CAPITAL CALL AGREEMENT
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     THIS  CAPITAL  CALL AGREEMENT (this "Agreement") is entered into as of July
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___,  2004  among  Craig Sloan, an individual (the "Capital Call Investor"), The
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GSI  Group,  Inc.,  a  Delaware corporation ("Borrower"), and Congress Financial
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Corporation  (Central),  an  Illinois  corporation, in its capacity as Agent for
Lenders  (as  defined  in  the  Loan  Agreement  defined  below)  ("Agent").
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                                    RECITALS
     A.     Reference  is made to that certain Loan and Security Agreement dated
as  of  the date hereof among Borrower, the Persons named therein as Guarantors,
Agent  and  the  Persons signatory thereto from time to time as Lenders (as from
time  to  time  amended, restated, supplemented or otherwise modified, the "Loan
                                                                            ----
Agreement")  pursuant  to  which Lenders have agreed to make Loans to, and incur
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Letter  of  Credit Accommodations for the benefit of, Borrower.  All capitalized
terms  used  but not otherwise defined herein have the meanings given to them in
the  Loan  Agreement.

     B.     The Capital Call Investor has a  substantial  ownership  interest in
Borrower,  and,  as  such, benefits from the credit facilities made available to
Borrower  under  the  Loan  Agreement.

     C.   In order to induce Agent and Lenders to continue to make the Loans and
incur  Letter  of Credit Accommodations, the Capital Call Investor has committed
to provide Excess Availability support to Borrower (either in the form of common
equity or subordinated participation loans) upon the terms and conditions all as
more  fully  described  herein.

                                    AGREEMENT

     NOW,  THEREFORE, in consideration of the foregoing and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged,  the  Capital  Call Investor,
Borrower  and  Agent  hereby  agree  as  follows:
     1.     Capital Call Commitment.  From and after the date hereof through the
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Termination  Date  (as  defined  in Section 8 hereof), the Capital Call Investor
shall  make  or  cause  to be made from time to time an investment (the "Capital
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Call  Investment")  in  Borrower  upon  demand  by Agent at any time when Excess
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Availability  is less than $5,000,000.  Each Capital Call Investment shall be in
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an  amount  sufficient  to  cause Excess Availability to be at least $10,000,000
(the  "Required Investment Amount").  Agent may make demand for the Capital Call
Investment  at  any  time  and  from time to time from and after the date hereof
through  the  Termination  Date.  The  Capital  Call  Investment will be made in
accordance  with  Section  3  below not later than ten (10) days after demand by
Agent  (the  "Capital  Call  Date").
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2.     Representations  and  Warranties.  The  Capital Call Investor represents,
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warrants  and  covenants  that:
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     (a)     the  execution,  delivery  and  performance  of this Agreement is a
legal,  valid  and  binding  obligation of the Capital Call Investor enforceable
against  him in accordance with its terms, except as the enforcement thereof may
be  subject  to  (i)  the  effect  of  any  applicable  bankruptcy,  insolvency,
reorganization,  moratorium or similar law affecting creditors' rights generally
and (ii) general principles of equity (regardless of whether such enforcement is
sought  in  a  proceeding  in  equity  or  at  law);  and

     (b)     he has, as of the date hereof, and shall, at all times prior to the
termination  of  this Agreement, maintain available capital to call in an amount
sufficient  to  enable  it  to  honor  its  obligations  hereunder.

     3.     Third  Party  Beneficiary.  The  Capital  Call Investor acknowledges
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that  Lenders  are third party beneficiaries of this agreement and that Agent is
entitled  to  enforce  the  same  on  behalf  of  Lenders.

     4.   Investment Mechanics. On or prior to any applicable Capital Call Date,
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the  Capital  Call  Investor  shall  either (a) make an investment by purchasing
common  stock  of  Borrower for an aggregate consideration equal to the Required
Investment  Amount, which amount shall in turn be used by Borrower to prepay the
Revolving  Loans  or (b) enter into a junior participation agreement in the form
of  Exhibit  A  hereto  pursuant  to  which  he  shall  purchase  subordinated
participation interests in the outstanding Revolving Loans in an amount equal to
the  Required  Investment  Amount.

     5.     Governing Law; Successors. This Agreement shall  be  governed by the
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internal  laws  of the State of Illinois and shall bind and inure to the benefit
of  the  parties  and  their  respective  heirs,  successors  and  assigns.

     6.     Entire  Agreement; Amendments. This Agreement constitutes the entire
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agreement  and supersedes all other oral or written agreements among the parties
hereto  with  respect to the matters covered hereby and thereby.  This Agreement
and  the  terms  hereof may only be modified, amended, supplemented or waived by
the  written agreement of all parties hereto.  This Agreement shall constitute a
Financing  Agreement.

     7.     Counterparts. This Agreement may be executed  in  one  or  more
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counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     8.     Termination. This Agreement shall terminate upon the payment in full
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of all Obligations and the  termination  of the Loan Agreement (the "Termination
Date").

                            [SIGNATURE PAGE FOLLOWS]

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     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  as  of  the  day  and  year  first  above  written.
CONGRESS  FINANCIAL  CORPORATION  (CENTRAL)


By:
Name:
Title:


THE  GSI  GROUP,  INC.


By:
Name:
Title:



Craig  Sloan,  individually  and  not  as  a  director
or  officer  of  The  GSI  Group,  Inc.




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                                    EXHIBIT A

                     FORM OF JUNIOR PARTICIPATION AGREEMENT

                                   [Attached]


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