EXHIBIT NO. 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment") is dated as of January 31, 2002 among GERBER SCIENTIFIC, INC. (the "Borrower"), WACHOVIA BANK, N.A., as Agent (the "Agent") and WACHOVIA BANK, N.A., FLEET NATIONAL BANK, BNP PARIBAS, JPMORGAN CHASE BANK (FORMERLY THE CHASE MANHATTAN BANK), ABN AMRO BANK N.V., CITIZENS BANK OF MASSACHUSETTS, FIRST UNION NATIONAL BANK, HARRIS TRUST AND SAVINGS BANK and MELLON BANK, N.A. (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 Amended and Restated Credit Agreement, dated as of March 14, 2001, as amended by First Amendment to Credit Agreement dated as of July 23, 2001 (as so amended, 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
2. Amendment to Section 1.01
3. Amendment to Section 2.02(a)(iv)
4. Amendment to Section 2.05(a)
5. Amendment to Section 2.06
6. Amendment to Section 2.07
7. Amendment to Sections 2.10(c) and (d)
8. Amendment to Section 5.01(c) and (d)
9. Amendment to Section 5.17
10. Amendment to Section 5.20
11. Amendment to Section 5.21
12. Amendment to Section 5.22
13. New Section 5.26(e) and (f)
14. New Section 5.27
15. New Section 5.28
16. Amendment to Section 6.01(b)
17. Amendment to Section 6.03
18. Amendment to Section 9.03
19. Amendment to Section 9.05(b)
20. Amendment to Exhibit F (Compliance Certificate)
21. Execution and Delivery of Amendments to Mortgages and Related Matters
22. Restatement of Representations and Warranties
23. Effect of Amendment
24. Ratification
25. Counterparts; Facsimile Signatures
26. Section References
27. No Default;  Absence and Waiver of Defenses; Conduct of the Agent and the Banks
28. Further Assurances
29. Governing Law
30. Entire Agreement
31. Conditions Precedent
32. Obligor has executed and delivered to Collateral Agent that certain Mortgage, Security Agreement, Assignment Of Leases And Rents And Fixture Filing (the "Instrument") dated as of May 21, 2001, recorded in the Office of the Recorder of Deeds, Cook County, Illinois (the "Records"), as Document 0010449825, encumbering certain property located in Cook County, Illinois, and legally described therein ("the Property").
33. Obligor and Collateral Agent, for the ratable benefit of the Secured Parties, desire to amend the Instrument to identify additional debt secured by the Instrument, and Collateral Agent desires to have Obligor reaffirm and confirm its obligations under the Instrument;
34. Recitals.  The foregoing recitals are true and correct and are incorporated herein by this reference.
35. Reaffirmation.  Obligor reaffirms to Collateral Agent each of the representations, warranties, covenants, obligations and agreements of Obligor set forth in the Instrument, as amended by this Amendment, with the same force and effect as if each were separately stated herein and made as of the date hereof, except where such representations or warranties relate specifically to a prior date.  This Amendment modifies and renews the Instrument as herein provided and in no way acts as a release or relinquishment of Obligor.
36. Obligor's Certification.  Obligor certifies that the Instrument remains in full force and is enforceable in accordance with its terms, as amended by this Amendment, and that there exists no defaults, offsets or defenses thereunder, or any events which with the giving of notice, the passage of time, or both, would constitute a default, offset or defense thereunder.
37. Modification of Instrument.  The Instrument is hereby modified, effective as of the date hereof, by deleting in its entirety the second (unnumbered) paragraph beginning on page 2 of the Instrument, and continuing to page 3 thereof (which describes and defines the "Secured Obligations"), an by substituting the following therefor:
38. Full Force and Effect.  Except as amended by this Amendment, the Instrument shall in all respects remain in full force and effect.
39. Counterparts.  This Amendment may be executed in one or more counterparts, each of which, when executed, shall be deemed an original, and all of such counterparts together shall constitute one and the same agreement.
40. Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Illinois.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused the Amendment to be executed under seal by their duly authorized representatives as of the date first above written.

OBLIGOR

| | STEREO OPTICAL COMPANY, an Illinois corporation

By: ____________________________________
Printed Name: ___________________________
Printed Title: ____________________________
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                



STATE OF ______________

COUNTY OF ______________

I ____________________ do hereby certify that _____________________, as ________________ of Stereo Optical Company, Inc., an Illinois corporation, personally known to me , appeared before me this day in person, and acknowledged that he/she signed and delivered this instrument on behalf of said corporation for the uses and purposes therein set forth.





COLLATERAL AGENT:

| | WACHOVIA BANK, N.A., a national banking association, as Collateral Agent

By: ____________________________________
Printed Name: ___________________________
Printed Title: ____________________________
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                         



STATE OF ______________

COUNTY OF ______________

I ____________________ do hereby certify that _____________________, as ________________ of Wachovia Bank, N.A., a national banking association, personally known to me , appeared before me this day in person, and acknowledged that he/she signed and delivered this instrument on behalf of said corporation for the uses and purposes therein set forth.

ANNEX 2  TO SECOND AMENDMENT TO CREDIT AGREEMENT

FORM OF FIRST AMENDMENT TO SECURITY AGREEMENT

THIS FIRST AMENDMENT TO SECURITY AGREEMENT (this "First Amendment") is dated and effective as of January 31, 2002 among GERBER SCIENTIFIC, INC., a Connecticut corporation (the "Company"), each of the undersigned corporations respectively organized under the laws of the states set forth on the signature pages below their names (collectively, the "Debtor Subsidiaries", the Company and the Debtor Subsidiaries being collectively referred to as the "Debtors") and WACHOVIA BANK, N.A., as Collateral Agent (the "Collateral Agent");



W I T N E S S E T H :

WHEREAS, the Debtors and the Collateral Agent executed and delivered that certain Security Agreement dated as of March 16, 2001 (the "Security Agreement");

WHEREAS, the Debtors have and the Collateral Agent, at the direction of the requisite Secured Parties has, agreed to certain amendments to the Security 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 Debtors and the Collateral Agent hereby covenant and agree as follows:

1. Definitions.  Unless otherwise specifically defined herein, each term used herein which is defined in the Security Agreement shall have the meaning assigned to such term in the Security 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 Security Agreement shall from and after the date hereof refer to the Security Agreement as amended hereby.

2. Amendments to Security Agreement. (a) The definition of "Approved Depository" contained in the Security Agreement hereby is amended by deleting it in its entirety and the following definitions of "Approved Depositary", "Approved Intermediary" and "Permitted Petty Cash Depositary Accounts" set forth below hereby are added:

"Approved Depositary" means (x) either (a) the Collateral Agent or a Bank, or (b) another depositary bank, upon the execution and delivery by the Collateral Agent and such other depositary bank and the relevant Debtor of a Deposit Account Security and Control Agreement substantially in the form attached hereto as Exhibit C and made a part hereof or otherwise in form and substance reasonably acceptable to the Collateral Agent.

"Approved Intermediary" means (x) either (a) the Collateral Agent or a Bank, or (b) a securities intermediary, upon the execution and delivery by the Collateral Agent and such other securities intermediary and the relevant Debtor of a Securities Account Security and Control Agreement substantially in the form attached hereto as Exhibit D and made a part hereof or otherwise in form and substance reasonably acceptable to the Collateral Agent.

"Permitted Petty Cash Depositary Accounts" means any depositary accounts maintained  within the United States of America (including its states, territories and possessions and the District of Columbia), which may be maintained with depositary banks which are not Approved Depositaries, so long as the aggregate collected balance in all such depositary accounts does not at any time exceed $100,000.

(b)   Amendment to Section 3.1.11.  Section 3.1.11 of the Security Agreement hereby is amended by deleting it in its entirety and substituting the following therefor:

3.1.11   Depository Accounts; Securities Accounts; Collections.  (a) As of January 31, 2002, none of the Debtors has depositary accounts in which such Debtor's cash is deposited within the United States of America (including its states, territories and possessions and the District of Columbia), except for depositary accounts maintained with the Agent and one or more of the Banks, and except for Permitted  Petty Cash Depositary Accounts.  Each Debtor agrees that it shall not open a depositary account with any depositary bank in which its cash is deposited within the United States of America (including its states, territories and possessions and the District of Columbia), other than with the Agent or one or more of the Banks, unless such depositary bank becomes an Approved Depositary and such Debtor delivers to the Collateral Agent an opinion of counsel reasonably satisfactory to the Collateral Agent regarding enforceability of the related Depositary Account Security and Control Agreement and the perfection of the security interest of the Collateral Agent pursuant thereto; provided, however, that the Debtors may maintain the Permitted Petty Cash Depositary Accounts.

(b)	As of January 31, 2002, there are no securities intermediaries with which any Debtor has any cash invested within the United States of America (including its states, territories and possessions and the District of Columbia).  Each Debtor agrees that it shall not open any account with a securities intermediary in which cash is invested within the United States of America (including its states, territories and possessions and the District of Columbia) unless such securities intermediary becomes an Approved Intermediary and such Debtor delivers to the Collateral Agent an opinion of counsel reasonably satisfactory to the Collateral Agent regarding enforceability of the related Securities Account Security and Control Agreement and the perfection of the security interest of the Collateral Agent pursuant thereto.

(c)	With respect to all Account Debtors, promptly after receipt of notice from the Collateral Agent following the occurrence and during the continuance of an Event of Default: (i) each Debtor shall (x) deposit all Cash Collections either with the Collateral Agent or an Approved Depositary and (y) cause each Account Debtor to remit all cash, checks, drafts, items and other instruments for the payment of money which it now has or may at any time hereafter receive as proceeds of the Collateral to the Collateral Agent or an Approved Depositary.  Promptly after receipt by the Approved Depositaries and/or Approved Intermediaries of notice from the Collateral Agent following the occurrence of an Enforcement Event, the Collateral Agent shall have the right in the exercise of its sole discretion to direct all Approved Depositaries and/or Approved Intermediaries to (i) to cease following entitlement orders and other instructions from the Debtors and only to follow entitlement orders and other instructions of the Collateral Agent, and (ii) to remit all cash and investments and other Cash Collections held by them to the Collateral Agent as often as the Collateral Agent may require, and to act in accordance with such entitlement orders and other instructions as the Collateral Agent shall submit to the Approved Intermediary, and the Approved Intermediaries are hereby authorized and directed to do so by each of the Debtors upon the Collateral Agent's direction, and during the existence of an Enforcement Event, none of the Debtors shall be entitled to draw on the funds or securities or other property held by any Approved Depositary or Approved Intermediary without the prior written consent of the Collateral Agent.  The Agent shall not give any such notice to Approved Depositaries and/or Approved Intermediaries unless an Enforcement Event has occurred which has not been rescinded.

3.  Effect of Amendment; Ratification.  Except as set forth expressly hereinabove, all terms of the Security Agreement shall be and remain in full force and effect, and shall constitute the legal, valid, binding and enforceable obligations of the Debtors.  The amendments contained herein shall be deemed to have prospective application only, unless otherwise specifically stated herein. Each of the Debtors hereby restates, ratifies and reaffirms each and every term, covenant and condition set forth in the Security Agreement effective as of the date hereof, except, as to representations, where such representations relate specifically to a prior date.

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

5. 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.

6. Further Assurances.  Each of the Debtors agrees to take such further actions as the Collateral Agent shall reasonably request in connection herewith to evidence the amendments herein contained.

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

8. Conditions Precedent.  This First Amendment shall become effective only upon receipt by the Collateral Agent of the following items: from each of the parties hereto of either (i) 2 duly executed counterparts of this First Amendment signed by such party, or (ii) a facsimile transmission of an executed counterpart of this First Amendment with the 2 original counterparts to be sent to counsel for the Collateral Agent by overnight courier.

IN WITNESS WHEREOF, each of the parties hereto has executed and delivered this First Amendment as of the day and year first written above.

GERBER SCIENTIFIC, INC.(SEAL)



By:__________________________
      Name:
      Title:



GERBER TECHNOLOGY,  INC.
       a Connecticut corporation
GERBER SCIENTIFIC PRODUCTS, INC.,
       a Connecticut corporation
GERBER COBURN OPTICAL, INC.,
       a Delaware corporation (SEAL)
STEREO OPTICAL COMPANY, INC.,
       an Illinois corporation



By:   ___________________________
      Name:
      Title:

ACCEPTED AND AGREED TO AS OF
THE DATE FIRST WRITTEN ABOVE:

WACHOVIA BANK, N.A.,               (SEAL)
as Collateral Agent for the Secured Parties

By:
Name:
Title:

EXHIBIT C TO FIRST AMENDMENT TO AMENDED AND RESTATED
SECURITY AGREEMENT

FORM OF DEPOSIT ACCOUNT SECURITY
AND CONTROL AGREEMENT

This Agreement, dated as of ______________, 2002, between WACHOVIA BANK, N.A. ("Collateral Agent"); [insert name of Gerber entity owning deposit account] ("Debtor"); and [insert name of Depositary Bank] ("Depositary Bank").

WHEREAS, the Collateral Agent is a party to that certain Security Agreement dated March 16, 2001 with Gerber Scientific, Inc. and the "Debtor Subsidiaries" described therein from time to time, as such Security Agreement is amended by that certain First Amendment thereto (the "First Amendment") dated as of January 31, 2002 (and as further amended or otherwise modified from time to time, the "Security Agreement"; capitalized terms not defined in this Agreement have the meaning set forth or incorporated by reference in the Security Agreement) ; and

WHEREAS, the First Amendment requires that the Debtor execute and deliver this Agreement in order to further secure the Secured Obligations; and

NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which the parties hereto hereby acknowledge, the parties hereto agree as follows:

Section 1.  Grant of Security Interest.   The Debtor hereby grants and collaterally assigns to the Collateral Agent, for the benefit of the Secured Parties, to secure the Secured Obligations, all of the Debtor's rights to and under that certain deposit account maintained with the Depositary Bank with the account number ______________ standing in the Debtor's name (the "Account") on the books of the Depositary Bank, including, without limitation, all checks, drafts, instruments, monies and rights of payment deposited and collected therein from time to time, and all of the Debtor's interest now or hereafter accruing thereon, together with any renewals, replacements, substitutions thereof and any deposits hereafter made therein or in any renewals, replacements, substitutions thereof and any and all proceeds of the foregoing.  The Collateral Agent shall have all of the rights, powers and remedies of a secured party and collateral assignee under the UCC (defined below) and other applicable law from time to time.

Section 2.  Control Agreement.  Depositary  Bank hereby represents and warrants to Collateral Agent and Debtor that (a) the Account has been established in the name of Debtor as recited above,  and (b) except for the claims and interest of Collateral Agent and Debtor in the Account (subject to any claim in favor of Depositary  Bank permitted under Section 3), Depositary  Bank does not know of any claim to or interest in the Account.  All parties to this Agreement agree that the Account is a "deposit account" within the meaning of Article 9 of the Uniform Commercial Code of the State of Georgia (the "UCC").  Depositary Bank has not and will not agree with any third party to comply with instructions or other directions concerning the Account or the disposition of funds in the Account originated by such third party without the prior written consent of Collateral Agent and Debtor. Depositary Bank will comply with written instructions originated by Collateral Agent directing disposition of the funds in the Account without further consent by Debtor. Depositary Bank may also comply with instructions directing the disposition of funds in the Account originated by Debtor or its authorized representatives until such time as Collateral Agent delivers a written notice to Depositary Bank that Collateral Agent is thereby exercising exclusive control over the Account. Such notice is referred to herein as the "Notice of Exclusive Control."  Each Notice of Exclusive Control shall contain a certification by the Collateral Agent that an Event of Default (defined in the Credit Agreement) has occurred. Until Depositary  Bank receives a Notice of Exclusive Control, Depositary  Bank may distribute to Debtor all interest earned with respect to funds in the Account.   After Depositary  Bank receives a Notice of Exclusive Control, it will cease complying with instructions concerning the Account originated by Debtor or its representatives and cease distributing interest with respect to funds in the Account to Debtor.  Depositary  Bank shall be entitled to rely upon any instruction order or Notice of Exclusive Control that it reasonably believes to be from Collateral Agent.

Section 3.  Subordination of Security Interest. Depositary Bank hereby acknowledges the security interest granted to Collateral Agent by Debtor.  Depositary Bank hereby subordinates all security interests, liens, encumbrances, claims and rights of setoff it may have, now or in the future, against the Account or any funds in the Account other than in connection with the payment of Depositary Bank's customary fees and charges pursuant to its agreement with Debtor and for amounts credited for returned items of payment.

Section 4.  Statements, Confirmations and Notices of Adverse Claims.  Depositary Bank will send copies of all statements concerning the Account to each of Debtor and Collateral Agent at the address set forth under each party's signature to this Agreement.  Upon receipt of written notice of any lien, encumbrance or adverse claim against the Account or any funds credited thereto, Depositary Bank will promptly notify Collateral Agent and Debtor thereof.

Section 5.  Limited Responsibility of Depositary Bank.  Except for acting on Debtor's instructions in violation of Section 2 above, Depositary Bank shall have no responsibility or liability to Collateral Agent for complying with instructions concerning the Account from Debtor or Debtor's authorized representatives which are received by Depositary Bank before Depositary Bank receives a Notice of Exclusive Control.  Depositary Bank shall have no responsibility or liability to Debtor for complying with a Notice of Exclusive Control or complying with instructions concerning the Account originated by Collateral Agent, and shall have no responsibility to investigate the appropriateness of any such instruction or Notice of Exclusive Control, even if Debtor notifies Depositary Bank that Collateral Agent is not legally entitled to originate any such instruction or Notice of Exclusive Control, unless (a) Depositary  Bank has been served with an injunction, restraining order or other legal process issued by a court of competent jurisdiction (a "Court Order") enjoining it from complying and has had a reasonable opportunity to act on such Court Order, or (b) Depositary  Bank acts in collusion with Collateral Agent in violating Debtor's rights.   Depositary  Bank shall have no responsibility or liability to Collateral Agent with respect to the value of the Account or any asset held therein.  This Agreement does not create any obligation or duty of Depositary  Bank other than those expressly set forth herein.

Section 6.  Indemnification of Depositary Bank.  Debtor hereby agrees to indemnify and hold harmless Depositary Bank, its directors, officers, agents and employees against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including without limitation, any and all court costs and reasonable attorney's fees, in any way related to or arising out of or in connection with this Agreement or any action taken or not taken pursuant hereto, except to the extent caused by Depositary Bank's gross negligence or willful misconduct.

Section 7.  Customer Agreement.  In the event of a conflict between this Agreement and any other agreement between the Depositary Bank and the Debtor, the terms of this Agreement will prevail; provided, however, that this Agreement shall not alter or affect any mandatory arbitration provision currently in effect between Depositary Bank and Debtor pursuant to a separate agreement.

Section 8.  Termination.  This Agreement shall continue in effect until Collateral Agent has notified Depositary Bank in writing that this Agreement, or its security interest in the Account, is terminated.  Upon receipt of such written notice the obligations of Depositary Bank hereunder with respect to the operation and maintenance of the Account after the receipt of such notice shall terminate, Collateral Agent shall have no further right to originate instructions concerning the Account and any previous Notice of Exclusive Control delivered by Collateral Agent shall be deemed to be of no further force and effect.  Depositary Bank reserves the right, unilaterally, to terminate this Agreement, such termination to be effective 60 business days' after written notice thereof is given to Debtor and Collateral Agent.

Section 9.  Complete Agreement.  This Agreement and the instructions and notices required or permitted to be executed and delivered hereunder set forth the entire agreement of the parties with respect to the subject matter hereof, and, subject to Section 7 above supersede any prior and contemporaneous agreements (whether oral or written) of the parties concerning its subject matter.

Section 10.  Amendments.  No amendment, modification or (except as otherwise specified in Section 8 above) termination of this Agreement, nor any assignment of any rights hereunder (except to the extent contemplated under Section 12 below), shall be binding on any party hereto unless it is in writing and is signed by each of the parties hereto, and any attempt to so amend, modify, terminate or assign except pursuant to such a writing shall be null and void.  No waiver of any rights hereunder shall be binding on any party hereto unless such waiver is in writing and signed by the party against whom enforcement is sought.

Section 11.  Severability.  If any term or provision set forth in this Agreement shall be invalid or unenforceable, the remainder of this Agreement, other than those provisions held invalid or unenforceable, shall be construed in all respects as if such invalid or unenforceable term or provision were omitted.

Section 12.  Successors.  The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives.  This Agreement may be assigned by Collateral Agent to any successor of Collateral Agent under the Security Agreement, provided that written notice thereof is given by Collateral Agent to Depositary Bank.

Section 13.  Notices.  Except as otherwise expressly provided herein, any notice, order, instruction, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error-free receipt is received or upon receipt of notice sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth next to such party's name on the signature pages to this Agreement.  Any party may change its address for notices in the manner set forth above.

Section 14.  Counterparts.  This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

Section 15.  Choice of Law.  This Agreement shall be governed by and construed in accordance with the law of the State of Georgia.  The parties agree that [___________________] is the "Depositary Bank's jurisdiction" for purposes of the UCC.



IN WITNESS WHEREOF, each of the parties hereto has executed and delivered this Agreement as of the day and year first written above

SIGNATURES:

COLLATERAL AGENT:

WACHOVIA BANK, N.A.
By:_________________________________
Name:
Title:
Notice Address:

191 Peachtree Street, N.E.

Atlanta, Georgia  30303

DEBTOR:

[insert Gerber entity name]

By:_________________________________
Name:
Title:

Notice Address:

____________________________________

____________________________________

DEPOSITARY BANK:

[insert Depositary Bank entity name]

By:_________________________________
Name:
Title:

Notice Address:

____________________________________

____________________________________





EXHIBIT D TO FIRST AMENDMENT TO

SECURITY AGREEMENT

FORM OF SECURITIES ACCOUNT SECURITY

AND CONTROL AGREEMENT

This Agreement, dated as of ________________, 2002, between WACHOVIA BANK, N.A. ("Collateral Agent"); [insert name of Gerber entity owning securities account] ("Debtor"); and [insert name of Securities Intermediary] ("Securities Intermediary").

WHEREAS, the Collateral Agent is a party to that certain Security Agreement dated March 16, 2001 with Gerber Scientific, Inc. and the "Debtor Subsidiaries" described therein from time to time, as such Security Agreement is amended by that certain First Amendment thereto (the "First Amendment") dated as of January 31, 2002 (and as further amended or otherwise modified from time to time, the "Security Agreement"; capitalized terms not defined in this Agreement have the meaning set forth or incorporated by reference in the Security Agreement); and

WHEREAS, the First Amendment requires that the Debtor execute and deliver this Agreement in order to further secure the Secured Obligations; and

NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which the parties hereto hereby acknowledge, the parties hereto agree as follows:

Section 1.  Grant of Security Interest.   The Debtor hereby grants and collaterally assigns to the Collateral Agent, for the benefit of the Secured Parties, to secure the Secured Obligations, all of the Debtor's rights to and under that certain securities account maintained with the Securities Intermediary with the account number ______________ standing in the Debtor's name (the "Account") on the books of the Securities Intermediary, including, without limitation, all securities, financial assets, investment property, securities entitlements, instruments, monies and rights of payment deposited and collected therein from time to time, and all of the Debtor's interest now or hereafter accruing thereon, together with any renewals, replacements, substitutions thereof and any deposits hereafter made therein or in any renewals, replacements, substitutions thereof and any and all proceeds of the foregoing. The Collateral Agent shall have all of the rights, powers and remedies of a secured party and collateral assignee under the UCC (defined below) and other applicable law from time to time.

Section 2.  Control Agreement.  Securities Intermediary hereby represents and warrants to Collateral Agent and Debtor that (a) the Account has been established in the name of Debtor as recited above,  and (b) except for the claims and interest of Collateral Agent and Debtor in the Account (subject to any claim in favor of Securities Intermediary permitted under Section 3), Securities Intermediary does not know of any claim to or interest in the Account.  All parties agree that the Account is a "securities account" within the meaning of Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Georgia (the "UCC") and that all property  held by Securities Intermediary in the Account will be treated as financial assets under the UCC.  Securities Intermediary has not and will not agree with any third party that Securities Intermediary will comply with entitlement orders concerning the Account originated by such third party without the prior written consent of Collateral Agent and Debtor.  Securities Intermediary will comply with entitlement orders originated by Collateral Agent concerning the Account without further consent by Debtor.  Subject to the provisions set forth in Section 2(b) below, Securities Intermediary shall also comply with entitlement orders and other instructions related to trades in the Account concerning the Account originated by Debtor, or Debtor's authorized representatives, until such time as Collateral Agent delivers a written notice to Securities Intermediary that Collateral Agent is thereby exercising exclusive control over the Account.   Such notice is referred to herein as the "Notice of Exclusive Control." Each Notice of Exclusive Control shall contain a certification by the Collateral Agent that an Event of Default has occurred. Until Securities Intermediary receives a Notice of Exclusive Control, Securities Intermediary may distribute to Debtor all interest and regular cash dividends on property in the Account.   After Securities Intermediary receives a Notice of Exclusive Control, it will cease complying with entitlement orders or other instructions concerning the Account originated by Debtor or its representatives and cease distributing interest and dividends on property in the Account to Debtor.   Securities Intermediary shall be entitled to rely upon any entitlement order or Notice of Exclusive Control that it reasonably believes to be from Collateral Agent.

Section 3.  Subordination of Security Interest.  Securities Intermediary hereby acknowledges the security interest granted to Collateral Agent by Debtor.  Securities Intermediary hereby confirms that the Account is a cash account  and that it will not advance any margin or other credit to Debtor nor hypothecate any securities carried in the Account except in connection with the settlement of trading activity permitted to be conducted by the Debtor hereunder.   Securities Intermediary hereby subordinates all security interests, liens, encumbrances, claims and rights of setoff it may have, now or in the future, against the Account or any property carried in the Account or any free credit balance in the Account other than in connection with activities in which Debtor is permitted to engage hereunder, including the payment of Securities Intermediary's customary fees, commissions and other charges pursuant to its agreement with Debtor and for payment or delivery of financial assets purchased or sold for or from the Account.

Section 4.  Statements, Confirmations and Notices of Adverse Claims.  Securities Intermediary will send copies of all statements and confirmations concerning the Account to each of Debtor and Collateral Agent at the address set forth under each party's signature to this Agreement.  Upon receipt of written notice of any lien, encumbrance or adverse claim against the Account or in any financial asset carried therein, Securities Intermediary will promptly notify Collateral Agent and Debtor thereof.

Section 5.  Limited Responsibility of Securities Intermediary.  Except for permitting a withdrawal or payment in violation of Sections 2 or 3 above or advancing margin or other credit to Debtor in violation of Section 3 above, Securities Intermediary shall have no responsibility or liability to Collateral Agent for complying with entitlement orders concerning the Account from Debtor or Debtor's authorized representatives which are received by Securities Intermediary before Securities Intermediary receives a Notice of Exclusive Control.  Securities Intermediary shall have no responsibility or liability to Debtor for complying with a Notice of Exclusive Control or complying with entitlement orders concerning the Account originated by Collateral Agent, and shall have no responsibility to investigate the appropriateness of any such entitlement order or Notice of Exclusive Control, even if Debtor notifies Securities Intermediary that Collateral Agent is not legally entitled to originate any such entitlement order or Notice of Exclusive Control, unless (a) Securities Intermediary has been served with an injunction, restraining order or other legal process issued by a court of competent jurisdiction (a "Court Order") enjoining it from complying and has had a reasonable opportunity to act on such Court Order, or (b) Securities Intermediary acts in collusion with Collateral Agent in violating Debtor's rights.   Securities Intermediary shall have no responsibility or liability to Collateral Agent with respect to the value of the Account or any asset held therein.  This Agreement does not create any obligation or duty of Securities Intermediary other than those expressly set forth herein.

Section 6.  Indemnification of Securities Intermediary.  Debtor hereby agrees to indemnify and hold harmless Securities Intermediary, its directors, officers, agents and employees against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including without limitation, any and all court costs and reasonable attorney's fees, in any way related to or arising out of or in connection with this Agreement or any action taken or not taken pursuant hereto, except to the extent caused by Securities Intermediary's gross negligence or willful misconduct.

Section 7.  Customer Agreement.  In the event of a conflict between this Agreement and any other agreement between the Securities Intermediary and the Debtor, the terms of this Agreement will prevail; provided, however, that this Agreement shall not alter or affect any mandatory arbitration provision currently in effect between Securities Intermediary and Debtor pursuant to a separate agreement.

Section 8.  Termination.  This Agreement shall continue in effect until Collateral Agent has notified Securities Intermediary in writing that this Agreement, or its security interest in the Account, is terminated.  Upon receipt of such written notice the obligations of Securities Intermediary hereunder with respect to the operation and maintenance of the Account after the receipt of such notice shall terminate, Collateral Agent shall have no further right to originate entitlement orders concerning the Account and any previous Notice of Exclusive Control delivered by Collateral Agent shall be deemed to be of no further force and effect.  Securities Intermediary reserves the right, unilaterally, to terminate this Agreement, such termination to be effective 60 business days' after written notice thereof is given to Debtor and Collateral Agent.

Section 9.  Complete Agreement.  This Agreement and the instructions and notices required or permitted to be executed and delivered hereunder set forth the entire agreement of the parties with respect to the subject matter hereof, and, subject to Section 7 above supersede any prior and contemporaneous agreements (whether oral or written) of the parties concerning its subject matter.

Section 10.  Amendments.  No amendment, modification or (except as otherwise specified in Section 8 above) termination of this Agreement, nor any assignment of any rights hereunder (except to the extent contemplated under Section 12 below), shall be binding on any party hereto unless it is in writing and is signed by each of the parties hereto, and any attempt to so amend, modify, terminate or assign except pursuant to such a writing shall be null and void.  No waiver of any rights hereunder shall be binding on any party hereto unless such waiver is in writing and signed by the party against whom enforcement is sought.

Section 11.  Severability.  If any term or provision set forth in this Agreement shall be invalid or unenforceable, the remainder of this Agreement, other than those provisions held invalid or unenforceable, shall be construed in all respects as if such invalid or unenforceable term or provision were omitted.

Section 12.  Successors.  The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives.  This Agreement may be assigned by Collateral Agent to any successor of Collateral Agent under the Security Agreement, provided that written notice thereof is given by Collateral Agent to Securities Intermediary.

Section 13.  Notices.  Except as otherwise expressly provided herein, any notice, order, instruction, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error-free receipt is received or upon receipt of notice sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth next to such party's name on the signature pages to this Agreement.  Any party may change its address for notices in the manner set forth above.

Section 14.  Counterparts.  This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

Section 15.  Choice of Law.  Regardless of any provision in any other agreement relating to the Account, the parties hereto agree that, subject to Section 8 of this Agreement, the establishment and maintenance of the Account, and all interests, duties and obligations with respect to the Account and this Agreement shall be governed by the law of the State of New York.



IN WITNESS WHEREOF, each of the parties hereto has executed and delivered this Agreement as of the day and year first written above.

SIGNATURES:

COLLATERAL AGENT:

WACHOVIA BANK, N.A.
By:_________________________________
Name:
Title:
Notice Address:

191 Peachtree Street, N.E.

Atlanta, Georgia  30303

DEBTOR:

[insert Gerber entity name]

By:_________________________________
Name:
Title:

Notice Address:

____________________________________

____________________________________

SECURITIES INTERMEDIARY:

[insert Securities Intermediary entity name]

By:_________________________________
Name:
Title:

Notice Address:

____________________________________

____________________________________