<PAGE>

                      FIRST AMENDMENT TO FOURTH AMENDED
                   AND RESTATED LOAN AND SECURITY AGREEMENT

     THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT (this "Amendment") is dated and effective as of July 6, 1999 by and
among THE GSI GROUP, INC., a Delaware corporation (the "Borrower"), the several
financial institutions which are or may from time to time become parties to this
Agreement (each a "Bank" and collectively, the "Banks") and LASALLE BANK
NATIONAL ASSOCIATION (formerly known as LaSalle National Bank), as "Agent" for
the Banks.

                                   RECITALS

     A.   Borrower, the Agent and Banks entered into a Fourth Amended and
Restated Loan and Security Agreement dated as of February 4, 1999 (the "Loan
Agreement").

     B.   Borrower, the Agent and Banks desire to amend the Loan Agreement as
hereinafter provided effective as of the date hereof, except for certain
financial covenants set forth in Article VIII of the Loan Agreement which are
amended effective as of March 31, 1999 in order to reflect Borrower's actual
performance for the fiscal quarter then ended and for all periods thereafter.

     NOW THEREFORE, in consideration of the foregoing Recitals, and the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:

     1.   Defined Terms. Capitalized terms used herein and not otherwise defined
in this Amendment shall have the meanings specified for such terms in the Loan
Agreement. All references herein to Articles and Sections shall mean the
Articles and Sections of the Loan Agreement.

     2.   Amendments to the Loan Agreement. (a) The definition of the term
 "Applicable Margin" set forth in Section 1.1 is hereby modified in its
 entirety to read as follows:

          "'Applicable Margin' shall mean with respect to Euro-Dollar Loans,
          Floating Rate Loans and the Non-Use Fee, the rate per annum
          determined as set forth below:

                      [SEE CHART ON NEXT PAGE]
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
<S>                              <C>           <C>            <C>
   Senior Debt to EBITDA Ratio     Applicable    Applicable    Applicable
                                     Margin      Margin for    Margin for
                                   for Euro-    Non-Use Fee   Floating Rate
                                  Dollar Loans                   Loans
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
  Greater Than or    And Less
     Equal to          Than
-------------------------------------------------------------------------------
    3.00 to 1                           3.50%          .50%            .75%
-------------------------------------------------------------------------------
    2.75 to 1       3.00 to 1           3.25%         .375%            .50%
-------------------------------------------------------------------------------
    2.50 to 1       2.75 to 1           3.00%         .375%             50%
-------------------------------------------------------------------------------
    2.25 to 1       2.50 to 1           2.75%         .375%            .50%
-------------------------------------------------------------------------------
    2.00 to 1       2.25 to 1           2.50%          .25%            .25%
-------------------------------------------------------------------------------
    1.75 to 1       2.00 to 1           2.25%          .25%              0
-------------------------------------------------------------------------------
    1.50 to 1       1.75 to 1           2.00%          .20%              0
-------------------------------------------------------------------------------
    1.25 to 1       1.50 to 1           1.75%          .20%              0
-------------------------------------------------------------------------------
                    1.25 to 1           1.50%          .20%              0
-------------------------------------------------------------------------------
</TABLE>
            Any change in the Applicable Margin due to a change in the Senior
            Debt to EBITDA Ratio shall take place upon receipt by Agent of the
            Compliance Certificate pursuant to Section 7.01(E) indicating such
            change in the Senior Debt to EBITDA Ratio."

The Applicable Margin in effect as of the date hereof is 3.50% for Euro-Dollar
Loans; .75% for Floating Rate Loans; and .50% for Non-Use Fee.

     (b)  The following definitions are hereby added to Section 1.1 of the
          Loan Agreement:

               "'Excess Collateral Availability' shall mean, as of any date, the
               amount by which the lesser of (x) the Available RCL Amount or (y)
               the Borrowing Base exceeds the sum of (i) the aggregate face
               amounts of all Letters of Credit issued by the Issuing Bank for
               the account of Borrower and outstanding or drawn but unreimbursed
               as of such date (ii) the amount of Subsidiary Borrower Revolving
               Credit Loans outstanding as of such date, (iii) $5,000,000 of
               Debt of FarmPro, Inc. guaranteed by Borrower and (iv) the amount
               of Revolving Credit Loans outstanding as of such date.

               'Lock Box Account' shall have the meaning specified in
               Section 7.14.

               'Lock Box Agreement' shall have the meaning specified in
               Section 7.14."

                                       2
<PAGE>

     (c)  Clause (iii) of Section 2.01(A) is hereby modified to read as
          follows:

               "(iii) $5,000,000 of Debt of FarmPro, Inc. guaranteed by
               Borrower"

     (d)  Clause (F) of Section 6.14 is hereby modified to read as follows:

               "(F) Debt in the form of the guarantee of Debt of FarmPro, Inc.,
               a Pennsylvania corporation in an aggregate amount not in excess
               of $5,000,000 at any time outstanding"

     (d)  Section 7.01(D) is hereby modified to read as follows:

               "(D)  at the Closing, thereafter no later than 15 days after the
                     end of each calendar quarter, and at such other times as
                     Agent shall request, an accounts receivable aging in form
                     satisfactory to Agent;"

     (e)  Section 7.01(J) is hereby modified to read as follows:

               "(J)  immediately upon Agent's request, copies of all regular,
                     periodic or special reports of the Company or any
                     Subsidiary thereof filed with the Securities and Exchange
                     Commission or any other Governmental Authority succeeding
                     to any of the principal ftinctions thereof; and"

     (f)  Section 7.01(K) is hereby modified to read as follows:

               "(K)  at the Closing, thereafter no less often than weekly within
                     2 Business Days of the end of the immediately preceding
                     week, and at such other times as Agent shall request, a
                     borrowing base certificate in the form of Exhibit."

     (g)  The following Section 7.14 is hereby added to the Loan Agreement.

               "7.14 Lock Box Account. (a) Borrower shall at all times maintain
               a lock box account (the "Lock Box Account"), and shall enter a
               Lock Box Agreement, with Agent in the form customarily used by
               Agent (the "Lock Box Agreement").

               (b) If at any time Excess Collateral Availability is less than
               $2,000,000 or if an Event of Default has occurred and is
               continuing, then in addition to Agent's rights with respect to
               the Lock Box Account, (i) Agent shall have the rights, remedies
               and powers set forth in Section 9.05 and (ii) Agent shall have
               the right to apply to the payment of the Obligations then due and
               owing any and all balances, credits, deposits, accounts or moneys
               of Borrower then or thereafter with the Agent or any Bank, and
               the Agent or such Bank shall give reasonably prompt notification
               to

                                       3
<PAGE>

          Borrower after such application. Without limiting the generality of
          the foregoing, Agent shall the right to receive and open mail
          addressed to Borrower, to receive cash, checks, drafts, notes and
          other instruments for the payment of money and to credit any amounts
          so received against the Obligations then due and owing."

     (h)  Sections 8.01 and 8.02 are hereby modified to read as follows:

               "8.01 EBITDA. Have and maintain at all times in respect of any
               period of four consecutive calendar quarters ending with a
               calendar quarter set forth below EBITDA of not less than as
               follows:

               ---------------------------------------------------------------
                  Period    1Q, 2Q &   4Q99, 1Q &    3Q & 4Q00   1Q, 2Q, 3Q &
                              3Q99        2Q00                       4Q01
               ---------------------------------------------------------------

               ---------------------------------------------------------------
                 in 000's   $12,000     $15,000       $20,000      $22,000
               ---------------------------------------------------------------

               8.02 Senior Debt to EBITDA. Have a Senior Debt to EBITDA Ratio of
               not more than (i) 4.75 to 1.00 as of the end of each calendar
               quarter through and including the calendar quarter ending June
               30, 1999, (ii) 4.00 to 1.00 as of the end of the calendar quarter
               ending September 30, 1999, (iii) 3.25 to 1.00 as of the end of
               the calendar quarters ending December 31, 1999, March 31, 2000
               and June 30, 2000 and (iv) 2.75 to 1.00 as of the end of each
               calendar quarter thereafter."

     3.   Additional Modifications to Loan Agreement. (a) Notwithstanding
anything contained in the definition of the term "Eligible Account" in Section
1.01 to the contrary, from and after the date hereof through August 31, 1999,
25% (up to a maximum of $2,000,000) of the aggregate face amount of Uninsured
Foreign Accounts shall be deemed to be "Eligible Accounts" provided such
Uninsured Foreign Accounts meet all of the requirements of clauses (A) and (C)
through (N) of said definition. For purposes of this paragraph 3(a), the term
"Uninsured Foreign Accounts" shall mean any Account owing from Account Debtors
other than Domestic Account Debtors which is secured neither by a letter of
credit nor credit insurance.

     (b)  Notwithstanding anything contained in the Loan Agreement to the
contrary, the Revolving Credit Loan Commitment shall be increased to be as
follows:
<TABLE>
<CAPTION>
               ---------------------------------------------------------------------------------------------------------
                                            From the date of this Amendment       From November 1, 1999 through
                                            through October 31, 1999              November 30, 1999
               ---------------------------------------------------------------------------------------------------------
<S>                                        <C>                                    <C>                  <C>
                Amount of the Revolving    the lesser of (x) $5,000,000 plus the  the lesser of (x) $2,500,000 plus
                Credit Loan Commitment     Available RCL Amount or (y) the        the Available RCL Amount or (y)
                                           Borrowing Base                         the Borrowing Base
               ---------------------------------------------------------------------------------------------------------
</TABLE>
From and after December 1, 1999, the Revolving Credit Loan Commitment shall not
exceed the lesser of (x) the Available RCL Amount or (y) the Borrowing Base. Any
amounts otherwise

                                       4
<PAGE>

available under the Revolving Credit Loan Commitment pursuant to this paragraph
3(b) shall nevertheless remain subject to the provisions of the last sentence of
the first grammatical paragraph of Section 2.01(A) and to the other terms,
conditions and limitations contained in the Loan Agreement.

     4.   Certain Documents; Fee. (a) Simultaneously with the execution and
delivery of this Amendment, Borrower shall execute and deliver, or cause to be
executed and delivered, to the Agent the following:

               (i)  Substitute Revolving Credit Notes payable to the order of
                    LaSalle Bank National Association and Mercantile Bank
                    National Association, respectively; and

               (ii) An Officer's Certificate as to No Defaults from Borrower.

All of documents described in clauses (i) and (ii) above shall be deemed
"Documents" within the meaning of that term as used in the Loan Agreement.

     (b)  Simultaneously with the execution and delivery of this Amendment and
the Documents described in paragraph 4(a) above, Borrower shall pay an amendment
fee of $60,000 to Agent.

     (c)  Simultaneously with the execution and delivery of this Amendment and
the Documents described in paragraph 4(a) above, Borrower shall deliver an
opinion of legal counsel in form and substance satisfactory to Agent.

     5.   Representations and Warranties. To induce Banks to enter into this
Amendment, Borrower hereby represents and warrants to Banks that the execution
and delivery of this Amendment and the Documents described in paragraph 4 above
to which Borrower is a party have been duly authorized by all necessary
corporate action on the part of Borrower and this Amendment and said Documents
to which Borrower is a party have been duly executed and delivered by Borrower
and constitute legal and binding obligations of Borrower, enforceable against it
in accordance with their terms.

     6.   Reimbursement of Expenses. To further induce Banks to enter into this
Amendment, Borrower hereby agrees to pay on demand all costs and expenses of
Banks (including, without limitation, attorneys' fees and disbursements)
incurred by Banks in connection with the preparation, negotiation, execution and
delivery of this Amendment and the Documents contemplated hereby.

     7.   Readoption. Borrower hereby remakes and readopts each and every
covenant, representation and warranty set forth in the Loan Agreement and the
other Documents. Borrower represents and warrants to Banks that no Event of
Default has occurred and is continuing and no event has occurred or condition
exists that, with the giving of notice or lapse of time, or both, would
constitute an Event of Default.

                                       5
<PAGE>

     8.   No Waiver. Nothing contained in this Amendment shall be deemed to
constitute or shall be construed as a waiver of any rights, remedies or security
granted to Banks under the Loan Agreement or any of the other Documents executed
and delivered in connection therewith.

     9.   No Other Modification. Except as expressly set forth herein, all of
the terms, covenants, agreements and conditions set forth in the Loan Agreement
shall remain unmodified and in full force and effect. To the extent any of such
terms, covenants, agreements or conditions in any of the other Documents
executed and delivered in connection with the Loan Agreement or this Amendment
may contradict or be in conflict with the Loan Agreement, as amended hereby,
such terms, covenants, agreements and conditions are hereby deemed modified and
amended accordingly, effective as of the date hereof, to reflect the terms and
conditions of the Loan Agreement as amended hereby.

                                       6

<PAGE>


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

                                       BORROWER:

                                       THE GSI GROUP, INC.

                                       By: /s/ Russell C. Mello
                                           -------------------------------------
                                       Its: Asst. Treasurer
                                            ------------------------------------

                                       BANKS:

                                       LASALLE BANK NATIONAL ASSOCIATION
                                       (formerly known as LaSalle National
                                       Bank), as both Agent and a Bank within
                                       the meaning of the Amendment

                                       By: /s/ Andrew J. Hykes
                                           -------------------------------------
                                       Its: AVP
                                            ------------------------------------

                                       MERCANTILE BANK NATIONAL ASSOCIATION

                                       By:
                                           -------------------------------------
                                       Its:
                                            ------------------------------------
<PAGE>


                       SUBSTITUTE REVOLVING CREDIT NOTE
                       --------------------------------

$43,333,000.00                                                 Chicago, Illinois
                                                                    July 6, 1999


     FOR VALUE RECEIVED, The GSI Group, Inc., a Delaware corporation (the
"Maker"), promises to pay to the order of LaSalle National Bank, a national
banking association (the "Bank"), at the Agent's Payment Office (as defined in
the Loan Agreement), on or before February 1, 2002, the principal sum of
$43,333,000.00, or the aggregate amount outstanding as endorsed on the grid
attached to this Note (or recorded in the Bank's books and records, if the Bank
is titleholder hereof), pursuant to a certain Fourth Amended and Restated Loan
and Security Agreement made by and among the Maker, LaSalle National Bank, as
agent, and signatory banks including the Bank dated as of February 4, 1999, as
amended by a First Amendment thereto as of even date herewith and as the same
may be further amended from time to time (the "Loan Agreement"), the terms of
which are incorporated by reference and made a part of this Note as though fully
set out herein. Capitalized terms used and not otherwise defined herein shall
have the meanings ascribed to such terms in the Loan Agreement. The amount
advanced and outstanding under the Loan Agreement as shown on the grid attached
hereto or the books and records of the Bank shall be considered correct and
conclusively binding on the Maker, absent manifest error.

     The Maker further promises to pay interest on the aggregate principal
amount hereof from time to time outstanding as provided in the Loan Agreement.

     All payments received from the Maker hereunder shall be applied by the
Agent in accordance with the terms of the Loan Agreement.

     This Note and any renewals and extensions hereof, and any other Obligations
of the undersigned to the Holder hereof (the term "Holder" shall include the
Bank and any subsequent holder hereof) due or to become due, now existing or
hereafter contracted, and howsoever acquired by the Holder, are secured in the
manner described in the Loan Agreement.

     This Note is issued under the Loan Agreement and this Note and the Holder
is entitled to all of the benefits provided for by the Loan Agreement or
referred to therein, to which Loan Agreement reference is made for a statement
thereof. Pre-payments may be made hereon only at the times, in the events and in
the manner provided in the Loan Agreement.

     All unpaid amounts owing on this Note or on any other Obligations
immediately shall become due and payable as provided in the Loan Agreement.

     Upon the occurrence of an Event of Default, the Maker hereby agrees that
the Bank may offset all money, bank or other deposits or credits now or
hereafter held by the Bank or owed by the
<PAGE>

Bank to the Maker against all amounts due under this Note or against any other
amounts which may be due the Bank from the Maker.

     No clause or provision contained in this Note or any documents related
hereto shall be construed or shall so operate (a) to raise the interest rate set
forth in this Note above the lawful maximum, if any, in effect from time to
time in the applicable jurisdiction for loans to borrowers of the type, in the
amount, for the purposes, and otherwise of the kind contemplated, or (b) to
require the payment or the doing of any act contrary to law, but if any clause
or provision contained shall otherwise so operate to invalidate this Note, in
whole or in part, then (i) such clauses or provisions shall be deemed modified
to the extent necessary to be in compliance with the law, or (ii) to the extent
not possible, shall be deemed void as though not contained and the remainder of
this Note and such document shall remain operative and in full force and effect.

     All makers and any endorsers, guarantors, sureties, accommodation parties
and all other persons liable or to become liable for all or any part of this
indebtedness, jointly and severally waive diligence, presentment, protest and
demand, and also notice of protest, of demand, of nonpayment, of dishonor and of
maturity and also recourse or suretyship defenses generally; and they also
jointly and severally hereby consent to any and all renewals, extensions or
modifications of the terms of this Note, including time for payment, and further
agree that any such renewals, extension or modification of the terms of this
Note or the release or substitution of any security for the indebtedness under
this Note or any other indulgences shall not affect the liability of any of the
parties for the indebtedness evidenced by this Note. Any such renewals,
extensions or modifications may be made without notice to any of said parties.

     The Maker shall be liable to the Holder for all costs and expenses incurred
in connection with collection, whether by suit or otherwise, of any amount due
under this Note, including, without limitation, reasonable attorneys' fees, as
more fully set forth in the Loan Agreement.

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

     This Note evidences Senior Indebtedness and Designated Senior Indebtedness
under the terms of that certain Indenture dated November 5, 1997 between the
Maker and LaSalle National Trust, N.A., as trustee as supplemented through and
including the date hereof regarding the Maker's $100,000,000 aggregate principal
amount of 10.25% Senior Subordinated Notes due 2007.

<PAGE>


     This Note is delivered in substitution for, but not in payment of, that
certain Substitute Revolving Credit Note made by the Maker in the original
principal amount of $40,000,000.00 and date February 4, 1999.

                                       THE GSI GROUP, INC.

                                       By: /s/ Russell C. Mello
                                           -------------------------------------
                                       Title: Asst. Treasurer
                                              ----------------------------------
<PAGE>

                       SUBSTITUTE REVOLVING CREDIT NOTE
                       --------------------------------

$21,667,000.00                                                 Chicago, Illinois
                                                                    July 6, 1999

     FOR VALUE RECEIVED, The GSI Group, Inc., a Delaware corporation (the
"Maker"), promises to pay to the order of Mercantile Bank, National Association,
a national banking association (the "Bank"), at the Agent's Payment Office (as
defined in the Loan Agreement), on or before February 1, 2002, the principal sum
of $21,667,000.00, or the aggregate amount outstanding as endorsed on the grid
attached to this Note (or recorded in the Bank's books and records, if the Bank
is titleholder hereof), pursuant to a certain Fourth Amended and Restated Loan
and Security Agreement made by and among the Maker, LaSalle National Bank, as
agent, and the signatory banks including the Bank dated as of February 4, 1999,
as amended by a First Amendment thereto dated as of even date herewith, and as
the same may be further amended from time to time (the "Loan Agreement"), the
terms of which are incorporated by reference and made a part of this Note as
though fully set out herein. Capitalized terms used and not otherwise defined
herein shall have the meanings ascribed to such terms in the Loan Agreement. The
amount advanced and outstanding under the Loan Agreement as shown on the grid
attached hereto or the books and records of the Bank shall be considered correct
and conclusively binding on the Maker, absent manifest error.

     The Maker further promises to pay interest on the aggregate principal
amount hereof from time to time outstanding as provided in the Loan Agreement.

     All payments received from the Maker hereunder shall be applied by the
Agent in accordance with the terms of the Loan Agreement.

     This Note and any renewals and extensions hereof, and any other Obligations
of the undersigned to the Holder hereof (the term "Holder" shall include the
Bank and any subsequent holder hereof) due or to become due, now existing or
hereafter contracted, and howsoever acquired by the Holder, are secured in the
manner described in the Loan Agreement.

     This Note is issued under the Loan Agreement and this Note and the Holder
is entitled to all of the benefits provided for by the Loan Agreement or
referred to therein, to which Loan Agreement reference is made for a statement
thereof.  Pre-payments may be made hereon only at the times, in the events and
in the manner provided in the Loan Agreement.

     All unpaid amounts owing on this Note or on any other Obligations
immediately shall become due and payable as provided in the Loan Agreement.

     Upon the occurrence of an Event of Default, the Maker hereby agrees that
the Bank may offset all money, bank or other deposits or credits now or
hereafter held by the Bank or owed by the

<PAGE>

Bank to the Maker against all amounts due under this Note or against any other
amounts which may be due the Bank from the Maker.

     No clause or provision contained in this Note or any documents related
hereto shall be construed or shall so operate (a) to raise the interest rate set
forth in this Note above the lawful maximum, if any, in effect from time to time
in the applicable jurisdiction for loans to borrowers of the type, in the
amount, for the purposes, and otherwise of the kind contemplated, or (b) to
require the payment or the doing of any act contrary to law, but if any clause
or provision contained shall otherwise so operate to invalidate this Note, in
whole or in part, then (i) such clauses or provisions shall be deemed modified
to the extent necessary to be in compliance with the law, or (ii) to the extent
not possible, shall be deemed void as though not contained and the remainder of
this Note and such document shall remain operative and in full force and effect.

     All makers and any endorsers, guarantors, sureties, accommodation parties
and all other persons liable or to become liable for all or any part of this
indebtedness, jointly and severally waive diligence, presentment, protest and
demand, and also notice of protest, of demand, of nonpayment, of dishonor and of
maturity and also recourse or suretyship defenses generally; and they also
jointly and severally hereby consent to any and all renewals, extensions or
modifications of the terms of this Note, including time for payment, and further
agree that any such renewals, extension or modification of the terms of this
Note or the release or substitution of any security for the indebtedness under
this Note or any other indulgences shall not affect the liability of any of the
parties for the indebtedness evidenced by this Note.  Any such renewals,
extensions or modifications may be made without notice to any of said parties.

     The Maker shall be liable to the Holder for all costs and expenses incurred
in connection with collection, whether by suit or otherwise, of any amount due
under this Note, including, without limitation, reasonable attorneys' fees, as
more fully set forth in the Loan Agreement.

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

     This Note evidences Senior Indebtedness and Designated Senior Indebtedness
under the terms of that certain Indenture dated November 5, 1997 between the
Maker and LaSalle National Trust, N.A., as trustee as supplemented through and
including the date hereof regarding the Maker's $100,000,000 aggregate principal
amount of 10.25% Senior Subordinated Notes due 2007.

                                      -2-
<PAGE>

     This Note is delivered in substitution for, but not in payment of, that
certain Substitute Revolving Credit Note made by the Maker in the original
principal amount of $20,000,000.00 and dated February 4, 1999.


                              THE GSI GROUP, INC.


                              By: /s/ Russell C. Mello
                                 _______________________________
                                      Russell C. Mello

                              Title:  Asst. Treasurer
                                    ____________________________

                                      -3-
<PAGE>

Schedule attached to Substitute Revolving Credit Note dated as of July 6, 1999
of The GSI Group, Inc., payable to the order of LaSalle National Bank.


                         LOANS AND PRINCIPAL PAYMENTS

<TABLE>
<CAPTION>
                    Type of Loan &   Amount of   Unpaid
        Amount of   Applicable       Principal   Principal            Notation
Date    Loan Made   Interest Rate    Repaid      Balance    Currency  Made By
------------------------------------------------------------------------------
<S>    <C>          <C>              <C>         <C>        <C>       <C>
</TABLE>



The aggregate unpaid principal amount shown on this schedule shall be considered
correct and conclusively binding evidence of the principal amount owing and
unpaid on this Note, absent manifest error.  The failure to record the date and
amount of any loan on this schedule shall not, however, limit or otherwise
affect the obligations of the Borrower under the Loan Agreement or under this
Note to repay the principal amount of the loan together with all interest
accruing thereon.

                                      -4-
<PAGE>

Schedule attached to Substitute Revolving Credit Note dated as of July 6, 1999
of The GSI Group, Inc., payable to the order of Mercantile Bank, National
Association.



                         LOANS AND PRINCIPAL PAYMENTS
<TABLE>
<CAPTION>

                   Type of Loan &   Amount of  Unpaid
        Amount of  Applicable       Principal  Principal            Notation
Date    Loan Made  Interest Rate    Repaid     Balance    Currency  Made By
<S>    <C>         <C>              <C>        <C>        <C>       <C>
</TABLE>










The aggregate unpaid principal amount shown on this schedule shall be considered
correct and conclusively binding evidence of the principal amount owing and
unpaid on this Note, absent manifest error. The failure to record the date and
amount of any loan on this schedule shall not, however, limit or otherwise
affect the obligations of the Borrower under the Loan Agreement or under this
Note to repay the principal amount of the loan together with all interest
accruing thereon.


                                      -4-
<PAGE>

                          OFFICER'S CERTIFICATE AS TO
                         NO DEFAULT AND RELATED MATTERS
                         ------------------------------

  To:  LaSalle Bank National Association, as agent
       135 South LaSalle Street
       Chicago, Illinois 60603

       Reference is made to that certain First Amendment to Fourth Amended and
Restated Loan and Security Agreement dated as of July 6, 1999, among The GSI
Group, Inc., LaSalle National Bank, as agent, and signatory financial
institutions (the "Loan Agreement"; capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in Loan Agreement).

       As required by the Loan Agreement, and to induce the Banks to extend
financial accommodations pursuant to the Loan Agreement, the undersigned hereby
certifies to Bank that, as of the date hereof:

             (i) The representations and warranties set forth in the Loan
       Agreement are true and correct;

             (ii) No Event of Default has occurred and is continuing; and no
       event has occurred and is continuing that, with the giving of notice or
       passage of time or both, would be an Event of Default; and

             (iii)  All liens on Collateral granted to Bank remain valid first
       priority liens (subject only to Permitted Liens), in full force and
       effect.

        This 6th day of July, 1999.



                                      /s/ Russell C. Mello
                                      ----------------------------------
                                      Name    Printed: Russell C. Mello
                                                      ------------------
                                      Title:  Asst. Treasurer
                                             ---------------------------