FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER


               FIRST AMENDMENT (this "Amendment"), dated as of January 16,
     1997, to 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") (the "Merger Agreement").

               WHEREAS, CYBEX, Trotter and the Company desire to amend the
     Merger Agreement in order to correct certain errors and/or eliminate
     certain ambiguities in the Merger Agreement;

               WHEREAS, capitalized terms not otherwise defined herein have
     the meanings ascribed to them in the Merger Agreement;

               NOW, THEREFORE, in consideration of the premises and mutual
     covenants contained herein, the parties hereto hereby agree as
     follows:

               SECTION 1.  Amendments.  The Merger Agreement is hereby
                           ----------
     amended as follows:

          (a)  Sections 2.2, 7.9(c) and 7.11 of the Merger Agreement are
     amended by deleting each reference to "Effective Date" and
     substituting therefor "Effective Time".

          (b)  Section 6.1(g) of the CYBEX Disclosure Schedule is amended
     by adding the following: "CYBEX may secure by letter of credit or
     otherwise the balance of the payments due to J. Raymond Elliott under
     his employment agreement with the Company".

          (c)  Section 7.5 of the Merger Agreement is amended by deleting
     each reference to "DGCL" and substituting therefor "New York Business
     Corporation Law".

          (d)  Section 7.7 of the Merger Agreement is amended to delete the
     "(a)" that immediately precedes the heading "Certain Employee
     Agreements".

          (e)  Section 7.9 of the Merger Agreement is amended to insert an
     "(a)" immediately following the heading "Stock Option and Other Stock
     Plans".



<PAGE>


          (e)  Section 7.9 of the Merger Agreement is amended to insert an
     "(a)" immediately following the heading "Stock Option and Other Stock
     Plans".

          (f)  Sections 7.5, 7.7 and 7.9(b) of the Merger Agreement are
     amended by deleting each reference to "the Company" and substituting
     therefor "CYBEX".

          (g)  Section 8.1(c) of the Merger Agreement is amended to read in
     its entirety as follows:

                    Statutory Approvals.  All waiting periods applicable to
          the consummation of the Merger under the HSR Act shall have
          expired or been terminated and all approvals of, or filings with,
          any Governmental Authority required to consummate the
          transactions contemplated hereby shall have been obtained or
          made, other than immaterial approvals and filings, the failure to
          obtain or make which would have no material adverse effect on
          CYBEX or Trotter or, following the Effective Time, CYBEX.

          (h)  The Index of Principal Terms of the Merger Agreement is
     amended by deleting the reference to the term "Final Order".


               SECTION 2. Miscellaneous. 
                          -------------
          (a)  Except as specifically amended above, the Merger Agreement
     shall remain in full force and effect and is hereby ratified and
     confirmed.

          (b)  This Amendment may not be amended except by an instrument in
     writing signed on behalf of each of the parties hereto.

          (c)  This Amendment 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.

          (d)  This Amendment 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.

<PAGE>
     

               IN WITNESS WHEREOF, CYBEX, Trotter and the Company have
     caused this Amendment 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





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