5
|  CH\719123.3||

|  CH\719123.3||
        AMENDMENT NO. 2 AND LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT
        -----------------------------------------------------------------

     AMENDMENT  NO.  2  AND  LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT (this
"AMENDMENT")  dated  as  of October 19, 2004 by and among The GSI Group, Inc., a
Delaware corporation ("BORROWER"), Assumption Leasing Company, Inc., an Illinois
corporation the "GUARANTOR"), the lenders ("LENDERS") from time to time party to
the  Loan  Agreement  (as  defined  below)  and  Congress  Financial Corporation
(Central),  an  Illinois  corporation,  in its capacity as agent for Lenders (in
such  capacity,  "AGENT").
                                R E C I T A L S:

     WHEREAS,  Agent,  the  Lenders,  Borrower and Guarantor are parties to that
certain  Loan  and  Security Agreement dated as of October 31, 2003 (as amended,
the  "Loan  Agreement"; capitalized terms used and not defined herein shall have
the  meanings  assigned  to  them  in  the  Loan  Agreement, as amended hereby);
WHEREAS,  Borrower  and  Guarantor have requested that the Agent and Lenders (i)
agree  to  certain  amendments  as  set  forth  herein  and  (ii)  waive certain
restrictions  to  permit  the  Borrower  to  sell a warehouse located in Geneva,
Indiana  and  to  sell  its  Canadian  Subsidiary;  and
WHEREAS,  Agent  and  the Lenders have granted their approval to such amendments
and  waiver  upon  the  terms  and  conditions  contained  herein,
     NOW,  THEREFORE, in consideration of the premises contained herein, and for
other  good and valuable consideration, the receipt and sufficiency of which are
hereby  acknowledged,  the  parties  hereto  hereby  agree  as  follows:
Section  1.     Amendment  to Loan Agreement.  Immediately upon the satisfaction
                ----------------------------
of  each  of  the applicable conditions precedent set forth in Section 4 of this
Amendment, the following amendments to the Loan Agreement shall become effective
as  of  the  date  hereof:
(a)     Section  1  of  the  Loan  Agreement  is  hereby amended by amending and
restating  clause  (a)(ii)  of  the  definition  of  "Interest  Rate" to read as
follows:
"(ii)     as  to  Prime  Rate Loans consisting of the Term Loan, a rate equal to
six  and  three-quarters of one percent (6.75%) per annum in excess of the Prime
Rate;  provided, that, the Interest Rate with respect to the Term Loan shall not
       --------
be  less  than  eleven  percent  (11%)  per  annum  or greater than thirteen and
one-quarter  of  one  percent  (13.25%)  per  annum  at  any  time."
(b)     Sections  1  and  clause  (B)  of Section 11.3 of the Loan Agreement are
hereby  amended  by  deleting  the  term  "Maximum  Term  Credit".
(c)     Section  2.3(a)  of the Loan Agreement is hereby amended by amending and
restating  Section  2.3(a)  to  read  as  follows:
"(a)     The  parties  hereto  acknowledge  that  the  Term  Lenders  funded  a
$12,500,000  term  loan on October 21, 2003 and funded an additional $14,600,000
term  loan on July 9, 2004 of which an aggregate principal amount of $14,781,959
remains  outstanding  as of October 19, 2004.  Subject to and upon the terms and
conditions  contained  herein,  in addition to the Revolving Loans and Letter of
Credit  Accommodations  under  Sections  2.1  and  2.2  hereof, each Term Lender
severally  (and  not jointly) agrees to fund its Pro Rata Share of an additional
term  loan  to  Borrower in the original principal amount equal to the lesser of
(x)  $9,500,000  or  (y)  an  amount equal to $17,500,000 less the amount of the
existing  term  loans  outstanding  as of such funding date, which funding shall
occur  on  or prior to April 19, 2005 at the Borrower's election made in writing
to  Agent  and  the  Term  Lenders five (5) Business Day's prior to the proposed
funding  date  of  the  additional term loan (collectively, with the outstanding
original  term  loan  in  the amount of $14,781,959, the "Term Loan"); provided,
                                                                       --------
that  such  additional  Term  Loan  shall not be made if an Event of Default has
occurred and is continuing at the time such additional Term Loan is to be funded
or would result after giving effect to such additional Term Loan.  The Term Loan
is  (A)  to  be  repaid, together with interest and other amounts, in accordance
with this Agreement and the other Financing Agreements and (B) secured by all of
the  Collateral  (subject  to  the  application of proceeds provisions contained
herein).  The  entire  unpaid  principal amount of the Term Loan and all accrued
and  unpaid interest thereon shall be due and payable on the earlier of the Term
Loan  Termination  Date  or the acceleration of the Obligations.  Except for the
making  of  the  Term  Loan as set forth in this Section, Borrower shall have no
right  to  request  and  Term  Lenders  shall  have  no  obligation  to make any
additional  loans  or advances to Borrower under this Section and any repayments
of  the  Term  Loan  shall  not be subject to any readvance to or reborrowing by
Borrower.  The  parties  hereto  agree  and  acknowledge  that proceeds from the
funding of the additional Term Loan in the amount described above on or prior to
April 19, 2004 shall be applied by Borrower to prepay the outstanding balance of
Revolving  Loans  and Borrower authorizes Term Lenders to direct the proceeds of
such  additional  Term  Loan  directly  to  Agent  for  application  against the
Revolving  Loans."
(d)     Section  2.3(b)  of the Loan Agreement is hereby amended by adding a new
sentence  to  the  end  of  Section  2.3(b)  to  read  as  follows:
"Notwithstanding  the foregoing, in no event shall Borrower prepay the Term Loan
in  amounts  that would cause the outstanding principal balance of the Term Loan
to  be  less  than  $8,000,000  except  in  connection  with  a  sale  of all or
substantially  all  the  equity  securities  or  assets  of  the  Borrower or in
connection with a recapitalization of the Borrower resulting in a refinancing of
the  Credit  Facility."
Section  2.     Limited  Waiver.  The  Agent  and  Lenders  hereby  waive  the
                ---------------
restriction  on  the  sale  of  assets  set  forth in Section 9.7(b) of the Loan
                                                      -------------
Agreement  for the sole purposes of (a) permitting the Borrower to sell its Real
Property located in Geneva, Indiana; provided that (i) net proceeds equal to 60%
                                     --------
of  the fair market value of such Real Property ($225,000) are applied to reduce
the  Revolving  Loans  at  which time the Fixed Asset Amount shall be reduced in
accordance  with the terms of Section 2.4 of the Loan Agreement, (ii) 50% of any
                              -----------
remaining  net proceeds are applied to prepay the Term Loan and any restrictions
set  forth  in Section 2.3(b) are waived for the sole purpose of permitting such
               --------------
prepayment  and  the  other  50%  of  the  remaining net proceeds are applied to
further  reduce  the  Revolving Loans and (iii) Agent has received copies of the
final  purchase  and  sale  documents,  which  shall  be  in  form and substance
satisfactory to Agent and (b) permitting the Borrower to sell all of its Capital
Stock  in  the  GSI Group (Canada) Co.; provided, that (i) all net proceeds from
                                        --------
such  sale,  in an amount not less than $350,000, are applied to prepay the Term
Loan  and  any  restrictions set forth in Section 2.3(b) are waived for the sole
                                          --------------
purpose  of permitting such prepayment and (ii) Agent has received copies of the
final  purchase  and  sale  documents,  which  shall  be  in  form and substance
satisfactory  to  Agent.  This  limited  waiver  shall  be  limited precisely as
written and shall not be deemed or otherwise construed to constitute a waiver of
any Default or Event of Default arising out of any other failure of the Borrower
or  Guarantor  to  comply  with  the  terms  of  the  Loan  Agreement.
Section  3.     Amendment  to  Fee Letter.  Immediately upon the satisfaction of
                -------------------------
each  of  the  applicable  conditions  precedent  set forth in Section 4 of this
Amendment,  the Fee Letter is hereby amended by amending and restating paragraph
7  therein  to  read  as  follows:
"(7)     a  monthly fee for the benefit of Ableco equal to $18,229.17, which fee
shall  be  fully  earned  and  payable on the first day of each month in arrears
commencing  on  November  1,  2004  through  the  earlier  of  (x) the Term Loan
Termination  Date  or  (y)  the date the Term Loan is paid in full from proceeds
received  by  the Borrower in connection with a sale of all or substantially all
the  equity  securities  or  assets  of  the  Borrower  or  in connection with a
recapitalization  of  the  Borrower  resulting  in  a  refinancing of the Credit
Facility."
Section  4.     Conditions  to Effectiveness of Amendment.  This Amendment shall
                -----------------------------------------
be  effective  upon  satisfaction  of  the  following  conditions  precedent:
4.1.     This  Amendment  shall  have  been executed and delivered by Agent, the
Lenders,  Borrower  and  Guarantor;
4.2.     The  representations  and warranties contained herein shall be true and
correct  in  all  respects;  and
4.3.     Agent  shall  have  received a duly executed Acknowledgment and Consent
from  the  Guarantor.
Section 5.     Representations and Warranties.  In order to induce the Agent and
               ------------------------------
Lenders  to enter into this Amendment, each of Borrower and Guarantor represents
and warrants to Agent and the Lenders, upon the effectiveness of this Amendment,
which representations and warranties shall survive the execution and delivery of
this  Amendment  that:
5.1.     No  Default; etc.  No Event of Default and no event or condition which,
         ----------------
merely  with notice or the passage of time or both, would constitute an Event of
Default, has occurred and is continuing after giving effect to this Amendment or
     would  result  from  the  execution  or  delivery  of this Amendment or the
consummation  of  the  transactions  contemplated  hereby.
5.2.     Corporate  Power  and  Authority:  Authorization.  Each of Borrower and
         ------------------------------------------------
Guarantor  has  the  corporate  power  and authority to execute and deliver this
Amendment  and  the  execution  and  delivery  by Borrower and Guarantor of this
Amendment has been duly authorized by all requisite corporate action by Borrower
or  such  Guarantor.
5.3.     Execution  and  Delivery.  Each  of  Borrower  and  Guarantor  has duly
         ------------------------
executed  and  delivered  this  Amendment.
5.4.     Enforceability.  This  Amendment  constitutes  the  legal,  valid  and
         --------------
binding  obligation  of Borrower and Guarantor, enforceable against Borrower and
Guarantor  in accordance with its respective terms, except as enforcement may be
limited  by  bankruptcy,  insolvency, reorganization, moratorium or similar laws
affecting  the  enforcement  of  creditors'  right  generally,  and  by  general
principles  of  equity.
5.5.     Representations  and  Warranties.  All  of  the  representations  and
         --------------------------------
warranties contained in the Loan Agreement and in the other Financing Agreements
(other  than  those  which speak expressly only as of a different date) are true
and  correct  as  of  the  date  hereof  after  giving effect to this Amendment.
Section  6.     Miscellaneous.
                -------------
6.1.     Effect; Ratification.  Each of Borrower and Guarantor acknowledges that
         --------------------
     all  of  the  reasonable  legal  expenses  incurred by Agent and Lenders in
connection  herewith  shall  be  reimbursable  under  Section  9.20  of the Loan
                                                      -------------
Agreement.  The  amendments and waiver set forth herein are effective solely for
the  purposes  set  forth  herein and shall be limited precisely as written, and
shall not be deemed to (i) be a consent to any amendment, waiver or modification
of  any  other term or condition of the Loan Agreement or of any other Financing
Agreement  except  as provided herein or (ii) prejudice any right or rights that
Agent  or  any  Lender  may  now  have  or  may  have  in the future under or in
connection  with  the  Loan  Agreement  or  any other Financing Agreement.  Each
reference  in  the  Loan  Agreement  to "this Agreement," "herein," "hereof" and
words of like import and each reference in the other Financing Agreements to the
"Loan  Agreement"  shall  mean  the  Loan  Agreement  as  amended  hereby.  This
Amendment  shall  be  construed  in  connection  with  and  as  part of the Loan
Agreement  and all terms, conditions, representations, warranties, covenants and
agreements  set  forth in the Loan Agreement and each other Financing Agreement,
except  as  waived  herein are hereby ratified and confirmed and shall remain in
full  force  and  effect.
6.2.     Counterparts.  This  Amendment  may  be  executed  in  any  number  of
         ------------
counterparts,  each  such  counterpart constituting an original but all together
one  and  the  same  instrument.
6.3.     Governing  Law.  This Amendment shall be governed by, and construed and
         --------------
interpreted  in  accordance  with,  the  internal laws of the State of Illinois.
                            [Signature Page Follows]
                            -                      -


<PAGE>
    [Signature Page to Amendment No. 2 and Limited Waiver to Loan and Security
                                   Agreement]

|  CH\719123.3||
     IN  WITNESS  WHEREOF, the parties hereto have executed this Amendment No. 2
and  Limited  Waiver  to  Loan and Security Agreement as of the date first above
written.
BORROWER:
--------

THE  GSI  GROUP,  INC.


By:
Name:
Title


GUARANTOR:
---------

ASSUMPTION  LEASING  COMPANY,  INC.


By:
Name:
Title


AGENT:
-----

CONGRESS  FINANCIAL  CORPORATION  (CENTRAL)


By:
Name:
Title


<PAGE>
------
REVOLVING  LENDERS:
------------------


CONGRESS  FINANCIAL  CORPORATION  (CENTRAL)


By:
Name:
Title


FLEET  CAPITAL  CORPORATION

By:
Name:
                              Title


                              TERM  LENDERS:
                              -------------

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

By:
Name:
Title


<PAGE>
------


|  CH\719123.3||

                           Acknowledgement and Consent
                           ---------------------------

     The  undersigned  has  heretofore  executed  and delivered to Agent and the
Lenders  that  certain  Guaranty  Agreement  dated  as  of October 31, 2003 (the
"Guaranty")  in  favor  of  Agent  for  the benefit of Lenders.  The undersigned
      ---
hereby  consents  to  the  Amendment  No.  2  and Limited Waiver to the Loan and
Security  Agreement  dated  as of October __, 2004 set forth above ("Amendment")
                                                                     ---------
and  confirms that the Financing Agreements executed and delivered by it and all
of  the  obligations  of  such  undersigned  thereunder remain in full force and
effect.  The  undersigned  acknowledges  and  agrees  that,  notwithstanding the
execution  and delivery of the Amendment, the Guaranty executed and delivered by
such  undersigned  to  the Agent remains in full force and effect and the rights
and remedies of the Agent and the Lenders thereunder and the obligations of such
undersigned  thereunder  remain  in  full  force  and  effect  and  shall not be
affected,  impaired  or  discharged  hereby.  The  undersigned  acknowledges and
agrees  that the consent of such undersigned to any further waivers, consents or
amendments  to  the  Loan  Agreement  shall  not be required as a result of this
waiver  having  been  obtained.  The  undersigned  further acknowledges that the
Agent and the Lenders are relying on the assurance set forth herein in extending
and  maintaining  credit  outstanding  to  the  Borrower.

GUARANTOR:
---------

ASSUMPTION  LEASING  COMPANY,  INC.

By:
Name:
Title