EXHIBIT 10.1


July 14, 1999

Michael Cheshire
Chairman & CEO
Gerber Scientific, Inc.
83 Gerber Road West
South Windsor, CT  06074

Dear Mike:

      Gerber  Scientific, Inc. (the "Company") considers  it
essential  to  the  best interests of  its  stockholders  to
foster   the   continuous  employment  of   key   management
personnel.   In this connection, should the Company  face  a
possible Change in Control (as defined in Section 2 of  this
Agreement),  such as the acquisition of a substantial  share
of the equity or voting securities of the Company, the Board
of  Directors  of the Company (the "Board")  has  determined
that  it  is imperative that it and the Company be  able  to
rely  upon your continued services without concern that  you
might  be distracted by the personal uncertainties and risks
that the possibility of a Change in Control might entail.

      Accordingly, the Board has determined that appropriate
steps  should  be  taken  to  reinforce  and  encourage  the
continued  attention  and  dedication  of  members  of   the
Company's  management  to  their  assigned  duties   without
distraction   in   the   face  of   potentially   disturbing
circumstances  that could arise out of a possibility  for  a
Change in Control of the Company.

      In  order to induce you to remain in the employ of the
Company  and its subsidiaries and in consideration  of  your
agreement  set  forth  in Section 2(B) hereof,  the  Company
agrees  that  you shall receive the severance  benefits  set
forth  in  this letter agreement ("Agreement") in the  event
your  employment  with the Company and its  subsidiaries  is
terminated  subsequent  to a Change  in  Control  under  the
circumstances described below.

1.    Term of Agreement

      This  Agreement shall commence on the date hereof  and
shall  continue in effect through April 30, 2002,  provided,
however,  the term of this Agreement shall automatically  be
extended for one additional year commencing on May  1,  2002
and  on each May 1 thereafter, unless, not later than  April
30  of  the  preceding year, the Company  shall  have  given
notice  that  it  does  not wish to extend  this  Agreement;
provided  further that, notwithstanding any such  notice  by
the Company not to extend, if a Change in Control shall have
occurred  during the original or any extended term  of  this
Agreement,  this Agreement shall continue in  effect  for  a
period  of twenty-four (24) months beyond the expiration  of
the  term  in  effect  immediately  before  such  Change  in
Control.

2.   Change in Control

(A)  No benefits shall be payable hereunder unless there
shall  have been a Change in Control of the Company, as  set
forth  below.  For purposes of this Agreement a  "Change  in
Control" of the Company shall mean the occurrence of any one
or more of the following events:

(i)  the Company shall (1) merge or consolidate with or into
another corporation or entity or enter into a share exchange
between  the  Company or stockholders  of  the  Company  and
another  individual, corporation or other entity  and  as  a
result of such merger, consolidation or share exchange  less
than   fifty   percent  (50%)  of  the  outstanding   voting
securities  of  the  surviving or resulting  corporation  or
entity  shall then be owned in the aggregate by  the  former
stockholders of the Company; or (2) sell, lease, exchange or
otherwise  dispose  of  more  than  2/3s  of  the  Company's
property  and  assets  in one transaction  or  a  series  of
related   transactions   to   one   or   more   individuals,
corporations or other entities that are not subsidiaries  of
the   Company,  assuming  that  if  consummation   of   such
transaction  is  subject, at the time of  such  approval  by
stockholders,   to   the  consent  of  any   government   or
governmental  agency,  such consent  by  the  government  or
governmental  agency  is  obtained  (either  explicitly   or
implicitly by consummation of the transaction);

(ii)  the stockholders of the Company adopt a plan of
complete liquidation of the Company;

(iii)  any "person" (as such term is used in Sections
13(d) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (other than the Employee, the
Company, any of the Company's subsidiaries, any employee
benefit plan of the Company and/or one or more of its
subsidiaries or any person or entity organized, appointed or
established pursuant to the terms of any such employee
benefit plan) becomes the beneficial owner (within the
meaning of Rule 13d-3 under the Exchange Act) of voting
securities of the Company representing thirty percent (30%)
or more of the total number of votes eligible to be cast at
any election of directors of the Company; provided, however,
that no Change in Control shall be deemed to have occurred
under this subparagraph (iii) if such "person" becomes a
holder of the Company's securities in one or more
transactions initiated or pursued by the Company unless
after such transaction(s) less than fifty percent (50%) of
the outstanding voting securities of the Company shall be
owned in the aggregate by the former stockholders of the
Company; or

(iv)  as a result of, or in connection with, any tender
offer or exchange offer, share exchange, merger,
consolidation or other business combination, sale, lease,
exchange or other disposition of more than 2/3s of the
Company's assets, a contested election, or any combination
of the foregoing transactions, the persons who are directors
of the Company on the date hereof (the "Incumbent Board")
shall cease to constitute a majority of the Board of
Directors of the Company or any successor to the Company;
provided that any person becoming a director subsequent to
the date hereof whose election or nomination for election by
the Company's stockholders was approved by a vote of at
least three-quarters (3/4) of the directors comprising the
Incumbent Board (either by a specific vote or by approval of
a proxy statement of the Company in which such person is
named as a nominee for director without any objection to
such nomination) shall be, for purposes herein, considered
as though such person were a member of the Incumbent Board.

(B)  In exchange for the benefits under this Agreement, you
agree  that, subject to the terms and conditions herein,  in
the  event  of a potential Change in Control of the  Company
occurring  after  the date hereof, you will not  voluntarily
terminate   your  employment  with  the  Company   and   its
subsidiaries until the earlier of (i) the date which is  six
months  after  the  occurrence of such potential  Change  in
Control of the Company or (ii) the occurrence of a Change in
Control  of the Company.  If more than one potential  Change
in  Control  occurs during the term of this  Agreement,  the
provisions of the preceding sentence shall be applicable  to
each  potential  Change  in Control occurring  prior  to  an
actual  Change  in  Control.    For  the  purposes  of  this
Agreement,  a "potential Change in Control" of  the  Company
shall  be deemed to have occurred if: (i) the Company enters
into an agreement, the consummation of which would result in
the  occurrence  of  a Change in Control;  (ii)  any  person
(including  the Company) publicly announces an intention  to
take  or  to  consider taking actions which  if  consummated
would  constitute a Change in Control; or  (iii)  the  Board
adopts a resolution to the effect that, for purposes of this
Agreement, a potential Change in Control of the Company  has
occurred.

3.   Termination Following Change in Control

      If  any  of the events described in Section  2  hereof
constituting  a Change in Control shall have  occurred,  you
shall  be  entitled to the benefits provided  in  Section  4
hereof  upon  the subsequent termination of your  employment
with  the  Company and its subsidiaries during the  term  of
this  Agreement and within two (2) years of  the  Change  in
Control,  unless such termination is (x) a  result  of  your
death, Disability, or Retirement; (y) by you for other  than
Good  Reason  (as defined in Section 3(A)); or  (z)  by  the
Company or any of its subsidiaries for Cause (as defined  in
Section 3(C)).  The benefits provided in Section 4 shall  be
in lieu of any termination, separation, severance or similar
benefits  under your employment agreement, if any, or  under
the  Company's termination, separation, severance or similar
plans  or policies, if any (other than benefit plans of  the
Company which incidentally provide for benefits in the event
of  a  change  in control, as such term is defined  in  such
plans). If your employment is terminated as a result of your
death, Disability or Retirement, by you for other than  Good
Reason  or  by  the  Company or any of its subsidiaries  for
Cause,  then  you shall not be entitled to any  termination,
separation,  severance  or  similar  benefits   under   this
Agreement, and you shall be entitled to benefits under  your
employment  agreement, if any, and/or  under  the  Company's
termination,  separation,  severance  or  similar  plans  or
policies, if any, only in accordance with the terms  of  any
such employment agreement, plans and policies.

(A)  Good Reason. You shall be entitled to terminate your
employment  for  Good  Reason.  For  the  purposes  of  this
Agreement, "Good Reason" shall mean the occurrence,  without
your  express  written  consent, of  any  of  the  following
circumstances:

(i)  a significant change in the nature or scope of your
authorities,   duties   or   responsibilities   from   those
applicable to you immediately prior to the date on  which  a
Change in Control occurs;

(ii)  a reduction in your base annual salary from that
provided to you immediately prior to the date on which a
Change in Control occurs;

(iii) a diminution in your eligibility to participate in
compensation plans and employee benefits and perquisites
which provide opportunities to receive overall compensation
and benefits and perquisites from the greater of:

-    the opportunities provided by the Company (including
its subsidiaries) for executives with comparable duties; or

-    the opportunities under any such plans and perquisites
under which you were participating immediately prior to the
date on which a Change in Control occurs;

(iv)  a change in the location of your principal place of
employment  by  the Company (including its subsidiaries)  by
more  than fifty (50) miles from the location where you were
principally employed immediately prior to the date on  which
a Change in Control occurs;

(v)   a significant increase in the frequency or duration of
your business travel; or

(vi)  a reasonable determination by the Board of Directors of
the Company that, as a result of a Change in Control and a
change in circumstances thereafter significantly affecting
your position, you are unable to exercise the authorities,
powers, functions or duties attached to your position
immediately prior to the date on which a Change in Control
occurs.


(B)  Disability; Retirement.

(i)  For purposes of this Agreement, "Disability" shall mean
permanent and total disability as such term is defined under
Section  22(e)(3) of the Internal Revenue Code of  1986,  as
amended  (the "Code").  Any question as to the existence  of
your  Disability upon which you and the Company cannot agree
shall  be  determined  by a qualified independent  physician
selected  by  you  (or,  if  you are  unable  to  make  such
selection, such selection shall be made by any adult  member
of  your immediate family or your legal representative)  and
approved   by  the  Company,  said  approval   not   to   be
unreasonably withheld.  The determination of such  physician
shall be made in writing to the Company and to you and shall
be final and conclusive for all purposes of this Agreement.

(ii)  For purposes of this Agreement, "Retirement" shall mean
your voluntary termination of employment with the Company at
or after the age of 65 in accordance with the Company's
retirement policies (excluding early retirement) generally
applicable to its salaried employees or in accordance with
any retirement arrangement established with your consent
with respect to you.

(C)  Cause.  For purposes of this Agreement, "Cause" shall
mean  (a)  the  willful  and continued  failure  by  you  to
substantially  perform your duties with the  Company  (other
than  any  such failure from your incapacity due to physical
or  mental illness or any such actual or anticipated failure
after  the issuance of a Notice of Termination in the manner
provided  for in Section 3(D) by you for Good Reason)  after
written  demand for substantial performance is delivered  to
you  by the Board, which demand specifically identifies  the
manner  in  which  the  Board believes  that  you  have  not
substantially  performed your duties,  or  (b)  the  willful
engaging  by  you  in  conduct  which  is  demonstrably  and
materially   injurious   to  the  Company,   monetarily   or
otherwise.   For purposes of this Section 3(C), no  act,  or
failure  to  act,  on  your part shall be  deemed  "willful"
unless done, or omitted to be done, by you not in good faith
and  without reasonable belief that your action or  omission
was  in  the  best interest of the Company.  Notwithstanding
the  foregoing,  you  shall  not  be  deemed  to  have  been
terminated for Cause unless and until there shall have  been
delivered to you a copy of a resolution duly adopted by  the
affirmative  vote of not less than three-quarters  (3/4)  of
the entire membership of the Board at a meeting of the Board
called and held for such purpose (after reasonable notice to
you  and an opportunity for you, together with your counsel,
to  be  heard before the Board), finding that, in  the  good
faith  opinion of the Board you were guilty of  conduct  set
forth  above  in  this  Section  3(C)  and  specifying   the
particulars thereof.

(D)  Any termination of your employment by the Company or
any of its subsidiaries or by you shall be made by written
notice of termination to the other party.  Such "Notice of
Termination" shall mean a written document specifying the
provision in this Agreement being relied upon and setting
forth a summary of the facts and circumstances which provide
the basis for termination of your employment.  The "Date of
Termination" shall be the date upon which the Notice of
Termination is given.

4.    Compensation upon Termination Following  a  Change  in
      Control

(A)  If your employment shall be terminated for any reason
otherwise than (x) as a result of your death, Disability  or
Retirement; (y) by you for other than Good Reason; or (z) by
the Company or any of its subsidiaries for Cause, within two
(2)  years  following  a Change in Control  (as  defined  in
Section  2),  then  you shall be entitled  to  the  benefits
provided below:

(i)   The Company or one of its subsidiaries shall pay you,
not later than the fifth business day following the Date  of
Termination  ("Payment Date"), the sum  of  your  full  base
salary through the Date of Termination, as earned by you but
not  yet paid to you, at the salary level in effect  on  (x)
the Date of Termination or (y) the day immediately preceding
the  date  of  the  Change in Control, whichever  is  higher
("full base salary"), and your pro rata share of your annual
incentive   bonus  payment  in  effect  on   the   Date   of
Termination.   The Company or one of its subsidiaries  shall
also  pay  you  all other amounts to which you are  entitled
under  any  compensation plan of the Company  applicable  to
you,  at  the  time such payments are due.  For purposes  of
this  Section 4 and the other provisions of this  Agreement,
"your  annual incentive bonus payment in effect on the  Date
of  Termination" shall mean the target amount of your annual
incentive   bonus   payment  (under  the  Company's   Annual
Incentive Bonus Plan or any successor plan) for the year  in
which  the  Notice of Termination is given.  Your  pro  rata
share  of  your annual incentive bonus payment in effect  on
the  Date  of Termination shall be that percentage  of  your
annual  incentive bonus payment in effect  on  the  Date  of
Termination  that  is equal to the number  of  days  in  the
fiscal  year  completed  prior to the  Date  of  Termination
divided by 365.

(ii)  On the Payment Date the Company shall also pay you a
severance payment equal to three (3) times the sum of (x)
your full base salary and (y) your annual incentive bonus
payment in effect on the Date of Termination.

(iii)  The Company shall cause (x) all unvested stock
options or other stock grants held by you on the Date of
Termination immediately to vest and be fully exercisable as
of the Date of Termination, (y) any restrictions on all
restricted stock held by you on the Date of Termination
immediately to lapse and all shares of such stock to fully
vest as of the Date of Termination, and (z) any accrued
benefit or deferred arrangement of the Company that you
otherwise would become entitled to if you continued
employment with the Company immediately to vest as of the
Date of Termination.

(iv)  The Company shall maintain in full force for three (3)
year(s)  following  the  Date of Termination  (the  "Benefit
Period")  all  life insurance, health (medical and  dental),
accidental  death and dismemberment, pension and  disability
plans  and programs in which you are entitled to participate
immediately  prior to the Date of Termination,  or  if  your
continued  participation is not possible under  the  general
terms  and  provisions  of  such plans  and  programs,   the
Company shall provide you with benefits equivalent to  those
provided  by  such  plans and programs,  provided  that  the
Company  will  not be required to maintain these  plans  and
programs,  or  the equivalent thereof, beyond your  reaching
the age of 65 or upon your securing new full time employment
which  makes  such  benefits available to  you.   Additional
years  of service equal to the length of the Benefit  Period
will  be  credited  to you for purposes of calculating  your
benefits  under the Company's Pension Plans at the  rate  of
your full base salary and annual incentive bonus payment  in
effect  on  the Date of Termination (as defined  in  Section
4(A)(i) hereof).

(v)  The Company shall make available to you, at the
Company's  expense, outplacement counseling  services.   You
may  select the organization that will provide you with such
services, provided that the Company shall not be required to
pay more than $50,000 for any such services.

(B)  There shall be no limit on the amount of payments due
you  under Section 4(A) unless (i) your net income from  the
payments  made  under Section 4(A) would  be  maximized,  in
consideration of federal, state and local income and  excise
taxes,  from  limiting the sum of payments (the "Total  Lump
Sum  Payment") in Section 4(A) to 2.99 times your prior five
years'  average  income,  or "base  amount"  as  defined  in
Section  280G of the Internal Revenue Code, as amended  (the
"Code"), and (ii) the Total Lump Sum Payment due to  you  is
more than 2.99 times your base amount but not more than  3.5
times  your base amount.  In such case, your Total Lump  Sum
Payment will be reduced to 2.99 times your base amount.

(C)  In the event that any payment or benefit received or to
be received by you pursuant to the terms of this Agreement
(the "Contract Payments") or in connection with your
termination of employment or contingent upon a Change in
Control of the Company pursuant to any plan or arrangement
or other agreement with the Company (or any affiliate)
("Other Payments" and, together with the Contract Payments,
the "Payments") would be subject to the excise tax (the
"Excise Tax") imposed by Section 4999 of the Code, as
determined as provided below, and has not been subject to
the modified cap described in Section 4(B), the Company
shall pay to you, at the time specified in Section 4(C)(iii)
below, an additional amount (the "Gross-Up Payment") such
that the net amount retained by you, after deduction of the
Excise Tax on Contract Payments and Other Payments and any
federal, state and local income tax and Excise Tax upon the
payment provided for by this Section 4(C), and any interest,
penalties or additions to tax payable by you with respect
thereto, shall be equal to the total present value of the
Contract Payments and Other Payments at the time such
Payments are to be made.

(i)  For purposes of determining whether any of the Payments
will  be  subject to the Excise Tax and the amounts of  such
Excise Tax,

-  the total amount of the Payments shall be treated as
"parachute   payments"  within  the   meaning   of   Section
280G(b)(2) of the Code, and all "excess parachute  payments"
within  the meaning of Section 280G(b)(1) of the Code  shall
be  treated  as  subject to the Excise Tax,  except  to  the
extent  that,  in  the  opinion of independent  tax  counsel
retained   by   the  Company's  independent   auditors   and
reasonably acceptable to you ("Tax Counsel"), a Payment  (in
whole  or in part) does not constitute a "parachute payment"
within  the  meaning of Section 280G(b)(2) of the  Code,  or
such  "excess parachute payments" (in whole or in part)  are
not subject to the Excise Tax;

-  the amount of the Payments that shall be treated as
subject to the Excise Tax shall be equal to the lesser of
(A) the total amount of the Payments or (B) the amount of
"excess parachute payments" within the meaning of Section
280G(b)(1) of the Code (after applying the previous clause);
and
-  the value of any noncash benefits or any deferred
payment or benefit shall be determined by Tax Counsel in
accordance with the principles of Sections 280G(d)(3) and
(4) of the Code.

(ii)  For purposes of determining the amount of the Gross-Up
Payment,  you shall be deemed to pay federal income  tax  at
the  highest  marginal  rates  of  federal  income  taxation
applicable to individuals in the calendar year in which  the
Gross-Up  Payment is to be made and state and  local  income
taxes  at  the highest marginal rates of taxation applicable
to individuals as are in effect in the state and locality of
your  residence  for tax purposes in the  calendar  year  in
which the Gross-Up Payment is to be made, net of the maximum
reduction in federal income taxes that can be obtained  from
deduction of such state and local taxes, taking into account
any limitations applicable to individuals subject to federal
income tax at the highest marginal rates.

(iii)  The Gross-Up Payments provided for in this Section
4(C) hereof shall be made upon the earlier of (x) the
payment to you of any Contract Payment or Other Payment or
(y) the imposition upon you or payment by you of any Excise
Tax.

(iv)  If it is established pursuant to a final determination
of a court or an Internal Revenue Service proceeding or the
opinion of Tax Counsel that the Excise Tax is less than the
amount taken into account under this Section 4(C), you shall
repay to the Company within five (5) business days of your
receipt of notice of such final determination or opinion the
portion of the Gross-Up Payment attributable to such
reduction (plus the portion of the Gross-Up Payment
attributable to the Excise Tax and federal, state and local
income tax imposed on the Gross-Up Payment being repaid by
you if such repayment results in a reduction in Excise Tax
or a federal, state and local income tax deduction) plus any
interest received by you on the amount of such repayment.
If it is established pursuant to a final determination of a
court or an Internal Revenue Service proceeding or the
opinion of Tax Counsel that the Excise Tax exceeds the
amount taken into account hereunder (including by reason of
any payment the existence or amount of which cannot be
determined at the time of the Gross-Up Payment), the Company
shall make an additional Gross-Up Payment in respect of such
excess within five (5) business days of the Company's
receipt of notice of such final determination or opinion.

(D)  The Company shall also pay to you all legal fees and
expenses,  if any, reasonably incurred by you in  connection
with  seeking  to  obtain or enforce any  right  or  benefit
provided by this Agreement.

(E)  You shall not be required to mitigate the amount of any
payment provided for in this Section 4 by seeking other
employment or otherwise, nor shall the amount of any payment
or benefit provided for in this Section 4 be reduced by any
compensation earned by you as the result of employment by
another employer or by retirement benefits received after
the Date of Termination or otherwise.

5.   Successors; Binding Agreement

(A)  The Company will require any successor (whether direct
or   indirect,   by   purchase,  merger,  consolidation   or
otherwise)  to  all  or substantially all  of  the  business
and/or  assets of the Company to expressly assume and  agree
to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform  it  if
no  succession had taken place.  Failure of the  Company  to
obtain  such  assumption and agreement  within  thirty  days
following the effectiveness of any such succession shall  be
a  breach  of  this  Agreement  and  shall  entitle  you  to
compensation from the Company in the same amount and on  the
same  terms  as you would be entitled hereunder if  you  had
terminated  your  employment for  Good  Reason  following  a
Change  in Control, except that for purposes of implementing
the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination.  As  used
in  this  Agreement,  "Company" shall mean  the  Company  as
hereinbefore  defined  and  any successor  to  its  business
and/or  assets  as  aforesaid which assumes  and  agrees  to
perform this Agreement by operation of law, or otherwise.

(B)  This Agreement shall inure to the benefit of and be
enforceable by your personal or legal representatives,
executors, administrators, successors, heirs, distributees,
devisees and legatees.  If you should die while any amount
would still be payable to you hereunder if you had continued
to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement
to your devisee, legatee or other designee or, if there is
no such designee, to your estate.

6.   Confidential Information

     You shall hold in fiduciary capacity for the benefit of
the  Company  or its subsidiaries all secret or confidential
information, knowledge or data relating to the Company,  the
subsidiaries  and their respective businesses,  which  shall
have been obtained during your employment by the Company  or
its  subsidiary  and  which shall  not be  public  knowledge
(other  than  by  acts  by  you or your  representatives  in
violation  of  this  Agreement). After termination  of  your
employment with the Company or its subsidiaries,  you  shall
not,  without  prior written consent of the Company  or  its
subsidiaries,  communicate or divulge any such  information,
knowledge  or data to anyone other than the Company  or  its
subsidiaries or those designated by them.  The preceding two
sentences  shall  not apply with respect to any  information
you  are  required  to  disclose pursuant  to  a  valid  and
effective  subpoena or order issued by a court of  competent
jurisdiction  or  with respect to any  information  you  are
reasonably  required to disclose in enforcing the  terms  of
this Agreement.  In no event shall an asserted violation  of
this   Section  6  constitute  a  basis  for  deferring   or
withholding any amounts otherwise payable to you under  this
Agreement, nor will any asserted violation of this Section 6
relieve you of your responsibilities under this Agreement.

7.   Agreement Not to Compete

      You agree that for a period of one year following  the
Date  of  Termination,  you will  not  engage,  directly  or
indirectly,  whether  as  a principal,  agent,  distributor,
representative, consultant, employee, partner,  stockholder,
limited  partner or other investor (other than an investment
of  not more than two percent (2%) of the stock or equity of
any  corporation  the  capital stock of  which  is  publicly
traded) or otherwise, in the same or a substantially similar
business as that conducted and carried on by the Company  or
any  of its subsidiaries and being directly competitive with
the  Company  or  any of its subsidiaries  on  the  Date  of
Termination or at any time during such one-year period.

8.   Notice

      For  the  purpose of this Agreement, notices  and  all
other communications provided for in this Agreement shall be
in  writing and shall be deemed to have been duly given when
delivered or mailed by United States registered mail, return
receipt requested, postage prepaid, addressed to the address
set  forth on the first page of this Agreement with  respect
to  the  Company and on the signature page with  respect  to
you,  provided  that  all notices to the  Company  shall  be
directed  to the attention of the President of the  Company,
or  to such other address as either party may have furnished
to  the other in writing in accordance herewith, except that
notice  of  change of address shall be effective  only  upon
receipt.

9.   Miscellaneous

      No provision of this Agreement may be modified, waived
or  discharged unless such modification, waiver or discharge
is  agreed to in writing and signed by you and such  officer
as  may  be specifically designated by the Board.  No waiver
by  either  party hereto at any time of any  breach  by  the
other party hereto of, or compliance with, any conditions or
provision  of this Agreement to be performed by  such  other
party  shall  be  deemed a waiver of similar  or  dissimilar
provisions  or  conditions at the same or at  any  prior  or
subsequent time.  No agreements or representations, oral  or
otherwise,  express or implied, with respect to the  subject
matter  hereof have been made by either party which are  not
expressly  set  forth  in  this  Agreement.   Further,   the
validity,  interpretation, construction and  performance  of
this Agreement shall be governed by the laws of the State of
Connecticut.   All references to sections  of  the  Code  or
Exchange  Act shall be deemed also to refer to any successor
provisions  to  such  sections.  Any payments  provided  for
hereunder  shall  be paid net of any applicable  withholding
required under federal, state or local law.

10.  Validity

      The invalidity or unenforceability of any provision of
this   Agreement   shall   not  affect   the   validity   or
enforceability  of  any other provision of  this  Agreement,
which shall remain in full force and effect.

11.  Counterparts

     This Agreement may be executed in several counterparts,
each  of which shall be deemed to be an original but all  of
which together will constitute one and the same instrument.

      If this letter sets forth our agreement on the subject
matter hereof, kindly sign and return the original to me and
make  a  copy for your records.  When executed and  returned
this  letter shall constitute the entire Agreement  on  this
subject between you and the Company.

                              Sincerely,
                              GERBER SCIENTIFIC, INC.


                              By:  /s/ Becket Q. McNab
                              Name:   Becket Q. McNab
                              Title:  Vice President
                                      Human Resources

AGREED TO THIS ____ DAY OF __________, 1999

By:  /s/ Michael J. Cheshire
     Michael Cheshire

     ____________________________________
     Mailing Address
     ____________________________________