FIRST AMENDMENT TO CREDIT AGREEMENT



     THIS  FIRST  AMENDMENT  TO  CREDIT  AGREEMENT  (this  "First
Amendment")  is dated as of the 15th day of August ,  2000  among
GERBER SCIENTIFIC, INC. (the "Borrower"), WACHOVIA BANK, N.A., as
Agent (the "Agent") and WACHOVIA BANK, N.A., FLEET NATIONAL BANK,
ABN  AMRO BANK N.V., FIRST UNION NATIONAL BANK, HARRIS TRUST  AND
SAVINGS  BANK,  BANQUE NATIONALE DE PARIS,  THE  CHASE  MANHATTAN
BANK,  MELLON  BANK,  N.A.  and CITIZENS  BANK  OF  MASSACHUSETTS
(collectively, the "Banks");



                      W I T N E S S E T H:

     WHEREAS, the Borrower, the Agent and the Banks executed  and
delivered that certain Credit Agreement, dated as of the 15th day
of May 1998 (the "Credit Agreement");

     WHEREAS,  the Borrower has requested and the Agent  and  the
Banks  have agreed to certain amendments to the Credit Agreement,
subject to the terms and conditions hereof;

     NOW,  THEREFORE,  for  and  in consideration  of  the  above
premises  and other good and valuable consideration, the  receipt
and  sufficiency of which hereby is acknowledged by  the  parties
hereto, the Borrower, the Agent and the Banks hereby covenant and
agree as follows:

     1.   Definitions.  Unless otherwise specifically defined herein,
each  term  used herein which is defined in the Credit  Agreement
shall  have  the  meaning assigned to such  term  in  the  Credit
Agreement.  Each reference to "hereof", "hereunder", "herein" and
"hereby"  and each other similar reference and each reference  to
"this  Agreement" and each other similar reference  contained  in
the  Credit Agreement shall from and after the date hereof  refer
to the Credit Agreement as amended hereby.

     2.   Amendment to Section 1.01.  Section 1.01 of the Credit
Agreement hereby is amended by adding the following new
definitions of "Amendment Effective Date" and "Repatriation
Loans" in proper alphabetical order:

          "Amendment Effective Date" means August 15, 2000.

          "Repatriation  Loan"  means an intercompany  loan  made
     from  the  Borrower, any Guarantor or any  Material  Foreign
     Subsidiary to any Foreign Subsidiary that is not a  Material
     Foreign Subsidiary, but only to the extent that the majority
     of the proceeds thereof are used in a series of dividends to
     be  paid up through the corporate ownership chain within  30
     days  of the making of such loan ultimately resulting  in  a
     dividend to the Borrower or any Guarantor.

     3.    Amendment to Section 2.05.  Section 2.05 of the Credit
Agreement  hereby is amended by deleting Section 2.05(a)  in  its
entirety and substituting the following therefor:

          (a) "Applicable Margin" means:

          (i)   for   the  period  commencing  on  the  Amendment
     Effective   Date   to   the   first   Performance    Pricing
     Determination  Date following the Amendment Effective  Date,
     (x) for any Base Rate Loan, 0.0%, and (z) for any Fixed Rate
     Loan, 0.675%; and

          (ii)       from and after the first Performance Pricing
     Determination  Date occurring after the Amendment  Effective
     Date,  (x)  for any Base Rate Loan, 0.00% and (y)  for  each
     Fixed   Rate  Loan,  the  percentage  determined   on   each
     Performance Pricing Determination Date by reference  to  the
     table  set  forth  below  and the  Leverage  Ratio  for  the
     quarterly or annual period ending immediately prior to  such
     Performance Pricing Determination Date.

               Leverage Ratio           Applicable Margin

             <  2.0 to 1.0                        0.50%

             >= 2.0 to 1.0 but
             <  2.5 to 1.0                        0.60%

             >= 2.5 to 1.0 but
             <  3.0 to 1.0                        0.675%

             >= 3.0 to 1.0 but
             <  3.25 to 1.0                       0.875%

             >= 3.25                              1.075%

          In  determining interest for purposes of  this  Section
     2.05 and fees for purposes of Section 2.06(ii), the Borrower
     and  the  Banks  shall refer to the Borrower's  most  recent
     consolidated  quarterly and annual  (as  the  case  may  be)
     financial  statements delivered pursuant to Section  5.01(a)
     or  (b),  as  the case may be.  If such financial statements
     require  a change in interest pursuant to this Section  2.05
     or  fees  pursuant to Section 2.06(ii), the  Borrower  shall
     deliver  to the Agent, along with such financial statements,
     a  notice  to that effect, which notice shall set  forth  in
     reasonable  detail the calculations supporting the  required
     change.  The "Performance Pricing Determination Date" is the
     date  on  which  such  financial  statements  are  delivered
     pursuant to Section 5.01(a) or (b), as applicable.  Any such
     required  change in interest and fees shall become effective
     on such Performance Pricing Determination Date, and shall be
     in  effect  until the next Performance Pricing Determination
     Date,  provided that: (x) for Fixed Rate Loans,  changes  in
     interest  shall  only  be  effective  for  Interest  Periods
     commencing on or after the Performance Pricing Determination
     Date;  and  (y)  no  fees  or interest  shall  be  decreased
     pursuant  to  this  Section 2.05 or Section  2.06(ii)  if  a
     Default   is   in  existence  on  the  Performance   Pricing
     Determination Date.

     4.    Amendment to Section 2.06.  Section 2.06 of the Credit
Agreement  hereby  is  amended by deleting Section  2.06  in  its
entirety and substituting the following therefor:

           SECTION  2.06. Fees.  The Borrower shall  pay  to  the
     Agent:  (i)  for  the sole account of the  Agent,  the  fees
     payable  to  it  pursuant to the Agent's  Letter  Agreement,
     payable  at  the times specified therein; and (ii)  for  the
     ratable account of each Bank, a facility fee, calculated  in
     the  manner  provided  in  the  last  paragraph  of  Section
     2.05(a)(ii), if applicable, on the aggregate daily amount of
     such  Bank's  Commitment (without taking  into  account  the
     amount  of  the outstanding Loans made by such Bank),  at  a
     rate  per  annum equal to: (x) for the period commencing  on
     the  Amendment  Effective  Date  to  the  first  Performance
     Pricing Determination Date following the Amendment Effective
     Date,  0.20%;  and (y) from and after the first  Performance
     Pricing Determination Date following the Amendment Effective
     Date,  the percentage determined on each Performance Pricing
     Determination Date by reference to the table set forth below
     and  the  Leverage Ratio for the quarterly or annual  period
     ending   immediately  prior  to  such  Performance   Pricing
     Determination Date:

               Leverage Ratio           Facility Fee

             <  2.0 to 1.0                   0.125%

             >= 2.0 to 1.0 but
             <  2.5 to 1.0                   0.150%

             >= 2.5 to 1.0 but
             <  3.0 to 1.0                   0.20%

             >= 3.0 to 1.0 but
             <  3.25 to 1.0                  0.250%

             >= 3.25 to 1.0                  0.30%

     Such  facility  fees  shall accrue from  and  including  the
     Closing Date up to the Termination Date and shall be payable
     on  each March 31, June 30, September 30 and December 31 and
     on the Termination Date.

     5.    Amendment to Section 5.15.  Section 5.15 of the Credit
Agreement  hereby  is  amended by deleting Section  5.15  in  its
entirety and substituting the following therefor:

           SECTION 5.15. Restricted Payments.  The Borrower  will
     not declare or make any Restricted Payment during any Fiscal
     Year  unless, after giving effect thereto, no Default  shall
     be  in existence or be created thereby; provided that during
     any  periods that the Leverage Ratio exceeds 3.0 to 1.0, the
     aggregate amount of all Restricted Payments made during such
     periods  that  the  Leverage Ratio exceeds  3.0  to  1.0  on
     account   of   the  purchase,  redemption,   retirement   or
     acquisition  of any shares of the Borrower's  Capital  Stock
     shall not exceed $7,500,000.

     6.    Amendment to Section 5.16.  Section 5.16 of the Credit
Agreement  hereby  is  amended by deleting Section  5.16  in  its
entirety and substituting the following therefor:

           SECTION 5.16. Loans or Advances.  Neither the Borrower
     nor  any  of its Material Subsidiaries shall make  loans  or
     advances  to any Person except as permitted by Section  5.17
     and except:

           (i)  loans or advances to employees (other than travel
     advances)   not   exceeding  $1,000,000  in  the   aggregate
     principal amount outstanding at any time, in each case  made
     in  the  ordinary  course of business  and  consistent  with
     practices existing on March 31, 1998;

          (ii) deposits required by government agencies or public
     utilities;

           (iii)  loans or advances from (1) the Borrower to  any
     Guarantor or to Spandex PLC or (2) from any Guarantor to the
     Borrower or any other Guarantor or (from and after the Offer
     Termination Date) to Spandex PLC or (3) from any  Subsidiary
     to the Borrower or to any Guarantor;

           (iv) existing loans and advances described on Schedule
     5.16  in  an  aggregate  outstanding  principal  amount  not
     exceeding $24,062,192 at any one time;

           (v)  loans  or  advances made by the Borrower  or  any
     Guarantor  to  a Material Foreign Subsidiary, provided  that
     such  loans  and  advances  are evidenced  by  one  or  more
     Intercompany  Notes  which have been pledged  to  the  Agent
     pursuant to the Intercompany Note Pledge Agreement;

           (vi)  loans  or  advances made by  the  Borrower,  any
     Guarantor  or  any  Material Foreign Subsidiary  to  Foreign
     Subsidiaries  that  are  not Material  Foreign  Subsidiaries
     consisting  of  Repatriation Loans (but only to  the  extent
     such  loans and advances constitute Repatriation Loans, with
     the  amount of any particular loan or advance which does not
     constitute  a  Repatriation Loan  being  subject  to  clause
     (vii)),  provided that such loans and advances are evidenced
     by one or more Intercompany Notes which have been pledged to
     the   Agent   pursuant  to  the  Intercompany  Note   Pledge
     Agreement, and provided further that the aggregate amount of
     all  Repatriation Loans outstanding at any  time  after  the
     Amendment Effective Date shall not exceed $10,000,000; and

           (vii)  loans  or  advances made by the  Borrower,  any
     Guarantor or any Material Foreign Subsidiary to any  Foreign
     Subsidiary, not otherwise permitted by this Section 5.16 and
     not  exceeding  $15,000,000  in the  aggregate  outstanding;
     provided  that  after giving effect to  the  making  of  any
     loans,  advances or deposits permitted by this  Section,  no
     Default shall be in existence or be created thereby.

     7.    Amendment to Section 5.21.  Section 5.21 of the Credit
Agreement  hereby  is  amended by deleting Section  5.21  in  its
entirety and substituting the following therefor:

           SECTION 5.21. Leverage Ratio.  The Leverage Ratio will
     not  at  any time exceed:  (i) from the Amendment  Effective
     Date  through and including January 31, 2001,  3.5  to  1.0;
     (ii)  from February 1, 2001 through and including April  30,
     2001, 3.25 to 1.0; and (iii) at all times thereafter, 3.0 to
     1.0.

     8.    Amendment to Section 5.22.  Section 5.22 of the Credit
Agreement  hereby  is  amended by deleting Section  5.22  in  its
entirety and substituting the following therefor:

           SECTION  5.22.  Consolidated  Fixed  Charges  Coverage
     Ratio.   At the end of each Fiscal Quarter, the Consolidated
     Fixed  Charges Coverage Ratio shall not have been less than:
     (i) for the Fiscal Quarter ended July 31, 2000, 1.30 to 1.0;
     (ii) for the Fiscal Quarter ended October 31, 2000, 1.35  to
     1.0;  (iii) for the Fiscal Quarter ended January  31,  2001,
     1.40  to  1.0; and (iv) for each Fiscal Quarter  thereafter,
     1.50 to 1.0.

     9.    Amendment to Compliance Certificate (Exhibit F).   The
Compliance Certificate (Exhibit F to the Credit Agreement) hereby
is   amended  by  deleting  Sections  1,  5  and  6  thereof  and
substituting the following new sections therefor:

          1.   Loans and Advances (Section 5.16)

               Neither  the  Borrower nor  any  of  its  Material
               Subsidiaries shall make loans or advances  to  any
               Person  except  as permitted by Section  5.17  and
               except:

                     (i)  loans  or advances to employees  (other
               than travel advances) not exceeding $1,000,000  in
               the  aggregate principal amount outstanding at any
               time, in each case made in the ordinary course  of
               business and consistent with practices existing on
               March 31, 1998;

                    (ii) deposits required by government agencies
               or public utilities;

                    (iii) loans or advances from (1) the Borrower
               to any Guarantor or to Spandex PLC or (2) from any
               Guarantor  to the Borrower or any other  Guarantor
               or  (from and after the Offer Termination Date) to
               Spandex  PLC  or  (3) from any Subsidiary  to  the
               Borrower or to any Guarantor;

                    (iv) existing loans and advances described on
               Schedule   5.16   in   an  aggregate   outstanding
               principal amount not exceeding $24,062,192 at  any
               one time;

                    (v) loans or advances made by the Borrower or
               any  Guarantor  to a Material Foreign  Subsidiary,
               provided   that  such  loans  and   advances   are
               evidenced by one or more Intercompany Notes  which
               have  been  pledged to the Agent pursuant  to  the
               Intercompany Note Pledge Agreement;

                     (vi) loans or advances made by the Borrower,
               any  Guarantor or any Material Foreign  Subsidiary
               to  Foreign  Subsidiaries that  are  not  Material
               Foreign  Subsidiaries consisting  of  Repatriation
               Loans  (but  only  to the extent  such  loans  and
               advances  constitute Repatriation Loans, with  the
               amount  of  any  particular loan or advance  which
               does  not  constitute  a Repatriation  Loan  being
               subject to clause (vii)), provided that such loans
               and   advances  are  evidenced  by  one  or   more
               Intercompany Notes which have been pledged to  the
               Agent  pursuant  to the Intercompany  Note  Pledge
               Agreement, and provided further that the aggregate
               amount  of  all Repatriation Loans outstanding  at
               any  time after the Amendment Effective Date shall
               not exceed $10,000,000; and

                    (vii) loans or advances made by the Borrower,
               any  Guarantor or any Material Foreign  Subsidiary
               to any Foreign Subsidiary, not otherwise permitted
               by this Section 5.16 and not exceeding $15,000,000
               in  the aggregate outstanding; provided that after
               giving effect to the making of any loans, advances
               or  deposits permitted by this Section, no Default
               shall be in existence or be created thereby.

               (a)  To Employees                   $
                                                       ----------

                    Limitation                      $   1,000,000

               (b)  Loans or advances made by the
                    Borrower, any Guarantor or
                    any Material Foreign
                    Subsidiary to Foreign
                    Subsidiaries that are not
                    Material Foreign Subsidiaries
                    consisting of Repatriation
                    Loans (outstanding after the   $
                    Amendment Effective Date)          ----------

                    Limitation                      $  10,000,000

               (c)  Loans or advances made by the
                    Borrower, any Guarantor or
                    any Material Foreign
                    Subsidiary to any Foreign
                    Subsidiary not otherwise       $
                    permitted.                         ----------

                    Limitation                      $  15,000,000

          5.   Leverage Ratio (Section 5.21)

               The  Leverage  Ratio will not at any time  exceed:
               (i)  from the Amendment Effective Date through and
               including January 31, 2001, 3.5 to 1.0; (ii)  from
               February  1, 2001 through and including April  30,
               2001,   3.25  to  1.0;  and  (iii)  at  all  times
               thereafter, 3.0 to 1.0.

               (a)  Consolidated Total Debt
                    Schedule 1                    $
                                                       ----------

               (b)  Consolidated EBITDA
                    Schedule 2                    $
                                                       ----------

               (c)  Actual ratio of (a) to (b)             to 1.0
                                                      ----

                         Maximum Ratio               [3.5 to 1.0]
                                                    [3.25 to 1.0]
                                                     [3.0 to 1.0]

          6.   Consolidated Fixed Charges Coverage Ratio (Section 5.22)

               At   the   end   of  each  Fiscal   Quarter,   the
               Consolidated  Fixes Charges Coverage  Ratio  shall
               not  have  been  less  than: (i)  for  the  Fiscal
               Quarter ended July 31, 2000, 1.30 to 1.0: (ii) for
               the Fiscal Quarter ended October 31, 2000, 1.35 to
               1.0;  (iii)  for the Fiscal Quarter ended  January
               31,  2001,  1.40 to 1.0; and (iv) for each  Fiscal
               Quarter thereafter, 1.50 to 1.0.

               (a)  Consolidated EBITDA
                    Schedule 2                      $
                                                        ----------

               (b)  Consolidated Capital
                    Expenditure                     $
                    Schedule 3                          ----------

               (c)  Sum of (a) less (b)             $
                                                        ----------

               (d)  Consolidated Interest Expense   $
                    Schedule 2                          ----------

               (e)  Consolidated Dividends          $
                    Schedule 4                          ----------

               (f)  Consolidated Taxes              $
                    Schedule 2                          ----------

               (g)  Sum of (d), plus (e), plus (f)  $
                                                        ----------

               (h)  Actual ratio of (c) to (g)              to 1.0
                                                       ----
                         Minimum ratio               [1.30 to 1.0]
                                                     [1.35 to 1.0]
                                                     [1.40 to 1.0]
                                                     [1.50 to 1.0]

     10.  Restatement of Representations and Warranties.  The Borrower
hereby  restates  and  renews each and every  representation  and
warranty  heretofore made by it in the Credit Agreement  and  the
other  Loan Documents as fully as if made on the date hereof  and
with  specific  reference to this First Amendment and  all  other
loan documents executed and/or delivered in connection herewith.

     11.  Effect of Amendment.  Except as set forth expressly
hereinabove, all terms of the Credit Agreement and the other Loan
Documents shall be and remain in full force and effect, and shall
constitute the legal, valid, binding and enforceable obligations
of the Borrower.  The amendments contained herein shall be deemed
to have prospective application only, unless otherwise
specifically stated herein.

     12.  Ratification.  The Borrower hereby restates, ratifies and
reaffirms each and every term, covenant and condition set forth
in the Credit Agreement and the other Loan Documents effective as
of the date hereof.

     13.  Counterparts.  This First Amendment may be executed in any
number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the
same instrument.

     14.  Section References.  Section titles and references used in
this First Amendment shall be without substantive meaning or
content of any kind whatsoever and are not a part of the
agreements among the parties hereto evidenced hereby.

     15.  No Default.  To induce the Agent and the Banks to enter into
this First Amendment and to continue to make advances pursuant to
the Credit Agreement, the Borrower hereby acknowledges and agrees
that, as of the date hereof, and after giving effect to the terms
hereof, there exists (i) no Default or Event of Default and
(ii) no right of offset, defense, counterclaim, claim or
objection in favor of the Borrower arising out of or with respect
to any of the Loans or other obligations of the Borrower owed to
the Banks under the Credit Agreement.

    16.  Further Assurances.  The Borrower agrees to take such
further actions as the Agent shall reasonably request in
connection herewith to evidence the amendments herein contained
to the Borrower.

     17.  Governing Law.  This First Amendment shall be governed by,
and construed and interpreted in accordance with, the laws of the
State of Georgia.

     18.  Conditions Precedent.  This First Amendment shall become
effective only upon (i) execution and delivery of this First
Amendment by each of the parties hereto; (ii) execution and
delivery of the Consent and Reaffirmation of Guarantors at the
end hereof by each of the Guarantors; (iii) the amendment, in a
manner satisfactory to the Agent in its sole discretion, of all
agreements and other related documents related to other Debt of
the Borrower which would or could reasonably be expected to be in
default without such amendment; (iv) payment by the Borrower to
Wachovia Securities, Inc. (the "Arranger"), for the account and
sole benefit of the Arranger, such fees and other amounts at such
times as set forth in that certain letter agreement among the
Borrower, the Agent and the Arranger dated as of July 28, 2000;
and (v) payment by the Borrower to the Agent, for the ratable
account of each Bank consenting to this First Amendment by August
14, 2000, of an amendment fee equal to 0.05% of each consenting
Bank's outstanding Commitment.

        [Signatures contained on the following pages]

      IN WITNESS WHEREOF, the Borrower, the Agent and each of the
Banks  has caused this First Amendment to be duly executed, under
seal, by its duly authorized officer as of the day and year first
above written.

                              GERBER SCIENTIFIC, INC.,

                              as Borrower              (SEAL)

                              By:
                                    -----------------------------
                              Name:
                                  Title:

WACHOVIA BANK, N.A.,               ABN AMRO BANK N.V.,
as Agent and as a Bank             as a Bank
By:                           By:
     ------------------              ----------------------------
Name:                              Name:
Title:                             Title:

                              By:
                                   ----------------------------
                                   Name:
                                   Title:

FLEET NATIONAL BANK,          HARRIS TRUST AND SAVINGS BANK,
as a Bank                     as a Bank

By:                           By:
     -----------------             ---------------------------
     Name:                         Name:
     Title:                        Title:



FIRST UNION NATIONAL BANK,    BNP PARIBAS,
                              (as successor to
                              Banque Nationale de Paris),
as a Bank                     as a Bank

By:                           By:
     ----------------             ---------------------------
     Name:                        Name:
     Title:

                              By:
                                  -------------------------
                                  Name:
                                  Title:


THE CHASE MANHATTAN BANK,     CITIZENS BANK OF MASSACHUSETTS,
as a Bank                     as a Bank

By:                           By:
     --------------------          ------------------------
     Name:                         Name:
     Title:                        Title:

MELLON BANK, N.A.,
as a Bank

By:
     --------------------
     Name:
     Title:



             CONSENT AND REAFFIRMATION OF GUARANTORS

      Each  of  the undersigned (i) acknowledges receipt  of  the
foregoing  First  Amendment  to  Credit  Agreement  (the   "First
Amendment"), (ii) consents to the execution and delivery  of  the
First Amendment by the parties thereto and (iii) reaffirms all of
its  obligations and covenants under the Guaranty Agreement dated
as  of May 15, 1998 executed by it, and agrees that none of  such
obligations and covenants shall be affected by the execution  and
delivery  of the First Amendment.  This Consent and Reaffirmation
may  be  executed in any number of counterparts and by  different
parties  hereto in separate counterparts, each of which  when  so
executed and delivered shall be deemed to be an original and  all
of  which counterparts, taken together, shall constitute but  one
and the same instrument.




                             GERBER TECHNOLOGY, INC.,
                             a Connecticut corporation (SEAL)

                             GERBER SCIENTIFIC PRODUCTS, INC.,
                             a Connecticut corporation (SEAL)

                             GERBER COBURN OPTICAL, INC.,
                             a Delaware corporation (SEAL)


                             By
                                  ------------------------------
                                  Name:
                                  Title: