AGREEMENT AND PLAN OF MERGER

                                   among


                         CYBEX INTERNATIONAL, INC.

                                    and


                                TROTTER INC.


                                    and


                              CAT'S TAIL, INC.


                       Dated as of December 27, 1996
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                             TABLE OF CONTENTS


                                 ARTICLE I
                                 THE MERGER

          Section 1.1    Effects of the Merger . . . . . . . . . .   1
          Section 1.2    Effective Time of the Merger  . . . . . .   2

                                 ARTICLE II
                            TREATMENT OF SHARES

          Section 2.1    Conversion of Shares  . . . . . . . . . .   2
          Section 2.2    Exchange of Stock Certificates; Record
               Date  . . . . . . . . . . . . . . . . . . . . . . .   3
          Section 2.3    No Further Rights in Trotter Common
               Stock . . . . . . . . . . . . . . . . . . . . . . .   3
          Section 2.4    Registration of Merger Shares.  . . . . .   3
          Section 2.5    Closing of Transfer Books . . . . . . . .   3

                                ARTICLE III
                                THE CLOSING

          Section 3.1    Closing . . . . . . . . . . . . . . . . .   3

                                 ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF CYBEX

          Section 4.1    Organization and Qualification  . . . . .   4
          Section 4.2    Subsidiaries  . . . . . . . . . . . . . .   4
          Section 4.3    Capitalization  . . . . . . . . . . . . .   5
          Section 4.4    Authority; Non-Contravention; Statutory
                          Approvals; Compliance  . . . . . . . . .   6
          Section 4.5    Reports and Financial Statements  . . . .   8
          Section 4.6    Absence of Certain Changes or Events  . .   9
          Section 4.7    Litigation  . . . . . . . . . . . . . . .  11
          Section 4.8    Registration Statement; Proxy Statement .  11
          Section 4.9    Tax Matters . . . . . . . . . . . . . . .  12
          Section 4.10   Employee Matters; ERISA . . . . . . . . .  14
          Section 4.11   Environmental Protection  . . . . . . . .  17
          Section 4.12   Vote Required . . . . . . . . . . . . . .  19

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                                                                  Page
                                                                   ---
     
          Section 4.13   Corporate Records .  .  .  .  .  .  .  .   20
          Section 4.14   No Undisclosed Liabilities  . . . . . . .  20
          Section 4.15   Real and Personal Property  . . . . . . .  20
          Section 4.16   Intangible Property . . . . . . . . . . .  22
          Section 4.17   Material Contracts  . . . . . . . . . . .  22
          Section 4.18   Related Party Transactions  . . . . . . .  23
          Section 4.19   Opinion of Financial Advisor  . . . . . .  24
          Section 4.20   Insurance . . . . . . . . . . . . . . . .  24

                                 ARTICLE V
                 REPRESENTATIONS AND WARRANTIES OF TROTTER

          Section 5.1    Organization and Qualification  . . . . .  24
          Section 5.2    Subsidiaries  . . . . . . . . . . . . . .  25
          Section 5.3    Capitalization  . . . . . . . . . . . . .  25
          Section 5.4    Authority; Non-Contravention; Statutory
                         Approvals; Compliance . . . . . . . . . .  26
          Section 5.5    Financial Statements  . . . . . . . . . .  28
          Section 5.6    Absence of Certain Changes or Events  . .  28
          Section 5.7    Litigation  . . . . . . . . . . . . . . .  31
          Section 5.8    Registration Statement; Proxy Statement .  31
          Section 5.9    Tax Matters . . . . . . . . . . . . . . .  31
          Section 5.10   Employee Matters; ERISA . . . . . . . . .  33
          Section 5.11   Environmental Protection  . . . . . . . .  36
          Section 5.12   Corporate Records . . . . . . . . . . . .  37
          Section 5.13   No Undisclosed Liabilities  . . . . . . .  37
          Section 5.14   Real and Personal Property  . . . . . . .  38
          Section 5.15   Intangible Property . . . . . . . . . . .  39
          Section 5.16   Material Contracts  . . . . . . . . . . .  39
          Section 5.17   Related Party Transactions  . . . . . . .  40
          Section 5.18   Insurance . . . . . . . . . . . . . . . .  41

                                 ARTICLE VI
                   CONDUCT OF BUSINESS PENDING THE MERGER

          Section 6.1    Covenants of the Parties  . . . . . . . .  41


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                                                                  Page
                                                                   ---

                                ARTICLE VII
                           ADDITIONAL AGREEMENTS

          Section 7.1    Access to Information . . . . . . . . . .  45
          Section 7.2    Proxy Statement; Registration
                         Statement . . . . . . . . . . . . . . . .  45
          Section 7.3    Regulatory Matters  . . . . . . . . . . .  46
          Section 7.4    Shareholder Approval  . . . . . . . . . .  46
          Section 7.5    Directors' and Officers'
                         Indemnification . . . . . . . . . . . . .  47
          Section 7.6    Public Announcements  . . . . . . . . . .  48
          Section 7.7    Employee Agreements and Workforce
                         Matters . . . . . . . . . . . . . . . . .  49
          Section 7.8    Employee Benefit Plans  . . . . . . . . .  49
          Section 7.9    Stock Option and Other Stock Plans  . . .  49
          Section 7.10   No Solicitations  . . . . . . . . . . . .  50
          Section 7.11   CYBEX Board of Directors  . . . . . . . .  51
          Section 7.12   Tax-Free Reorganization.  . . . . . . . .  51
          Section 7.13   Listing of Stock. . . . . . . . . . . . .  51
          Section 7.14   Expenses  . . . . . . . . . . . . . . . .  51
          Section 7.15   Further Assurances  . . . . . . . . . . .  51

                                ARTICLE VIII
                                 CONDITIONS

          Section 8.1    Conditions to Each Party's Obligation to
                         Effect the Merger . . . . . . . . . . . .  52
          Section 8.2    Conditions to Obligation of Trotter to
                         Effect the Merger . . . . . . . . . . . .  53
          Section 8.3    Conditions to Obligation of CYBEX to
                         Effect the Merger . . . . . . . . . . . .  54

                                 ARTICLE IX
                     TERMINATION, AMENDMENT AND WAIVER

          Section 9.1    Termination . . . . . . . . . . . . . . .  55
          Section 9.2    Effect of Termination . . . . . . . . . .  56
          Section 9.4    Amendment . . . . . . . . . . . . . . . .  56
          Section 9.5    Waiver  . . . . . . . . . . . . . . . . .  57


<PAGE>




                                                                  Page
                                                                   ---

                                 ARTICLE X
                             GENERAL PROVISIONS

          Section 10.1   Non-Survival; Effect of Representations
                         and Warranties. . . . . . . . . . . . . .  57
          Section 10.2   Brokers . . . . . . . . . . . . . . . . .  57
          Section 10.3   Notices . . . . . . . . . . . . . . . . .  57
          Section 10.4   Miscellaneous . . . . . . . . . . . . . .  59
          Section 10.5   Interpretation  . . . . . . . . . . . . .  60
          Section 10.6   Counterparts; Effect  . . . . . . . . . .  60
          Section 10.7   Parties' Interest . . . . . . . . . . . .  60
          Section 10.8   Waiver of Jury Trial and Certain
                         Damages . . . . . . . . . . . . . . . . .  60
          Section 10.9   Enforcement . . . . . . . . . . . . . . .  60

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                                                                  Page
                                                                   ---

                                  EXHIBITS

          Exhibit 8.2(d)      CYBEX Certificate
          Exhibit 8.3(d)      Trotter Certificate
          Exhibit 8.3(e)      Selling Shareholder Certificate

                                 SCHEDULES

          CYBEX Disclosure Schedule
          -------------------------

          Section 4.1         Organization and Qualification.
          Section 4.2         Subsidiaries.
          Section 4.3         Capitalization.
          Section 4.4(b)      Non-Contravention.
          Section 4.4(c)      Consents of Third Parties.
          Section 4.4(d)      Compliance.
          Section 4.6         Absence of Certain Changes or Events.
          Section 4.7         Litigation.
          Section 4.9         Tax Matters.
          Section 4.10        Employee Matters; ERISA.
          Section 4.10(a)     Benefit Plans.
          Section 4.10(g)     Payments Resulting from Merger.
          Section 4.10(h)     Labor Agreements.
          Section 4.11        Environmental Protection.
          Section 4.15        Real and Personal Property.
          Section 4.16        Intangible Property.
          Section 4.17        Material Contracts.
          Section 4.18        Related Party Transactions.
          Section 4.20        Insurance.
          Section 6.1(a)      Ordinary Course of Business.
          Section 6.1(g)      Compensation; Benefits.

          Trotter Disclosure Schedule
          ---------------------------

          Section 5.1         Organization and Qualification.
          Section 5.2         Subsidiaries.
          Section 5.3         Capitalization.
          Section 5.4(b)      Non-Contravention.
          Section 5.4(c)      Consents of Third Parties

<PAGE>
     

          Section 5.4(d)      Compliance.
          Section 5.6         Absence of Certain Changes or Events.
          Section 5.7         Litigation.
          Section 5.9         Tax Matters.
          Section 5.9(m)      Tax Sharing Agreements.
          Section 5.10        Employee Matters; ERISA.
          Section 5.10(a)     Benefit Plans.
          Section 5.10(g)     Payments Resulting from Merger.
          Section 5.10(h)     Labor Agreements.
          Section 5.11        Environmental Protection.
          Section 5.14        Real and Personal Property.
          Section 5.15        Intangible Property.
          Section 5.16        Material Contracts.
          Section 5.17        Related Party Transactions.
          Section 5.18        Insurance.
          Section 6.1(g)      Compensation; Benefits.

<PAGE>
     

                          INDEX OF PRINCIPAL TERMS


          Term                                                    Page
          ----                                                    ----

     1935 Act  . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
     Acquisition Proposal  . . . . . . . . . . . . . . . . . . . .  51
     Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
     Closing Agreement . . . . . . . . . . . . . . . . . . . . . .  14
     Closing Date  . . . . . . . . . . . . . . . . . . . . . . . . . 4
     Code  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     Confidentiality Agreement . . . . . . . . . . . . . . . . . .  45
     Constituent Corporations  . . . . . . . . . . . . . . . . . . . 1
     Contracts . . . . . . . . . . . . . . . . . . . . . . . . . .  22
     CYBEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     CYBEX Balance Sheet . . . . . . . . . . . . . . . . . . . . .  20
     CYBEX Benefit Plans . . . . . . . . . . . . . . . . . . . . .  15
     CYBEX Common Shares . . . . . . . . . . . . . . . . . . . . . . 5
     CYBEX Disclosure Schedule . . . . . . . . . . . . . . . . . . . 4
     CYBEX Financial Statements  . . . . . . . . . . . . . . . . . . 8
     CYBEX Material Adverse Effect . . . . . . . . . . . . . . . . . 9
     CYBEX Material Contracts  . . . . . . . . . . . . . . . . . .  23
     CYBEX Owned Properties  . . . . . . . . . . . . . . . . . . .  20
     CYBEX Owned Property  . . . . . . . . . . . . . . . . . . . .  20
     CYBEX Preferred Shares  . . . . . . . . . . . . . . . . . . . . 5
     CYBEX Properties  . . . . . . . . . . . . . . . . . . . . . .  20
     CYBEX Property  . . . . . . . . . . . . . . . . . . . . . . .  20
     CYBEX Real Property Lease . . . . . . . . . . . . . . . . . .  20
     CYBEX Required Consents . . . . . . . . . . . . . . . . . . . . 7
     CYBEX Required Statutory Approvals  . . . . . . . . . . . . . . 7
     CYBEX Rights Agreement  . . . . . . . . . . . . . . . . . . . . 5
     CYBEX SEC Reports . . . . . . . . . . . . . . . . . . . . . . . 8
     CYBEX Shareholders' Approval  . . . . . . . . . . . . . . . .  19
     CYBEX Special Meeting . . . . . . . . . . . . . . . . . . . .  46
     CYBEX Stock Plans . . . . . . . . . . . . . . . . . . . . . . . 5
     DGCL  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
     Effective Time  . . . . . . . . . . . . . . . . . . . . . . . . 2
     Environmental Claim . . . . . . . . . . . . . . . . . . . . .  18
     Environmental Laws  . . . . . . . . . . . . . . . . . . . . .  19

<PAGE>
     




     Term                                                         Page
     ----                                                          ---
    
     Environmental Permits. . .  .  .  .  .  .  .  .  .  .  .  .  . 17
     ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
     Exchange Act  . . . . . . . . . . . . . . . . . . . . . . . . . 8
     Final Order . . . . . . . . . . . . . . . . . . . . . . . . .  52
     GAAP  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
     Governmental Authority  . . . . . . . . . . . . . . . . . . . . 7
     Hazardous Materials . . . . . . . . . . . . . . . . . . . . .  19
     Include . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
     Includes  . . . . . . . . . . . . . . . . . . . . . . . . . .  60
     Including . . . . . . . . . . . . . . . . . . . . . . . . . .  60
     Indemnified Liabilities . . . . . . . . . . . . . . . . . . .  47
     Indemnified Parties . . . . . . . . . . . . . . . . . . . . .  47
     Indemnified Party . . . . . . . . . . . . . . . . . . . . . .  47
     Initial Termination Date  . . . . . . . . . . . . . . . . . .  55
     Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
     Merger  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     Merger Certificate  . . . . . . . . . . . . . . . . . . . . . . 2
     PBGC  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
     PCBs  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
     Permitted Exceptions  . . . . . . . . . . . . . . . . . . . .  21
     Person  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
     Proxy Statement . . . . . . . . . . . . . . . . . . . . . . .  12
     Release . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
     Representatives . . . . . . . . . . . . . . . . . . . . . . .  45
     Smith Barney  . . . . . . . . . . . . . . . . . . . . . . . .  24
     Subsidiary  . . . . . . . . . . . . . . . . . . . . . . . . . . 4
     Surviving Corporation . . . . . . . . . . . . . . . . . . . . . 1
     Tax Return  . . . . . . . . . . . . . . . . . . . . . . . . .  12
     Tax Ruling  . . . . . . . . . . . . . . . . . . . . . . . . .  14
     Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
     Trotter . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     Trotter Balance Sheet . . . . . . . . . . . . . . . . . . . .  28
     Trotter Balance Sheet Date  . . . . . . . . . . . . . . . . .  28
     Trotter Benefit Plans . . . . . . . . . . . . . . . . . . . .  34
     Trotter Common Stock  . . . . . . . . . . . . . . . . . . . .  25
     Trotter Disclosure Schedule . . . . . . . . . . . . . . . . .  24
     Trotter Financial Statements  . . . . . . . . . . . . . . . .  28
     Trotter Intellectual Property . . . . . . . . . . . . . . . .  39
     Trotter Material Adverse Effect . . . . . . . . . . . . . . .  29

<PAGE>
     




     Term                                                         Page
     ----                                                         ----

     Trotter Material Contracts .  .  .  .  .  .  .  .  .  .  .  .  39
     Trotter Owned Properties  . . . . . . . . . . . . . . . . . .  38
     Trotter Owned Property  . . . . . . . . . . . . . . . . . . .  38
     Trotter Properties  . . . . . . . . . . . . . . . . . . . . .  38
     Trotter Property  . . . . . . . . . . . . . . . . . . . . . .  38
     Trotter Real Property Lease . . . . . . . . . . . . . . . . .  38
     Trotter Required Consents . . . . . . . . . . . . . . . . . .  27
     Trotter Required Statutory Approvals  . . . . . . . . . . . .  27
     Trotter Stock Plans . . . . . . . . . . . . . . . . . . . . .  25
     Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
     Voting Debt . . . . . . . . . . . . . . . . . . . . . . . . . . 5
     Without limitation  . . . . . . . . . . . . . . . . . . . . .  60

<PAGE>
     



               AGREEMENT AND PLAN OF MERGER, dated as of December 27,
     1996, by and among CYBEX International, Inc., a New York
     corporation ("CYBEX"), Trotter Inc., a Delaware corporation
     ("Trotter"), and CAT'S TAIL, INC., a direct wholly-owned
     subsidiary of CYBEX and a Delaware corporation (the "Company").

               WHEREAS, CYBEX and Trotter have determined to engage in
     a business combination by way of a merger;

               WHEREAS, in furtherance thereof, the respective Boards
     of Directors of CYBEX, Trotter and the Company have approved this
     Agreement and the merger of the Company with and into Trotter
     (the "Merger");

               WHEREAS, the parties intend that the Merger constitute
     a reorganization within the meaning of Section 368(a) of the
     Internal Revenue Code of 1986, as amended (the "Code");

               NOW, THEREFORE, in consideration of the premises and
     the representations, warranties, covenants and agreements
     contained herein, the parties hereto, intending to be legally
     bound hereby, agree as follows:


                                 ARTICLE I

                                 THE MERGER

               Section 1.1    Effects of the Merger.  At the Effective
     Time, (a) the separate existence of the Company shall cease and
     the Company shall be merged with and into Trotter (Trotter and
     the Company are sometimes referred to herein as the "Constituent
     Corporations", and Trotter immediately after the Effective Time
     is sometimes referred to herein as the "Surviving Corporation"),
     (b) the Surviving Corporation shall be a Delaware corporation,
     (c) the certificate of incorporation of the Company shall be the
     certificate of incorporation of the Surviving Corporation until
     duly amended, (d) the by-laws of the Company shall be the by-laws
     of the Surviving Corporation until duly amended, (e) the name of
     Trotter shall be the name of the Surviving Corporation, and
     (f) the Merger shall have all the effects provided by applicable
     law.
<PAGE>


               Section 1.2    Effective Time of the Merger.  Subject
     to the provisions of this Agreement, on the Closing Date (as
     defined in Section 3.1), a certificate of merger (the "Merger 
     Certificate") shall be executed and filed by Trotter and
     the Company with the Secretary of State of the State of Delaware
     pursuant to the Delaware General Corporation Law (the "DGCL"). 
     The Merger shall become effective at such time as the Merger
     Certificate has been so filed or at such time thereafter as is
     provided in the Merger Certificate (the "Effective Time").


                                 ARTICLE II

                            TREATMENT OF SHARES

               Section 2.1    Conversion of Shares.  (a)  At the
     Effective Time, by virtue of the Merger and without any further
     action on the part of CYBEX, Trotter, the Company or the
     Surviving Corporation or any of the respective stockholders
     thereof, all of the shares of Trotter Common Stock issued and
     outstanding at the Effective Time shall be converted into the
     right to receive, and shall be exchanged for, the number of
     fully-paid and non-assessable CYBEX Common Shares (rounded upward
     to the nearest whole share) which, upon issuance, shall equal
     50.001% of all CYBEX Common Shares issued and outstanding on a
     fully diluted basis calculated using the treasury stock method
     and assuming a price of $9.75 per share for the CYBEX Common
     Stock (assuming issuance of all Trotter Common Stock subject to
     the Trotter Stock Plans immediately before the Effective Time)
     immediately following the Effective Time (the "Total Merger
     Consideration").  The amount of CYBEX Common Shares to be
     received upon conversion of each share of Trotter Common Stock
     (the "Merger Consideration") shall equal the Total Merger
     Consideration, divided by the number of shares of Trotter Common
     Stock issued and outstanding on a fully diluted basis (assuming
     issuance of all Trotter Common Stock subject to the Trotter Stock
     Plans immediately before the Effective Time) at the Effective
     Time.

               (b)  Upon conversion of the shares of Trotter Common
     Stock into the right to receive the Merger Consideration in the
     manner described in paragraph 2.1(a), each record holder of
     issued and outstanding Trotter Common Stock immediately prior to
     the Effective Time shall have the right to receive a certificate
     representing such whole number of CYBEX Common Shares equal to
     the product of (A) the Merger Consideration and (B) the number of
     issued and outstanding shares of Trotter Common Stock of which
     such Person is the record holder immediately prior to the
     Effective Time.
<PAGE>


               Section 2.2    Exchange of Stock Certificates; Record
     Date.  On or after the Effective Date, each holder of record of a
     certificate or certificates that immediately prior to the
     Effective Time represented issued and outstanding shares of
     Trotter Common Stock whose shares were converted into 
     the Merger Consideration  shall surrender such certificates
     for cancellation to CYBEX, together with a letter of transmittal, 
     duly executed.  In exchange therefor, CYBEX shall deliver to 
     each such holder the Merger Consideration required under 
     this Agreement.

               Section 2.3    No Further Rights in Trotter Common
     Stock.  As of the Effective Time, all shares of Trotter Common
     Stock shall no longer be outstanding and shall automatically be
     cancelled and shall cease to exist, and each holder of a
     certificate representing shares of Trotter Common Stock as of the
     Effective Time shall cease to have any rights with respect
     thereto, except the right to receive the Merger Consideration
     upon surrender of such certificate as provided in Section 2.2.

               Section 2.4    Registration of Merger Shares.  As
     promptly as practicable after the execution of this Agreement,
     Trotter and CYBEX shall prepare and CYBEX shall file with the
     Securities and Exchange Commission (the "SEC") a registration
     statement on Form S-4 (the "Registration Statement") to register
     under the Securities Act of 1933, as amended (the "Securities
     Act") the CYBEX Common Shares issuable pursuant to the Merger, as
     provided in Section 7.2.

               Section 2.5    Closing of Transfer Books.  From and
     after the Effective Time, the stock transfer books of Trotter
     shall be closed and no transfer of any capital stock of Trotter
     shall thereafter be made.  If, after the Effective Time,
     Certificates are presented to Trotter, they shall be cancelled
     and exchanged for the Merger Consideration as provided in Section
     2.2.


                                ARTICLE III

                                THE CLOSING

               Section 3.1    Closing.  The closing of the Merger (the
     "Closing") shall take place at the offices of Weil, Gotshal &
     Manges LLP, 767 Fifth Avenue, New York, New York 10153 at 10:00
     A.M., local time, on the second business day immediately
     following the date on which the last of the conditions set forth
     in Article VIII hereof (other than such conditions which require
     deliveries at Closing) is fulfilled or waived, or at such other
     time, date and place as CYBEX and Trotter shall mutually agree
     (the "Closing Date").

<PAGE>
     

                                 ARTICLE IV
     
                  REPRESENTATIONS AND WARRANTIES OF CYBEX

               CYBEX represents and warrants to Trotter as follows:

               Section 4.1    Organization and Qualification.  Except
     as set forth in Section 4.1 of the schedule delivered by CYBEX on
     the date hereof (the "CYBEX Disclosure Schedule"), each of CYBEX
     and each of its Subsidiaries (as defined below) is a corporation
     duly organized, validly existing and in good standing under the
     laws of its jurisdiction of incorporation or organization, has
     all requisite corporate power and authority, and has been duly
     authorized by all necessary approvals and orders to own, lease
     and operate its assets and properties to the extent owned, leased
     and operated and to carry on its business as it is now being
     conducted and is duly qualified and in good standing to do
     business in each jurisdiction in which the nature of its business
     or the ownership or leasing of its assets and properties makes
     such qualification necessary other than in such jurisdictions
     where the failure so to qualify would not have a material adverse
     effect on CYBEX and its Subsidiaries taken as a whole.  As used
     in this Agreement, the term "Subsidiary" of a person shall mean
     any corporation or other entity (including partnerships and other
     business associations) of which at least a majority of the
     outstanding capital stock or other voting securities having
     voting power under ordinary circumstances to elect directors or
     similar members of the governing body of such corporation or
     entity shall at the time be held, directly or indirectly, by such
     person.

               Section 4.2    Subsidiaries.  Section 4.2 of the CYBEX
     Disclosure Schedule sets forth a description as of the date
     hereof, of all subsidiaries and joint ventures of CYBEX,
     including the name of each such entity and CYBEX's interest
     therein.  Except as set forth in Section 4.2 of the CYBEX
     Disclosure Schedule, none of CYBEX's Subsidiaries is a "public
     utility company," a "holding company," a "subsidiary company" or
     an "affiliate" of any public utility company within the meaning
     of Section 2(a)(5), 2(a)(7), 2(a)(8) or 2(a)(11) of the Public
     Utility Holding Company Act of 1935, as amended (the "1935 Act"),
     respectively.  Except as set forth in Section 4.2 of the CYBEX
     Disclosure Schedule, all of the issued and outstanding shares of
     capital stock of each of CYBEX's Subsidiaries are validly issued,
 <PAGE>


     fully paid, nonassessable and free of preemptive rights, and are
     owned, directly or indirectly, by CYBEX free and clear of any
     liens, claims, encumbrances, security interests, equities,
     charges and options of any nature whatsoever and there are no
     outstanding subscriptions, options, calls, contracts, voting
     trusts, proxies or other commitments, understandings,
     restrictions, arrangements, rights or warrants, including any
     right of conversion or exchange under any outstanding security,
     instrument or other agreement, obligating any such Subsidiary 
     to issue, deliver or sell, or cause to be issued, delivered 
     or sold, additional shares of its capital stock or obligating 
     it to grant, extend or enter into any such agreement or commitment.

               Section 4.3    Capitalization.  As of the date hereof,
     the authorized capital stock of CYBEX consists of 15,000,000
     common shares, $.10 par value ("CYBEX Common Shares"), and
     500,000 preferred shares, $1.00 par value ("CYBEX Preferred
     Shares").  At the close of business on December 20, 1996, (i)
     4,362,232 CYBEX Common Shares were outstanding, not more than
     499,213 CYBEX Common Shares were reserved for issuance pursuant
     to CYBEX's Amended and Restated 1987 Stock Option Plan, 1995
     Omnibus Incentive Plan and 1995 Stock Retainer Plan for
     Nonemployee Directors (such Plans, collectively, the "CYBEX Stock
     Plans"), of which 181,571 shares were subject to existing options
     or rights, (ii) 145,820 CYBEX Common Shares were held by CYBEX in
     its treasury, (iii) no CYBEX Common Shares were held by its
     Subsidiaries, (iv) no CYBEX Preferred Shares were outstanding and
     (v) no bonds, debentures, notes or other indebtedness having the
     right to vote (or convertible into securities having the right to
     vote) on any matters on which stockholders may vote ("Voting
     Debt") were issued or outstanding.  All outstanding CYBEX Common
     Shares are validly issued, fully paid and nonassessable and are
     not subject to preemptive rights.  Section 4.3 of the CYBEX
     Disclosure Schedule includes a list of each outstanding option
     and right at December 20, 1996 existing under the CYBEX Stock
     Plans, including the name of the holder of such option or right,
     the number of shares subject thereto, the exercise price of such
     option, the portion thereof which is vested at December 20, 1996
     and, if the exercisability of such option or right may be
     accelerated in any way by the transactions contemplated by this
     Agreement or for any other reason, an indication of the extent of
     such acceleration.  As of the date of this Agreement, except
     pursuant to this Agreement, the CYBEX Stock Plans and the Rights
     Agreement, dated as of May 23, 1988 and amended as of March 15,
     1989, between CYBEX and Registrar and Transfer Company (the
     "CYBEX Rights Agreement"), there are no options, warrants, calls,
     rights, commitments or agreements of any character to which CYBEX
     or any Subsidiary is a party or by which it is bound obligating
     CYBEX or any Subsidiary to issue, deliver or sell, or cause to be
     issued, delivered or sold, additional shares of capital stock or
<PAGE>


     any Voting Debt securities of CYBEX or any Subsidiary or
     obligating CYBEX or any Subsidiary to grant, extend or enter into
     any such option, warrant, call, right or agreement.  Except for
     the outstanding options and rights under the CYBEX Stock Plans
     and the CYBEX Rights Agreement, as described in the CYBEX
     Disclosure Schedule, after the Effective Time, there will be no
     option, warrant, call, right or agreement obligating CYBEX or any
     Subsidiary to issue, deliver or sell, or cause to be issued,
     delivered or sold, any shares of capital stock or any Voting Debt
     of CYBEX or any Subsidiary, or obligating CYBEX or any Subsidiary
     to grant, extend or enter into any such option, warrant, call,
     right or agreement. 

               Section 4.4    Authority; Non-Contravention; Statutory
     Approvals; Compliance.

               (a)  Authority.  CYBEX has all requisite power and
     authority to enter into this Agreement, and, subject to the
     applicable CYBEX Shareholders' Approval (as defined in Section
     4.12) and the applicable CYBEX Required Statutory Approvals (as
     defined in Section 4.4(c)), to consummate the transactions
     contemplated hereby or thereby.  The execution and delivery of
     this Agreement and the consummation by CYBEX of the transactions
     contemplated hereby have been duly authorized by all necessary
     corporate action on the part of CYBEX, subject to obtaining the
     applicable CYBEX Shareholders' Approval.  This Agreement has been
     duly and validly executed and delivered by CYBEX and, assuming
     the due authorization, execution and delivery hereof by the other
     signatories hereto, constitutes the valid and binding obligation
     of CYBEX enforceable against it in accordance with its terms.

               (b)  Non-Contravention.  Except as set forth in Section
     4.4(b) of the CYBEX Disclosure Schedule, the execution and
     delivery of this Agreement by CYBEX does not, and the
     consummation of the transactions contemplated hereby will not, in
     any material respect, violate, conflict with or result in a
     material breach of any provision of, or constitute a material
     default (with or without notice or lapse of time or both) under,
     or result in the termination or modification of, or accelerate
     the performance required by, or result in a right of termination,
     cancellation or acceleration of any obligation or the loss of a
     material benefit under, or result in the creation of any material
     lien, security interest, charge or encumbrance upon any of the
     properties or assets of CYBEX or any of its Subsidiaries (any
     such violation, conflict, breach, default, right of termination,
     modification, cancellation or acceleration, loss or creation, a
     "Violation" with respect to CYBEX, such term when used in Article
     V having a correlative meaning with respect to Trotter) pursuant
<PAGE>


     to any provisions of (i) the certificate of incorporation, by-
     laws or similar governing documents of CYBEX or any of its
     Subsidiaries, (ii) subject to obtaining the CYBEX Required
     Statutory Approvals and the receipt of the CYBEX Shareholders'
     Approval, any statute, law, ordinance, rule, regulation,
     judgment, decree, order, injunction, writ, permit or license of
     any Governmental Authority (as defined in Section 4.4(c))
     applicable to CYBEX or any of its Subsidiaries or any of their
     respective properties or assets, (iii) subject to obtaining the
     third-party consents set forth in Section 4.4(b) of the CYBEX
     Disclosure Schedule (the "CYBEX Required Consents"), any material
     note, bond, mortgage, indenture, deed of trust, license,
     franchise, permit, concession, contract, lease or other
     instrument, obligation or agreement of any kind to which CYBEX or
     any of its Subsidiaries is a party or by which it or any of its
     properties or assets may be bound or affected, or (iv) the CYBEX
     Rights Agreement, except in the case of clause (ii) or (iii) for
     any such violation which would not have a CYBEX Material Adverse
     Effect (as defined in Section 4.6).  

               (c)  Consents of Third Parties.  No declaration, filing
     or registration with, or notice to or authorization, consent or
     approval of any court, federal, state, local or foreign gov-
     ernmental or regulatory body (including a stock exchange or other
     self-regulatory body) or authority (each, a "Governmental
     Authority") or any individual, corporation, partnership, firm,
     joint venture, association, joint stock company, trust,
     unincorporated organization or other entity (each a "Person") is
     necessary for the execution and delivery of this Agreement by
     CYBEX or the consummation by CYBEX of the transactions
     contemplated hereby, except as described in Section 4.4(c) of the
     CYBEX Disclosure Schedule or the failure of which to obtain would
     not result in a CYBEX Material Adverse Effect (the "CYBEX
     Required Statutory Approvals").

               (d)  Compliance.  Except as set forth in Section
     4.4(d), Section 4.10 or Section 4.11 of the CYBEX Disclosure
     Schedule, or as disclosed in the CYBEX SEC Reports (as defined in
     Section 4.5) filed prior to the date hereof, neither CYBEX nor
     any of its Subsidiaries is in violation of, is under
     investigation with respect to any violation of, or has been given
     notice or been charged with any violation of, any law, statute,
     order, rule, regulation, ordinance or judgment (including,
     without limitation, any applicable environmental law, ordinance
     or regulation) of any Governmental Authority, except for possible
     violations which individually or in the aggregate would not have
     a CYBEX Material Adverse Effect.  Except as set forth in Section
     4.4(d) of the CYBEX Disclosure Schedule or in Section 4.11 of the
     CYBEX Disclosure Schedule, CYBEX and its Subsidiaries have all
     permits, licenses, franchises and other governmental
     authorizations, consents and approvals necessary to conduct their
<PAGE>


     businesses as presently conducted which are material to the
     operation of the businesses of CYBEX and its Subsidiaries. 
     Except as set forth in Section 4.4(d) of the CYBEX Disclosure
     Schedule, CYBEX and each of its Subsidiaries is not in breach or
     violation of or in default in the performance or observance of
     any term or provision of, and no event has occurred which, with
     lapse of time or action by a third party, could result in a
     default under (i) its certificate of incorporation or by-laws or
     (ii) any contract, commitment, agreement, indenture, mortgage,
     loan agreement, note, lease, bond, license, approval or other
     instrument to which it is a party or by which it is bound or to
     which any of its property is subject, except for possible
     violations, breaches or defaults which individually or in the
     aggregate would not have a CYBEX Material Adverse Effect.

               Section 4.5    Reports and Financial Statements.  The
     filings required to be made by CYBEX and its Subsidiaries since
     January 1, 1993 under the Securities Act and the Securities
     Exchange Act of 1934, as amended (the "Exchange Act"), have been
     filed with the SEC, including all forms, statements, reports,
     agreements (oral or written) and all documents, exhibits,
     amendments and supplements appertaining thereto, and complied, as
     of their respective dates, and all such reports and documents
     filed with the SEC after the date of this Agreement and
     prior to the Effective Time will comply as of their respective 
     date, in all material respects with all applicable 
     requirements of the appropriate statute and the rules
     and regulations thereunder, except for such filings the failure
     of which to have been made would not result in a CYBEX Material
     Adverse Effect.  CYBEX has made available, and with respect to
     filings with the SEC after the date of this Agreement and prior
     to the Effective Time, will make available, to Trotter a true and
     complete copy of each report, schedule, registration statement
     and definitive proxy statement filed by CYBEX pursuant to the
     requirements of the Securities Act or Exchange Act with the SEC
     since January 1, 1993 (as such documents have since the time of
     their filing been amended, the "CYBEX SEC Reports").  As of their
     respective dates, the CYBEX SEC Reports did not and will not
     contain any untrue statement of a material fact or omit to state
     a material fact required to be stated therein or necessary to
     make the statements therein, in light of the circumstances under
     which they were made, not misleading.  The audited consolidated
     financial statements and unaudited interim financial statements
     of CYBEX included and to be included in the CYBEX SEC Reports
     (collectively, the "CYBEX Financial Statements") are complete and
     correct in all material respects and have been prepared and will
     be prepared in accordance with generally accepted accounting
     principles applied on a consistent basis ("GAAP") (except as may
     be indicated therein or in the notes thereto and except with
     respect to unaudited statements as permitted by Rule 10-01 of
     Regulation S-X of the SEC) and in conformity with the practices
<PAGE>


     consistently applied by CYBEX without modification of the
     accounting principles used in the preparation thereof and fairly
     present the financial position of CYBEX as of the dates thereof
     and the results of its operations and cash flows for the periods
     then ended, subject, in the case of the unaudited interim
     financial statements, to (i) normal, recurring audit adjustments,
     (ii) required footnotes and (iii) statement of cash flows.


               Section 4.6    Absence of Certain Changes or Events. 
     Except as disclosed in the CYBEX SEC Reports filed prior to the
     date hereof or as set forth in Section 4.6 of the CYBEX
     Disclosure Schedule, since October 1, 1996:

                    (i)  CYBEX and each of its Subsidiaries have
          conducted their business only in the ordinary course of
          business consistent with past practice;

                   (ii)  there has not been, and no fact or condition
          exists which would have or, insofar as reasonably can be
          foreseen, could have, a material adverse effect on the
          business, assets, financial condition or results of
          operations of CYBEX and its Subsidiaries taken as a whole or
          which could delay or prevent the transactions contemplated
          hereby (a "CYBEX Material Adverse Effect");

                  (iii)  there has not been any damage, destruction or
          loss, whether or not covered by insurance, with respect to
          the property and assets of CYBEX or any Subsidiary having a
          replacement cost of more than $50,000 for any single loss or
          $100,000 for all such losses;

                   (iv)  there has not been any declaration, setting
          aside or payment of any dividend or other distribution in
          respect of any shares of capital stock of CYBEX or any
          repurchase, redemption or other acquisition by CYBEX or any
          Subsidiary of any outstanding shares of capital stock or
          other securities of, or other ownership interest in, CYBEX
          or any Subsidiary;

                    (v)  neither CYBEX nor any Subsidiary has awarded
          or paid any bonuses to employees of CYBEX or any Subsidiary
          with respect to the fiscal year ended December 31, 1995,
          entered into any employment, deferred compensation,
          severance or similar agreement (nor amended any such
          agreement) or agreed to increase the compensation payable or
          to become payable by it to any of CYBEX's or any

<PAGE>


          Subsidiary's directors, officers, employees, agents or
          representatives or agreed to increase the coverage or bene-
          fits available under any severance pay, termination pay,
          vacation pay, company awards, salary continuation for dis-
          ability, sick leave, deferred compensation, bonus or other
          incentive compensation, insurance, pension or other employee
          benefit plan, payment or arrangement made to, for or with
          such directors, officers, employees, agents or representa-
          tives (other than normal increases in the ordinary course of
          business consistent with past practice and that in the
          aggregate have not resulted in a material increase in the
          benefits or compensation expense of CYBEX and its
          Subsidiaries taken as a whole);

                   (vi)  there has not been any material change by
          CYBEX or any Subsidiary in accounting or tax reporting
          principles, methods or policies;

                  (vii)  neither CYBEX nor any Subsidiary has failed
          to promptly pay and discharge current liabilities except
          where disputed in good faith by appropriate proceedings;

                 (viii)  neither CYBEX nor any Subsidiary has made any
          loans, advances or capital contributions to, or investments
          in, any Person or paid any fees or expenses to any affiliate
          of CYBEX;

                   (ix)  neither CYBEX nor any Subsidiary has 
          mortgaged, pledged or subjected to any Lien (as defined in
          Section 4.15) any of its assets, or acquired any
          assets or sold, assigned, transferred, conveyed, leased or
          otherwise disposed of any assets of CYBEX or any Subsidiary,
          except for assets acquired or sold, assigned, transferred,
          conveyed, leased or otherwise disposed of in the ordinary
          course of business consistent with past practice;

                    (x)  neither CYBEX nor any Subsidiary has
          discharged or satisfied any Lien, or paid any obligation or
          liability (fixed or contingent), except in the ordinary
          course of business consistent with past practice and which,
          would not have a CYBEX Material Adverse Effect;

                   (xi)  neither CYBEX nor any Subsidiary has canceled
          or compromised any debt or claim or amended, canceled,
          terminated, relinquished, waived or released any contract or
          right except in the ordinary course of business consistent
          with past practice and which would not have a CYBEX Material
          Adverse Effect;
<PAGE>



                  (xii)  neither CYBEX nor any Subsidiary has made or
          committed to make any capital expenditures or capital addi-
          tions or betterments in excess of $100,000 individually or
          $500,000 in the aggregate;

                 (xiii)  neither CYBEX nor any Subsidiary has in-
          stituted or settled any material legal proceeding;

                  (xiv)  neither CYBEX nor any Subsidiary has issued
          any capital stock, bonds or other corporate securities or
          debt instrument, or granted any options, warrants or other
          rights calling for the issuance thereof;

                   (xv)  neither CYBEX nor any Subsidiary has amended
          its Certificate of Incorporation or By-Laws except as
          contemplated by this Agreement;

                  (xvi)  neither CYBEX nor any Subsidiary has incurred
          any bank indebtedness; and

                 (xvii)  CYBEX has not agreed to do anything set forth
          in this Section 4.6.

               Section 4.7    Litigation.  Except as disclosed in the
     CYBEX SEC Reports filed prior to the date hereof or as set forth
     in Section 4.7, Section 4.9 or Section 4.11 of the CYBEX
     Disclosure Schedule, (i) there are no claims, suits, actions or
     proceedings, pending or, to the knowledge of CYBEX, threatened,
     nor are there, to the knowledge of CYBEX, any investigations 
     or reviews pending or threatened against, relating to or 
     affecting CYBEX or any of its Subsidiaries which would have 
     a CYBEX Material Adverse Effect, (ii) there have not
     been any significant developments since October 1, 1996 with
     respect to such disclosed claims, suits, actions, proceedings,
     investigations or reviews and (iii) there are no judgments,
     decrees, injunctions, rules or orders of any court, governmental
     department, commission, agency, instrumentality or authority or
     any arbitrator applicable to CYBEX or any of its Subsidiaries,
     except for such that would not have a CYBEX Material Adverse
     Effect.

               Section 4.8    Registration Statement; Proxy Statement. 
     Subject to the accuracy of the representations of Trotter made in
     Section 5.8, the Registration Statement shall not, at the time
<PAGE>


     the Registration Statement is filed with the SEC and at the time
     it becomes effective under the Securities Act, contain any untrue
     statements of a material fact or omit to state any material fact
     necessary in order to make the statements included therein not
     misleading.  None of the information supplied or to be supplied
     by or on behalf of CYBEX for inclusion or incorporation by
     reference in the proxy statement, in definitive form, relating to
     the meeting of the CYBEX shareholders to be held in connection
     with the issuance of CYBEX Common Shares as provided herein and
     the amendment of CYBEX's certificate of incorporation to
     authorize additional CYBEX Common Shares (the "Proxy Statement")
     will, at the dates mailed to shareholders and at the times of the
     meetings of shareholders to be held in connection with the
     transactions contemplated by the Merger, contain any untrue
     statement of a material fact or omit to state any material fact
     required to be stated therein or necessary in order to make the
     statements therein, in light of the circumstances under which
     they are made, not misleading.  The Proxy Statement will comply
     as to form in all material respects with the provisions of the
     Securities Act and the Exchange Act and the rules and regulations
     thereunder.

               Section 4.9    Tax Matters.  "Taxes," as used in this
     Agreement, means any federal, state, county, local or foreign
     taxes, charges, fees, levies or other assessments, including all
     net income, gross income, sales and use, ad valorem, transfer,
     gains, profits, excise, franchise, real and personal property,
     gross receipt, capital stock, production, business and
     occupation, disability, employment, payroll, license, estimated,
     stamp, custom duties, severance or withholding taxes or charges
     imposed by any governmental entity, and includes any interest and
     penalties (civil or criminal) on or additions to any such taxes. 
     "Tax Return," as used in this Agreement, means a report, return
     or other information required to be supplied to a governmental
     entity with respect to Taxes including, where permitted or
     required, combined or consolidated returns for any group of
     entities that includes CYBEX or any of its Subsidiaries or
     Trotter or any of its Subsidiaries, as the case may be.

               Except as set forth in Section 4.9 of the CYBEX
     Disclosure Schedule:

               (a)  Filing of Timely Tax Returns.  CYBEX and each of
     its Subsidiaries have filed (or there has been filed on its
     behalf) all Tax Returns required to be filed by each of them
     under applicable law, except for those the failure of which to
     file would not have a CYBEX Material Adverse Effect.  All such
     Tax Returns were and are in all material respects true, complete
     and correct and filed on a timely basis.

               (b)  Payment of Taxes.  To the best knowledge of CYBEX,
     CYBEX and each of its Subsidiaries have, within the time and in
     the manner prescribed by law, paid all Taxes that are currently
<PAGE>


     due and payable except for those contested in good faith and for
     which adequate reserves have been taken.

               (c)  Tax Reserves.  CYBEX and its Subsidiaries have
     established on their books and records reserves adequate to pay
     all Taxes and reserves for deferred income taxes in accordance
     with GAAP, which reserves are included in the CYBEX Balance
     Sheet.

               (d)  Tax Liens.  There are no Tax liens upon the assets
     of CYBEX or any of its Subsidiaries except liens for Taxes not
     yet due.

               (e)  Withholding Taxes.  CYBEX and each of its
     Subsidiaries have complied in all material respects with the
     provisions of the Code relating to the withholding of Taxes, as
     well as similar provisions under any other laws, and have, within
     the time and in the manner prescribed by law, withheld from
     employee wages and paid over to the proper governmental
     authorities all amounts required.

               (f)  Extensions of Time for Filing Tax Returns. 
     Neither CYBEX nor any of its Subsidiaries has requested any
     extension of time within which to file any Tax Return, which Tax
     Return has not since been filed.

               (g)  Waivers of Statute of Limitations.  Neither CYBEX
     nor any of its Subsidiaries has executed any outstanding waivers
     or comparable consents regarding the application of the statute
     of limitations with respect to any Taxes or Tax Returns.

               (h)  Expiration of Statute of Limitations.  The statute
     of limitations for the assessment of all Taxes has expired for
     all applicable Tax Returns of CYBEX and each of its Subsidiaries
     or those Tax Returns have been examined by the appropriate taxing
     authorities for all periods through the date hereof, and no
     deficiency for any Taxes has been proposed,
     asserted or assessed against CYBEX or any of its Subsidiaries
     that has not been resolved and paid in full.

               (i)  Audit, Administrative and Court Proceedings.  No
     audits or other administrative proceedings or court proceedings
     are presently pending with regard to any Taxes or Tax Returns of
     CYBEX or any of its Subsidiaries.

               (j)  Powers of Attorney.  No power of attorney
     currently in force has been granted by CYBEX or any of its
     Subsidiaries concerning any Tax matter.
<PAGE>



               (k)  Tax Rulings.  Neither CYBEX nor any of its
     Subsidiaries has received a Tax Ruling (as defined below) or
     entered into a Closing Agreement (as defined below) with any
     taxing authority that would have a continuing adverse effect
     after the Closing Date.  "Tax Ruling," as used in this Agreement,
     shall mean a written ruling of a taxing authority relating to
     Taxes.  "Closing Agreement," as used in this Agreement, shall
     mean a written and legally binding agreement with a taxing
     authority relating to Taxes.

               (l)  Availability of Tax Returns.  CYBEX has made
     available to Trotter complete and accurate copies of (i) all Tax
     Returns, and any amendments thereto, filed by CYBEX or any of its
     Subsidiaries, (ii) all audit reports received from any taxing
     authority relating to any Tax Return filed by CYBEX or any of its
     Subsidiaries and (iii) any Closing Agreements entered into by
     CYBEX or any of its Subsidiaries with any taxing authority.

               (m)  Tax Sharing Agreements.  Neither CYBEX nor any of
     its  Subsidiaries is a party to any agreement relating to
     allocating or sharing of Taxes.

               (n)  Code Section 280G.  Neither CYBEX nor any of its
     Subsidiaries is a party to any agreement, contract or arrangement
     that could result, on account of the transactions contemplated
     hereunder, separately or in the aggregate, in the payment of any
     "excess parachute payments" within the meaning of Section 280G of
     the Code.

               (o)  Liability for Others.  To the best knowledge of
     CYBEX, none of CYBEX or any of its Subsidiaries has any liability
     for Taxes of any person other than CYBEX and its Subsidiaries (i)
     under Treasury Regulations Section 1.1502-6 (or any similar
     provision of state, local or foreign law) as a transferee or
     successor, (ii) by contract or (iii) otherwise.

               Section 4.10   Employee Matters; ERISA.  Except as set
     forth in Section 4.10 of the CYBEX Disclosure Schedule:

               (a)  Benefit Plans.  Section 4.10 (a) of the CYBEX Dis-
     closure Schedule contains a true and complete list of each
     employee benefit plan covering employees, former employees or
     directors of CYBEX and each of its Subsidiaries or their
     beneficiaries, or providing benefits to such persons in respect
     of services provided to any such entity, including, but not
     limited to, any employee benefit plans within the meaning of
     Section 3(3) of the Employee Retirement Income Security Act of
<PAGE>


     1974, as amended ("ERISA") and any severance or change in control
     agreement (collectively, the "CYBEX Benefit Plans").

               (b)  Contributions.  All material contributions and
     other payments required to be made by CYBEX or any of its
     Subsidiaries to any CYBEX Benefit Plan (or to any person pursuant
     to the terms thereof) have been made or the amount of such
     payment or contribution obligation has been reflected in the
     CYBEX Financial Statements.

               (c)  Qualification; Compliance.  Each of the CYBEX
     Benefit Plans intended to be "qualified" within the meaning of
     Section 401(a) of the Code has been determined by the IRS to be
     so qualified, and, to the best knowledge of CYBEX, no
     circumstances exist that are reasonably expected by CYBEX to
     result in the revocation of any such determination.  CYBEX is in
     compliance in all material respects with, and each of the CYBEX
     Benefit Plans is and has been operated in all material respects
     in compliance with, all applicable laws, rules and regulations
     governing such plan, including, without limitation, ERISA and the
     Code.  Each CYBEX Benefit Plan intended to provide for the
     deferral of income, the reduction of salary or other
     compensation, or to afford other income tax benefits, complies
     with the requirements of the applicable provisions of the Code or
     other laws, rules and regulations required to provide such income
     tax benefits.

               (d)  Liabilities.  With respect to the CYBEX Benefit
     Plans, individually and in the aggregate, no event has occurred,
     and, to the best knowledge of CYBEX, there does not now exist any
     condition or set of circumstances, that could subject CYBEX or
     any of its Subsidiaries to any material liability arising under
     the Code, ERISA or any other applicable law (including, without
     limitation, any liability to any such plan or the Pension Benefit
     Guaranty Corporation (the "PBGC")), or under any indemnity
     agreement to which CYBEX is a party, excluding liability for
     benefit claims and funding obligations payable in the ordinary
     course.

               (e)  Welfare Plans.  None of the CYBEX Benefit Plans
     that are "welfare plans," within the meaning of Section 3(1) of
     ERISA, provides for any retiree benefits, other than continuation
     coverage required to be provided under Section 4980B of the Code
     or Part 6 of Title I of ERISA.

               (f)  Documents Made Available.  CYBEX has made
     available to Trotter a true and correct copy of each collective
     bargaining agreement to which CYBEX or any of its Subsidiaries is
<PAGE>


     a party or under which CYBEX or any of its Subsidiaries has
     obligations and, with respect to each CYBEX Benefit Plan, where
     applicable, (i) such plan and summary plan description, (ii) the
     most recent annual report filed with the IRS, (iii) each related
     trust agreement, insurance contract, service provider or
     investment management agreement (including all amendments to each
     such document), (iv) the most recent determination of the IRS
     with respect to the qualified status of such CYBEX Benefit Plan
     and (v) the most recent actuarial report or valuation.

               (g)  Payments Resulting from Merger.  (i)  Except as
     set forth in Section 4.10(g) of the CYBEX Disclosure Schedule,
     the consummation or announcement of any transaction contemplated
     by this Agreement will not (either alone or upon the occurrence
     of any additional or further acts or events) result in any (A)
     payment (whether of severance pay or otherwise) becoming due from
     CYBEX or any of its Subsidiaries to any officer, employee, former
     employee or director thereof or to the trustee under any "rabbi
     trust" or similar arrangement or (B) benefit under any CYBEX
     Benefit Plan being established or becoming accelerated, vested or
     payable and (ii) neither CYBEX nor any of its Subsidiaries is a
     party to (A) any management, employment, deferred compensation,
     severance (including any payment, right or benefit resulting from
     a change in control), bonus or other contract for personal
     services with any officer, director or employee, (B) any
     consulting contract with any person who prior to entering into
     such contract was a director or officer of CYBEX or (C) any plan,
     agreement, arrangement or understanding similar to any of the
     foregoing, which with respect to clause (A), (B) and (C) provide
     for payment in excess of $10,000 per annum or $50,000 in the
     aggregate.

               (h)  Labor Agreements.  Except as set forth in Section
     4.10(h) of the CYBEX Disclosure Schedule, as of the date hereof,
     neither CYBEX nor any of its Subsidiaries is a party to any
     collective bargaining agreement or other labor agreement with any
     union or labor organization.  To the best knowledge of CYBEX, as
     of the date hereof, there is no current union representation
     question involving employees of CYBEX or any of its Subsidiaries,
     nor does CYBEX know of any activity or proceeding of any labor
     organization (or representative thereof) or employee group to
     organize any such employees.  Except as disclosed in the CYBEX
     SEC Reports filed prior to the date hereof or in Section 4.10(h)
     of the CYBEX Disclosure Schedule or except to the extent such
     would not have a CYBEX Material Adverse Effect, (i) there is no
     unfair labor practice, employment discrimination or other
     material complaint against CYBEX or any of its Subsidiaries
     pending, or to the best knowledge of CYBEX, threatened, (ii)
     there is no strike, lockout or material dispute, slowdown or work
     stoppage pending, or to the best knowledge of CYBEX,

<PAGE>
     

     threatened against or involving CYBEX and (iii) there is no
     proceeding, claim, suit, action or governmental investigation
     pending or, to the best knowledge of CYBEX, threatened, in
     respect of which any director, officer, employee or agent of
     CYBEX or any of its Subsidiaries is or may be entitled to claim
     indemnification from CYBEX or such Subsidiary pursuant to their
     respective certificates of incorporation or by-laws or as
     provided in the indemnification agreements listed in Section
     4.10(h) of the CYBEX Disclosure Schedule.  Neither CYBEX nor any
     Subsidiary has ever been a party to a multi-employer retirement
     plan.

               Section 4.11   Environmental Protection.  Except as set
     forth in Section 4.11 of the CYBEX Disclosure Schedule or in the
     CYBEX SEC Reports filed prior to the date hereof:

               (a)  Compliance.  CYBEX and each of its Subsidiaries is
     in compliance with all applicable Environmental Laws (as defined
     in Section 4.11(g)(ii)) except where the failure to so comply
     would not have a CYBEX Material Adverse Effect, and neither CYBEX
     nor any of its Subsidiaries has received any communication
     (written or oral), from any person or Governmental Authority that
     alleges that CYBEX or any of its Subsidiaries is not in such
     compliance with applicable Environmental Laws.

               (b)  Environmental Permits.  CYBEX and each of its
     Subsidiaries has obtained or has applied for all environmental,
     health and safety permits and governmental authorizations
     (collectively, the "Environmental Permits") necessary for the
     construction of their facilities or the conduct of their
     operations except where the failure to so obtain would not have a
     CYBEX Material Adverse Effect, and all such Environmental Permits
     are in good standing or, where applicable, a renewal application
     has been timely filed and is pending agency approval and CYBEX
     and its Subsidiaries are in material compliance with all terms
     and conditions of the Environmental Permits.

               (c)  Environmental Claims.  To the best knowledge of
     CYBEX, there is no Environmental Claim (as defined in Section
     4.11(g)(i)) which would have a CYBEX Material Adverse Effect
     pending (i) against CYBEX or any of its Subsidiaries, (ii)
     against any person or entity whose liability for any
     Environmental Claim CYBEX or any of its Subsidiaries has or may
     have retained or assumed either contractually or by operation of
     law or (iii) against any real or personal property or operations
     which CYBEX or any of its CYBEX Subsidiaries owns, leases or
     manages, in whole or in part.
<PAGE>



               (d)  Releases.  CYBEX has no knowledge of any Releases
     (as defined in Section 4.11(g)(iv)) of any Hazardous Material (as
     defined in Section 4.11(g)(iii)) that would be reasonably 
     likely to form the basis of any Environmental Claim against 
     CYBEX or any of its Subsidiaries, or against any person
     or entity whose liability for any Environmental Claim CYBEX or
     any of its Subsidiaries has or may have retained or assumed
     either contractually or by operation of law except for any
     Environmental Claim which would not have a CYBEX Material Adverse
     Effect.

               (e)  Predecessors.  CYBEX has no knowledge, with
     respect to any predecessor of CYBEX or any of its Subsidiaries,
     of any Environmental Claim which would have a CYBEX Material
     Adverse Effect pending or threatened, or of any Release of
     Hazardous Materials that would be reasonably likely to form the
     basis of any Environmental Claim which would have a CYBEX
     Material Adverse Effect.

               (f)  Disclosure.  To CYBEX's best knowledge, CYBEX has
     disclosed to Trotter all facts which CYBEX reasonably believes
     form the basis of an Environmental Claim which would have a CYBEX
     Material Adverse Effect.

               (g)  Definitions.  As used in this Agreement:

                    (i)  "Environmental Claim" means any and all
          administrative, regulatory or judicial actions, suits,
          demands, demand letters, directives, claims, liens,
          investigations, proceedings or notices of noncompliance or
          violation (written or oral) by any person or entity
          (including any Governmental Authority) alleging potential
          liability (including, without limitation, potential
          responsibility for or liability for enforcement,
          investigatory costs, cleanup costs, governmental response
          costs, removal costs, remedial costs, natural  resources
          damages, property damages, personal injuries or penalties)
          arising out of, based on or resulting from (A) the presence,
          Release or threatened Release into the environment of any
          Hazardous Materials at any location, whether or not owned,
          operated, leased or managed by CYBEX or any of its
          Subsidiaries (for purposes of this Section 4.11) or by
          Trotter or any of its Subsidiaries (for purposes of Section
          5.11); or (B) circumstances forming the basis of any
          violation or alleged violation of any Environmental Law or
          (C) any and all claims by any third party seeking damages,
          contribution, indemnification, cost recovery, compensation
          or injunctive relief resulting from the presence or Release
          of any Hazardous Materials.
<PAGE>


                    (ii) "Environmental Laws" means all federal, state
          and local laws, rules and regulations relating to pollution,
          the environment (including, without limitation, ambient air,
          surface water, groundwater, land surface or subsurface
          strata) or protection of human health as it relates to the
          environment including, without limitation, laws and 
          regulations relating to Releases or threatened Releases 
          of Hazardous Materials, or otherwise relating to the 
          manufacture, processing, distribution, use, treatment, 
          storage, disposal, transport or handling of Hazardous 
          Materials.

                    (iii)     "Hazardous Materials" means (a) any
          petroleum or petroleum products, radioactive materials,
          asbestos in any form that is or could become friable, urea
          formaldehyde foam insulation and transformers or other
          equipment that contain dielectric fluid containing
          polychlorinated biphenyls ("PCBs"); (b) any chemicals,
          materials or substances which are now defined as or included
          in the definition of "hazardous substances," "hazardous
          wastes," "hazardous materials," "extremely hazardous
          wastes," "restricted hazardous wastes," "toxic substances,"
          "toxic pollutants," or words of similar import under any
          Environmental Law and (c) any other chemical, material,
          substance  or waste, exposure to which is now prohibited,
          limited or regulated under any Environmental Law in a
          jurisdiction in which CYBEX or any of its Subsidiaries
          operates (for purposes of this Section 4.11) or in which
          Trotter or any of its Subsidiaries operates (for purposes of
          Section 5.11).

                    (iv) "Release" means any release, spill, emission,
          leaking, injection, deposit, disposal, discharge, dispersal,
          leaching or migration into the atmosphere, soil, surface
          water, groundwater or property.

               Section 4.12   Vote Required.  The approval of (i) the
     issuance of CYBEX Common Shares as provided herein and (ii) the
     amendment to CYBEX's certificate of incorporation to authorize
     additional CYBEX Common Shares and (iii) the amendment to the
     CYBEX Stock Plans to authorize an increase in the number of
     options issuable thereunder, by a majority of the votes entitled
     to be cast by all holders of CYBEX Common Shares (the "CYBEX
     Shareholders' Approval") is the only vote of the holders of any
     class or series of the capital stock of CYBEX or any of its
     Subsidiaries required to approve this Agreement, the Merger and
     the other transactions contemplated hereby.
<PAGE>



               Section 4.13   Corporate Records.

               (a)  Organizational Documents.  CYBEX has delivered to
     Trotter true, correct and complete copies of the certificates of
     incorporation (each certified by the Secretary of State or other
     appropriate official of the applicable jurisdiction of organ-
     ization) and by-laws (each certified by the secretary, assistant
     secretary or other appropriate officer of CYBEX) or comparable
     organizational documents of CYBEX and each of its Subsidiaries.

               (b)  Minute Books.  The minute books of CYBEX and each
     Subsidiary previously made available to Trotter contain complete
     and accurate records of all meetings and accurately reflect all
     other corporate action of the stockholders and board of directors
     (including committees thereof) of CYBEX and its Subsidiaries. 

               Section 4.14   No Undisclosed Liabilities.  Except as
     otherwise disclosed in Section 4.6 of the CYBEX Disclosure
     Schedule, neither CYBEX nor any Subsidiary has any indebtedness,
     obligations or liabilities of any kind (whether accrued,
     absolute, contingent or otherwise, and whether due or to become
     due) that would have been required to be reflected in, reserved
     against or otherwise described in the unaudited balance sheet of
     CYBEX as of September 30, 1996 (the "CYBEX Balance Sheet") or in
     the notes thereto in accordance with GAAP which was not fully
     reflected in, reserved against or otherwise described in the
     CYBEX Balance Sheet or the notes thereto or was not incurred in
     the ordinary course of business consistent with past practice
     since the date of the CYBEX Balance Sheet.

               Section 4.15   Real and Personal Property.  

               (a)  Section 4.15 of the CYBEX Disclosure Schedule sets
     forth a complete list of (i) all real property and interests in
     real property owned in fee by CYBEX and its Subsidiaries
     (individually, a "CYBEX Owned Property" and collectively, the
     "CYBEX Owned Properties"), and (ii) all real property and inte-
     rests in real property leased by CYBEX and its Subsidiaries
     (individually, a "CYBEX Real Property Lease" and the real proper-
     ties specified in such leases, together with the CYBEX Owned
     Properties, being referred to herein individually as a "CYBEX
     Property" and collectively as the "CYBEX Properties") as lessee
     or lessor.  CYBEX and its Subsidiaries have good and marketable
     fee title to all CYBEX Owned Property, free and clear of any
     lien, pledge, mortgage, deed of trust, security interest, claim,
     lease, charge, option, right of first refusal, easement,
     servitude, transfer restriction, encumbrance or any other
     restriction or limitation whatsoever (collectively, "Liens"),
<PAGE>


     except (A) Liens set forth in Section 4.15 of the CYBEX
     Disclosure Schedule and (B) Permitted Exceptions (as defined
     below).  The CYBEX Properties constitute all interests in real
     property currently used or currently held for use in connection
     with the business of CYBEX and which are necessary for the
     continued operation of the business of CYBEX as the business is
     currently conducted.  CYBEX and its Subsidiaries have a valid and
     enforceable leasehold interest under each of the CYBEX Real
     Property Leases, subject to applicable bankruptcy, insolvency,
     reorganization, moratorium and similar laws affecting creditors'
     rights and remedies generally and subject, as to enforceability,
     to general principles of equity (regardless of whether enforce-
     ment is sought in a proceeding at law or in equity), and neither
     CYBEX nor any Subsidiary has knowledge of any default or event
     that with notice or lapse of time, or both, would constitute a
     default by CYBEX or any Subsidiary under any of the CYBEX Real
     Property Leases.  All of the CYBEX Properties,
     buildings, fixtures and improvements thereon owned or leased by
     CYBEX and its Subsidiaries are in good operating condition and
     repair (subject to normal wear and tear).  CYBEX has delivered or
     otherwise made available to Trotter true, correct and complete
     copies of (i) all deeds, title reports and surveys for the CYBEX
     Owned Properties and (ii) the CYBEX Real Property Leases,
     together with all amendments, modifications or supplements, if
     any, thereto.  "Permitted Exceptions" means (i) all defects,
     exceptions, restrictions, easements, rights of way and
     encumbrances disclosed in policies of title insurance which have
     been made available to Trotter (in the case of CYBEX's property)
     or CYBEX (in the case of Trotter's property); (ii) statutory
     liens for current taxes, assessments or other governmental
     charges not yet delinquent or the amount or validity of which is
     being contested in good faith by appropriate proceedings,
     provided an appropriate reserve is established therefor; (iii)
     mechanics', carriers', workers', repairers' and similar Liens
     arising or incurred in the ordinary course of business that are
     not material to the business, operations and financial condition
     of the property so encumbered or CYBEX or Trotter, as the case
     may be; (iv) zoning, entitlement and other land use and
     environmental regulations by any Governmental Body, provided that
     such regulations have not been violated; and (v) such other
     imperfections in title, charges, easements, restrictions and
     encumbrances which do not materially detract from the value of or
     materially interfere with the present use of any property subject
     thereto or affected thereby.

               (b)  CYBEX and its Subsidiaries have good and
     marketable title to all of their respective tangible personal
     properties and assets, free and clear of all Liens except
     Permitted Exceptions.  Such properties and assets are in good
     operating condition and repair (subject to normal wear and tear).
<PAGE>


               Section 4.16   Intangible Property.  

               (a)  Section 4.16 of the CYBEX Disclosure Schedule
     contains a list of each patent, registered trademark, trade name,
     registered service mark and registered copyright owned by or
     licensed to CYBEX and/or its Subsidiaries and pending
     applications therefor, and each license or other agreement
     relating thereto.  Except as set forth in Section 4.16 of the
     CYBEX Disclosure Schedule, each of the foregoing is owned by the
     party shown on such Schedule as owning the same, free and clear
     of all mortgages, claims, liens, security interests, charges and
     encumbrances and is in good standing and not the subject of any
     challenge or, reexamination, interference or opposition
     proceeding.  

               (b)  Except as set forth in Section 4.16 of the CYBEX
     Disclosure Schedule, to the knowledge of CYBEX, all of the
     patents, patent applications, trademarks, service marks, trade
     names, copyrights, mask work rights, trade secrets, know-how,
     proprietary technical information, and computer software (collectively
     referred to herein as "Intellectual Property") owned or used by
     CYBEX or its Subsidiaries in their business (referred to herein
     as the "CYBEX Intellectual Property") are owned by or licensed to
     CYBEX or its Subsidiaries using same free and clear of all
     mortgages, claims, liens, security interests, charges and
     encumbrances.

               (c)  Except as set forth in Section 4.16 of the CYBEX
     Disclosure Schedule, no licenses of rights have been granted to
     any person to use, and, to the knowledge of CYBEX, no person is
     infringing, any of the CYBEX Intellectual Property and the
     business of CYBEX and its Subsidiaries is not operating under
     license of any Intellectual Property from, or other obligation to
     pay royalties to, any Person. There have been no claims made and
     neither CYBEX nor any Subsidiary has received any notice or
     otherwise knows or has reason to believe that any of the CYBEX
     Intellectual Property is invalid or conflicts with the asserted
     rights of others, or that the business of CYBEX or its
     Subsidiaries conflicts with or infringes the Intellectual
     Property rights of others.  There is no claim, suit or proceeding
     pending by or against CYBEX or any of its Subsidiaries charging
     the infringement of any Intellectual Property.

               Section 4.17   Material Contracts.  Section 4.17 of the
     CYBEX Disclosure Schedule sets forth all of the following
     contracts, agreements, indentures, notes, bonds, loans,
     instruments, leases, commitments, or other arrangements or
     agreements (collectively "Contracts") to which CYBEX or any of
     its Subsidiaries is a party or by which it is bound
 <PAGE>


    (collectively, the "CYBEX Material Contracts"):  (i) Contracts
     with any current officer or director of CYBEX or any of its
     Subsidiaries; (ii) Contracts with any labor union or association
     representing any employee of CYBEX or any of its Subsidiaries;
     (iii) Contracts pursuant to which any party is required to
     purchase or sell a stated portion of its requirements or output
     from or to another party; (iv) Contracts for the sale of any of
     the assets of CYBEX or any of its Subsidiaries other than in the
     ordinary course of business or for the grant to any person of any
     preferential rights to purchase any of its assets; (v) joint
     venture agreements (vi) material Contracts containing covenants
     of CYBEX or any of its Subsidiaries not to compete in any line of
     business or with any person in any geographical area or covenants
     of any other person not to compete with CYBEX or any of its
     Subsidiaries in any line of business or in any geographical area;
     (vii) Contracts relating to the acquisition by CYBEX or any of
     its Subsidiaries of any operating business or the capital stock
     of any other person; (viii) Contracts relating to the borrowing
     of money; or (ix) any other Contracts, other than CYBEX Real
     Property Leases and ordinary course purchase orders or capital
     expenditures, which involve the expenditure of more than $150,000
     in the aggregate or $100,000 annually or require performance by
     any party more than one year from the date hereof.  There have
     been made available to Trotter, its affiliates and their
     representatives true and complete copies of all of the CYBEX 
     Material Contracts.  Except as set forth in Section 4.17 of the 
     CYBEX Disclosure Schedule, all of the CYBEX Material Contracts and 
     other agreements are in full force and effect and are the legal, valid
     and binding obligation of CYBEX and/or its Subsidiaries,
     enforceable against them in accordance with its terms, subject to
     applicable bankruptcy, insolvency, reorganization, moratorium and
     similar laws affecting creditors' rights and remedies generally
     and subject, as to enforceability, to general principles of
     equity (regardless of whether enforcement is sought in a
     proceeding at law or in equity).  Except as set forth in Section
     4.17 of the CYBEX Disclosure Schedule, neither CYBEX nor any
     Subsidiary is in default in any material respect under any CYBEX
     Material Contract, nor, to the knowledge of CYBEX, is any other
     party to any CYBEX Material Contract in default thereunder in any
     material respect.

               Section 4.18   Related Party Transactions.  Except as
     set forth in Section 4.18 of the CYBEX Disclosure Schedule,
     neither CYBEX nor any of its affiliates has borrowed any moneys
     from or has outstanding any indebtedness or other similar obli-
     gations to CYBEX.  Except as set forth in Section 4.18 of the
     CYBEX Disclosure Schedule, neither CYBEX, any Subsidiary of
     CYBEX, any affiliate of CYBEX nor any officer or employee of any
     of them (i) owns any direct or indirect interest of any kind in,
     or controls or is a director, officer, employee or partner of, or
<PAGE>


     consultant to, or lender to or borrower from or has the right to
     participate in the profits of, any Person which is (A) a compe-
     titor, supplier, customer, landlord, tenant, creditor or debtor
     of CYBEX or any of its Subsidiaries, (B) engaged in a business
     related to the business of CYBEX or any of its Subsidiaries, or
     (C) a participant in any transaction to which CYBEX or any of its
     Subsidiaries is a party or (ii) is a party to any Contract with
     CYBEX or any of its Subsidiaries.

               Section 4.19   Opinion of Financial Advisor.  The Board
     of Directors of CYBEX has received the opinion of Smith Barney
     Inc. ("Smith Barney"), dated the date of this Agreement, to the
     effect that, as of such date, the Total Merger Consideration is
     fair from a financial point of view to CYBEX.

               Section 4.20   Insurance.  Except as set forth in
     Section 4.20 of the CYBEX Disclosure Schedule, CYBEX and each of
     its Subsidiaries is, and has been continuously since January 1,
     1993, insured with financially responsible insurers in such
     amounts and against such risks and losses as are customary in all
     material respects for companies conducting the business as
     conducted by CYBEX and its Subsidiaries during such time period. 
     Except as set forth in Section 4.20 of the CYBEX Disclosure
     Schedule, neither CYBEX nor any of its Subsidiaries has received
     any notice of cancellation or termination with respect to any
     material insurance policy of CYBEX or any of its Subsidiaries. 
     The insurance policies of CYBEX and each of its Subsidiaries 
     are valid and enforceable policies in all material respects.


                                 ARTICLE V

                 REPRESENTATIONS AND WARRANTIES OF TROTTER

               Trotter represents and warrants to CYBEX as follows:

               Section 5.1    Organization and Qualification.  Except
     as set forth in Section 5.1 of the schedule delivered by Trotter
     on the date hereof (the "Trotter Disclosure Schedule"), each of
     Trotter and each of its Subsidiaries is a corporation duly
     organized, validly existing and in good standing under the laws
     of its jurisdiction of incorporation or organization, has all
     requisite corporate power and authority, and has been duly
     authorized by all necessary approvals and orders to own, lease
     and operate its assets and properties to the extent owned, leased
     and operated and to carry on its business as it is now being
     conducted and is duly qualified and in good standing to do
     business in each jurisdiction in which the nature of its business
<PAGE>


     or the ownership or leasing of its assets and properties makes
     such qualification necessary other than in such jurisdictions
     where the failure so to qualify would not have a material adverse
     effect on Trotter and its Subsidiaries taken as a whole.

               Section 5.2    Subsidiaries.  Section 5.2 of the
     Trotter Disclosure Schedule sets forth a description as of the
     date hereof of all Subsidiaries and joint ventures of Trotter,
     including the name of each such entity and Trotter's interest
     therein. Except as set forth in Section 5.2 of the Trotter
     Disclosure Schedule, none of Trotter's Subsidiaries is a "public
     utility company," a "holding company," a "subsidiary company" or
     an "affiliate" of any public utility company within the meaning
     of Section 2(a)(5), 2(a)(7), 2(a)(8) or 2(a)(11) of the 1935 Act,
     respectively.  Except as set forth in Section 5.2 of the Trotter
     Disclosure Schedule, all of the issued and outstanding shares of
     capital stock of each of Trotter's Subsidiaries are validly
     issued, fully paid, nonassessable and free of preemptive rights,
     and are owned, directly or indirectly, by Trotter free and clear
     of any liens, claims, encumbrances, security interests, equities,
     charges and options of any nature whatsoever and there are no
     outstanding subscriptions, options, calls, contracts, voting
     trusts, proxies or other commitments, understandings,
     restrictions, arrangements, rights or warrants, including any
     right of conversion or exchange under any outstanding security,
     instrument or other agreement, obligating any such Subsidiary to
     issue, deliver or sell, or cause to be issued, delivered or sold,
     additional shares of its capital stock or obligating it to grant,
     extend or enter into any such agreement or commitment.

               Section 5.3    Capitalization.  As of the date hereof,
     the authorized capital stock of Trotter consists of 4,750,000
     shares of common stock, $.01 par value ("Trotter Common Stock"),
     and no preferred stock.  At the close of business on December 26,
     1996, (i) 3,800,000 shares of Trotter Common Stock were
     outstanding, not more than 1,488,000 shares of Trotter Common
     Stock were reserved for issuance pursuant to Trotter's 1993 Non-
     Qualified Stock Option Plan, 1994 Stock Option Plan and options
     for directors (collectively, the "Trotter Stock Plans"), of which
     388,500 shares were subject to existing options, (ii) no shares
     of Trotter Common Stock were held by Trotter in its treasury or
     by its Subsidiaries, (iii) no shares of Trotter Preferred Stock
     were outstanding, and (iv) no Voting Debt is issued or
     outstanding.  All outstanding shares of Trotter Common Stock are
     validly issued, fully paid and nonassessable and are not subject
     to preemptive rights.  Section 5.3 of the Trotter Disclosure
     Schedule includes a list of each outstanding option and right at
     December 26, 1996 existing under the Trotter Stock Plans,
     including the name of the holder of such option or right, the
     number of shares subject thereto, the exercise price of such
     option, the portion thereof which is vested at December 26, 1996
     and, if the exercisability of such option or right may be
<PAGE>


     accelerated in any way by the transactions contemplated by this
     Agreement or for any other reason, an indication of the extent of
     such acceleration.  As of the date of this Agreement, except
     pursuant to the Trotter Stock Plans, there are no options,
     warrants, calls, rights, commitments or agreements of any
     character to which Trotter or any Subsidiary is a party or by
     which it is bound obligating Trotter or any Subsidiary to issue,
     deliver or sell, or cause to be issued, delivered or sold,
     additional shares of capital stock or any Voting Debt securities
     of Trotter or any Subsidiary or obligating Trotter or any
     Subsidiary to grant, extend or enter into any such option,
     warrant, call, right or agreement.  Except for the outstanding
     options under the Trotter Stock Plans as described in the Trotter
     Disclosure Schedule, after the Effective Time, there will be no
     option, warrant, call, right or agreement obligating Trotter or
     any Subsidiary to issue, deliver or sell, or cause to be issued,
     delivered or sold, any shares of capital stock or any Voting Debt
     of Trotter or any Subsidiary, or obligating Trotter or any
     Subsidiary to grant, extend or enter into any such option,
     warrant, call, right or agreement.

               Section 5.4    Authority; Non-Contravention; Statutory
     Approvals; Compliance.

               (a)  Authority.  Trotter has all requisite power and
     authority to enter into this Agreement and, subject to the
     applicable Trotter Required Statutory Approvals (as defined in
     Section 5.4(c)), to consummate the transactions contemplated
     hereby or thereby.  The execution and delivery of this Agreement
     and the consummation by Trotter of the transactions contemplated
     hereby and thereby have been duly authorized by all necessary
     corporate action on the part of Trotter.  This Agreement has been
     duly and validly executed and delivered by Trotter and, assuming
     the due authorization, execution and delivery hereof
     by the other signatories hereto, constitutes the valid and
     binding obligation of Trotter enforceable against it in
     accordance with its terms.

               (b)  Non-Contravention.  Except as set forth in Section
     5.4(b) of the Trotter Disclosure Schedule, the execution and
     delivery of this Agreement by Trotter does not, and the
     consummation of the transactions contemplated hereby will not,
     result in a material Violation pursuant to any provisions of (i)
     the certificate of incorporation, by-laws or similar governing
     documents of Trotter or any of the its Subsidiaries, (ii) subject
     to obtaining the Trotter Required Statutory Approvals, any
     statute, law, ordinance, rule, regulation, judgment, decree,
     order, injunction, writ, permit or license of any Governmental
     Authority applicable to Trotter or any of its Subsidiaries or any
     of their respective properties or assets or (iii) subject to
<PAGE>


     obtaining the third-party consents set forth in Section 5.4(b) of
     the Trotter Disclosure Schedule (the "Trotter Required
     Consents"), any material note, bond, mortgage, indenture, deed of
     trust, license, franchise, permit, concession, contract, lease or
     other instrument, obligation or agreement of any kind to which
     Trotter or any of its Subsidiaries is a party or by which it or
     any of its properties or assets may be bound or affected, except
     in the case of clause (ii) or (iii) for any such Violation which
     would not have a Trotter Material Adverse Effect (as defined in
     Section 5.6).

               (c)  Consents of Third Parties.  No declaration, filing
     or registration with, or notice to or authorization, consent or
     approval of, any Person or Governmental Authority is necessary
     for the execution and delivery of this Agreement by Trotter or
     the consummation by Trotter of the transactions contemplated
     hereby, except as described in Section 5.4(c) of the Trotter
     Disclosure Schedule or the failure of which to obtain would not
     result in a Trotter Material Adverse Effect (the "Trotter
     Required Statutory Approvals").

               (d)  Compliance.  Except as set forth in Section
     5.4(d), Section 5.10 or Section 5.11 of the Trotter Disclosure
     Schedule, neither Trotter nor any of its Subsidiaries is in
     violation of, is under investigation with respect to any
     violation of, or has been given notice or been charged with any
     violation of, any law, statute, order, rule, regulation,
     ordinance or judgment (including, without limitation, any
     applicable environmental law, ordinance or regulation) of any
     Governmental Authority except for possible violations which
     individually or in the aggregate would not have a Trotter
     Material Adverse Effect.  Except as set forth in Section 5.4(d)
     of the Trotter Disclosure Schedule or in Section 5.11 of the
     Trotter Disclosure Schedule, Trotter and its Subsidiaries have
     all permits, licenses, franchises and other governmental
     authorizations, consents and approvals necessary to conduct their
     businesses as presently conducted which are material to the
     operation of the businesses of Trotter and its Subsidiaries. 
     Except as set forth in Section 5.4(d) of the Trotter Disclosure
     Schedule, Trotter and each of its Subsidiaries is not in breach
     or violation of or in default in the performance or observance 
     of any term or provision of, and no event has occurred which, with 
     lapse of time or action by a third party, could result in a default 
     under (i) its certificate of incorporation or by-laws or (ii) any 
     contract, commitment, agreement, indenture, mortgage, loan agreement,
     note, lease, bond, license, approval or other instrument to which it 
     is a party or by which it is bound or to which any of its property is
     subject except for possible violations, breaches or defaults
     which individually or in the aggregate would not have a Trotter
     Material Adverse Effect.
<PAGE>



               Section 5.5    Financial Statements.  Trotter has
     delivered to CYBEX copies of (i) the audited consolidated balance
     sheets of Trotter and its Subsidiaries as at December 31, 1995,
     1994 and 1993 and the related audited consolidated statements of
     income and of cash flows of Trotter and its Subsidiaries for the
     years then ended and (ii) the unaudited consolidated balance
     sheet of the Trotter and its Subsidiaries as at September 30,
     1996 and the related consolidated statements of income of Trotter
     and its Subsidiaries for the nine month period then ended and
     Trotter will deliver to CYBEX copies of the audited consolidated
     balance sheets of Trotter and its Subsidiaries as at December 31,
     1996 and the related audited consolidated statements of income
     and of cash flows of Trotter and its Subsidiaries for the year
     then ended (such audited and unaudited statements, including the
     related notes and schedules thereto, are referred to herein as
     the "Trotter Financial Statements").  Each of the Trotter
     Financial Statements is complete and correct in all material
     respects, has been prepared and will be prepared in accordance
     with GAAP (subject to normal year-end adjustments in the case of
     the unaudited statements) and in conformity with the practices
     consistently applied by Trotter without modification of the
     accounting principles used in the preparation thereof and fairly
     present the financial position, of Trotter and its Subsidiaries
     as of the dates thereof and the results of its operations and
     cash flows for the periods then ended, subject, in the case of
     the unaudited interim financial statements, to (i) normal,
     recurring, audit adjustments, (ii) required footnotes and (iii)
     statement of cash flows.

               For the purposes hereof, the unaudited consolidated
     balance sheet of Trotter and its Subsidiaries as at September 30,
     1996 is referred to as the "Trotter Balance Sheet" and
     September 30, 1996 is referred to as the "Trotter Balance Sheet
     Date."

               Section 5.6    Absence of Certain Changes or Events. 
     Except as set forth in Section 5.6 of the Trotter Disclosure
     Schedule, since the Trotter Balance Sheet Date:

                    (i)  Trotter and each of its Subsidiaries have
          conducted their business only in the ordinary course of
          business consistent with past practice;

                   (ii)  there has not been, and no fact or condition
          exists which would have or, insofar as reasonably can be
          foreseen, could have, a material adverse effect on the
          business, assets, financial condition, results of operations
          or prospects of Trotter and its Subsidiaries taken as a
          whole or which could delay or prevent the transactions
          contemplated hereby (a "Trotter Material Adverse Effect"); 
<PAGE>



                  (iii)  there has not been any damage, destruction or
          loss, whether or not covered by insurance, with respect to
          the property and assets of Trotter or any Subsidiary having
          a replacement cost of more than $50,000 for any single loss
          or $100,000 for all such losses;

                   (iv)  there has not been any declaration, setting
          aside or payment of any dividend or other distribution in
          respect of any shares of capital stock of Trotter or any
          repurchase, redemption or other acquisition by Trotter or
          any Subsidiary of any outstanding shares of capital stock or
          other securities of, or other ownership interest in, Trotter
          or any Subsidiary;

                    (v)  neither Trotter nor any Subsidiary has
          awarded or paid any bonuses to employees of Trotter or any
          Subsidiary with respect to the fiscal year ended December
          31, 1995, entered into any employment, deferred compens-
          ation, severance or similar agreement (nor amended any such
          agreement) or agreed to increase the compensation payable or
          to become payable by it to any of Trotter's or any
          Subsidiary's directors, officers, employees, agents or
          representatives or agreed to increase the coverage or bene-
          fits available under any severance pay, termination pay,
          vacation pay, company awards, salary continuation for dis-
          ability, sick leave, deferred compensation, bonus or other
          incentive compensation, insurance, pension or other employee
          benefit plan, payment or arrangement made to, for or with
          such directors, officers, employees, agents or representa-
          tives (other than normal increases in the ordinary course of
          business consistent with past practice and that in the
          aggregate have not resulted in a material increase in the
          benefits or compensation expense of Trotter and its
          Subsidiaries taken as a whole);

                   (vi)  there has not been any material change by
          Trotter or any Subsidiary in accounting or tax reporting
          principles, methods or policies;

                  (vii)  neither Trotter nor any Subsidiary has failed
          to promptly pay and discharge current liabilities except
          where disputed in good faith by appropriate proceedings;

<PAGE>
     

                 (viii)  neither Trotter nor any Subsidiary has made
          any loans, advances or capital contributions to, or
          investments in, any Person or paid any fees or expenses to
          any affiliate of Trotter;

                   (ix)  neither Trotter nor any Subsidiary has 
          mortgaged, pledged or subjected to any Lien any of its
          assets, or acquired any assets or sold, assigned, trans-
          ferred, conveyed, leased or otherwise disposed of any assets
          of Trotter or any Subsidiary, except for assets acquired or
          sold, assigned, transferred, conveyed, leased or otherwise
          disposed of in the ordinary course of business consistent
          with past practice;

                    (x)  neither Trotter nor any Subsidiary has
          discharged or satisfied any Lien, or paid any obligation or
          liability (fixed or contingent), except in the ordinary
          course of business consistent with past practice and which,
          would not have a Trotter Material Adverse Effect;

                   (xi)  neither Trotter nor any Subsidiary has
          canceled or compromised any debt or claim or amended,
          canceled, terminated, relinquished, waived or released any
          contract or right except in the ordinary course of business
          consistent with past practice and which would not have a
          Trotter Material Adverse Effect;

                  (xii)  neither Trotter nor any Subsidiary has made
          or committed to make any capital expenditures or capital
          additions or betterments in excess of $100,000 individually
          or $500,000 in the aggregate;

                 (xiii)  neither Trotter nor any Subsidiary has in-
          stituted or settled any material legal proceeding;

                  (xiv)  neither Trotter nor any Subsidiary has issued
          any capital stock, bonds or other corporate securities or
          debt instrument, or granted any options, warrants or other
          rights calling for the issuance thereof;

                   (xv)  neither Trotter nor any Subsidiary has
          amended its Certificate of Incorporation or By-Laws;

                  (xvi)  neither Trotter nor any Subsidiary has
          incurred any bank indebtedness; and


<PAGE>
     

                 (xvii)  Trotter has not agreed to do anything set
          forth in this Section 5.6.

               Section 5.7    Litigation.  Except as set forth in
     Section 5.7, Section 5.9 or Section 5.11 of the Trotter
     Disclosure Schedule, (i) there are no claims, suits, actions or
     proceedings, pending or, to the knowledge of Trotter, threatened,
     nor are there, to the knowledge of Trotter, any investigations or
     reviews pending or threatened against, relating to or affecting
     Trotter or any of its Subsidiaries which would have a Trotter
     Material Adverse Effect, (ii) there have not been any significant
     developments since October 1, 1996 with respect to such disclosed
     claims, suits, actions, proceedings, investigations or reviews
     and (iii) there are no judgments, decrees, injunctions, rules or
     orders of any court, governmental department, commission, agency,
     instrumentality or authority or any arbitrator applicable to
     Trotter or any of its Subsidiaries except for such that would not
     have a Trotter Material Adverse Effect.

               Section 5.8    Registration Statement; Proxy Statement. 
     None of the information supplied or to be supplied by or on
     behalf of Trotter for inclusion or incorporation by reference in
     the Registration Statement or Proxy Statement will, as to the
     Registration Statement, at the time if it is filed with the SEC
     and at the time it becomes effective under the Securities Act,
     and as to the Proxy Statement, at the dates mailed to
     shareholders and at the times of the meetings of shareholders to
     be held in connection with the Merger, contain any untrue
     statement of a material fact or omit to state any material fact
     required to be stated therein or necessary in order to make the
     statements therein, in light of the circumstances under which
     they are made, not misleading.

               Section 5.9    Tax Matters.  Except as set forth in
     Section 5.9 of the Trotter Disclosure Schedule:

               (a)  Filing of Timely Tax Returns.  Trotter and each of
     its Subsidiaries have filed (or there has been filed on its
     behalf) all Tax Returns required to be filed by each of them
     under applicable law except for those the failure of which to
     file would not have a Trotter Material Adverse Effect.  All such
     Tax Returns were and are in all material respects true, complete
     and correct and filed on a timely basis.

               (b)  Payment of Taxes.  To the best knowledge of
     Trotter, Trotter and each of its Subsidiaries have, within the
     time and in the manner prescribed by law, paid all Taxes that are
     currently due and payable except for those contested in good
     faith and for which adequate reserves have been taken.

<PAGE>
     

               (c)  Tax Reserves.  Trotter and each of its
     Subsidiaries have established on their books and records reserves
     adequate to pay all Taxes and reserves for deferred income taxes
     in accordance with GAAP which reserves are included in the
     Trotter Balance Sheet.

               (d)  Tax Liens.  There are no Tax liens upon the assets
     of Trotter or any of its Subsidiaries except liens for Taxes not
     yet due.

               (e)  Withholding Taxes.  Trotter and each of its
     Subsidiaries have complied in all material respects with the
     provisions of the Code relating to the withholding of Taxes, as
     well as similar provisions under any other laws, and have, within
     the time and in the manner prescribed by law, withheld from
     employee wages and paid over to the proper governmental
     authorities all amounts required.

               (f)  Extensions of Time for Filing Tax Returns. 
     Neither Trotter nor any of its Subsidiaries has requested any
     extension of time within which to file any Tax Return, which Tax
     Return has not since been filed.

               (g)  Waivers of Statute of Limitations.  Neither
     Trotter nor any of its Subsidiaries has executed any outstanding
     waivers or comparable consents regarding the application of the
     statute of limitations with respect to any Taxes or Tax Returns.

               (h)  Expiration of Statute of Limitations.  The statute
     of limitations for the assessment of all Taxes has expired for
     all applicable Tax Returns of Trotter and each of its
     Subsidiaries or those Tax Returns have been examined by the
     appropriate taxing authorities for all periods through the date
     hereof, and no deficiency for any Taxes has been proposed,
     asserted or assessed against Trotter or any of its Subsidiaries
     that has not been resolved and paid in full.

               (i)  Audit, Administrative and Court Proceedings.  No
     audits or other administrative proceedings or court proceedings
     are presently pending with regard to any Taxes or Tax Returns of
     Trotter or any of its Subsidiaries.

               (j)  Powers of Attorney.  No power of attorney
     currently in force has been granted by Trotter or any of its
     Subsidiaries concerning any Tax matter.
<PAGE>


               (k)  Tax Rulings.  Neither Trotter nor any of its
     Subsidiaries has received a Tax Ruling or entered into a Closing
     Agreement with any taxing authority that would have a continuing
     adverse effect after the Closing Date.

               (l)  Availability of Tax Returns.  Trotter has made
     available to CYBEX complete and accurate copies of (i) all Tax
     Returns, and any amendments thereto, filed by Trotter or any of
     its Subsidiaries, (ii) all audit reports received from any taxing
     authority relating to any Tax Return filed by Trotter or any of
     its Subsidiaries and (iii) any Closing Agreements entered into by
     Trotter or any of its Subsidiaries with any taxing authority.

               (m)  Tax Sharing Agreements.  Except as described in
     Section 5.9(m) of the Trotter Disclosure Schedule, neither
     Trotter nor any of its Subsidiaries is a party to any agreement
     relating to allocating or sharing of Taxes.  Trotter has provided
     CYBEX with true and correct copies of all documents listed in
     Section 5.9(m) of the Trotter Disclosure Schedule and no such
     documents will be amended without the consent of the majority of
     the non-Trotter parties to such agreements.

               (n)  Code Section 280G.  Neither Trotter nor any of its
     Subsidiaries is a party to any agreement, contract or arrangement
     that could result, on account of the transactions contemplated
     hereunder, separately or in the aggregate, in the payment of any
     "excess parachute payments" within the meaning of Section 280G of
     the Code.

               (o)  Liability for Others.  To the best knowledge of
     Trotter, none of Trotter or any of its Subsidiaries has any
     liability for Taxes of any person other than Trotter and its
     Subsidiaries (i) under Treasury Regulations Section 1.1502-6 (or
     any similar provision of state, local or foreign law) as a
     transferee or successor, (ii) by contract, or (iii) otherwise. 

               (p)  Excess Loss Account.  On the date hereof there is
     no, and at the Effective Time there will not be any, Excess Loss
     Account (as such term is defined in Treasury Regulation Section
     1.1502-19) with respect to the capital stock of Trotter or any of
     its Subsidiaries.

               Section 5.10   Employee Matters; ERISA.  Except as set
     forth in Section 5.10 of the Trotter Disclosure Schedule:
<PAGE>



               (a)  Benefit Plans.  Section 5.10(a) of the Trotter
     Disclosure Schedule contains a true and complete list of each
     employee benefit plan covering employees, former employees or
     directors of Trotter and each of its Subsidiaries or their
     beneficiaries, or providing benefits to such persons in respect
     of services provided to any such entity, including, but not
     limited to, any employee benefit plans within the meaning of
     Section 3(3) of ERISA and any severance or change in control
     agreement (collectively, the "Trotter Benefit Plans").

               (b)  Contributions.  All material contributions and
     other payments required to be made by Trotter or any of its
     Subsidiaries to any Trotter Benefit Plan (or to any person
     pursuant to the terms thereof) have been made or the amount of
     such payment or contribution obligation has been reflected in the
     Trotter Financial Statements.

               (c)  Qualification; Compliance.  Each of the Trotter
     Benefit Plans intended to be "qualified" within the meaning of
     Section 401(a) of the Code has been determined by the IRS to be
     so qualified, and, to the best knowledge of Trotter, no
     circumstances exist that are reasonably expected by Trotter to
     result in the revocation of any such determination.  Trotter is
     in compliance in all material respects with, and each of the
     Trotter Benefit Plans is and has been operated in all material
     respects in compliance with, all applicable laws, rules and
     regulations governing such plan, including, without limitation,
     ERISA and the Code.  Each Trotter Benefit Plan intended to
     provide for the deferral of income, the reduction of salary or
     other compensation, or to afford other income tax benefits,
     complies with the requirements of the applicable provisions of
     the Code or other laws, rules and regulations required to provide
     such income tax benefits.

               (d)  Liabilities.  With respect to the Trotter Benefit
     Plans, individually and in the aggregate, no event has occurred,
     and, to the best knowledge of Trotter, there does not now exist
     any condition or set of circumstances, that could subject Trotter
     or any of its Subsidiaries to any material liability arising
     under the Code, ERISA or any other applicable law (including,
     without limitation, any liability to any such plan or the PBGC),
     or under any indemnity agreement to which Trotter is a party,
     excluding liability for benefit claims and funding obligations
     payable in the ordinary course.

               (e)  Welfare Plans.  None of the Trotter Benefit Plans
     that are "welfare plans," within the meaning of Section 3(1) of
     ERISA, provides for any retiree benefits, other than continuation
     coverage required to be provided under Section 4980B of the Code
     or Part 6 of Title I of ERISA.
<PAGE>



               (f)  Documents Made Available.  Trotter has made
     available to CYBEX a true and correct copy of each collective
     bargaining agreement to which Trotter or any of its Subsidiaries
     is a party or under which Trotter or any of its Subsidiaries has
     obligations and, with respect to each Trotter Benefit Plan, where
     applicable, (i) such plan and summary plan description, (ii) the
     most recent annual report filed with the IRS, (iii) each related
     trust agreement, insurance contract, service provider or
     investment management agreement (including all amendments to each
     such document), (iv) the most recent determination of the IRS
     with respect to the qualified status of such Trotter Benefit
     Plan, and (v) the most recent actuarial report or valuation.

               (g)  Payments Resulting from Merger.  (i)  Except as
     disclosed in Section 5.10(g) of the Trotter Disclosure Schedule,
     the consummation or announcement of any transaction contemplated
     by this Agreement will not (either alone or upon the occurrence
     of any additional or further acts or events) result in any (A)
     payment (whether of severance pay or otherwise) becoming due from
     Trotter or any of its Subsidiaries to any officer, employee,
     former employee or director thereof or to the trustee under any
     "rabbi trust" or similar arrangement, or (B) benefit under any
     Trotter Benefit Plan being established or becoming accelerated,
     vested or payable and (ii) neither Trotter nor any of its
     Subsidiaries is a party to (A) any management, employment,
     deferred compensation, severance (including any payment, right or
     benefit resulting from a change in control), bonus or other
     contract for personal services with any officer, director or
     employee, (B) any consulting contract with any person who prior
     to entering into such contract was a director or officer of
     Trotter, or (C) any plan, agreement, arrangement or understanding
     similar to any of the foregoing, which with respect to clause
     (A), (B) and (C) provide for payment in excess of $10,000 per
     annum or $50,000 in the aggregate.

               (h)  Labor Agreements.  Except as set forth in Section
     5.10(h) of the Trotter Disclosure Schedule, as of the date
     hereof, neither Trotter nor any of its Subsidiaries is a party to
     any collective bargaining agreement or other labor agreement with
     any union or labor organization.  To the best knowledge of
     Trotter, as of the date hereof, there is no current union
     representation question involving employees of Trotter or any of
     its Subsidiaries, nor does Trotter know of any activity or
     proceeding of any labor organization (or representative thereof)
     or employee group to organize any such employees.  Except as
<PAGE>


     disclosed in Section 5.10(h) of the Trotter Disclosure Schedule
     or except to the extent such would not have a Trotter Material
     Adverse Effect, (i) there is no unfair labor practice, employment
     discrimination or other material complaint against Trotter or any
     of its Subsidiaries pending, or to the best knowledge of Trotter,
     threatened, (ii) there is no strike, lockout or material dispute,
     slowdown or work stoppage pending, or to the best knowledge of
     Trotter, threatened, against or involving Trotter, and (iii)
     there is no proceeding, claim, suit, action or governmental
     investigation pending or, to the best knowledge of Trotter,
     threatened, in respect of which any director, officer, employee
     or agent of Trotter or any of its Subsidiaries is or may be
     entitled to claim indemnification from Trotter or such Subsidiary
     pursuant to their respective certificates of incorporation or by-
     laws or as provided in the indemnification agreements listed in
     Section 5.10(h) of the Trotter Disclosure Schedule.  Neither
     Trotter nor any Subsidiary has ever been a party to a multi-
     employer retirement plan.
<PAGE>
     

               Section 5.11   Environmental Protection.  Except as set
     forth in Section 5.11 of the Trotter Disclosure Schedule:

               (a)  Compliance.  Trotter and each of its Subsidiaries
     is in compliance with all applicable Environmental Laws except
     where the failure to so comply would not have a Trotter Material
     Adverse Effect; and neither Trotter nor any of its Subsidiaries
     has received any communication (written or oral), from any person
     or Governmental Authority that alleges that Trotter or any of its
     Subsidiaries is not in such compliance with applicable
     Environmental Laws.

               (b)  Environmental Permits.  Trotter and each of its
     Subsidiaries has obtained or has applied for all the En-
     vironmental Permits necessary for the construction of their
     facilities or the conduct of their operations except where the
     failure to so comply would not have a Trotter Material Adverse
     Effect, and all such Environmental Permits are in good standing
     or, where applicable, a renewal application has been timely filed
     and is pending agency approval, and Trotter and its Subsidiaries
     are in material compliance with all terms and conditions of the
     Environmental Permits.

               (c)  Environmental Claims.  To the best knowledge of
     Trotter, there is no Environmental Claim which would have a
     Trotter Material Adverse Effect pending (i) against Trotter or
     any of its Subsidiaries or joint ventures, (ii) against any
     person or entity whose liability for any Environmental Claim
     Trotter or any of its Subsidiaries has or may have retained or
     assumed either contractually or by operation of law, or
<PAGE>


     (iii) against any real or personal property or operations which
     Trotter or any of its Subsidiaries owns, leases or manages, in
     whole or in part.

               (d)  Releases.  Trotter has no knowledge of any
     Releases of any Hazardous Material that would be reasonably
     likely to form the basis of any Environmental Claim against
     Trotter or any of its Subsidiaries, or against any person or
     entity whose liability for any Environmental Claim Trotter or any
     of its Subsidiaries has or may have retained or assumed either
     contractually or by operation of law except for any Environmental
     Claim which would not have a Trotter Material Adverse Effect.

               (e)  Predecessors.  Trotter has no knowledge, with
     respect to any predecessor of Trotter or any of its Subsidiaries,
     of any Environmental Claim which would have a Trotter Material
     Adverse Effect pending or threatened, or of any Release of
     Hazardous Materials that would be reasonably likely to form the
     basis of any Environmental Claim which would have a Trotter
     Material Adverse Effect.

               (f)  Disclosure.  To Trotter's best knowledge, Trotter
     has disclosed to CYBEX all facts which Trotter reasonably
     believes form the basis of an Environmental Claim which would
     have a Trotter Material Adverse Effect.

               Section 5.12   Corporate Records.

               (a)  Organizational Documents.  Trotter has delivered
     to CYBEX true, correct and complete copies of the certificates of
     incorporation (each certified by the Secretary of State or other
     appropriate official of the applicable jurisdiction of organ-
     ization) and by-laws (each certified by the secretary, assistant
     secretary or other appropriate officer of Trotter) or comparable
     organizational documents of Trotter and each of its Subsidiaries.

               (b)  Minute Books.  The minute books of Trotter and
     each Subsidiary previously made available to CYBEX contain com-
     plete and accurate records of all meetings and accurately reflect
     all other corporate action of the stockholders and board of
     directors (including committees thereof) of Trotter and its
     Subsidiaries. 

               Section 5.13   No Undisclosed Liabilities.  Except as
     otherwise disclosed in Section 5.6 of the Trotter Disclosure
     Schedule, neither Trotter nor any Subsidiary has any
     indebtedness, obligations or liabilities of any kind (whether
     accrued, absolute, contingent or otherwise, and whether due or to
     become due) that would have been required to be reflected in,
<PAGE>


     reserved against or otherwise described in the Trotter Balance
     Sheet or in the notes thereto in accordance with GAAP which was
     not fully reflected in, reserved against or otherwise described
     in the Trotter Balance Sheet or the notes thereto or was not
     incurred in the ordinary course of business consistent with past
     practice since the date of the Trotter Balance Sheet.

               Section 5.14   Real and Personal Property.  

               (a)  Section 5.14 of the Trotter Disclosure Schedule
     sets forth a complete list of (i) all real property and interests
     in real property owned in fee by Trotter and its Subsidiaries
     (individually, a "Trotter Owned Property" and collectively, the
     "Trotter Owned Properties"), and (ii) all real property and inte-
     rests in real property leased by Trotter and its Subsidiaries
     (individually, a "Trotter Real Property Lease" and the real
     properties specified in such leases, together with the Trotter
     Owned Properties, being referred to herein individually as a
     "Trotter Property" and collectively as the "Trotter Properties")
     as lessee or lessor.  Trotter and its Subsidiaries have good and
     marketable fee title to all Trotter Owned Property, free and
     clear of any Lien except (A) Liens set forth in Section 5.14 of
     the Trotter Disclosure Schedule and (B) Permitted Exceptions. 
     The Trotter Properties constitute all interests in real 
     property currently used or currently held for
     use in connection with the business of Trotter and which are
     necessary for the continued operation of the business of Trotter
     as the business is currently conducted.  Trotter and its
     Subsidiaries have a valid and enforceable leasehold interest
     under each of the Trotter Real Property Leases, subject to
     applicable bankruptcy, insolvency, reorganization, moratorium and
     similar laws affecting creditors' rights and remedies generally
     and subject, as to enforceability, to general principles of
     equity (regardless of whether enforcement is sought in a
     proceeding at law or in equity), and neither Trotter nor any
     Subsidiary has knowledge of any default or event that with notice
     or lapse of time, or both, would constitute a default by Trotter
     or any Subsidiary under any of the Trotter Real Property Leases. 
     All of the Trotter Properties, buildings, fixtures and
     improvements thereon owned or leased by Trotter and its
     Subsidiaries are in good operating condition and repair (subject
     to normal wear and tear).  Trotter has delivered or otherwise
     made available to CYBEX true, correct and complete copies of (i)
     all deeds, title reports and surveys for the Trotter Owned
     Properties and (ii) the Trotter Real Property Leases, together
     with all amendments, modifications or supplements, if any,
     thereto.
<PAGE>



               (b)  Trotter and its Subsidiaries have good and
     marketable title to all of their respective tangible personal
     properties and assets, free and clear of all Liens except
     Permitted Exceptions.  Such properties and assets are in good
     operating condition and repair (subject to normal wear and tear).

               Section 5.15   Intangible Property.  

               (a)  Section 5.15 of the Trotter Disclosure Schedule
     contains a list of each patent, registered trademark, trade name,
     registered service mark and registered copyright owned by or
     licensed to Trotter and/or its Subsidiaries and pending
     applications therefor, and each license or other agreement
     relating thereto.  Except as set forth in Section 5.15 of the
     Trotter Disclosure Schedule, each of the foregoing is owned by
     the party shown on such Schedule as owning the same, free and
     clear of all mortgages, claims, liens, security interests,
     charges and encumbrances and is in good standing and not the
     subject of any challenge or reexamination, interference or
     opposition proceeding.  

               (b)  Except as set forth in Section 5.15 of the Trotter
     Disclosure Schedule, to the knowledge of Trotter, all of
     Intellectual Property owned or used by Trotter or its
     Subsidiaries in their business (referred to herein as the
     "Trotter Intellectual Property") is owned by or licensed to
     Trotter or its Subsidiaries using same free and clear of all
     mortgages, claims, liens, security interests, charges and
     encumbrances.

               (c)  Except as set forth in Section 5.15 of the Trotter
     Disclosure Schedule, no licenses of rights have been granted to
     any person to use, and, to the knowledge of Trotter, no person is
     infringing, any of the Trotter Intellectual Property and the
     business of Trotter and its Subsidiaries is not operating under
     license of any Intellectual Property from, or other obligation to
     pay royalties to, any Person. There have been no claims made and
     neither Trotter nor any Subsidiary has received any notice or
     otherwise knows or has reason to believe that any of the Trotter
     Intellectual Property is invalid or conflicts with the asserted
     rights of others, or that the business of Trotter or its
     Subsidiaries conflicts with or infringes the Intellectual
     Property rights of others.  There is no claim, suit or proceeding
     pending by or against Trotter or any of its Subsidiaries charging
     the infringement of any Intellectual Property.

               Section 5.16   Material Contracts.  Section 5.16 of the
     Trotter Disclosure Schedule sets forth all of the following
     Contracts to which Trotter or any of its Subsidiaries is a party
     or by which it is bound (collectively, the "Trotter Material
<PAGE>


     Contracts"):  (i) Contracts with any current officer or director
     of Trotter or any of its Subsidiaries; (ii) Contracts with any
     labor union or association representing any employee of Trotter
     or any of its Subsidiaries; (iii) Contracts pursuant to which any
     party is required to purchase or sell a stated portion of its
     requirements or output from or to another party; (iv) Contracts
     for the sale of any of the assets of Trotter or any of its
     Subsidiaries other than in the ordinary course of business or for
     the grant to any person of any preferential rights to purchase
     any of its assets; (v) joint venture agreements (vi) material
     Contracts containing covenants of Trotter or any of its
     Subsidiaries not to compete in any line of business or with any
     person in any geographical area or covenants of any other person
     not to compete with Trotter or any of its Subsidiaries in any
     line of business or in any geographical area; (vii) Contracts
     relating to the acquisition by Trotter or any of its Subsidiaries
     of any operating business or the capital stock of any other
     person; (viii) Contracts relating to the borrowing of money; or
     (ix) any other Contracts, other than Trotter Real Property
     Leases, which involve the expenditure of more than $150,000 in
     the aggregate or $25,000 annually or require performance by any
     party more than one year from the date hereof.  There have been
     made available to CYBEX, its affiliates and their representatives
     true and complete copies of all of the Trotter Material
     Contracts.  Except as set forth in Section 5.16 of the Trotter
     Disclosure Schedule, all of the Trotter Material Contracts and
     other agreements are in full force and effect and are the legal,
     valid and binding obligation of Trotter and/or its Subsidiaries,
     enforceable against them in accordance with its terms, subject to
     applicable bankruptcy, insolvency, reorganization, moratorium and
     similar laws affecting creditors' rights and remedies generally
     and subject, as to enforceability, to general principles of
     equity (regardless of whether enforcement is sought in a
     proceeding at law or in equity).  Except as set forth in Section
     5.16 of the Trotter Disclosure Schedule, neither Trotter nor any
     Subsidiary is in default in any material
     respect under any Trotter Material Contract, nor, to the
     knowledge of Trotter, is any other party to any Trotter Material
     Contract in default thereunder in any material respect.

               Section 5.17   Related Party Transactions.  Except as
     set forth in Section 5.17 of the Trotter Disclosure Schedule,
     neither Trotter nor any of its affiliates has borrowed any moneys
     from or has outstanding any indebtedness or other similar obli-
     gations to Trotter.  Except as set forth in Section 5.17 of the
     Trotter Disclosure Schedule, neither Trotter, any Subsidiary of
     Trotter, any affiliate of Trotter nor any officer or employee of
     any of them (i) owns any direct or indirect interest of any kind
     in, or controls or is a director, officer, employee or partner
     of, or consultant to, or lender to or borrower from or has the
     right to participate in the profits of, any Person which is (A) a
     competitor, supplier, customer, landlord, tenant, creditor or
<PAGE>


     debtor of Trotter or any of its Subsidiaries, (B) engaged in a
     business related to the business of Trotter or any of its
     Subsidiaries, or (C) a participant in any transaction to which
     Trotter or any of its Subsidiaries is a party or (ii) is a party
     to any Contract with Trotter or any of its Subsidiaries.

               Section 5.18   Insurance.  Except as set forth in
     Section 5.18 of the Trotter Disclosure Schedule, Trotter and each
     of its Subsidiaries is, and has been continuously since January
     1, 1993, insured with financially responsible insurers in such
     amounts and against such risks and losses as are customary in all
     material respects for companies conducting the business as
     conducted by Trotter and its Subsidiaries during such time
     period.  Except as set forth in Section 5.18 of the Trotter
     Disclosure Schedule, neither Trotter nor any of its Subsidiaries
     has received any notice of cancellation or termination with
     respect to any material insurance policy of Trotter or any of its
     Subsidiaries.  The insurance policies of Trotter and each of its
     Subsidiaries are valid and enforceable policies in all material
     respects.


                                 ARTICLE VI

                   CONDUCT OF BUSINESS PENDING THE MERGER

               Section 6.1    Covenants of the Parties.  After the
     date hereof and prior to the Effective Time or earlier
     termination of this Agreement, CYBEX and Trotter each agree as
     follows, each as to itself and to each of its Subsidiaries,
     except as expressly contemplated or permitted in this Agreement
     or to the extent the other parties hereto shall otherwise consent
     in writing, which consent shall not be unreasonably withheld:

               (a)  Ordinary Course of Business.  Except as set forth
     in Section 6.1(a) of the CYBEX Disclosure Schedule, each party
     hereto shall, and shall cause its Subsidiaries to,
     carry on their respective businesses in the usual, regular and
     ordinary course in substantially the same manner as heretofore
     conducted and use all commercially reasonable efforts to preserve
     intact their present business organizations and goodwill,
     preserve the goodwill and relationships with customers, suppliers
     and others having business dealings with them and, subject to
     prudent management of workforce needs and ongoing programs
     currently in force, keep available the services of their present
     officers and employees and neither party will intentionally take
     any action which would cause the representations set forth in
     Section 4.6 or 5.6 to be incorrect at the Effective Time.
<PAGE>



               (b)  Dividends.  No party shall, nor shall any party
     permit any of its Subsidiaries to, (i) declare or pay any
     dividends on or make other distributions in respect of any of
     their capital stock other than to such party or its wholly owned
     subsidiaries; (ii) split, combine or reclassify any of their
     capital stock or issue or authorize or propose the issuance of
     any other securities in respect of, in lieu of, or in
     substitution for, shares of their capital stock; or (iii) redeem,
     repurchase or otherwise acquire any shares of their capital
     stock, other than for the purpose of funding employee stock
     ownership plans in accordance with past practice.  

               (c)  Issuance of Securities.  No party shall, nor shall
     any party permit any of its Subsidiaries to, issue, agree to
     issue, deliver, sell, award, pledge, dispose of or otherwise
     encumber or authorize or propose the issuance, delivery, sale,
     award, pledge, disposal or other encumbrance of, any shares of
     their capital stock of any class or any securities convertible
     into or exchangeable for, or any rights, warrants or options to
     acquire, any such shares or convertible or exchangeable
     securities, other than intercompany issuances of capital stock,
     and other than issuances (1) in the case of CYBEX and its
     Subsidiaries, of CYBEX Common Shares pursuant to the exercise of
     stock options or rights issued under the CYBEX Stock Plans
     outstanding as of the date hereof, and (2) in the case of
     Trotter, shares of Trotter Common Stock pursuant to the exercise
     of stock options issued under the Trotter Stock Plans outstanding
     as of the date hereof and the grant of options on the later of
     the Effective Time and March 31, 1997, as indicated in Section
     5.3 of the Trotter Disclosure Schedule.

               (d)  Charter Documents.  No party shall amend or
     propose to amend its respective certificate of incorporation, by-
     laws or regulations, or similar organic documents, except as
     contemplated herein.

               (e)  No Acquisitions.  No party shall, nor shall any
     party permit any of its Subsidiaries to, acquire, or publicly
     propose to acquire, or agree to acquire, by merger or
     consolidation with, or by purchase or otherwise, a substantial
     equity interest in or a substantial portion of the assets 
     of, any Person or division thereof, nor shall any party 
     acquire or agree to acquire a material amount of assets.

               (f)  Indebtedness.  Except as contemplated by this
     Agreement, no party shall, nor shall any party permit any of its
     Subsidiaries to, incur or guarantee any indebtedness (including
     any debt borrowed or guaranteed or otherwise assumed including,
     without limitation, the issuance of debt securities or warrants
     or rights to acquire debt) or enter into any "keep well" or other
     agreement to maintain any financial statement condition of
<PAGE>


     another person or enter into any arrangement having the economic
     effect of any of the foregoing other than (i) indebtedness or
     guarantees in the ordinary course of business consistent with
     past practice (such as the issuance of commercial paper, the use
     of existing credit facilities or hedging activities); (ii) long-
     term indebtedness not aggregating more than $500,000; (iii)
     arrangements between such party and its Subsidiaries or among its
     Subsidiaries; or (iv) in connection with the refunding of
     existing indebtedness.

               (g)  Compensation, Benefits.  Except as set forth in
     Section 6.1(g) of the CYBEX Disclosure Schedule or the Trotter
     Disclosure Schedule, as may be required by applicable law or as
     contemplated by this Agreement, no party shall, nor shall any
     party permit any of its Subsidiaries to, (i) enter into, adopt or
     amend or increase the amount or accelerate the payment or vesting
     of any benefit or amount payable under, any employee benefit plan
     or other contract, agreement, commitment, arrangement, plan or
     policy maintained by, contributed to or entered into by such
     party or any of its Subsidiaries, or increase, or enter into any
     contract, agreement, commitment or arrangement to increase in any
     manner, the compensation or fringe benefits, or otherwise to
     extend, expand or enhance the engagement, employment or any
     related rights, of any director, officer or other employee of
     such party or any of its Subsidiaries, except for normal
     increases in the ordinary course of business consistent with past
     practice that, in the aggregate, do not result in a material
     increase in benefits or compensation expense to such party or any
     of its Subsidiaries or (ii) enter into or amend any employment,
     severance or special pay arrangement with respect to the
     termination of employment or other similar contract, agreement or
     arrangement with any director or officer or other employee other
     than in the ordinary course of business consistent with past
     practice.

               (h)  Cooperation, Notification.  Each party shall (i)
     confer on a regular and frequent basis with one or more
     representatives of the other party to discuss, subject to
     applicable law, material operational matters and the general
     status of its ongoing operations; (ii) promptly notify the other
     party of any significant changes in its business, properties,
     assets, condition (financial or other), results of operations or
     prospects; (iii) advise the other party of any change or event
     which has had or, insofar as reasonably can be foreseen, is
     reasonably likely to result in, in the case of CYBEX, a CYBEX
     Material Adverse Effect or, in the case of Trotter, a Trotter
     Material Adverse Effect; and (iv) promptly provide the other
     party with copies of all filings made by such party or any of its
     Subsidiaries with any state or federal court, administrative
     agency, commission or other Governmental Authority in connection
     with this Agreement and the transactions contemplated hereby.
<PAGE>



               (i)  Third-Party Consents.  CYBEX shall, and shall
     cause its Subsidiaries to, use all commercially reasonable
     efforts to obtain all CYBEX Required Consents.  CYBEX shall
     promptly notify Trotter of any failure or prospective failure to
     obtain any such consents and, if requested by Trotter, shall
     provide copies of all CYBEX Required Consents obtained by CYBEX
     to Trotter.  Trotter shall, and shall cause its Subsidiaries to,
     use all commercially reasonable efforts to obtain all Trotter
     Required Consents.  Trotter shall promptly notify CYBEX of any
     failure or prospective failure to obtain any such consents and,
     if requested by CYBEX, shall provide copies of all Trotter
     Required Consents obtained by Trotter to CYBEX.

               (j)  No Breach, Etc.  No party shall, nor shall any
     party permit any of its Subsidiaries to, willfully take any
     action that would or is reasonably likely to result in a material
     breach of any provision of this Agreement, or in any of its
     representations and warranties set forth in this Agreement being
     untrue on and as of the Closing Date.

               (k)  Contracts.  No party shall, except in the ordinary
     course of business consistent with past practice, modify, amend,
     terminate, renew or fail to use reasonable business efforts to
     renew any material contract or agreement to which such party or
     any Subsidiary of such party is a party or waive, release or
     assign any material rights or claims.

               (l)  Insurance.  Each party shall, and shall cause its
     Subsidiaries to, maintain with financially responsible insurance
     companies insurance in such amounts and against such risks and
     losses as are customary for companies engaged in the business
     conducted by CYBEX and its Subsidiaries and Trotter and its
     Subsidiaries, as the case may be.

               (m)  Permits.  Each party shall, and shall cause its
     Subsidiaries to, use reasonable efforts to maintain in effect all
     existing governmental permits which are material to the
     operations of such party or its Subsidiaries.

               (n)  Proxy Statement; Registration Statement.  If at
     any time prior to the Effective Time, either CYBEX, Trotter, the
     Company or any of their respective affiliates, officers or
     directors should discover any information relating to CYBEX,
     Trotter or the Company which should be set forth in an amendment 
     to the Registration Statement or a supplement to the Proxy Statement,
     such party shall promptly inform the other parties.
<PAGE>



                                ARTICLE VII

                           ADDITIONAL AGREEMENTS

               Section 7.1    Access to Information.  Upon reasonable
     notice, each party shall, and shall cause its Subsidiaries to,
     afford to the officers, directors, employees, accountants,
     counsel, investment bankers, financial advisors and other rep-
     resentatives of the other (collectively, "Representatives")
     reasonable access, during normal business hours throughout the
     period prior to the Effective Time, to all of its properties,
     books, contracts, commitments and records (including, but not
     limited to, Tax Returns) and, during such period, each party
     shall, and shall cause its Subsidiaries to, furnish promptly to
     the other (i) access to each report, schedule and other document
     filed or received by it or any of its Subsidiaries pursuant to
     the requirements of federal or state securities laws or filed
     with or sent to the SEC or any other federal or state regulatory
     agency or commission, and (ii) access to all information
     concerning themselves, their subsidiaries, directors, officers
     and shareholders and such other matters as may be reasonably
     requested by the other party in connection with any filings,
     applications or approvals required or contemplated by this
     Agreement or for any other reason related to the transactions
     contemplated by this Agreement.  Each party shall, and shall
     cause its Subsidiaries and Representatives to, hold in strict
     confidence all documents and information concerning the other
     furnished to it in connection with the transactions contemplated
     by this Agreement in accordance with the Confidentiality
     Agreement, dated June 18, 1996, between CYBEX and Trotter, as it
     may be amended from time to time (the "Confidentiality
     Agreement").

               Section 7.2     Proxy Statement; Registration
     Statement.

               (a)  Preparation and Filing.  CYBEX will prepare and
     file with the SEC as soon as reasonably practicable after the
     date hereof the Proxy Statement and the Registration Statement. 
     CYBEX will use its best efforts to have the Registration
     Statement declared effective as soon thereafter as practicable. 
     The Proxy Statement shall include the recommendations of the
     Board of Directors of CYBEX in favor of the Merger, which shall
     not be withdrawn, modified or withheld except in compliance with
     the fiduciary duties of CYBEX's Board of Directors under
     applicable law.  Each of the parties hereto shall furnish all
     information concerning itself which is required or customary for
     inclusion in the Proxy Statement and the Registration Statement. 
     The information provided by any party hereto for use in the Proxy
     Statement or the Registration Statement shall be true and correct
     in all

<PAGE>
     

     material respects without omission of any material fact which is
     required to make such information not false or misleading.  No
     representation, covenant or agreement is made by any party hereto
     with respect to information supplied by any other party for
     inclusion in the Proxy Statement.

               (b)  Fairness Opinion Not Withdrawn.  It shall be a
     condition to the obligation of CYBEX to hold the CYBEX Special
     Meeting that the opinion of Smith Barney, referred to in Section
     4.19, shall not have been withdrawn.

               Section 7.3    Regulatory Matters.

               (a)  HSR Filings.  Each party hereto as soon as
     reasonably practicable after the date hereof shall file or cause
     to be filed with the Federal Trade Commission and the Department
     of Justice any notifications required to be filed by their
     respective "ultimate parent" companies under the Hart-Scott-
     Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
     Act"), and the rules and regulations promulgated thereunder with
     respect to the transactions contemplated hereby.  Such parties
     will use all commercially reasonable efforts to make such filings
     promptly and to respond promptly to any requests for additional
     information made by either of such agencies.

               (b)  Other Regulatory Approvals.  Each party hereto
     shall cooperate and use its best efforts to promptly prepare and
     file all necessary documentation, to effect all necessary
     applications, notices, petitions, filings and other documents,
     and to use all commercially reasonable efforts to obtain all
     necessary permits, consents, approvals and authorizations of all
     Governmental Authorities necessary or advisable to obtain the
     CYBEX Required Statutory Approvals and the Trotter Required
     Statutory Approvals.

               Section 7.4    Shareholder Approval.  Subject to the
     provisions of Section 7.2(b), CYBEX shall, as soon as reasonably
     practicable after the date hereof (i) take all steps necessary to
     duly call, give notice of, convene and hold a special meeting of
     its shareholders (the "CYBEX Special Meeting") for the purpose of
     securing the CYBEX Shareholders' Approval and (ii) distribute to
     its shareholders the Proxy Statement in accordance with
     applicable federal and state law and with its certificate of
     incorporation and by-laws. 
<PAGE>



               Section 7.5    Directors' and Officers'
     Indemnification.

               (a)  Indemnification.  To the extent, if any, not
     provided by an existing right of indemnification or other
     agreement or policy, from and after the Effective Time, the
     Company shall, to the fullest extent permitted by applicable law,
     indemnify, defend and hold harmless each person who is now, or has 
     been at any time prior to the date hereof, or who becomes prior to 
     the Effective Time, an officer, director or employee of any of the 
     parties hereto or any Subsidiary (each an "Indemnified Party" and 
     collectively, the "Indemnified Parties") against (i) all losses, 
     expenses (including reasonable attorney's fees and expenses), claims,
     damages or liabilities or, subject to the proviso of the next
     succeeding sentence, amounts paid in settlement, arising out of
     actions or omissions occurring at or prior to the Effective Time
     (and whether asserted or claimed prior to, at or after the
     Effective Time) that are, in whole or in part, based on or
     arising out of the fact that such person is or was a director,
     officer or employee of such party (the "Indemnified
     Liabilities"), and (ii) all Indemnified Liabilities to the extent
     they are based on or arise out of or pertain to the transactions
     contemplated by this Agreement.  In the event of any such loss,
     expense, claim, damage or liability (whether or not arising
     before the Effective Time), (i) the Company shall pay the
     reasonable fees and expenses of counsel selected by the
     Indemnified Parties, which counsel shall be reasonably
     satisfactory to the Company, promptly after statements therefor
     are received and otherwise advance to such Indemnified Party upon
     request reimbursement of documented expenses reasonably incurred,
     in either case to the extent not prohibited by the DGCL, (ii) the
     Company will cooperate in the defense of any such matter and
     (iii) any determination required to be made with respect to
     whether an Indemnified Party's conduct complies with the
     standards set forth under the DGCL and the certificate of
     incorporation or by-laws of the Company shall be made by
     independent counsel mutually acceptable to the Company and the
     Indemnified Party; provided, however, that the Company shall not
     be liable for any settlement effected without its written consent
     (which consent shall not be unreasonably withheld).  The
     Indemnified Parties as a group may retain only one law firm with
     respect to each related matter except to the extent there is, in
     the opinion of counsel to an Indemnified Party, under applicable
     standards of professional conduct, a conflict on any significant
     issue between positions of such Indemnified Party and any other
     Indemnified Party or Indemnified Parties.

               (b)  Insurance.  For a period of six years after the
     Effective Time, the Company shall cause to be maintained in
     effect policies of directors and officers' liability insurance
     maintained by CYBEX and Trotter for the benefit of those persons
     who are currently covered by such policies on terms no less
<PAGE>


     favorable than the terms of such current insurance coverage;
     provided, however, that the Company shall not be required to
     expend in any year an amount in excess of 200% of the annual
     aggregate premiums currently paid by CYBEX and Trotter for such
     insurance; and provided, further, that if the annual premiums of
     such insurance coverage exceed such amount, the Company shall be
     obligated to obtain a policy with the best coverage available, in
     the reasonable judgment of the Board of Directors of the Company,
     for a cost not exceeding such amount.

               (c)  Successors.  In the event the Company or any of
     its successors or assigns (i) consolidates with or merges into
     any other person and shall not be the continuing or surviving
     corporation or entity of such consolidation or merger or
     (ii) transfers all or substantially all of its properties and
     assets to any person, then and in either such case, proper
     provisions shall be made so that the successors and assigns of
     the Company shall assume the obligations set forth in this
     Section 7.5.

               (d)  Survival of Indemnification.  To the fullest
     extent permitted by law, from and after the Effective Time, all
     rights to indemnification as of the date hereof in favor of the
     employees, agents, directors and officers of CYBEX, Trotter and
     their respective Subsidiaries with respect to their activities as
     such prior to the Effective Time, as provided in their respective
     certificates of incorporation and by-laws in effect on the date
     thereof, or otherwise in effect on the date hereof, shall survive
     the Merger and shall continue in full force and effect for a
     period of not less than six years from the Effective Time.

               (e)  Benefit.  The provisions of this Section 7.5 are
     intended to be for the benefit of, and shall be enforceable by,
     each Indemnified Party, his or her heirs and his or her repre-
     sentatives.

               Section 7.6    Public Announcements.  Subject to each
     party's disclosure obligations imposed by law, CYBEX and Trotter
     will cooperate with each other in the development and
     distribution of all news releases and other public information
     disclosures with respect to this Agreement or any of the
     transactions contemplated hereby and shall not issue any public
     announcement or statement with respect hereto or thereto without
     the consent of the other party (which consent shall not be
     unreasonably withheld). 
<PAGE>



               Section 7.7    Employee Agreements and Workforce
     Matters.

               (a)  Certain Employee Agreements.  Subject to Sections
     7.8, and 7.9, the Company and its Subsidiaries shall honor,
     without modification, all contracts, agreements, collective
     bargaining agreements and commitments of the parties prior to the
     date hereof that apply to any current or former employee or
     current or former director of the parties hereto; provided,
     however, that this undertaking is not intended to prevent the
     Company from enforcing such contracts, agreements, collective
     bargaining agreements and commitments in accordance with their
     terms, including, without limitation, any reserved right to
     amend, modify, suspend, revoke or terminate any such contract,
     agreement, collective bargaining agreement or commitment.

               Section 7.8    Employee Benefit Plans.  At the
     Effective Time, the Trotter Stock Options Plans shall be
     terminated and prior to the Closing, CYBEX and Trotter shall
     cooperate in establishing employee benefit plans for the
     Surviving Corporation and for the transition of the existing
     plans of both CYBEX and Trotter.


               Section 7.9    Stock Option and Other Stock Plans.  At
     the Effective Time, each outstanding option to purchase shares of
     Trotter Common Stock (each a "Trotter Stock Option") under
     Trotter Stock Plans, whether vested or unvested, will be assumed
     by CYBEX.  Each Trotter Stock Option so assumed by CYBEX shall
     continue to have, and be subject to, the same terms and
     conditions set forth in the applicable Trotter Stock Plan
     immediately prior to the Effective Time, except that (i) such
     Trotter Stock Option shall be exercisable for that number of
     whole shares of CYBEX Common Stock equal to the product of the
     number of shares of Trotter Common Stock that were issuable upon
     exercise of such Trotter Stock Option immediately prior to the
     Effective Time, multiplied by the Merger Consideration, rounded
     up to nearest whole number of shares of CYBEX Common Stock, (ii)
     the per share exercise price shall be equal to the quotient
     determined by dividing the exercise price per share of Trotter
     Common Stock at which such Trotter Stock Option was exercisable
     immediately prior to the Effective Time by the Merger
     Consideration, rounded up to the nearest whole cent, and (iii)
     each Trotter Stock Option shall be immediately exercisable.

               (b)  At the Effective Time, the Company shall issue to
     each holder of an outstanding Trotter Stock Option a document
     evidencing the foregoing assumption of such Trotter Stock Option
     by CYBEX.
<PAGE>



               (c)  CYBEX agrees to file a Registration Statement on
     Form S-8 for the shares of CYBEX Common Stock issuable with
     respect to the assumed Trotter Stock Options, no later than ten
     (10) days after the Effective Date.

               Section 7.10   No Solicitations.  From and after the
     date hereof, CYBEX and Trotter will not, and will not authorize
     or permit any of their respective Representatives to, directly or
     indirectly, solicit, initiate or encourage (including by way of
     furnishing information) or take any other action to facilitate
     knowingly any inquiries or the making of any proposal which
     constitutes or may reasonably be expected to lead to an
     Acquisition Proposal (as defined herein) from any Person, or
     engage in any discussion or negotiations relating thereto or
     accept any Acquisition Proposal; provided, however, that
     notwithstanding any other provision hereof, CYBEX may (i) at any
     time prior to obtaining the CYBEX Shareholders' approval engage
     in discussions or negotiations with a third party who (without
     any solicitation, initiation, encouragement, discussion or
     negotiation, directly or indirectly, by or with CYBEX or its
     Representatives after the date hereof) seeks to initiate such
     discussions or negotiations and may furnish such third party
     information concerning CYBEX and its business, properties and
     assets if, and only to the extent that, (A) (x) the third party
     has first made an Acquisition Proposal that is financially
     superior to the Merger and not subject to any financing
     conditions (as determined in good faith in each case by CYBEX's
     Board of Directors after consultation with its financial
     advisors) and (y) CYBEX's Board of Directors shall conclude in
     good faith, after considering applicable provisions of state law,
     on the basis of written advice of outside counsel that such
     action is necessary for the Board of Directors to act in a manner
     consistent with its fiduciary duties under applicable law and (B)
     prior to furnishing such information to or entering into
     discussions or negotiations with such Person, CYBEX (x) provides
     prompt notice to Trotter to the effect that it is furnishing
     information to or entering into discussions or negotiations with
     such Person and (y) receives from such Person an executed
     confidentiality agreement in reasonably customary form on terms
     not more favorable to such Person than the terms contained in the
     Confidentiality Agreement; (ii) comply with Rule 14e-2
     promulgated under the Exchange Act with regard to a tender or
     exchange offer, and/or (iii) accept an Acquisition Proposal from
     a third party, provided CYBEX terminates this Agreement pursuant
     to Section 9.1(e).  Each party shall immediately cease and
     terminate any existing solicitation, initiation, encouragement,
     activity, discussion or negotiation with any parties conducted
     heretofore by the party or its Representatives with respect to
     the foregoing.  Each party will notify the other of any such
     discussions or negotiations, requests for information or the
     receipt of any Acquisition Proposal, including the identity of
     the Person or group involved and the terms and conditions of any
     Acquisition Proposal.  As used herein, "Acquisition Proposal"
     shall mean a proposal or offer (other than by the other party
     hereto) for a tender or exchange offer, merger, consolidation or
     other business combination involving the party or any material
     subsidiary of the party or any proposal to acquire in any manner
     a substantial equity interest in or a substantial portion of the
     assets of the party or any material subsidiary.
<PAGE>   


              Section 7.11   CYBEX Board of Directors.  CYBEX's and
     Trotter's respective Boards of Directors will take such action as
     may be necessary to cause the number of directors comprising the
     full Board of Directors of CYBEX at the Effective Time to be 9
     persons, 4 of whom shall be designated by CYBEX prior to the
     Effective Time and 5 of whom shall be designated by Trotter prior
     to the Effective Time.  The initial designation of such directors
     among the three classes of the Board of Directors of CYBEX shall
     be agreed to by CYBEX and Trotter, the designees of each party to
     be divided equally among such classes; provided, however, that
     if, prior to the Effective Time, any of such designees shall
     decline or be unable to serve, the party which designated such
     person shall designate another person to serve in such person's 
     stead.  Promptly following the Effective Date, Peter Haines 
     shall be appointed the Chief Executive Officer of CYBEX.

               Section 7.12   Tax-Free Reorganization.  CYBEX and
     Trotter shall use all reasonable efforts to cause the
     representations set forth in the CYBEX Certificate and the
     Trotter Certificate, respectively, to be true in all material
     respects as of the Effective Time.

               Section 7.13   Listing of Stock.  CYBEX agrees to apply
     for listing on the American Stock Exchange, the CYBEX Common
     Shares issuable, and those required to be reserved for issuance,
     in connection with the Merger, upon official notice of issuance.

               Section 7.14   Expenses.  All costs and expenses
     incurred in connection with this Agreement and the transactions
     contemplated hereby shall be paid by the party incurring such
     expenses, except all out-of-pocket printing and solicitation
     costs in connection with the Registration Statement and the Proxy
     Statement shall be shared equally by CYBEX and Trotter.

               Section 7.15   Further Assurances.  Each party will,
     and will cause its Subsidiaries to, execute such further
     documents and instruments and take such further actions as may
     reasonably be requested by any other party in order to consummate
     the Merger in accordance with the terms hereof.

<PAGE>



                                ARTICLE VIII

                                 CONDITIONS

               Section 8.1    Conditions to Each Party's Obligation to
     Effect the Merger.  The respective obligations of each party to
     effect the Merger shall be subject to the satisfaction on or
     prior to the Closing Date of the following conditions, except, to
     the extent permitted by applicable law, that such conditions may
     be waived in writing pursuant to Section 9.5 by the joint action
     of the parties hereto: 

               (a)  Shareholder Approval.  The CYBEX Shareholders'
     Approval shall have been obtained.

               (b)  No Injunction.  No temporary restraining order or
     preliminary or permanent injunction or other order by any federal
     or state court preventing consummation of the Merger shall have
     been issued and be continuing in effect, and the Merger and the
     other transactions contemplated hereby shall not have been prohibited
     under any applicable federal or state law or regulation.

               (c)  Statutory Approvals.  The CYBEX Required Statutory
     Approvals and the Trotter Required Statutory Approvals shall have
     been obtained at or prior to the Effective Time, such approvals
     shall have become Final Orders (as defined below) and such Final
     Orders do not impose terms or conditions which, in the aggregate,
     would have, or insofar as reasonably can be foreseen, could have,
     a material adverse effect on the business, assets, financial
     condition or results of operations of the Company and its
     prospective subsidiaries taken as a whole or which would be
     materially inconsistent with the agreements of the parties
     contained herein.  A "Final Order" means action by the relevant
     regulatory authority which has not been reversed, stayed,
     enjoined, set aside, annulled or suspended, with respect to which
     any waiting period prescribed by law before the transactions
     contemplated hereby may be consummated has expired, and as to
     which all conditions to the consummation of such transactions
     prescribed by law, regulation or order have been satisfied.
<PAGE>



               (d)  Registration Statement Effective.  The SEC shall
     have declared the Registration Statement effective.  No stop
     orders suspending the effectiveness of the Registration Statement
     or any part thereof shall have been issued, and no proceeding for
     that purpose, and no similar proceeding in respect of the Proxy
     Statement, shall have been initiated or threatened in writing by
     the SEC.

               (e)  Stock Listing.  The CYBEX Common Shares issuable
     to stockholders of Trotter pursuant to this Agreement and such
     other shares required to be reserved for issuance in connection
     with the Merger shall have been authorized for listing on the
     American Stock Exchange, Inc. upon official notice of issuance.

               (f)  Fairness Opinion.  The opinion of Smith Barney
     referred to in Section 4.19 shall not have been withdrawn.

               Section 8.2    Conditions to Obligation of Trotter to
     Effect the Merger.  The obligation of Trotter to effect the
     Merger shall be further subject to the satisfaction, on or prior
     to the Closing Date, of the following conditions, except as may
     be waived by Trotter in writing pursuant to Section 9.5:

               (a)  Performance of Obligations of CYBEX.  CYBEX
     (and/or its appropriate Subsidiaries) will have performed in all
     material respects its agreements and covenants contained in or
     contemplated by this Agreement required to be performed by it at
     or prior to the Effective Time.

               (b)  Representations and Warranties.  The
     representations and warranties of CYBEX set forth in this
     Agreement shall be true and correct in all material respects (i)
     on and as of the date hereof and (ii) on and as of the Closing
     Date with the same effect as though such representations and
     warranties had been made on and as of the Closing Date (except
     for representations and warranties that expressly speak only as
     of a specific date or time other than the date hereof or the
     Closing Date which need only be true and correct as of such date
     or time).

               (c)  Closing Certificates.  Trotter shall have received
     a certificate signed by the chief financial officer of CYBEX,
     dated the Closing Date, to the effect that, to the best of such
     officer's knowledge, the conditions set forth in Section 8.2(a)
     and Section 8.2(b) have been satisfied.

               (d)  CYBEX Certificate.  Trotter shall have received a
     certificate, substantially in the form of Exhibit 8.2(d) hereof
     (the "CYBEX Certificate"), signed by the Chief Financial Officer
     of CYBEX.
<PAGE>



               Section 8.3    Conditions to Obligation of CYBEX to
     Effect the Merger.  The obligation of CYBEX to effect the Merger
     shall be further subject to the satisfaction, on or prior to the
     Closing Date, of the following conditions, except as may be
     waived by CYBEX in writing pursuant to Section 9.5:

               (a)  Performance of Obligations of Trotter.  Trotter
     (and/or its appropriate Subsidiaries) will have performed in all
     material respects its agreements and covenants contained in or
     contemplated by this Agreement required to be performed by it at
     or prior to the Effective Time.

               (b)  Representations and Warranties.  The
     representations and warranties of Trotter set forth in this
     Agreement shall be true and correct in all material respects (i)
     on and as of the date hereof and (ii) on and as of the Closing
     Date with the same effect as though such representations and
     warranties had been made on and as of the Closing Date (except
     for representations and warranties that expressly speak only as
     of a specific date or time other than the date hereof or the
     Closing Date which need only be true and correct as of such date
     or time).

               (c)  Closing Certificates.  CYBEX shall have received a
     certificate signed by the chief financial officer of Trotter,
     dated the Closing Date, to the effect that, to the best of such
     officer's knowledge, the conditions set forth in Section 8.3(a)
     and Section 8.3(b) have been satisfied.

               (d)  Trotter Certificate.  CYBEX shall have received a
     certificate, substantially in the form of Exhibit 8.3(d) hereof
     (the "Trotter Certificate"), signed by the Chief Financial
     Officer of Trotter.

               (e)  Selling Shareholder Certificate.  CYBEX shall have
     received a certificate, substantially in the form of Exhibit
     8.3(e) hereof, signed by the Chief Financial Officer of UM Equity
     Corp.

<PAGE>



                                 ARTICLE IX
     
                     TERMINATION, AMENDMENT AND WAIVER

               Section 9.1    Termination.  This Agreement may be
     terminated at any time prior to the Closing Date, whether before
     or after approval by the shareholders of the respective parties
     hereto contemplated by this Agreement:

               (a)  by mutual written consent of the Boards of
     Directors of CYBEX and Trotter;

               (b)  by either Trotter or CYBEX (i) if there has been a
     material breach of any representation, warranty, covenant or
     agreement on the part of the other set forth in this Agreement,
     which breach has not been cured within 20 business days following
     receipt by the breaching party of notice of such breach or
     adequate assurance of such cure shall not have been given by or
     on behalf of the breaching party within such 20 business-day
     period, or (ii) if any state or federal law, order, rule or
     regulation is adopted or issued, which has the effect, as
     supported by the written opinion of outside counsel for such
     party, of prohibiting the Merger, or by any party hereto if any
     court of competent jurisdiction in the United States or any State
     shall have issued an order, judgment or decree permanently
     restraining, enjoining or otherwise prohibiting the Merger, and
     such order, judgment or decree shall have become final and
     nonappealable;

               (c)  by any party hereto, by written notice to the
     other parties, if the Effective Time shall not have occurred on
     or before June 30_, 1997 (the "Initial Termination Date");
     provided, however, that the right to terminate the Agreement
     under this Section 9.1(c) shall not be available to any party
     whose failure to fulfill any obligation under this Agreement has
     been the cause of, or resulted in, the failure of the Effective
     Time to occur on or before this date;

               (d)  by any party hereto, by written notice to the
     other parties, if the CYBEX Shareholders' Approval shall not have
     been obtained at a duly held CYBEX Special Meeting, including any
     adjournments thereof; or

               (e)  by CYBEX, prior to the approval of this Agreement
     by the shareholders of CYBEX, upon five days' prior notice to
     Trotter, if, as a result of an Acquisition Proposal by a party
     other than Trotter or any of its affiliates, the Board of
     Directors of CYBEX determines in good faith that their fiduciary
<PAGE>


     obligations under applicable law require that such Acquisition
     Proposal be accepted; provided, however, that (i)
     the Board of Directors of CYBEX shall have been advised in
     writing by outside counsel that notwithstanding a binding
     commitment to consummate an agreement of the nature of this
     Agreement entered into in the proper exercise of their applicable
     fiduciary duties, such fiduciary duties would also require the
     directors to reconsider such commitment as a result of such
     Acquisition Proposal; and (ii) prior to any such termination,
     CYBEX shall, and shall cause its respective financial and legal
     advisors to, negotiate with Trotter to make such adjustments in
     the terms and conditions of this Agreement as would enable CYBEX
     to proceed with the transactions contemplated herein.

               Section 9.2    Effect of Termination.  In the event of
     termination of this Agreement by either CYBEX or Trotter pursuant
     to Section 9.1 there shall be no liability on the part of either
     CYBEX or Trotter or their respective officers or directors
     hereunder, except as provided in Section 9.3 and except that
     Section 7.14, the agreement contained in the last sentence of
     Section 7.1, Section 10.2 and Section 10.8 shall survive the
     termination.

               Section 9.3    Topping Fee.  If CYBEX terminates this
     Agreement pursuant to Section 9.1(e) and consummates a
     transaction for the merger, consolidation or other business
     combination of CYBEX with an unrelated third party within twelve
     months after the date of termination of this Agreement, then,
     provided that Trotter shall not have materially breached any of
     the representations, warranties, covenants or agreements made on
     its part such that either of the conditions set forth in Sections
     8.3(a) or (b) will not be satisfied, CYBEX shall pay to Trotter,
     within five (5) business days following Trotter's written request
     therefor, an amount equal to the sum of $2,000,000 plus all
     actual out-of-pocket costs and expenses (not to exceed $250,000
     in the aggregate) incurred by Trotter through the date of
     termination in connection with this Agreement and the
     transactions contemplated hereby.

               Section 9.4    Amendment.  This Agreement may be
     amended by the Boards of Directors of the parties hereto, at any
     time before or after approval hereof by the shareholders of CYBEX
     and Trotter and prior to the Effective Time, but after such
     approvals, no such amendment shall (i) alter or change the amount
     or kind of shares, rights or any of the proceedings of the
     treatment of shares under Article II or (ii) alter or change any
     of the terms and conditions of this Agreement if any of the
     alterations or changes, alone or in the aggregate, would
     materially adversely affect the rights of holders of CYBEX Common
     Shares or Trotter Common Stock, except for alterations or changes
     that could otherwise be adopted by the Board of Directors of the
     Company, without the further approval of such shareholders, as
     applicable. This Agreement may not be amended except by an
     instrument in writing signed on behalf of each of the parties
     hereto.

<PAGE>

   

               Section 9.5    Waiver.  At any time prior to the
     Effective Time, the parties hereto may (a) extend the time for
     the performance of any of the obligations or other acts of the
     other parties hereto, (b) waive any inaccuracies in the
     representations and warranties contained herein or in any
     document delivered pursuant hereto and (c) waive compliance with
     any of the agreements or conditions contained herein, to the
     extent permitted by applicable law.  Any agreement on the part of
     a party hereto to any such extension or waiver shall be valid if
     set forth in an instrument in writing signed on behalf of such
     party.


                                 ARTICLE X

                             GENERAL PROVISIONS

               Section 10.1   Non-Survival; Effect of Representations
     and Warranties.   All representations, warranties and agreements
     in this Agreement shall not survive the Merger, except as
     otherwise provided in this Agreement and except for the
     agreements contained in this Section 10.1 and in Article II,
     Section 7.5, Section 7.14, Section 9.3 and Section 10.8.

               Section 10.2   Brokers.  CYBEX represents and warrants
     that, except for Smith Barney whose fees have been disclosed to
     Trotter prior to the date hereof, no broker, finder or investment
     banker is entitled to any brokerage, finder's or other fee or
     commission in connection with the Merger or the transactions
     contemplated by this Agreement based upon arrangements made by or
     on behalf of CYBEX.  Trotter represents and warrants that, except
     for Howard Lawson & Co., whose fees have been disclosed to CYBEX
     prior to the date hereof, no broker, finder or investment banker
     is entitled to any brokerage, finder's or other fee or commission
     in connection with the Merger or the transactions contemplated by
     this Agreement based upon arrangements made by or on behalf of
     Trotter.

               Section 10.3   Notices.  All notices and other
     communications hereunder shall be in writing and shall be deemed
     given (i) if delivered personally, (ii) if sent by reputable
     overnight courier service, (iii) if telecopied (which is
     confirmed), or (iv) five days after being mailed by registered or
     certified mail (return receipt requested) to the parties at the
     following addresses (or at such other address for a party as
     shall be specified by like notice):


<PAGE>
     

          (a)  If to CYBEX, to

               CYBEX International, Inc.
               2100 Smithtown Avenue
               Ronkonkoma, NY 11779
               Attn:  Chairman of the Board
                    Chief Executive Officer
                    Chief Financial Officer

               Telecopy:  (516) 585-9000
               Telephone: (516) 585-1840

               with a copy to

               Weil, Gotshal & Manges LLP
               767 Fifth Avenue
               New York, NY  10153
               Attn:  Jeffrey J. Weinberg

               Telecopy:   (212) 310-8007
               Telephone:  (212) 310-8000

          and

          (b)  if to Trotter, to

               Trotter Inc.
               10 Trotter Drive
               Medway, MA 02053
               Attn:  Chief Executive Officer

               Telecopy:  (508) 533-5799
               Telephone: (508) 533-4300


<PAGE>
     

               with a copy to

               UM Holdings Ltd.
               65 Haddon Avenue
               Haddonfield, NJ 08033
               Attn:  John Aglialoro

               Telecopy:  (609) 354-2216
               Telephone: (609) 354-2200

               and a copy to

               Archer & Greiner
               One Centennial Square
               Haddonfield, NJ 08033
               Attn:  Jim Carll

               Telecopy:  (609) 795-0574
               Telephone: (609) 354-3031

          (c)  if to the Company, to

               c/o Chief Executive Officer of CYBEX at
               the address set forth above

          and

               c/o Chief Executive Officer of Trotter at 
               the address set forth above.

               Section 10.4   Miscellaneous.  This Agreement
     (including the documents and instruments referred to herein) (i)
     constitutes the entire agreement and supersedes all other prior
     agreements and understandings, both written and oral, among the
     parties, or any of them, with respect to the subject matter
     hereof other than the Confidentiality Agreement; (ii) shall not
     be assigned by operation of law or otherwise; and (iii) shall be
     governed by and construed in accordance with the laws of the
     State of New York applicable to contracts executed in and to be
     fully performed in such State, without giving effect to its
     conflicts of law rules or principles and except to the extent the
     provisions of this Agreement (including

<PAGE>
     

     the documents or instruments referred to herein) are expressly
     governed by or derive their authority from the DGCL.

               Section 10.5   Interpretation.  When a reference is
     made in this Agreement to Sections or Exhibits, such reference
     shall be to a Section or Exhibit of this Agreement, respectively,
     unless otherwise indicated.  The table of contents and headings
     contained in this Agreement are for reference purposes only and
     shall not affect in any way the meaning or interpretation of this
     Agreement. Whenever the words "include," "includes" or
     "including" are used in this Agreement, they shall be deemed to
     be followed by the words "without limitation."

               Section 10.6   Counterparts; Effect.  This Agreement
     may be executed in one or more counterparts, each of which shall
     be deemed to be an original, but all of which shall constitute
     one and the same agreement.

               Section 10.7   Parties' Interest.  This Agreement
     shall be binding upon and inure solely to the benefit of each
     party hereto, and, except for rights of Indemnified Parties as
     set forth in Section 7.5, nothing in this Agreement, express or
     implied, is intended to confer upon any other person any rights
     or remedies of any nature whatsoever under or by reason of this
     Agreement. 

               Section 10.8   Waiver of Jury Trial and Certain
     Damages.  Each party to this Agreement waives, to the fullest
     extent permitted by applicable law, (i) any right it may have to
     a trial by jury in respect of any action, suit or proceeding
     arising out of or relating to this Agreement and (ii) any right
     it may have to receive damages from any other party based on any
     theory of liability for any special, indirect, consequential
     (including lost profits) or punitive damages.

               Section 10.9   Enforcement.  The parties agree that
     irreparable damage would occur in the event that any of the
     provisions of this Agreement were not performed in accordance
     with their specific terms or were otherwise breached.  It is
     accordingly agreed that the parties shall be entitled to an
     injunction or injunctions to prevent breaches of this Agreement
     and to enforce specifically the terms and provisions of this
     Agreement in any court of the United States located in the State
     of New York or in New York state court, this being in addition to
     any other remedy to which they are entitled at law or in equity. 
     In addition, each of the parties hereto (a) consents to submit
     itself to the personal jurisdiction of any federal court located
     in the State of New York or any New York state court in the event
<PAGE>


     any dispute arises out of this Agreement or any of the
     transactions contemplated by this Agreement, (b) agrees that it
     will not attempt to deny such personal jurisdiction by motion or
     other request for leave from any such court and (c) agrees that
     it will not bring any action relating to this Agreement or any of
     the transactions contemplated by this Agreement in any court
     other than a federal or state court sitting in the State of New
     York.


<PAGE>
     


               IN WITNESS WHEREOF, CYBEX, Trotter and the Company have
     caused this Agreement to be signed by their respective officers
     thereunto duly authorized as of the date first written above.



                              CYBEX INTERNATIONAL, INC.


                              By: /s/ John C. Spratt                          
                                 ---------------------------
                                 Name:  John C. Spratt
                                 Title: Chairman of the Board


                              TROTTER INC.


                              By: /s/ John Aglialoro                          
                                 ---------------------------
                                 Name:  John Aglialoro
                                 Title: Chairman of the Board


                              CAT'S TAIL, INC.


                              By: /s/ John C. Spratt                          
                                 ---------------------------
                                 Name:  John C. Spratt
                                 Title: Chairman of the Board



     NYFS10...:\80\60380\0026\1196\AGR0146X.38E