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================================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM 10-K

              [X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 2005

                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number 333-43089

                               THE GSI GROUP, INC.
             (Exact name of registrant as specified in its charter)

                             DELAWARE     37-0856587
                (State or other jurisdiction     (I.R.S. Employer
            of incorporation or organization)     Identification No.)

             1004 E. ILLINOIS STREET, ASSUMPTION, ILLINOIS     62510
             (Address of principal executive offices)     (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (217) 226-4421

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:  NONE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:  NONE


     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes  [X]  No  [  ]


     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 or Regulation S-K is not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-K or any amendment to this
Form  10-K.  [X]

     Indicate by check mark whether the registrant is an accelerated filer:  Yes
[  ]  No  [X]

     Indicate  by  check  mark  whether  the  registrant  is a shell company (as
defined  in  Rule  12b-2  of  the  Exchange  Act):    Yes[  ]  No  [X]

     Aggregate  market  value of the voting and non-voting common equity held by
non-affiliates  of  the  registrant:  $0

     Indicate  the  number  of  shares  outstanding  of each of the registrant's
classes  of  common  stock as of the latest practicable date:  Common stock, par
value  $0.01  per share, 826,948 shares outstanding as of April 14, 2006 (all of
which  are  held  by  an  affiliate  of  the  registrant).

                   Documents Incorporated by Reference:  None
================================================================================

                                        1
<PAGE>
FORWARD-LOOKING  STATEMENTS


     This  report  contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 concerning, among other things,
the  prospects  and  developments  of  The  GSI  Group, Inc. (the "Company") and
business  strategies  for  our operations, all of which are subject to risks and
uncertainties.  Among these forward-looking statements and among those risks and
uncertainties,  are  obtaining  suitable  financing  to  support  our  growth in
operations;  possible  acquisition  or  divestiture  transactions;  managing our
growth to achieve operating efficiencies; successfully competing in our markets;
adequately  protecting  our  proprietary  information  and  technology  from
competitors; assuring that our products are not rendered obsolete by products or
technologies  of competitors; successfully managing product liability risks; and
avoiding  problems with third parties, including key personnel, upon whom we may
be dependent.  These forward-looking statements are included in various sections
of  this report. These statements are identified as "forward-looking statements"
or  by their use of terms (and variations thereof) such as "will," "may," "can,"
"anticipate,"  "intend,"  "continue,"  "estimate,"  "expect,"  "plan," "should,"
"outlook,"  "believe," and "seek" and similar terms (and variations thereof) and
phrases.

     When a forward-looking statement includes a statement of the assumptions or
bases  underlying  the  forward-looking  statement,  we  caution  that, while we
believe  such assumptions or bases to be reasonable and make them in good faith,
assumed  facts  or  bases  almost  always  vary  from  actual  results,  and the
differences  between  assumed facts or bases and actual results can be material,
depending upon the circumstances. Where, in any forward-looking statement, we or
our  management  expresses  an  expectation  or  belief as to future results, we
express that expectation or belief in good faith and believe it has a reasonable
basis,  but we can give no assurance that the statement of expectation or belief
will  result  or  be  achieved  or  accomplished.

     Our  actual  results may differ significantly from the results discussed in
the  forward-looking  statements.

                                        2
<PAGE>
<TABLE>
<CAPTION>

                                          TABLE OF CONTENTS

                                                                                                PAGE
                                                                                                ----
PART I
          Item 1.                                    Business                                    4
          Item 1A.                                 Risk Factors                                  10
          Item 1B.                          Unresolved Staff Comments                            15
          Item 2.                                   Properties                                   15
          Item 3.                               Legal Proceedings                                16
          Item 4.              Submission of Matters to a Vote of Security Holders               16
<S>       <C>       <C>                                                                         <C>
PART II
          Item 5.   Market for the Registrant's Common Equity, Related Stockholder Matters and
                    Registrant's Purchases of Equity Securities                                   17
          Item 6.   Selected Financial Data                                                       18
          Item 7.   Management's Discussion and Analysis of Financial Condition and Results of
                    Operations                                                                    19
          Item 7A.  Quantitative and Qualitative Disclosure About Market Risk                     30
          Item 8.   Financial Statements and Supplementary Data                                   31
          Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial
                    Disclosure                                                                    65
          Item 9A.  Controls and Procedures                                                       65
          Item 9B.  Other Information                                                             66

PART III
          Item 10.  Directors and Executive Officers of the Registrant                            67
          Item 11.  Executive Compensation                                                        70
          Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related
                    Stockholder Matters                                                           71
          Item 13.  Certain Relationships and Related Transactions                                73
          Item 14.  Principal Accountant Fees and Services                                        75

PART IV
          Item 15.  Exhibits and Financial Statement Schedules                                    77

</TABLE>




                                        3
<PAGE>


                                     PART I


ITEM  1.  BUSINESS.

GENERAL

     The  Company  is  a major worldwide manufacturer of agricultural equipment.
The  Company  believes  that  it  is the largest global manufacturer of both (i)
grain  storage bins and related conditioning and handling systems and (ii) swine
feed  storage and delivery, ventilation and confinement systems.  The Company is
also  one  of the largest global providers of equipment to the poultry producing
industry, providing feed storage and delivery, watering, ventilation and nesting
systems.  The  Company  markets  its  agricultural equipment primarily under its
GSI,  DMC,  FFI,  Zimmerman,  AP  and Cumberland brand names in approximately 75
countries  through  a  network  of over 2,500 independent dealers, with whom the
Company  generally  has  long-term  relationships.  The Company's leading market
position  in  the  industry reflects both the strong, long-term relationships it
has developed with its customers as well as the breadth, quality and reliability
of  its  products.

     Through  the  Company's  distribution  network  of independent dealers, the
Company  markets  and  sells  a  broad  range of fully integrated grain storage,
conditioning  and handling products to farm operators and commercial businesses,
such  as  the Archer-Daniels-Midland Company and Cargill, Inc.  The end users of
the  Company's  equipment operate grain farms, feed mills, grain elevators, port
storage  facilities  and  commercial  grain  processing facilities.  The Company
believes that its grain storage, conditioning and handling equipment is superior
to  that  of  its  principal  competitors  on the basis of strength, durability,
reliability,  design  efficiency  and  breadth  of  product  offering.

     The  Company markets and sells its feeding and ventilation systems to swine
and  poultry  growers, who purchase equipment through the Company's distribution
network  of independent dealers.  The Company also markets its products to large
integrators,  such  as  Pilgrim's  Pride  Corporation,  Tyson  Foods,  Inc.  and
Smithfield  Foods, Inc., who purchase swine and poultry from growers pursuant to
contracts  that  specify  that  particular agricultural equipment be used in the
growing  process.  The  Company  believes that its swine and poultry systems are
the  most  effective in the industry in minimizing the feed-to-meat ratio, a key
measure of operational efficiency.  The Company also believes that its swine and
poultry  systems  are  superior to those of its principal competitors due to its
proprietary,  patented  designs and its broad range of fully integrated products
and  systems.

     On  April  6,  2005, all of the Company's stockholders entered into a stock
purchase  agreement  with  GSI  Holdings,  Inc. ("GSI Holdings"), a newly formed
holding  company  owned primarily by entities affiliated with Charlesbank Equity
Fund  V,  Limited Partnership, pursuant to which GSI Holdings purchased for cash
all  of  the issued and outstanding shares of the Company's common stock. On May
16,  2005,  under the "successor" basis of accounting, the closing of that stock
purchase  ("the Acquisition") occurred. Upon the closing of that stock purchase,
the  Company  became a direct, wholly owned subsidiary of GSI Holdings. The cash
costs  of  the  Acquisition  together  with  the  fees and expenses necessary to
consummate  the  transaction  were  financed  by  equity  contributions of $56.3
million,  issuance  of $110.0 million of senior subordinated notes (the "Notes")
due  May  15,  2013,  and  a  five year $60.0 million revolving credit facility.

     The  Company was incorporated in Delaware on April 30, 1964.  The Company's
principal  executive office is located at 1004 East Illinois Street, Assumption,
Illinois  62510  and  its  telephone  number  is  (217)  226-4421.

COMPANY  COMPETITIVE  STRENGTHS

The  Company  believes  that  its  competitive  strengths include the following:

     Leading  Market  Positions.  The  Company  believes  that it is the largest
global  manufacturer of both (i) grain storage bins and related conditioning and
handling  systems  and  (ii)  swine  feed  storage and delivery, ventilation and
confinement systems.  The Company is also one of the largest global providers of
equipment  to  the  poultry  producing  industry,  providing  feed  storage  and
delivery,  watering,  ventilation  and  nesting systems.    The Company believes
that it has achieved its leading market position due to the breadth, quality and
reliability  of  its  products,  its  commitment  to  customer  service  and the
effectiveness  of  its  distribution  network  of  independent  dealers.
                                        4
<PAGE>

     Provider  of Fully Integrated Systems with Strong Brand Names.  The Company
offers  a  broad range of integrated products and systems that permits customers
to  purchase  all  of  their grain, swine and poultry production equipment needs
through  its distribution network of independent dealers.  Through the Company's
manufacturing  expertise  and  experience,  its GSI, DMC, FFI, Zimmerman, AP and
Cumberland  brand  names  have  achieved strong recognition in its markets.  The
Company  designs  its  fully  integrated  systems to help its end-user customers
achieve  operational  efficiencies  and  maximize  operating results by lowering
their total production costs and enhancing their productivity.  The Company also
believes  that  its dealers benefit from purchasing fully integrated systems due
to  the  strong  after-market  support  for  its  end-user  customers,  lower
administrative  and  shipping  costs and the efficiencies they gain from dealing
with  a  single  supplier.

     Effective  Global  Distribution  Network.  The Company believes that it has
developed  a  highly  effective  global  distribution network consisting of over
2,500 independent dealers that market the Company's products in approximately 75
countries.  To  ensure a high level of customer service, the Company selects and
trains  its  dealers.  This approach to dealer selection and training has helped
the  Company  to  maintain  a  very low turnover rate within its dealer network,
thereby  providing  its  end-user  customers  with  consistency and stability of
equipment  and system supply.  As a result, over the last three fiscal years, no
domestic  dealer  representing  sales to the Company in excess of $1 million per
year  has discontinued sales of any of the Company's principal products in favor
of  those  of  a  competitor.  The  Company's  distribution  network is also the
principal  supplier  of  repair  parts  to  the end users of its products, which
enables  the  Company to maintain strong ongoing relationships with its end-user
customers  and  dealers.  These  relationships  often  result in long-term brand
loyalty  to the Company's products on the part of end-user customers, and create
a  steady  base of recurring revenues for the Company.  For example, within each
of  the Company's three product lines (grain, swine and poultry), its 10 largest
dealers  have been purchasing the Company's equipment and systems for an average
of  over  10  years.

     Highly  Diversified  Revenue  Base.  The  Company  is  well  diversified by
product  line,  geography  and customer base.  The Company sells its products to
customers  in  approximately  75  countries  through  a  network  of  over 2,500
independent dealers.  In each of the last three fiscal years, no single customer
or  product  class  represented  more  than  10%  of  the  Company's  sales.

     Experienced  Management Team.  The Company is led by a management team with
significant  experience  in  the agricultural products industry.   The Company's
executive  management  team  has an average of 26 years of industry and industry
related  experience,  which  the  Company believes helps it to establish strong,
credible  customer  relationships  and  identify  and  respond quickly to market
opportunities.

BUSINESS  STRATEGY

     The  Company  is  a  major  provider  of  agricultural  equipment,  and its
objective  is  to  continue  to  pursue  profitable  growth in its markets.  The
Company's  business  strategy  includes  the  following  principal  elements:

     Capitalize  on Favorable Market Conditions and Trends.  The Company intends
to  capitalize  on the strong conditions and attractive market trends that exist
in  its  industry.  According to the United States Department of Agriculture, or
USDA,  from  2003  to 2004 U.S. net farm income increased 24.0% to $74.0 billion
and decreased 12.5% to $64.4 billion from 2004 to 2005.  With the decrease, 2005
net  farm  income  of  $64.4 billion is still above the 2003 record level of net
farm income of $59.2 billion.  The Company believes that the forecasted level of
net  farm  income  will  lead  to increased domestic demand for its equipment in
2006.  In  addition,  the  Company  believes  there are several trends that will
continue  to  drive demand for its grain equipment.  As described in more detail
below under "Industry Overview," these trends include (i) conversion of domestic
cropland  from  soybeans to corn which continues to result in an increase in the
aggregate  volume  of  bushels  produced,  (ii) growth in demand for corn driven
primarily  by  an  increase  in  ethanol  production in the United States, (iii)
growth  in  genetically modified grains, which have greater storage and handling
needs  and  (iv)  continued  increases  in domestic corn yields.  Demand for the
Company's  products  is  also being driven by producers' increasing focus on the
efficiency  of  their  agricultural  equipment  and by the increased presence of
protein  (for  example,  poultry  and  pork)  in  the  diets  of  consumers.

     Leverage  Extensive Global Distribution Network.  The Company has developed
a  highly  effective and established global distribution network, and it intends
to continue to use its distribution network and strong brand names to deepen its
relationships with existing customers as well as to attract new customers.  Part
of  this  strategy  involves  using  its  distribution  network to introduce new
products  into  the market.  For example, in 1998 the Company introduced through
its  distribution network its grain handling equipment, including the Grain King
line  of  transport  products for the movement of grain, which has accounted for
more  than  $36.0  million  of  its  sales.
                                        5
<PAGE>
     Capitalize on Growth in International Markets. The Company believes that it
has  a  strong market position in key international growth markets for grain and
livestock  equipment,  such  as  Brazil,  China and Eastern Europe.  The Company
intends  to  continue  to  leverage its worldwide brand name recognition, market
positions  and  international distribution network to capture the growing demand
for its products that exists in the international marketplace.  The Company also
believes  that  the  economic growth occurring in its international markets will
result  in  consumers  devoting  larger portions of their income to improved and
higher-protein  diets, stimulating demand for poultry and pork and, in turn, the
Company's  products.

     Continue  Development  of  Proprietary  Product Innovations.  The Company's
research  and  development  efforts  focus  on  the  development  of  new  and
technologically advanced products to respond to customer demands, changes in the
marketplace  and  new  technology.  The Company works closely with its customers
and  capitalizes on existing technology to improve existing products and develop
new  value-added  products.  For example, the Company's HI-LO pan feeder has the
unique  ability  to  adjust from floor feeding to regulated feed levels, thereby
minimizing  the  feed-to-meat  ratio  and  increasing  growers' efficiency.  The
Company  intends  to  continue  to  actively  develop  product  improvements and
innovations  to  more  effectively  serve  its  customers.

     Focus  on  Improving  Profitability and Cash Flow Generation.  In 2002, the
Company  began  to implement a lean manufacturing initiative, which is primarily
responsible  for  reducing  our labor expense as a percent of sales from 2002 to
2005.  The  Company  believes  that significant opportunity exits to continue to
enhance  its  profitability  and  capital  efficiency  by  further applying lean
techniques  to  its  manufacturing  operations.

INDUSTRY  OVERVIEW

     The  industry  in  which  the  Company  operates  is  characterized  both
domestically  and  internationally  by  a few large companies with broad product
offerings, such as the Company, CTB, Inc., a Berkshire Hathaway company, and Big
Dutchman  International GmbH, and numerous small manufacturers of single product
lines.  Competition  is  based on product value, reputation, quality, design and
price  as well as customer service.  The Company believes that its leading brand
names,  diversified  high-quality  product lines and strong distribution network
enable  it  to  compete  effectively.

     Demand  for agricultural equipment such as the Company's products is driven
by  the  overall  level of grain, swine and poultry production, the level of net
farm  income, agricultural real estate values and producers' increasing focus on
improving productivity.  The USDA projects U.S. net farm income to average $54.0
billion  per  year  over  the  next  10  years, a decrease of $10.4 billion from
estimated  2005  levels,  as compared to an average of $48.0 billion per year in
the  1990s.

     Demand  for  grain  equipment  is  increasing,  due  in  large  part to the
following  factors:

-     Conversion  of  Domestic Cropland from Soybeans to Corn.  U.S. farmers are
increasingly converting cropland to corn production due to expanded applications
for corn and the increased relative profitability of corn production as compared
to  soybean  production.  According  to  the USDA, 2005 corn yields averaged 148
bushels  per  acre,  compared  to  an  average  yield  of 43 bushels per acre of
soybeans.  In  addition,  the harvesting, processing and distribution of corn is
more  equipment  intensive than that of soybeans, due principally to the greater
conditioning  needs  of  corn.  These  factors are driving demand for additional
infrastructure  for  grain  storage,  conditioning  and  handling.

-     Increase  in Domestic Ethanol Production.  Ethanol, produced from corn, is
used  as  an  additive to gasoline.  According to the USDA, corn used in ethanol
production  grew  at  a  compound  annual  growth rate of 16% from 1997 to 2005.
Approximately 18% of 2005 domestic corn production was devoted to the production
of ethanol.  The USDA projects that demand for ethanol will continue to increase
due  to,  among  other factors, continued strong petroleum prices and regulatory
bans  on  methyl  tertiary  butyl ether (MTBE) as an alternative fuel oxygenate.

-     Proliferation  of Genetically Modified Organisms ("GMOs").  GMO acceptance
among consumers has been growing, as has the breadth of GMO offerings.  In order
to  ensure  traceability,  genetically  modified grains must be separated during
storage,  transfer  and conditioning, which requires that farmers and processors
maintain multiple storage units and related conditioning and handling equipment.

-     Long-term  Increases  in  Corn  Yields.  The  increase in grain production
attributable  to  advancements  in  seed and fertilizer engineering necessitates
additional  storage and other equipment to keep pace with production.  According
                                        6
<PAGE>
to  the  USDA,  from  1984  to 2005, domestic corn production increased from 107
bushels  per  acre to 148 bushels per acre, which the Company believes resulted,
in  part,  from  these engineering changes and other technological advancements.

     The  Company's  sales of swine and poultry equipment historically have been
affected  by the level of construction of new facilities undertaken by swine and
poultry  producers,  which is affected by feed prices, environmental regulations
and  domestic  and international demand for pork and poultry.  Increases in feed
and grain prices, which historically have supported sales of the Company's grain
equipment  and systems, have also historically resulted in a decline in sales of
feeding,  watering  and  ventilation  systems  to  swine  and poultry producers.
Demand for the Company's swine and poultry equipment is also impacted by changes
in  consumers'  dietary  habits,  as  consumers  in  the  U.S.  increase  their
consumption  of poultry and pork and as consumers in developing countries devote
larger  portions  of  their  income  to improved and higher protein-based diets.

PRODUCTS

     The  Company  manufactures  (i) grain storage bins and related conditioning
and  handling  systems,  (ii)  swine  feed storage and delivery, ventilation and
confinement  systems  and  (iii)  poultry  feed  storage and delivery, watering,
ventilation  and  nesting systems.  The Company offers a broad range of products
that  permits  customers  to  purchase their grain, swine and poultry production
equipment  needs  from  one  supplier.  The Company believes that its ability to
offer  integrated  systems  provides it with a competitive advantage by enabling
its  customers to purchase complete, integrated production systems from a single
supplier  who  can  offer  high-quality  installation  and  service.


   Grain  Product  Line

     The  Company  manufactures  the  following  grain  production equipment and
systems:

     Grain  Storage  Bins.  The Company manufactures and markets a complete line
of  over  1,000  models of both flat and hopper bottomed grain storage bins with
capacities  of  over 730,000 bushels.  The Company markets its bins to both farm
and  commercial end users under its GSI brand name.  The Company's grain storage
bins  are  manufactured using high-yield, high-tensile, galvanized steel and are
assembled  with  high-strength,  galvanized  bolts  and  anchor  brackets.  The
Company's  grain  storage  bins  offer  efficient design enhancements, including
patented  walk-in  doors  and  a roof design that provides specialized vents for
increased  efficiency,  extruded  lips for protection against leakage, large and
accessible  eave and peak openings for ease of access, and reinforced supportive
bends  to  increase  rigidity.  The Company believes that its grain storage bins
are  the  most  reliable  in  the  industry.

     Grain  Conditioning  Equipment.  To meet the need to dry grain for storage,
the Company manufactures and markets a complete line of over 100 models of grain
drying  devices  with  capacities  to  dry  up  to 10,000 bushels per hour.  The
Company markets its grain drying equipment to both farm and commercial end users
under  its  GSI,  DMC,  Zimmerman  and  FFI  brand  names.  The Company's drying
equipment,  which includes fans, heaters, top dryers, stirring devices, portable
dryers,  stack  dryers,  tower  dryers and process dryers, is manufactured using
galvanized  steel  and  high-grade  electrical  components  and utilize patented
control  systems,  which  offer computerized control of all dryer functions from
one  panel.

     Grain  Handling Equipment.  The Company manufactures and markets a complete
line  of  grain  handling  equipment  to complement its grain storage and drying
product  offerings.  The  Company  markets  its  grain handling equipment, which
includes bucket elevators, conveyors and augers, to both farm and commercial end
users  under  its  GSI and Grain King brand names.  The Company's grain handling
equipment  can  be easily integrated into the Company's systems and those of its
competitors  and enables the Company to offer a fully integrated product line to
grain  producers.

   Swine  Product  Line

     The  Company  manufactures  the  following  swine  production equipment and
systems:

     Feeding Systems.  The Company manufactures its swine feeding products under
its  AP brand name.  The Company custom designs a wide array of state-of-the-art
feeding  systems  used  in  today's  modern swine facilities.  These include the
popular  Flex-Flo  auger  systems that are typically used to transport feed from
the  bulk  feed  storage tanks located outside of the buildings to the inside of
the  structure.  Once inside it is moved either by additional Flex-Flo equipment
or  is  transferred  to the Company's versatile "Chain Disk System", which makes
turns  and changes in elevation much more easily.  The feed is then delivered to
the  swine using a wide variety of ad lib feeders that are specifically designed
to  minimize  feed  waste  by  allowing  a consistent setting to a predetermined
                                        7
<PAGE>
level,  provide  the swine with a high degree of comfort and be user-friendly to
the  producer.  The  Company  also  manufactures  and  sells  individual  feed
dispensers,  which producers use at times to feed each animal an exact amount of
feed  daily.  All  of  these  systems  are  highly automated and are designed to
address  the continually changing, multifaceted production practices in the pork
industry,  such  as  "wean  to  finish"  technology (where pigs are started on a
feeder  at  a  very  young  age,  using  special designs that allow them to feed
without  being injured) or "sorting technology" (where pigs are sorted by weight
daily  and  fed  in  accordance  with  selective  parameters).

     Ventilation  Systems.  The  Company  manufactures  ventilation  systems for
swine  buildings  under its AP and Airstream brand names.  These systems consist
of  fans,  heating  and  evaporative  cooling systems, winches, inlets and other
accessories  (including  computer based automated control devices) that regulate
temperature  and air flow. Proper ventilation systems perform a critical role in
minimizing the grower's feed-to-meat conversion ratio because they reduce stress
caused  by  extreme  temperature  fluctuation,  allowing  for  higher-density
productions and facilitate optimum swine health through disease prevention.  The
Company's  swine  ventilation  systems  produce high levels of air output at low
levels  of  power consumption, adapt to a wide array of specialty fans and other
accessories,  operate  with little maintenance or cleaning and provide precision
monitoring of environmental control.  The Company further specializes in designs
that work with the new emerging production practices as they are being developed
by  producers  so  that  the  designs  are  market-ready  when  these production
practices  gain  more  widespread  market  acceptance.

     Other  Production  Equipment.  The  Company manufactures and markets a wide
array  of  equipment  used  in  the  balance  of  the  swine production process,
including  plastic  slated  flooring,  highly efficient watering devices, a wide
variety  of PVC extrusions used for construction applications in the facilities,
rubber  floor mats for pig comfort, creep heating systems for baby pigs, several
styles  of steel confinement equipment, and the latest in practical feed, water,
and  environmental  monitoring  equipment.


   Poultry  Product  Line

     The  Company  manufactures  the  following poultry production equipment and
systems:

     Feeding  Systems.  The  Company  manufactures  its  poultry feeding systems
under  its Cumberland brand name.  The Company manufactures feeding systems that
are  custom  tailored  to  both the general industry needs of different types of
poultry  producers and to the specialized needs of individual poultry producers.
The  Company's  poultry  feeding  systems  consist of a feed storage bin located
outside  the  poultry  house, a feed delivery system that delivers the feed from
the  feed  storage  bin  into the house and an internal feed distribution system
that  delivers  feed  to  the  birds.  The  Company's  poultry feed storage bins
contain  a number of patented features designed to maximize capacity, manage the
quality of stored feed, prevent rain and condensation from entering feed storage
bins  and  provide first-in, first-out material flow, thereby keeping feed fresh
to  help  prevent spoilage, and blended to provide uniform quality rations.  The
Company's poultry feed delivery systems use non-corrosive plastic and galvanized
steel  parts  specially  engineered  for  durability and reliable operations and
specialized  tubing  and  auguring  or  chain  components  that allow feed to be
conveyed  up,  down  and around corners.  The Company believes that its patented
HI-LO  pan feeder is superior to competitors' products due to its unique ability
to adjust from floor feeding for young chicks to regulated feed levels for older
birds,  thereby  lowering  the  feed-to-meat  ratio.

     Watering  Systems.  The  Company  manufactures  nipple watering systems for
poultry  producers  under  its  Cumberland brand name.  The ability of a bird to
obtain  water  easily  and rapidly is an essential factor in facilitating weight
gain.  The  Company's  poultry watering system consists of pipes that distribute
water  throughout  the  house to drinking units supported by winches, cables and
other  components, which units contain a regulator designed to provide different
levels  of  water  pressure according to demand.  The Company's poultry watering
systems  are  distinguished by their toggle action nipples, which transmit water
from  nipple to beak without causing undue stress on the bird or excess water to
be splashed onto the floor.  The Company's watering nipples are also designed to
allow  large  water  droplets  to  form  on  the  cavity  of the nipple, thereby
attracting  young  birds  to  drink,  which  ultimately  promotes  weight  gain.

     Ventilation  Systems.  The  Company  manufactures  ventilation  systems for
poultry  producers  under  its  Cumberland and Airstream brand names.  Equipment
utilized  in  such  systems  include fiberglass and galvanized fans, the Komfort
Kooler  evaporative  cooling  systems,  manual  and  automated curtains, heating
systems  and  automated  controls  for complete ventilation, cooling and heating
management.  The  Company believes its poultry ventilation products are reliable
and  easy  to  assemble in the field, permit energy-efficient airflow management
and  are  well-suited  for  international  sales because they ship compactly and
                                        8
<PAGE>
inexpensively  and  assemble  with little hardware and few tools.  Accurate bird
weighing  systems  integrate with the environmental controls to give growers and
integrators  running  averages  of  their  flock  weights.

     Nesting  Systems.  The  Company  manufactures  nesting  systems for poultry
producers  under its Cumberland brand name.  These systems consist of mechanical
nests and egg collection tables.  The Company's nesting systems are manufactured
using  high-yield,  high-tensile  galvanized  steel  and are designed to promote
comfort  for nesting birds and efficiency for production personnel.  The Company
believes that its nesting systems are among the most reliable and cost-effective
in  the  poultry  industry.

PRODUCT  DISTRIBUTION

     The  Company  distributes  its products primarily through a network of U.S.
and  international independent dealers who offer targeted geographic coverage in
key  grain,  swine  and  poultry  producing  markets  throughout the world.  The
Company's  dealers  sell  products  to  grain,  swine  and  poultry  producers,
agricultural  companies  and  various  other farm and commercial end users.  The
Company  believes  that  its distribution network is one of the strongest in the
industry,  providing  its  customers  with  high  levels  of service.  Since its
inception,  the  Company  has  experienced  a  very  low turnover rate among its
dealers.  The  Company believes this has resulted in a reputation of consistency
in  its products and stability with its customers.  The Company further believes
that  the  high level of commitment its dealers have to the Company is evidenced
by  the  fact  that many of the Company's dealers choose not to sell products of
the  Company's  competitors.

     The  Company also maintains a sales force to provide oversight services for
its  distribution  network,  interact  with  integrators  and end users, recruit
additional  dealers  for  the Company's products, and educate the dealers on the
uses  and functions of those products.  The Company further supports and markets
its  products with a technical service and support team, which provides training
and  advice  to  dealers  and  end  users  regarding installation, operation and
service  of  products  and,  when  necessary,  on-site  service.

     For  information  regarding  the  Company's sales by geographic region, see
Note  13  to  the  Consolidated  Financial Statements included in Item 8 hereof.

COMPETITION

     The  market  for  the  Company's products is competitive.  Domestically and
internationally,  the  Company  competes  with  a few large companies with broad
product  offerings,  such  as  CTB,  Inc.  a  Berkshire Hathaway company and Big
Dutchman  International GmbH, and numerous small manufacturers of single product
lines.  Competition  is  based on product value, reputation, quality, design and
price  as well as customer service.  The Company believes that its leading brand
names,  diversified  high-quality  product lines and strong distribution network
enable it to compete effectively.  The Company further believes that its ability
to  offer  integrated  systems  to  grain,  swine  and  poultry producers, which
significantly  lowers  their  total  production  costs  and  enhances  their
productivity,  provides  it with a competitive advantage versus competitors that
do  not  provide  integrated  systems.

NEW  PRODUCT  DEVELOPMENT

     The Company has a product development and design engineering staff, most of
whom  are  located  in  Assumption,  Illinois.  Expenditures  by the Company for
product  research  and development were approximately $3.9 million, $3.5 million
and  $2.5  million  for  the  years  ended  December  31,  2005,  2004 and 2003,
respectively.  The  Company charges research and development costs to operations
as  incurred.

RAW  MATERIALS

     The  primary  raw materials used by the Company to manufacture its products
are  steel  and  polymer  materials,  including  PVC  pipe,  polypropylene  and
polyethylene.  The  Company  also  purchases  various  component  parts, such as
motors,  that  are  integrated  into the Company's products.  The Company is not
dependent on any one of its suppliers, however in certain instances, the Company
purchases  resin  and steel based on market availability and cost.  In addition,
materials  and  components  purchased  by the Company are readily available from
alternative  suppliers.  The  Company  has  no  long-term  supply  contracts for
materials  or  components,  except  for  steel.

REGULATORY  AND  ENVIRONMENTAL  MATTERS

     The  Company  is  subject  to  a  broad  range of federal, state, local and
foreign  laws  and requirements, including those governing discharges to the air
and  water,  the  handling  and  disposal  of solid and hazardous substances and
wastes,  the  remediation of contamination associated with releases of hazardous
substances at the Company's facilities and offsite disposal locations, workplace
                                        9
<PAGE>

safety  and equal employment opportunities.  Expenditures made by the Company to
comply  with  such  laws  and  requirements historically have not been material.

BACKLOG

     Backlog  is not a significant factor in the Company's business because most
of  the  Company's  products  are  delivered  within seasonal requirements.  The
Company's  backlog  at  December  31,  2005  was $60.3 million compared to $29.9
million  at December 31, 2004.  The significant increase in backlog from 2004 to
2005  is  due  primarily to increased orders for grain storage both domestically
and  internationally.  The  increase in domestic grain storage is due in part to
hurricane  Katrina.  The  Company  believes that the 2005 ending backlog will be
filled  during  2006.

PATENTS  AND  TRADEMARKS

     The Company protects its technological and proprietary developments through
a  combination  of trade secrets, patents and trademarks.  The Company currently
has several active U.S. and foreign patents, trademarks and various licenses for
other intellectual property.  While the Company believes its patents, trademarks
and  licensed  information  have significant value, the Company does not believe
that  its  competitive  position  or  that  its  operations are dependent on any
individual  patent  or  trademark  or  group  of  related patents or trademarks.

EMPLOYEES

     As of December 31, 2005, the Company had 1,829 employees of whom 1,783 were
permanent  and 46 were seasonal.  The Company's employees are not represented by
a  union.  Management  believes  that  its  relationships  with  the  Company's
employees  are  good.

ITEM  1A.  RISK  FACTORS.

RISKS  RELATED  TO  THE  COMPANY'S  BUSINESS

THE  CYCLICALITY  OF  THE  AGRICULTURAL  INDUSTRY  COULD  CAUSE A DECLINE IN THE
COMPANY'S  FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS.

     Sales  of  the  Company's  products  are  related  to  the  health  of  the
agricultural  industry,  which  is affected by farm income and debt levels, farm
land  values  and  farm  cash receipts, all of which reflect levels of commodity
prices, acreage planted, crop yields, demand, government policies and government
subsidies. Historically, the agricultural industry has been cyclical and subject
to a variety of general economic, governmental and regulatory factors as well as
weather  conditions. Regulatory and business trends in the agricultural industry
may  also  affect  sales  of  products  for use in the agricultural industry. In
addition,  weather  conditions,  such  as  heat waves or droughts, and pervasive
livestock  diseases  (such  as  avian bird flu) can also affect buying decisions
within  the agricultural industry. Downturns in the agricultural industry due to
these  and  other  factors  are  likely  to  decrease the sales of the Company's
products, which could adversely affect the Company's growth, financial condition
and  results  of  operations.

THE  COMPANY FACES SIGNIFICANT COMPETITION FROM OTHER COMPANIES IN THE INDUSTRY.

     The  market for the Company's products is competitive. The Company competes
with  a variety of domestic and international manufacturers and suppliers. While
the  Company believes that CTB, Inc. is its only competitor that offers products
across  most  of  the  Company's product lines, in each of the Company's product
lines  the Company competes with numerous companies, including, for example, Big
Dutchman  International  GmbH  in  the  sale  of  poultry  and  swine production
equipment.  Consolidation  in  the  agricultural  industry  has also intensified
competition.  Competition is based on product value, reputation, quality, design
and  price,  as  well  as  the  customer  service  provided  by  dealers  and
manufacturers.  Although  the  Company believes that it is competitive in all of
these  categories,  the Company cannot assure you that it will be able to remain
competitive  in  general or in any particular area of the Company's business. To
the  extent  that  the  Company's  competitors  provide  more  innovative and/or
higher-quality  products,  better-designed  products,  better  pricing  or offer
better  customer  service  through  their dealers, then the Company's ability to
compete  could be adversely affected, which could have a material adverse effect
on  the  Company's  business,  financial  condition  and  results of operations.
Independent dealers who market, sell and install the Company's products may also
market,  sell  and  install  competing  product  lines.  To  the extent that the
Company's  independent  dealers no longer actively market the Company's products
or focus their marketing efforts on products from the Company's competitors, the
Company's business, financial condition and results could be adversely affected.
                                       10
<PAGE>

THE  COMPANY  EXPERIENCES  QUARTERLY  FLUCTUATIONS  IN  ITS  SALES.

     The  Company's  quarterly  operating results fluctuate primarily because of
seasonality.  Sales  of  agricultural  equipment  are  seasonal,  with  farmers
traditionally purchasing grain storage bins in the summer and fall in connection
with the harvesting season, and poultry and swine producers purchasing equipment
during  prime construction periods in the spring, summer and fall. The Company's
sales  have  historically been lower during the first and fourth fiscal quarters
as  compared  to  the  second  and  third  fiscal quarters. In 2005, the Company
generated  approximately  26.2% and 31.3% of the Company's consolidated sales in
the  second  and  third  fiscal  quarters,  respectively.

THE  COMPANY RECENTLY RESTATED CERTAIN INFORMATION IN ITS CONSOLIDATED FINANCIAL
STATEMENTS  FOR  THE  FISCAL YEARS ENDED DECEMBER 31, 2000, 2001, 2002, 2003 AND
2004  AND  THE  QUARTER  ENDED  APRIL  1,  2005.

     The  Company  recently  restated  certain  information  in its consolidated
financial statements for the years ended December 31, 2000, 2001, 2002, 2003 and
2004  and the quarter ended April 1, 2005 because of errors the Company believed
to  exist  in  those  financial  statements  due  to  weaknesses in its internal
controls. In April 2005 the Company restated its financial statements to include
all  inventory charges associated with its DMC subsidiary, whose facilities were
consolidated  with  the  Company's in 2002. The Company had erroneously assigned
the write-down of approximately $6.5 million in overstated inventory from DMC to
its  cost  of sales in 2003 and 2004, when such inventory write-down should have
been  taken  entirely in 2002. In addition to reallocating the cost of inventory
associated  with  DMC,  the Company also recorded charges in connection with its
shift from a premium-based stop-loss workers' compensation insurance policy to a
self-insured  policy  in  2001,  2002  and  2003  and  increased  the  Company's
compensation  expense  during  each of those years to reflect the estimated fair
market  value of non-voting shares of the Company's common stock held by certain
of  its  employees  and  the accrual of its chief executive officer's salary and
board  of director fees that were being refused by the Company's chief executive
officer  at  that  time.  Subsequently, in August 2005, the Company filed a Form
10-K/A  for  the  year  ending December 31, 2004 and a Form 10-Q/A for the three
months ending April 1, 2005 to correct for further errors the Company discovered
in  its  historical  financial  results.  These  errors relate to three separate
issues:

1)     capitalization  rates  of  overhead  expense  in  inventory,  which  were
inconsistent  with  actual  spending;

2)     the  capitalization  of  warranty  and  R&D  costs  in  inventory,  which
management  believes  should  be  expensed  in  their  entirety;  and

3)     improper  application  of  our  policy for establishing reserves for slow
moving  inventory,  which  resulted  in  inadequate  historical  reserve levels.

     For  a  discussion  of  these  restatements,  see  note 18 to the Company's
audited consolidated financial statements beginning on page 59 and "Management's
Discussion  and  Analysis  of  Financial  Condition  and Results of Operations."

     The  Company  believes  that  it  has addressed its accounting policies and
practices  that  caused  the  errors necessitating the restatement. However, the
Company cannot assure you that it, or its independent auditors during the course
of  subsequent  reviews,  will  not  identify  further items that will require a
future  restatement  of  the  Company's  operating  results.

THE  COMPANY HAS IDENTIFIED MATERIAL WEAKNESSES IN ITS INTERNAL CONTROLS. IF THE
COMPANY  FAILS TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, THE COMPANY
MAY  NOT  BE ABLE TO ACCURATELY REPORT ITS FINANCIAL RESULTS, AND ITS MANAGEMENT
MAY  CONCLUDE THAT ITS INTERNAL CONTROLS ARE INEFFECTIVE IN THEIR REPORTS ON THE
COMPANY'S  INTERNAL  CONTROLS AS REQUIRED BY THE SARBANES-OXLEY ACT FOR THE YEAR
ENDING  DECEMBER  31,  2007.

     In  connection with the audit of the Company's financial statements for the
fiscal  year  ended  December  31,  2004,  and the subsequent restatement of its
results  for  the  same period the Company identified material weaknesses in its
internal  control  over  financial  reporting,  including  insufficient internal
controls  relating  to accounting for inventory, consolidation of majority owned
subsidiaries,  certain  subsidiaries'  functional  currency, differences between
U.S.  and  foreign GAAP, accounting for non-operating expenses, the treatment of
repurchases  and  resales  of  debt  securities,  executive  salary and board of
director  payment  accrual  methodology,  the  identification  and  treatment of
workers'  compensation,  the  treatment  of  certain  equity-based  compensation
arrangements  and  weaknesses in financial reporting processes. In addition, the
Company  determined  that  its control environment at December 31, 2005 and 2004
lacked  certain  controls  related  to  the  prevention  of  improper accounting
entries.  The  Company's management has discussed these material weaknesses with
our  independent  public accounting firm, BKD, LLP, which has issued a "material
weakness"  letter  to the Company in connection with its review of our financial
results  for  the fiscal years ended December 31, 2005 and 2004. The presence of
material  weaknesses  resulted  in  errors in the Company's historical financial
statements,  which  caused  us  to  restate certain information in our financial
                                       11
<PAGE>
statements  for  the  years ended December 31, 2000, 2001, 2002, 2003, and 2004,
and  the  quarter ended April 1, 2005. The letter the Company received from BKD,
LLP  also  noted a deficiency in its internal controls relating to its inventory
accounting  and  recommended  that  the  Company update its inventory accounting
system.

     The  Company believes that substantial remediation measures are required in
order  to improve its internal controls, and the Company has begun to take steps
to  correct  these  internal control deficiencies. The Company believes that the
material  weaknesses  identified above resulted in part from inadequate staffing
and  training  within  its  finance  and  accounting  group  and  the  Company's
management  is  in  the  process  of reviewing whether additional accounting and
financial  management  staff  should  be  retained  and  whether it needs to use
additional or different outside resources. The efficacy of the steps the Company
has  taken to date and the steps it is still in the process of taking to improve
the  reliability  of its financial statements is subject to continued management
review.  The  Company  cannot be certain that these measures will ensure that it
implements  and  maintains adequate internal control over financial reporting in
the  future.  Any  failure  to  implement  required new or improved controls, or
difficulties  encountered  in  their  implementation, could adversely affect the
Company's  operating  results  or  cause  it  to  fail  to  meet  its  reporting
obligations.  The  Company  cannot  assure you that it will not identify further
material  weaknesses  or  significant  deficiencies in its internal control over
financial  reporting  in  the  future  that  it  has  not  discovered  to  date.

     Beginning  with  the year ending December 31, 2007, pursuant to Section 404
of  the Sarbanes-Oxley Act, the Company's management will be required to deliver
a  report that assesses the effectiveness of the Company's internal control over
financial reporting, and it will be required to deliver an attestation report of
our  independent  auditors  on  the  effectiveness of its internal controls. The
Company  has  substantial  effort  ahead  of it to complete documentation of its
internal control system and financial processes, information systems, assessment
of their design, remediation of control deficiencies identified in these efforts
and  management  testing  of  the design and operation of internal controls. The
Company  cannot  assure  you  that  it  will  be  able  to complete the required
management  assessment  by  its reporting deadline. An inability to complete and
document  this  assessment could result in a scope limitation qualification or a
scope  limitation  disclaimer  by the Company's auditors on their attestation of
its  internal controls. In addition, if a material weakness were identified with
respect to the Company's internal control over financial reporting, it would not
be  able  to  conclude  that  its  internal control over financial reporting was
effective,  which  could  result  in  the  inability  of  the Company's external
auditors  to  deliver an unqualified report on its internal control. Ineffective
internal  control could also cause investors to lose confidence in the Company's
reported  financial  information,  which  could  have  a  negative effect on the
trading  price  of  its  securities.

THE  COMPANY  IS  SUBJECT TO GOVERNMENT REGULATION AND POLICY-MAKING BOTH IN THE
UNITED  STATES  AND  INTERNATIONALLY.

     Domestic  and foreign political developments and government regulations and
policies,  including,  without  limitation,  import-export  quotas,  government
subsidies and reserve programs, directly affect the agricultural industry in the
United  States  and abroad and thereby indirectly affect the Company's business.
Foreign  trade embargoes and import quotas have in the past reduced U.S. exports
of  grain, swine and poultry, which have adversely affected the Company's sales.
The application or modification of existing laws, regulations or policies or the
adoption  of  new  laws,  regulations  or policies could have a material adverse
effect  on  the  Company's  business.

THE  COMPANY  IS SUBJECT TO ENVIRONMENTAL, HEALTH AND SAFETY AND EMPLOYMENT LAWS
AND  REGULATIONS  AND  RELATED  COMPLIANCE  EXPENDITURES  AND  LIABILITIES.

     Like  other  manufacturers, the Company is also subject to a broad range of
federal,  state,  local  and  foreign  laws  and  requirements,  including those
governing  discharges  to  the air and water, the handling and disposal of solid
and hazardous substances and wastes, the remediation of contamination associated
with  releases  of  hazardous substances at the Company's facilities and offsite
disposal  locations,  workplace  safety  and  equal  employment  opportunities.
Expenditures  made  by  the  Company  to  comply with such laws and requirements
historically  have  not  been  material.  However,  future developments, such as
additional  or increasingly strict requirements of laws and regulations of these
types  and  enforcement  policies  under  such  laws  and  regulations,  could
significantly increase the Company's costs of operations and may impose material
costs.

     Governmental  authorities  have  the  power to enforce compliance with such
laws  and  regulations and violators may be subject to penalties, injunctions or
both.  Third parties may also have the right to enforce compliance with laws and
regulations.  Like  most other industrial companies, the Company's manufacturing
operations  entail  some  risk  of  future  noncompliance  with  environmental
regulations,  and  there  can be no assurance that material costs or liabilities
will  not  be  incurred  by  the  Company  as  a  result  of such noncompliance.
                                       12
<PAGE>

     Environmental laws also impose obligations and liability for the cleanup of
properties affected by hazardous substance spills or releases. These liabilities
can  be  imposed on the parties generating or disposing of such substances or on
the  owner or operator of affected property, often without regard to whether the
owner  or  operator  knew  of, or was responsible for, the presence of hazardous
substances.  Accordingly, the Company may become liable, either contractually or
by  operation of law, for remediation costs even if the contaminated property is
not  presently  owned  or  operated  by the Company, or if the contamination was
caused  by  third  parties  during or prior to our ownership or operation of the
property.  Although the Company has conducted site assessments or investigations
at all of its currently owned domestic properties, it cannot assure you that all
potential  instances  of soil or groundwater contamination have been identified.
While liabilities for remediation are not anticipated to have a material adverse
effect  upon  the  Company's  business,  results  of  operations  or  financial
condition,  future events, such as changes in existing laws or policies or their
enforcement,  or the discovery of currently unknown contamination, may give rise
to  additional  remediation  liabilities  which  may  be  material.

IF  THE  COMPANY  DOES NOT RETAIN ITS KEY PERSONNEL AND ATTRACT AND RETAIN OTHER
HIGHLY  SKILLED  EMPLOYEES,  THE  COMPANY'S  BUSINESS  WILL  SUFFER.

     The  Company's  continued  success  will depend, among other things, on the
efforts  and  skills  of  a  few  key  executive  officers,  including its chief
executive  officer  and  chief  financial  officer, and the Company's ability to
attract  and  retain  additional  highly  qualified  personnel  with  industry
experience.  The  Company  does not maintain "key man" life insurance for any of
its employees, and all of its employees are employed at will. The Company cannot
assure  you  that  it will be able to attract and hire suitable replacements for
any  of  its  key  employees.  The  Company believes the loss of a key executive
officer  or  other  key  employee  could  have  a material adverse effect on its
business  operations.

THE  COMPANY'S CUSTOMERS AND DEALERS ARE NOT CONTRACTUALLY OBLIGATED TO PURCHASE
PRODUCTS  FROM  US.

     The  Company's  customers  and  dealers  are not contractually obligated to
purchase products from us. The Company relies upon the relationships that it and
its  independent dealers have with the Company's customers to drive the purchase
of its products. While the Company believes that these relationships are strong,
its  customers  may  decrease the amount of products that they purchase from the
Company  or even stop purchasing from the Company altogether at any time, either
of  which  could  have a material adverse effect on its sales and profitability.

A  DOWNTURN  IN  GENERAL  ECONOMIC CONDITIONS MAY ADVERSELY AFFECT THE COMPANY'S
RESULTS  OF  OPERATIONS.

     The  strength  and  profitability  of the Company's business depends on the
overall  demand  for  its  products  and  growth  in  the agricultural industry.
Agricultural  industry revenues are sensitive to general economic conditions and
are  influenced  by  consumer  confidence  in  the  economy and other factors. A
recession  or  downturn  in  the  general economy, or in a region constituting a
significant  source  of  customers  for  the Company's products, could result in
fewer  customers  purchasing  our  products,  which  would  adversely affect the
Company's  results  of  operations.

THE  RAW  MATERIALS USED IN THE COMPANY'S MANUFACTURING PROCESSES ARE SUBJECT TO
PRICE  AND  SUPPLY  FLUCTUATIONS  THAT  COULD  INCREASE  ITS  COSTS OF SALES AND
ADVERSELY  AFFECT  ITS  RESULTS  OF  OPERATIONS.

     The Company's products are made from several basic raw materials, including
steel  and  resins. The Company generally purchases raw materials at spot prices
(except  where  the Company has enforceable long-term supply contracts) and does
not  hedge  its  exposure  to  price  changes.  The  Company's business could be
adversely  affected  by increases in the cost of its raw materials, particularly
steel,  and  the Company may not be able to pass these costs on to its customers
as  it  has  been  able  to  do  in  the  past.

THE  COMPANY  MAY  BE  SUBJECT  TO  PRODUCT  LIABILITY  CLAIMS.

     The  Company  may  be exposed to product liability claims in the event that
the  use  of  its  products  results,  or is alleged to result, in bodily injury
and/or  property  damage.  The  Company  cannot  assure  you  that  it  will not
experience  any  material product liability losses in the future or that it will
not  incur  significant costs to defend such claims. While the Company currently
has product liability insurance, it cannot assure you that its product liability
insurance  coverage  will be adequate for any liabilities that may ultimately be
incurred  or  that  it  will continue to be available on terms acceptable to the
Company.  A  successful  claim  brought  against  the  Company  in excess of its
available insurance coverage or a requirement to participate in a product recall
may  have  a  materially  adverse  effect  on  the  Company's  business.

THE  COMPANY'S  CONTROLLING  STOCKHOLDER  MAY  HAVE INTERESTS THAT CONFLICT WITH
YOURS.

     As  of  the  closing  of  the  Acquisition,  GSI  Holdings owned all of the
outstanding  shares  of  the Company's common stock. Although certain members of
the Company's senior management team and certain other individual investors have
purchased  approximately  10%  of the outstanding shares of GSI Holdings' common
                                       13
<PAGE>
stock,  Charlesbank  will  continue  to own a controlling equity interest in GSI
Holdings  and,  indirectly,  the  Company.  By  virtue  of  its stock ownership,
Charlesbank can determine the outcome of matters required to be submitted to the
Company's stockholders for approval, including the election of its directors and
the approval of mergers, consolidations and the sale of substantially all of its
assets.  The  interests  of  Charlesbank  and GSI Holdings may conflict with the
interests of other holders of the Company's or GSI Holdings', securities and may
present  risks  to  those  holders.

THE  COMPANY OPERATES AND SOURCES INTERNATIONALLY, WHICH EXPOSES IT TO THE RISKS
OF  DOING  BUSINESS  ABROAD.

     The  Company  has operations in a number of countries outside of the United
States.  The  Company's  foreign  operations  are  subject to the risks normally
associated  with  conducting  business  in  foreign  countries,  including:

-     limitations  on  ownership  and  on  repatriation  of  earnings;

-     import  and  export  restrictions  and  tariffs;

-     additional expenses relating to the difficulties and costs of staffing and
managing  international  operations;

-     labor  disputes  and  uncertain  political  and  economic  environments,
including risks of war and civil disturbances and the impact of foreign business
cycles;

-     change  in  laws  or  policies  of  a  foreign  country;

-     delays  in  obtaining  or  the  inability to obtain necessary governmental
permits;

-     potentially  adverse  consequences  resulting  from  the  applicability of
foreign  tax  laws;

-     cultural  differences;  and

-     increased  expenses  due  to  inflation.

     The Company's foreign operations may also be adversely affected by laws and
policies  of  the  United  States  and  the other countries in which it operates
affecting  foreign  trade,  investment  and  taxation.

BUSINESSES  THE  COMPANY  MAY ACQUIRE IN THE FUTURE MAY NOT PERFORM AS EXPECTED.

     The  Company  may  be  adversely  affected if businesses it acquires in the
future  do not perform as expected. An acquired business could perform below the
Company's  expectations  for  a  number  of  reasons,  including  legislative or
regulatory  changes  that  affect  the  areas  in  which  the  acquired business
specializes,  the  loss  of customers and dealers, general economic factors that
directly  affect  the  acquired business and the cultural incompatibility of its
management  team or business with the Company. Any or all of these reasons could
adversely  affect the Company's financial position and results of operations. In
addition,  the  Company  could  face  many challenges to integrating an acquired
business,  including  eliminating  redundant operations, facilities and systems,
coordinating  management  and  personnel,  retaining  key  employees,  managing
different  corporate  cultures  and  achieving cost reductions and cross-selling
opportunities.  The Company cannot assure you that it will be able to meet these
challenges  in  the  future  to  the  extent  it  acquires  other  businesses.

     CONCENTRATION  OF  PRODUCTION  IN  ILLINOIS  FACILITIES.

     The  company  produces approximately three quarters of its total production
in  facilities  located in Central Illinois.    Some of the production equipment
is specifically designed for company product requirements.    A natural disaster
(e.g.  tornado)  in  this  region could temporary limit production capabilities.
The  company  has business disruption insurance, but an incident could result in
seasonal  production  requirements  being  missed.

     THE COMPANY'S SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT ITS BUSINESS,
FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS.

     The  Company  now  has  a  significant  amount  of  indebtedness,  being
approximately  $120.2  million  of  total  consolidated debt outstanding for the
Company  and  its subsidiaries as of December 31, 2005.  This indebtedness could
limit  the  Company's  ability  to  obtain  additional financing to fund working
capital  requirements,  capital expenditures, debt service, general corporate or
other  obligations.  This  could place the Company at a competitive disadvantage
compared  to competitors who may not be as highly leveraged and may increase the
Company's  vulnerability,  and  limit  its  ability to react, to changing market
conditions,  a  rise  in  interest  rates,  changes  in  industry  and  economic
downturns.  In  addition,  the  indenture  governing  the  Company's  senior
                                       14
<PAGE>
indebtedness  and  its  refinanced  credit  facility contain financial and other
restrictive  covenants  which may limit its ability to engage in activities that
may  be in its long-term best interests.  Failure to comply with those covenants
could  result in an event of default which, if not cured or waived, could result
in  the  acceleration  of  all  of  its  debt.

RISKS  RELATED  TO  THE  COMPANY'S  PRIOR  AUDITORS

ARTHUR  ANDERSEN  LLP,  THE COMPANY'S FORMER AUDITORS, AUDITED CERTAIN FINANCIAL
INFORMATION  SET  FORTH  IN  THIS  ANNUAL  REPORT.  IN  THE EVENT SUCH FINANCIAL
INFORMATION  IS  LATER DETERMINED TO CONTAIN FALSE STATEMENTS, A SECURITY HOLDER
MAY  BE  UNABLE  TO  RECOVER  DAMAGES  FROM  ARTHUR  ANDERSEN  LLP.

     Arthur  Andersen  LLP  completed  its  audit  of  the  Company's  financial
statements as of December 31, 2001 and for the three years then ended and issued
its  report with respect to such financial statements on February 25, 2002. This
audit covered financial information for the 2001 fiscal year that is included in
this  Form  10-K  under  "Selected  Financial  Data."

     In  2002, the Company's board of directors approved the appointment of BKD,
LLP  as its independent accountants to audit its financial statements for fiscal
year  2002.  BKD, LLP, replaced Arthur Andersen LLP, which had previously served
as  its  independent  auditors.  The  Company  had  no disagreements with Arthur
Andersen  LLP  on  any  matter  of  accounting  principle or practice, financial
statement  disclosure,  auditing  scope  or  procedure required to be disclosed.

     Arthur  Andersen  LLP  has  stopped conducting business before the SEC, has
ceased accounting and audit-related practice and has limited assets available to
satisfy the claims of creditors. As a result, security holders may be limited in
your  ability to recover damages from Arthur Andersen LLP under federal or state
law  if it is later determined that there are false statements contained in this
Form  10-K  relating  to  financial  data  audited  by  Arthur  Andersen LLP. In
addition,  the  ability  of Arthur Andersen LLP to satisfy any claims (including
claims arising from its provision of auditing and other services to the Company)
is limited as a result of the diminished amount of assets of Arthur Andersen LLP
that  are  now  or  may  in  the  future  be  available  to  satisfy  claims.

ITEM  1B.  UNRESOLVED  STAFF  COMMENTS.

      Not  applicable.

<TABLE>
<CAPTION>

ITEM  2.  PROPERTIES.

     The  principal  properties  of  the  Company  as of April 14, 2006, were as
follows:



Location                Owned/Leased     Description of Property
----------------------  ------------  -----------------------------
<S>                     <C>           <C>
Assumption, Illinois    Own           Manufacturing/Sales
Paris, Illinois         Own           Manufacturing/Assembly
Newton, Illinois        Own           Manufacturing/Assembly
Vandalia, Illinois*     Own           Manufacturing/Assembly
Flora, Illinois         Own           Manufacturing/Assembly
Clear Lake, Iowa        Own           Sales/Warehouse
Sioux City, Iowa        Lease         Sales/Warehouse
Marau, Brazil           Own           Manufacturing/Sales
Penang, Malaysia        Lease         Manufacturing/Sales/Warehouse
Queretero, Mexico       Lease         Sales/Warehouse
Honeydew, South Africa  Lease         Sales/Warehouse
Poznan, Poland          Lease         Sales
Shanghai, China         Lease         Sales/Warehouse
</TABLE>


*  A  decision  has  been  made  since  December  31, 2005 to close the Vandalia
facility.  The  estimated  closing  date  is  July  1,  2006.  Approximately  75
employees  will  be  affected by the closing. All of the affected employees have
been  offered  an  opportunity to relocate, although it is too early to know how
many  will  take  advantage  of  the offer.  Vandalia accounts for approximately
93,000  square  feet,  which  is approximately 6.3% of the total domestic square
footage  of  the  Company.

     The  corporate  headquarters  for  the  Company  is  located in Assumption,
Illinois.
                                       15
<PAGE>

     The Company's owned facilities (other than its Brazil facility) are subject
to  mortgages held by Wachovia Capital Finance.  The Company's leased facilities
are  leased  through  operating  lease agreements with varying expiration dates.
For  information  on operating leases, see Note 12 to the Consolidated Financial
Statements  included  in  Item  8  hereof.

     The Company believes that its facilities are suitable for their present and
intended purposes and have adequate capacity for the Company's current levels of
operation.


ITEM  3.  LEGAL  PROCEEDINGS.

     The  Company  is  involved in various legal matters arising in the ordinary
course of business which, in the opinion of management, are not expected to have
a  material  adverse  effect  on  the Company's financial position or results of
operations.


ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDER.

     No  matters  were submitted to a vote of the security holder of the Company
during  the  fourth  quarter  of  the  fiscal  year  ended  December  31,  2005.


                                       16
<PAGE>

                                     PART II

ITEM  5.  MARKET  FOR  THE  REGISTRANT'S  COMMON  EQUITY,  RELATED
                STOCKHOLDER  MATTERS,  AND  REGISTRANT'S  PURCHASES  OF  EQUITY
SECURITIES.

     There  is  no  established  public  trading  market  for  any  class of the
Company's  common  stock.  As of April 14, 2006, the Company had 1 holder of its
common stock.  See Item 12, "Security Ownership of Certain Beneficial Owners and
Management".

     The  Company generally has not paid dividends in the past, except to enable
its  stockholders  to  pay  taxes  resulting  from  the  Company's  status  as a
subchapter  "S"  corporation.  As  of  May 16, 2005 the Company's tax status was
changed  to  a  "C"  corporation.  During  the  year ended December 31, 2005 the
Company  declared  dividends  totaling $7.9 million for tax purposes under the S
corporation status and $0.1 million under the C corporation status.  The Company
is  subject to certain restrictions on the payment of dividends contained in the
indenture  governing  the Company's 12 % Senior Subordinated Notes due 2013 (the
"Notes")  and  the  Company's credit facility with Wachovia Capital Finance (the
"Credit  Facility").  Future  dividends,  if  any, will depend upon, among other
things,  the  Company's  operations,  capital  requirements,  surplus,  general
financial  condition,  contractual  restrictions  and  such other factors as the
Board  of  Directors  of  the  Company,  may  deem  relevant.
<TABLE>
<CAPTION>


PURCHASES  OF  EQUITY  SECURITIES  BY  THE  ISSUER  AND  AFFILIATED  PURCHASERS


               Total  Number  of     Maximum  Number
               Shares  Purchased  as     of  Shares  that  may
     Total  Number  of     Average  Price  Paid     part  of Publicly     yet be
Purchased

          Shares Purchased  Per Share   Announced Plan  under the Plan
<S>       <C>               <C>         <C>             <C>
5/16/05*           826,948  $    52.90         826,948              --

</TABLE>



     * 826,948 shares purchased by GSI Holdings Corp. through publicly announced
plan  which  was  a  transaction  contemplated  and  provided  by  the  Board of
Directors.

                                       17
<PAGE>
<TABLE>
<CAPTION>
ITEM  6.  SELECTED  FINANCIAL  DATA.

     Set  forth  below  is  certain selected historical consolidated financial data for the Company as of and for the years ended
December  31,  2001, 2002, 2003, 2004 and 2005.  The selected historical consolidated financial data for the years indicated were
derived  from  the  audited  consolidated financial statements of the Company.  The information set forth below should be read in
conjunction  with  Item  7,  "Management's  Discussion  and  Analysis  of  Financial Condition and Results of Operations" and the
Consolidated  Financial  Statements  and  notes  thereto  included  in  Item  8  hereof.

     As  discussed  in  Item  7  and  Note  18  to  the  Consolidated Financial Statements, certain historical information in the
Consolidated  Financial Statements has been restated. Please read Item 7 and Note 18 to the Consolidated Financial Statements for
additional  information  about these restatements. The selected financial data set forth below has been adjusted to reflect these
restatements  for  all  periods.


                                                       YEARS ENDED DECEMBER 31,

                                                                    2001               2002        2003        2004       2005
                                                           -----------------------
                                                                  RESTATED           RESTATED    RESTATED    RESTATED
                                                           (dollars in thousands)
                                                           -----------------------
<S>                                                        <C>                      <C>         <C>         <C>         <C>
STATEMENT OF OPERATIONS DATA:
 Sales                                                     $              228,938   $ 229,518   $ 236,868   $ 288,131   $344,144
 Cost of sales                                                            173,395     184,831     185,667     220,497    263,448
 Gross profit                                                              55,543      44,687      51,201      67,634     80,696
                                                           -----------------------  ----------  ----------  ----------  ---------
 Operating expenses                                                        43,960      41,641      43,580      48,882     63,300
 Operating income                                                          11,583       3,046       7,621      18,752     17,396
                                                           -----------------------  ----------  ----------  ----------  ---------
 Interest expense                                                         (14,397)    (13,010)    (13,215)    (14,104)   (15,074)
 Other income (expense)                                                       310        (610)        256         (90)       964
 Income (loss) before income taxes and minority interest                   (2,504)    (10,574)     (5,338)      4,558      3,286
                                                           -----------------------  ----------  ----------  ----------  ---------
 Provision (benefit) for income taxes                                        (762)        106        (995)        499        319
 Minority interest in net income of subsidiary                                 --         (26)        (77)        (92)      (178)
 Income (loss) from continuing operations                                  (1,742)    (10,706)     (4,420)      3,967      2,789
                                                           -----------------------  ----------  ----------  ----------  ---------
 Discontinued Operations:
 Gain from sale of discontinued operations                                     --          --          --         118         --
 Gain from discontinued operations, net of tax                                 95         303         142         (93)        --
 Net income (loss)                                         $               (1,647)  $ (10,403)  $  (4,278)  $   3,992   $  2,789
                                                           -----------------------  ----------  ----------  ----------  ---------

BASIC AND DILUTED EARNINGS PER SHARE:
 Continuing operations                                     $                (0.98)  $   (6.03)  $   (2.49)  $    3.04   $   3.37
 Discontinued operations                                                     0.05        0.17        0.08        0.02         --
 Net income (loss)                                         $                (0.93)  $   (5.86)  $   (2.41)  $    3.06   $   3.37
                                                           -----------------------  ----------  ----------  ----------  ---------

BALANCE SHEET DATA :
 Total Assets                                              $              150,238   $ 136,898   $ 129,131   $ 130,677   $227,648
 Long-term obligations                                     $              136,211   $ 139,735   $ 129,563   $ 133,963   $119,306
 Dividends per share                                       $                 0.60   $    1.01   $    0.65   $    1.24   $   9.71

</TABLE>






                                       18
<PAGE>

ITEM  7.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
        RESULTS  OF  OPERATIONS.

     The  following  discussion  of  the  financial  condition  and  results  of
operations  of  the  Company should be read in conjunction with the Consolidated
Financial  Statements  and  the  notes  included  in  Item  8  hereof.

GENERAL

     The  Company is a major worldwide manufacturer and supplier of agricultural
equipment. The Company's grain, swine and poultry products are used by producers
and  purchasers  of grain, and by producers of swine and poultry. Demand for our
agricultural  equipment  is  driven  by  the  overall  level of grain, swine and
poultry  production,  the  level  of  net  farm income, agricultural real estate
values  and  producers'  increasing  focus  on  improving  productivity in their
operations. In addition, fluctuations in grain and feed prices affect our sales,
with  sustained  increases  in  grain  and feed prices increasing demand for our
grain  equipment  and  decreasing demand for our swine and poultry equipment. We
believe  that  our  diversified  product  offerings  mitigate  the  effects  of
fluctuations in the price of grain. Sales of our swine and poultry equipment are
also  affected  by long-term trends in consumer demand for pork and poultry both
domestically  and  internationally.

     Sales  of  agricultural  equipment are seasonal, with farmers traditionally
purchasing  grain  storage bins and grain conditioning and handling equipment in
the  summer  and  fall  in conjunction with the harvesting season, and swine and
poultry  producers purchasing equipment during prime construction periods in the
spring,  summer  and  fall. The Company's sales, operating income and net income
have  historically  been  lower  during  the first and fourth fiscal quarters as
compared  to  the  second and third quarters. Traditionally, this has caused the
Company  to  have  increased  working  capital needs during the second and third
quarters  as  material  is  purchased  and  converted  to  inventory  and  then
receivables  during  the  year.

     Although  our  sales  are primarily denominated in U.S. dollars and are not
generally  affected  by  currency fluctuations (except for transactions from the
Company's  Brazilian  operation),  our  production  costs,  profit  margins  and
competitive position are affected by the strength of the U.S. dollar relative to
the  strength  of  the  currencies  in  countries  where  our products are sold.

     Our  international  sales have historically comprised a significant portion
of  our  total  sales. In 2005, 2004 and 2003, the Company's international sales
accounted for 32.7%, 34.9% and 34.1% of total sales, respectively. International
operations  generally  are  subject  to  various  risks  that are not present in
domestic  operations,  including  restrictions  on  dividends,  restrictions  on
repatriation  of  funds, unexpected changes in tariffs and other trade barriers,
difficulties in staffing and managing foreign operations, political instability,
fluctuations  in  currency  exchange  rates, reduced protection for intellectual
property  rights in some countries, seasonal reductions in business activity and
potentially  adverse  tax  consequences, any of which could adversely impact our
international  operations.

     The  primary raw materials we use to manufacture our products are steel and
polymers.  Fluctuations  in the prices of steel and, to a lesser extent, polymer
materials  can  impact  our  cost  of  sales.

RESTATEMENT

FIRST  RESTATEMENT

     During  the  Company's  year-end  review  of 2004, it discovered accounting
errors  in prior years' financial statements.  The errors have been corrected in
the  2003,  2002 and 2001 financial statements.  A description of the errors and
related  impact of each on the financial statements follows.  Amounts are stated
in  whole  dollars.

     At  the  end  of  2001,  the Company began the process of shutting down its
Mason City, Iowa plant, which served as the headquarters for its DMC subsidiary.
As  the  Company  began the revenue cycle process at its corporate headquarters,
cost  of  sales  estimates  were  understated during 2002, while cost accounting
records  were  being  developed for the products previously handled by the Mason
City  employees,  which  caused  the  remaining  inherited inventory costs to be
overstated  by  approximately  $6,470,000.  The  Company  became  aware  of  the
overstatement  in  early  2003, but erroneously assigned the overstated value to
inventory  that  would  flow  through the cost of sales over the next few years.
This  erroneous  correction  reduced  the  stated  value  of  the  inventory  by
approximately  $2,206,000  in  2003  and  $4,264,000  in  2004.  During the 2004
year-end closing process, this issue was re-examined, and the Company determined
that  it  would  be  appropriate  to restate the 2002 cost of sales and year-end
inventory,  the  period  when  the  overstatement  occurred.
                                       19
<PAGE>

     In 1997, the Company's majority stockholder began selling non-voting shares
to  certain  employees.  The  Company's majority stockholder helped finance each
employee's  purchase  with  a non-recourse loan (in the form of interest-bearing
notes)  to  each  employee with the shares as the only collateral for the notes.
APB  Opinion  25  and  its  interpretations  require  that these transactions be
imputed  to  the Company's financial statements and be accounted for as variable
stock awards, which practice the Company had not previously followed.  Treatment
of  the  transaction as a variable stock award requires the Company to recognize
as  compensation  expense  the  extent  to  which  the  fair market value of the
underlying  shares exceeds the original purchase price for such shares. The fair
value  of  the underlying shares first exceeded the price paid for the shares in
2002.  The  effect  of  recording  the  resulting  compensation  expense reduced
previously  reported  net  income  for  2003  by $484,097 and reduced previously
reported  net  income for 2002 by $89,511.  The dividends paid to the non-voting
shareholders  are  classified  as  compensation  expense  and reduced previously
reported  net  income  for 2003, 2002 and 2001 by $62,584, $113,647 and $84,810,
respectively.

     In  2002,  the  Company  entered  into an agreement with the manager of its
Brazilian  subsidiary  whereby  the  Company  agreed  to issue him shares of the
Brazilian subsidiary's stock primarily based on the financial performance of the
Brazilian  subsidiary.  This  agreement  constitutes  a  stock  compensation
arrangement  for  which  the  Company  did not previously recognize compensation
expense.  The  effect  of  recording  compensation  expense  related  to  this
arrangement  reduced  previously  reported  net  income for 2003 by $340,000 and
reduced  previously  reported  net  income  for  2002  by  $401,000.

     Prior to the 2004 closing process, the Company had been using Mexican Pesos
as  the  functional currency of its Mexican subsidiary.  During the 2004 closing
process,  the  Company  determined  that  the correct functional currency of its
Mexican subsidiary should be U.S. Dollars rather than Mexican Pesos.  The effect
of  this  change reduced previously reported 2003 and 2002 net income by $98,644
and $315,917, respectively, and increased previously reported 2001 net income by
$69,692.

     In  2001, 2002 and 2003, the Company's CEO and majority stockholder elected
not  to  accept  salary and board fees that were subsequently paid in 2004.  The
Company  did  not  accrue these amounts in those years.  The effects of accruing
compensation  for  the  Company's CEO reduced previously reported 2003, 2002 and
2001  net  income  by  $100,000,  $507,515  and  $257,000,  respectively.

     The Company changed from a stop-loss workers' compensation insurance policy
to a high-deductible self-insured policy in 2000 and did not subsequently accrue
a  liability  for  claims incurred but not reported.  The effect of accruing for
such  claims  in  2003,  2002 and 2001 reduced previously reported net income by
$289,506,  $698,246  and  $603,090,  respectively.

     The  Company  also  made  adjustments  in  2003,  2002  and 2001 to correct
previous  reporting  of overhead adjustments in overseas inventories and gain on
inter-company  sales.

SECOND  RESTATEMENT

     Subsequent  to the sale of all of the stock of the Company on May 16, 2005,
the  new  management  appointed  by  the  new  owner  of  the Company discovered
additional  accounting  errors  in prior years' financial statements. The errors
have  been  corrected  in  the  accompanying  2004,  2003  and  2002  financial
statements.  A  description  of  the  errors  and  related impact on each of the
financial  statements  follows.  Amounts  are  stated  in  whole  dollars.

     The  Company  made  adjustments  in  2004,  2003  and  2002  to correct its
allowance  for obsolete inventory to conform to the Company's historical policy.
The  effect  of  these  changes  reduced  net  income  by  $559,000  in 2004 and
$1,307,000  in  2002,  and  increased  net  income  by  $283,000  in  2003.

     The Company made adjustments in 2004, 2003 and 2002 to expense warranty and
research  and  development  costs, which were erroneously included in inventory.
The effect of these changes increased net income by $654,000 and $51,000 in 2004
and  2002,  respectively,  and  decreased  net  income  by  $558,000  in  2003.

     The  Company  made adjustments in 2004, 2003 and 2002 to correct the amount
of  overhead  that  was  included  in  inventory. The previous inventory balance
included  an excessive amount of overhead. The effect of these changes increased
net  income  by  $2,188,000  and  $1,777,000 in 2004 and 2003, respectively, and
decreased  net  income  by  $2,951,000  in  2002.

     The combined effect of these changes increased net income by $2,283,000 and
$1,502,000  in  2004  and 2003, respectively. With respect to prior fiscal years
summarized  in  Item  6  -  Selected  Financial Data, the combined effect of the
                                       20
<PAGE>
changes effected by the these restatements decreased net income by $4,207,000 in
2002  and  $1,836,000  in  2001.

The  impact of the above noted adjustments on the Company's financial statements
for  the  twelve  months  of  2004  and  2003 are summarized in the table below.
Amounts  are  stated  in  thousands  of dollars except for per share line items.

<TABLE>
<CAPTION>

          FIRST     AS     SECOND     AS

                                              AS PREVIOUSLY REPORTED   RESTATEMENT  RESTATED   RESTATEMENT    RESTATED
<S>                                           <C>                      <C>          <C>       <C>            <C>
FISCAL YEAR 2004(Note *)
Consolidated Balance Sheet:
     Inventory                                $                53,588            -         -  $     (4,935)  $  48,653
     Retained earnings                                          3,944            -         -        (4,935)       (991)

Consolidated Statement of Income:
     Cost of sales                                            222,780            -         -        (2,283)    220,497
     Operating income                                          16,469            -         -         2,283      18,752
     Net income                                                 1,709            -         -         2,283       3,992

     Basic and diluted earnings per   share   $                  1.31            -         -  $       1.75   $    3.06
</TABLE>


<TABLE>
<CAPTION>

          FIRST     AS     SECOND     AS

                                                        AS PREVIOUSLY REPORTED    RESTATEMENT    RESTATED    RESTATEMENT
<S>                                                    <C>                       <C>            <C>         <C>
FISCAL YEAR 2003 (Note *)
Consolidated Balance Sheet:
     Inventory                                         $                54,165   $     (4,562)  $  49,603   $     (7,218)

     Payroll and payroll related   expenses                              3,071            565       3,636             --
     Other accrued expenses                                              4,057          1,891       5,948             --
     Paid in capital                                                     3,006            574       3,580             --

     Accumulated other   comprehensive loss                            (11,929)           345     (11,584)            --
     Retained earnings                                                  12,531         (8,678)      3,853         (7,218)

Consolidated Statement of Income:
     Cost of sales                                                     187,650           (481)    187,169         (1,502)

     Selling, general and   administrative expenses                     36,354          3,602      39,956             --
     Operating income                                                    9,240         (3,121)      6,119          1,502
     Foreign currency transaction loss                                    (215)           (99)       (314)            --
     Other, net                                                         (3,544)         3,749         205             --

     Minority interest in net income of   subsidiary                        --            (77)        (77)            --
     Net income (loss)                                                  (6,232)           452      (5,780)         1,502

     Basic and diluted earnings per   share            $                 (3.51)  $       0.25   $   (3.26)  $       0.85

                                                        RESTATED
<S>                                                    <C>
FISCAL YEAR 2003 (Note *)
Consolidated Balance Sheet:
     Inventory                                         $  42,385

     Payroll and payroll related   expenses                3,636
     Other accrued expenses                                5,948
     Paid in capital                                       3,580

     Accumulated other   comprehensive loss              (11,584)
     Retained earnings                                    (3,365)

Consolidated Statement of Income:
     Cost of sales                                       185,667

     Selling, general and   administrative expenses       39,956
     Operating income                                      7,621
     Foreign currency transaction loss                      (314)
     Other, net                                              205

     Minority interest in net income of   subsidiary         (77)
     Net income (loss)                                    (4,278)

     Basic and diluted earnings per   share            $   (2.41)
</TABLE>


Note  *  The  reported  figures in these tables may differ from the Consolidated
Statement  of  Operations  that  have  been  previously  reported  due  to  the
reclassification  of certain amounts for discontinued operations now being shown
in  the  "As  Previously  Reported"  column.

HISTORICAL  PERFORMANCE

     Our  financial  statements  shown in Item 8 of this 10K have been presented
under two different bases of accounting, with all historical Company activity up
to  and  including  May  16,  2005  under the predecessor basis, and all Company
activity  from May 17, 2005 to December 31, 2005 under the successor basis.  The
following  discussion  and  analysis  is based upon the aggregation of these two
bases  of  accounting  for  the  twelve  months ended December 31, 2005, and our
review of the business and operations during such period as compared to the same
period  of  2004.
                                       21
<PAGE>


     ITEMS  AFFECTING  COMPARABILITY

     On  April  6,  2005, all of the Company's stockholders entered into a stock
purchase  agreement  with  GSI  Holdings,  Inc.  (GSI  Holdings), a newly formed
holding  company  owned  primarily by an affiliate of Charlesbank Equity Fund V,
Limited  Partnership,  pursuant  to which GSI Holdings purchased for cash all of
the  issued  and  outstanding  shares  of the Company's common stock. On May 16,
2005,  under the "successor" basis of accounting, the closing of the Acquisition
occurred.  Consequently,  the  Company's financial statements shown in Item 8 of
this Form 10-K have been presented under two different bases of accounting, with
all  historical  Company  activity  up  to  and including May 16, 2005 under the
predecessor  basis,  and  all Company activity from May 17, 2005 to December 31,
2005  under the successor basis.  The following discussion and analysis is based
upon  the  aggregation  of  these  two bases of accounting for the twelve months
ended December 31, 2005, and the Company's review of the business and operations
during  such  period  as  compared  to  the  same  period  of  2004.

     As  a  result of the Acquisition, the Company's assets and liabilities have
been  adjusted  to  their  fair  value as of the closing date.  Depreciation and
amortization  expenses  are higher in successor accounting due to the fair value
assessments  resulting in increases to the carrying value of our property, plant
and  equipment  and  intangible assets.  The financial statements for the twelve
months  ended  December  31,  2005  include  the  following  expenses related to
purchase  accounting:  cost  of goods sold includes non-cash purchase accounting
charges  related  to  inventory  fair  value  adjustments  of  $5.3  million and
operating  expenses  include  $14.1  million  of  extraordinary items related to
seller  transaction  expenses,  transition  expenses  and  stock  compensation
expenses.

     The  Company  believes the discussion and analysis of The GSI Group, Inc.'s
financial  condition  and combined results of operations set forth below are not
indicative  nor  should  they  be  relied  upon  as  an  indicator of our future
performance.  Senior  management  appointed  by  the  board  of directors of the
purchaser  in  the  Acquisition  is  relatively new to the Company, and is still
engaged in an ongoing analysis of trends and operating indicators as they relate
to  future  performance.  Please  refer  to  the  footnotes  to  the  Financial
Statements  included in Item 8 of this report, including "Summary of Significant
Accounting  Policies-Basis  of  Statement Presentation" for important additional
information  concerning  the  basis  of  presentation  of  financial information
included  in  this  report.

                                       22
<PAGE>

RESULTS  OF  OPERATIONS

     The  following  table  sets forth a summary of the Company's operations and
their  percentages  of  total  revenue  for  the  periods indicated based on the
aggregation  of  historical  predecessor  and  successor  accounting (dollars in
thousands):
<TABLE>
<CAPTION>

                                        TWELVE MONTHS ENDED
                                                RESTATED
                                           2005     2004
                                           ----     ----


<S>                                                     <C>        <C>     <C>          <C>
                                                        AMOUNT          %  AMOUNT            %
                                                        ---------  ------  -----------  ------
Sales                                                   $344,144   100.0   $  288,131   100.0

Cost of sales                                            262,729    76.4      217,628    75.5
Warranty                                                     719     0.2        2,869     1.0
 Total cost of sales                                     263,448    76.6      220,497    76.5
                                                        ---------  ------  -----------  ------

   Gross profit                                           80,696    23.4       67,634    23.5

Selling, general and administrative expenses              53,157    15.5       37,551    13.1
FarmPro loss                                                  --     0.0        7,152     2.5
Amortization expense                                       6,213     1.8          649     0.2
Research and development expense                           3,930     1.1        3,530     1.2
 Total operating expenses                                 63,300    18.4       48,882    17.0
                                                        ---------  ------  -----------  ------

Operating income                                          17,396     5.0       18,752     6.5

Other income (expense):
 Interest expense                                        (15,074)   (4.3)     (14,104)   (4.9)
 Other, net                                                  964     0.2          (90)   (0.0)

Income before income tax expense and minority interest     3,286     0.9        4,558     1.6

Income tax provision                                         319     0.1          499     0.2
Minority interest in net income of subsidiary               (178)   (0.0)         (92)    0.0

Income before discontinued operations                      2,789     0.8        3,967     1.4

Gain from discontinued operations net of income taxes         --     0.0           25     0.0

Net income                                              $  2,789     0.8   $    3,992     1.4


Basic and diluted earnings per share                    $   3.37           $     3.06

Weighted average common shares outstanding               826,948            1,304,870
</TABLE>



Year  Ended  December  31,  2005  Compared  to  Year  Ended  December  31,  2004

     Sales  increased 19.4% to $344.1 million in 2005 compared to $288.1 million
in  2004.  Swine  equipment  sales  increased  49.5%  due  to  improving  market
conditions.  Grain  equipment  sales  increased  7.5%  in 2005 to $190.2 million
primarily as a result of strong grain storage demand due to increased crop size,
higher  realized  prices, and market share penetration of newer products such as
grain  transportation  equipment.  Poultry  equipment  sales  increased  30.5%
year-over-year,  primarily  as  a  result  of gains in domestic market share and
higher  realized  prices.

     Gross  profit  increased  to $80.7 million in 2005, or 23.4% of sales, from
$67.6  million  or  23.5%  of  sales in 2004. This increase was primarily due to
increased  volume,  which allowed the company to leverage its fixed expenses and
higher  realized  prices,  but was mostly offset by a one-time expensing of fair
value  adjustments  of  $5.3 million.  The 2005 results included $4.6 million of
expense  for  workers  compensation  compared  to  $2.1  million  in 2004.  This
increase  in  workers  compensation expense, which was mainly non-cash, resulted
substantially from a comparable year over year increase in the Company's workers
compensation  reserve.  This  increase  was  driven by significantly higher cost
estimates  for 2005 claims compared to preceding years as a result of forecasted
increases  in  medical  and  legal  costs  for unsettled claims and was based on
market  loss  development  factors  estimated  by  a  third  party  provider.

                                       23
<PAGE>
     Operating  expenses  increased 29.5%, or $14.4 million, to $63.3 million in
2005  from  $48.9  million  in  2004.  This  increase  in operating expenses was
primarily  the  result  of a $3.9 million year-over-year increase in stock-based
compensation,  seller  transaction  expenses  of  $4.0  million  and  transition
expenses which includes consulting fees and management fees of $2.4 million.  In
total,  approximately  $14.1  million  of our operating expenses recorded during
2005  were extraordinary and non-recurring in nature (see Items of Comparability
above).  As a percentage of sales, operating expenses increased to 18.4% in 2005
from  17.0%  in  2004.

     Operating  income  decreased to $17.4 million in 2005 from $18.8 million in
2004.  Operating  income margins decreased to 5.1% of sales in 2005 from 6.5% in
2004.

     Interest  expense  increased  $1.0 million due to slightly higher borrowing
costs,  as well as increased levels of debt incurred to fund the issuance of 12%
bonds  in  2005.

     Net  income  in  2005  was  $2.8 million, compared to $4.0 million in 2004.

Year  Ended  December  31,  2004  Compared  to  Year  Ended  December  31,  2003

     Sales  increased 21.6% to $288.1 million in 2004 compared to $236.9 million
in  2003.  Swine  equipment  sales  increased  11.0%  due  to  improving  market
conditions.  Grain  equipment  sales  increased  26.6% in 2004 to $177.6 million
primarily as a result of strong grain storage demand due to increased crop size,
higher  realized  prices, and market share penetration of newer products such as
grain transportation equipment. Strong sales of grain equipment in our Agromarau
subsidiary  also  contributed to the increase. Poultry equipment sales increased
16.5%  year-over-year,  primarily  as a result of gains in domestic market share
and  higher realized prices. In October 2004, we sold the assets of our Canadian
subsidiary,  which  accounted for $0.6 million in 2004 sales as compared to $0.8
million  in  2003  sales.

     Gross  profit  increased  to $67.6 million in 2004, or 23.5% of sales, from
$51.2  million  or  21.6%  of  sales in 2003. This increase was primarily due to
increased  volume,  which allowed the company to leverage its fixed expenses and
higher  realized  prices,  but  was  mostly  offset  by  higher  material costs.

     Operating  expenses  increased  12.2%, or $5.3 million, to $48.9 million in
2004  from  $43.6  million  in 2003. This increase in operating expenses was the
result  of a $2.0 million year-over-year increase in stock-based compensation, a
$7.2  million increase in expenses associated with the simultaneous purchase and
sale  of  FarmPRO  in  December  2004,  offset  in part by $1.8 million in lower
litigation  and  other  expenses  in  2004  relating to a dispute with the Yemen
Company for Industrial Investment ("YCII") and cost reduction initiatives.  As a
percentage of sales, operating expenses decreased to 17.0% in 2004 from 18.4% in
2003.

     Operating  income  increased  to $18.8 million in 2004 from $7.6 million in
2003.  Operating  income margins increased to 6.5% of sales in 2004 from 3.2% in
2003.

     Interest  expense  increased  $0.9 million due to slightly higher borrowing
costs, as well as increased levels of debt incurred to fund stock repurchases in
2004.

     Net income in 2004 was $4.0 million, compared to a net loss of $4.3 million
in  2003.

Year  Ended  December  31,  2003  Compared  to  Year  Ended  December  31,  2002

     Sales  increased 3.2% or $7.4 million to $236.9 million in 2003 compared to
$229.5  million  in  2002.  Poultry  equipment  sales  were  essentially  flat.
Increases  in  demand  for  grain products were partially offset by decreases in
demand  for  swine  products.

     Gross  profit  increased  to  $51.2  million in 2003 or 21.6% of sales from
$44.7  million or 19.5% of sales in 2002.  This increase was primarily due to an
improvement in production efficiencies following the 2002 consolidation efforts.

     Operating  expenses increased 4.8% or $2.0 million to $43.6 million in 2003
from  $41.6  million  in  2002.  As  a  percentage  of sales, operating expenses
increased  to 18.4% in 2003 from 18.1% in 2002.  This increase was primarily the
result  of  the  write  off  of  the  Yemen  receivable.

     Operating  income  increased  to  $7.6 million in 2003 from $3.0 million in
2002.  Operating  income margins increased to 3.2% of sales in 2003 from 1.3% in
2002.
                                       24
<PAGE>

     Interest  expense  increased  $0.2 million due to slightly higher borrowing
costs.

     Net  loss  decreased  to  $4.3  million in 2003 from $10.4 million in 2002.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company  has historically funded capital expenditures, working capital
requirements,  debt  service,  stockholder  dividends and stock repurchases from
cash flow from its operations, augmented by borrowings made under various credit
agreements  and  the  sale  of  the  Notes.

     The Company's working capital requirements for its operations are seasonal,
with  investments  in working capital typically building in the second and third
quarters  and  then  declining  in  the  first and fourth quarters.  The Company
defines  working  capital  as  current  assets  less current liabilities.  As of
December 31, 2005, the Company had $51.5 million of working capital, an increase
of  $11.2 million as compared to its restated working capital as of December 31,
2004.  This  increase  in  working  capital  was  due  largely to an increase in
accounts  receivable  and  current  deferred  tax assets, partially offset by an
increase  in  accounts  payable.

     Operating  activities  generated  $18.5  million,  $9.9  million  and $13.4
million  of cash in 2005, 2004 and 2003, respectively. The increase in cash flow
from  operating  activities  from 2004 to 2005 of $8.6 million was primarily the
result of a change in inventory, depreciation and amortization, accounts payable
and  accrued  expenses  of  $27.2 million offset by changes in net income, other
current  assets,  accounts receivable and deferred taxes totaling $19.4 million.

     The  Company's  capital expenditures totaled $6.0 million, $6.3 million and
$1.7  million  in  2005, 2004 and 2003, respectively.  Capital expenditures have
primarily been for machinery and equipment and the expansion of facilities.  The
Company  anticipates  that  its  capital  expenditures in 2006 will be more than
those  in  2005  as  a  result  of  our  lean  enterprise  initiative.

     Cash  used  in  financing  activities  in 2005 consisted primarily of  $5.0
million  payment  of shareholder loans, $98.8 million payments of long-term debt
(including  the 10-1/4% bonds), $25.8 million payments under the Credit Facility
and  $8.0 million dividend for taxes offset by the issuance of $110.0 million of
long-term  debt (12% bonds) and $15.3 million infusion of capital.  Cash used in
financing  activities  in  2004 consisted primarily of $14.6 million of treasury
stock  purchases,  a  $2.3  million payment of shareholder loans, a $1.6 million
dividend for taxes offset by $2.9 million of borrowing under the Credit Facility
and  a  $7.1 million shareholder loan. Cash used in financing activities in 2003
consisted  primarily  of  $15.2  million  of  payments of long-term debt, a $2.2
million  payment  of  shareholder  loans  and  a $1.1 million dividend for taxes
offset by $2.2 million of borrowing under the Credit Facility and a $1.6 million
shareholder  loan.

     The  Company  believes  that  existing  cash, cash flow from operations and
available borrowings under the Credit Facility will be sufficient to support its
working  capital,  capital  expenditures  and  debt service requirements for the
foreseeable  future.

     On  October 31, 2003, the Company entered into a three-year credit facility
of  up  to  $75.0  million  with  lenders  led by Congress Financial Corporation
(Central) to replace its then existing senior credit facility limited to maximum
borrowings  of  $60.0  million.  A  $12.5 million term loan was included in that
facility.  On  July  9,  2004, the credit facility was amended to provide for an
additional  $14.6  million  term  loan,  the  proceeds  of  which  were  used to
repurchase shares of the Company's voting common stock from Craig Sloan upon his
retirement.  On  October  19,  2004,  the  credit  facility was again amended to
decrease  the interest rate on the term loan and to permit additional term loans
on  or  prior  to April 19, 2005, subject to an aggregate limit of $17.5 million
for  all term loans.  On February 2, 2005, the credit facility was again amended
to  permit  the  payment  of  annual  dividends under certain conditions, not to
exceed  $2.0  million  in  the  aggregate.

     On  April  6,  2005, all of the Company's stockholders entered into a stock
purchase  agreement  with  GSI  Holdings,  Inc. ("GSI Holdings"), a newly formed
holding  company  owned primarily by entities affiliated with Charlesbank Equity
Fund  V,  Limited Partnership, pursuant to which GSI Holdings purchased for cash
all  of  the issued and outstanding shares of the Company's common stock. On May
16,  2005,  under the "successor" basis of accounting, the closing of that stock
                                       25
<PAGE>
purchase  ("the Acquisition") occurred. Upon the closing of that stock purchase,
the  Company  became a direct, wholly owned subsidiary of GSI Holdings. The cash
costs  of  the  Acquisition  together  with  the  fees and expenses necessary to
consummate  the  transaction  were  financed  by  equity  contributions of $56.3
million,  issuance  of $110.0 million of senior subordinated notes (the "Notes")
due  May  15,  2013,  and  a  five year $60.0 million revolving credit facility.

     The  closing of our refinanced senior secured credit facility with Wachovia
Capital  Finance, which replaced the Congress Financial facility, consisted of a
$60.0  million  revolving  credit  facility.     The  Company's  credit facility
contains a number of covenants that, among other things, restrict our ability to
dispose  of  assets,  incur  additional  indebtedness,  pay or make dividends or
distributions  to  the Company's stockholder, create liens on assets, enter into
sale  and  leaseback  transactions  and otherwise restrict our general corporate
activities.  The Company is also required to comply with a fixed charge coverage
ratio  if  a  "trigger  event"  has  occurred.

     The Company's credit facility contains various events of default, including
defaults  relating  to  payments,  breaches  of  representations, warranties and
covenants,  certain  events  of  bankruptcy  and  insolvency,  defaults on other
indebtedness,  certain  liens  and encumbrances on assets and certain changes of
control  of  the  Company.

     Borrowings  under  the  credit facility are secured by substantially all of
the  Company's  assets.

     As  of  December  31,  2005 the Company had $9.2 million of revolving loans
outstanding  and  $5.1  million  of  standby  letters of credit under the credit
facility,  which  reduced  the overall availability under the credit facility to
$30.2  million.

     In  connection  with  the  closing  of the Acquisition on May 16, 2005, the
Company  entered  into  the  following  financing  transactions,  each  of which
occurred  prior  to  or  concurrently  with  the  closing  of  the  Acquisition:

-     the  closing  of  the  issuance  of  the  Notes;
-     the  closing  of  our  refinanced senior secured credit facility described
above.  Approximately  $29.5  million was drawn on the revolving credit facility
on the closing date, with additional availability of approximately $22.5 million
under  the  revolving  credit  facility  on  the  closing;
-     the call for redemption of all of our existing 10 1/4% senior subordinated
notes  due 2007, the deposit of all amounts necessary to redeem those notes with
the trustee, and the subsequent retirement of all of those notes upon completion
of  the  redemption;
-     the repayment in full of all amounts outstanding under our existing credit
facility;
-     the repayment in full of all amounts outstanding under loans made to us by
our  founder  and  selling  majority  stockholder;  and
-     the  cash  equity  contribution  to  GSI  Holdings  by our equity sponsor,
Charlesbank Equity Fund V, Limited Partnership (a small amount of which was made
by  nonaffiliated  funds) of $56.3 million, of which approximately $43.8 million
(less  certain expenses and other amounts) was paid to our selling stockholders,
and  approximately  $12.5  million  was  contributed  to  our  common  equity.

     Immediately  following the closing, the Company converted from a subchapter
"S"  corporation  to  a subchapter "C" corporation, which means that it became a
taxable entity for federal and state income tax purposes. For the portion of the
2005  fiscal year preceding the closing date, the Company made tax distributions
to its selling stockholders at the closing in an amount sufficient to allow them
to  pay  income  taxes  relating  to  such  period.

     The  Acquisition  of  the Company has been accounted for in accordance with
SFAS  No.  141  "Business  Combinations"  and  reflects  the  "push down" of GSI
Holdings'  basis into our financial statements. The purchase price was allocated
to  the  assets  acquired  and the liabilities assumed based on the estimates of
respective  fair  values  at  the  date  of  acquisition.  The  fair values were
determined  by  management  estimates and by independent third party valuations,
which  were  finalized  in  the  fourth  quarter.

                                       26
<PAGE>

     The following table summarizes the fair value of the assets acquired and of
the  liabilities  assumed  at  the  date  of  the  Acquisition.
<TABLE>
<CAPTION>



<S>                                    <C>
Cash                                   $     2,437
Accounts receivable, net                    36,044
Inventories, net                            60,910
Property, plant and equipment               33,418
Other intangible assets                     57,780
Goodwill                                    39,162
Other assets                                 4,163
                                       -----------

Total assets acquired                      233,914

Accounts payable and accrued expenses       38,282
Customer deposits                            5,641
Long-term debt                             150,212
Minority interest                            2,250
Deferred income taxes                          224
                                       -----------

Total liabilities assumed                  196,609
                                       -----------

Purchase price                         $    37,305
                                       ===========
</TABLE>


<TABLE>
<CAPTION>



ACQUISITION AND FINANCING                               AS OF MAY 17, 2005
-----------------------------------------------------

<S>                                                    <C>
Cash paid upon acquisition                             $            34,934
Repay old indebtedness                                             149,864
Bond repayment penalty                                               1,729
Repayment of interest                                                1,252
Estimate of acquisition expenses                                     2,371
                                                       --------------------
Acquisition Consideration                                          190,150


Historical net book value of tangible assets acquired               87,583
                                                       --------------------
Excess purchase price to be allocated                              102,567

Inventory step-up                                                   (5,288)
Property, plant and equipment step-up                                 (561)
Other intangibles                                                  (57,780)
Deferred tax liability                                                 224
Goodwill                                                           (39,162)
                                                       --------------------

                                                       $                 0
                                                       ====================
</TABLE>



     The  aggregate  amortization  expense  for  the period May 17, 2005 through
December  31,  2005  for  the identified intangible assets was $6.1 million. The
identified  intangible  assets are being amortized on a straight-line basis over
their  individual  estimated useful lives.  The tax goodwill of $44.5 million is
amortized  over  15  years.

     The carrying value of inventory was increased by approximately $5.3 million
to  reflect  the  inventory  fair  value at May 16, 2005. The effect of the fair
value  adjustment is to increase the cost of goods sold and thereby reduce gross
profit in future periods when this inventory is sold.  During the period May 17,
2005 through December 31, 2005, cost of goods sold included $5.3 million of this
fair  value  adjustment.
                                       27
<PAGE>

     The  carrying  value  of  property,  plant  and  equipment was increased by
approximately $0.6 million to reflect the fair value at May 16, 2005. The effect
of  the  fair  value adjustment is to increase costs and expenses for additional
depreciation  in  future  periods  over  the  useful  lives  of  the  assets.

     The  following  schedule  explains the changes in Stockholders' Equity as a
result  of  the  purchase:
<TABLE>
<CAPTION>


                                                              TOTAL
<S>                                                         <C>
Predecessor as of December 31, 2004 as restated             $(46,835)

Change to predecessor equity (January 1 - May 16, 2005)(1)    (4,600)

Predecessor balance as of May 16, 2005                       (51,435)

Change to successor equity (May 17 - December 31, 2005)(2)   111,274

Successor equity at December 31, 2005                       $ 59,839
</TABLE>



(1)     The  details  of  the  change to predecessor equity from January 1, 2005
through  May  16, 2005 consists of a net loss, stock-based compensation, foreign
currency  translation  adjustments  and  dividends.

(2)     The  details of the change to successor equity from May 17, 2005 through
December  31, 2005 consists of purchase accounting, net income, foreign currency
translation  adjustments  and  dividends.

     The Company does not have any off-balance sheet arrangements as of December
31,  2005.
<TABLE>
<CAPTION>

CONTRACTUAL  OBLIGATIONS


                                  PAYMENTS DUE BY PERIOD
                                 ------------------------
                                      (IN THOUSANDS)
                                 ------------------------
                                          TOTAL             2006     2007     2008    THEREAFTER
                                 ------------------------  -------  -------  -------  -----------
<S>                              <C>                       <C>      <C>      <C>      <C>
Debt Obligations (a)             $                120,182  $   876  $   104  $    --  $   119,202
Operating Lease Obligations (b)                     3,858    1,445    1,143      777          493
Purchase Obligations  (c)                          57,148   57,148       --       --           --
Interest Obligation (d)                            99,000   13,200   13,200   13,200       59,400

Total                            $                280,188  $72,669  $14,447  $13,977  $   179,095
</TABLE>


(a)     Included  principal  payments  due on debt.  For additional information,
see  note  9  "Long-Term  Debt".
(b)     For  U.S. operations only. Lease obligations of foreign subsidiaries are
not material and therefore not included. For additional information, see note 12
"Commitments  and  Contingencies".
(c)     Purchase  obligation  amounts represent the minimum obligation under our
supply  arrangements  related  to    product and/or services entered into in the
normal  course  of  our  business.
(d)     Interest  related  to  the  12%  Senior  Subordinated  Notes.

INFLATION

     The  Company  believes  that inflation has not had a material effect on its
results  of  operations  or  financial  condition  during  recent periods.  As a
significant  portion  of the cost of goods sold is based on commodity costs, the
Company  practice is to modify its price structure for these economic movements.

CRITICAL  ACCOUNTING  POLICIES

     The  preparation  of  financial  statements  and  related  disclosures  in
conformity with accounting principles generally accepted in the United States of
America  requires  management to make judgments, assumptions, and estimates that
affect  the  amounts  reported  in  the  Consolidated  Financial  Statements and
accompanying  notes.  Note  2 to the consolidated financial statements describes
the  significant  accounting policies and methods used in the preparation of the
consolidated  financial statements.  Estimates are used for, but not limited to,
the  accounting  for  the  allowance  for  doubtful  accounts and sales returns,
                                       28
<PAGE>
inventory  allowances,  warranty  costs, self-insurance, investment impairments,
goodwill  impairments,  contingencies,  restructuring  costs  and  other special
charges,  equity  based  compensation  expense  and taxes.  Actual results could
differ  materially  from  these  estimates.  The  following  critical accounting
policies  are  impacted  significantly  by judgments, assumptions, and estimates
used  in  the  preparation  of  the  consolidated  financial  statements.

ALLOWANCE  FOR  DOUBTFUL  ACCOUNTS

     The  allowance  for  doubtful  accounts  is  based on our assessment of the
collectibility  of  specific  customer  accounts  and  the aging of the accounts
receivable.  If  there  were  a  deterioration  of  a  major  customer's
creditworthiness, or actual defaults were higher than our historical experience,
our  estimates  of  the recoverability of amounts due to us could be overstated,
which  could  have  an  adverse  impact  on  our  revenue.

REVENUE  RECOGNITION

     Revenue  is  recorded  when  products are shipped, collection is reasonably
assured, the price is fixed and determinable and there is persuasive evidence of
an arrangement.  Provisions are made at that time, when applicable, for warranty
costs  to  be  incurred.

     Revenues  on  long-term,  fixed-price  contracts  are  recognized using the
percentage  of  completion  method.  Percentage  of  completion is determined by
comparing the actual costs incurred to date to the total estimated cost for each
contract.  If  the  estimate  indicates  a  loss  on  a  particular  contract, a
provision  is  made  for  the entire estimated loss.  Retainages are included as
current  and  noncurrent assets in the accompanying consolidated balance sheets.
Revenue  earned  in  excess  of  billings  is comprised of revenue recognized on
certain contracts in excess of contractual billings on such contracts.  Billings
in  excess  of  costs  are  classified  as  a  current  liability.

INVENTORY

     Inventories  are  stated at the lower of cost or market, net of reserve for
obsolete  or  slow moving inventory.  Cost includes the cost of materials, labor
and factory overhead. The cost of all domestic and international inventories was
determined  using  the  first-in-first-out"  ("FIFO") method. As of December 31,
2005,  the  Company's policy for reserving for obsolete or slow moving inventory
was  to  accrue  reserves in the amount of the excess of amounts on hand over an
estimated  36 month usage, unless such excess amounts relate to newly introduced
SKUs  (stocked  items)  for which the Company has no long term sales history, in
which  case  no  reserve  is  applied.

WARRANTY

     We  accrue  for warranty costs based on historical trends in product return
rates  and  the  expected material and labor costs to provide warranty services.
If  we  were  to  experience  an  increase  in warranty claims compared with our
historical  experience  or  costs of servicing warranty claims were greater than
the expectations on which the accrual had been based, our gross margins could be
adversely  affected.

GOODWILL  IMPAIRMENT

     We  perform  goodwill  impairment tests on an annual basis.  In response to
changes  in  industry and market conditions, we may be required to strategically
realign  our  resources  and  consider  restructuring,  disposing,  or otherwise
exiting  businesses,  which  could  result  in  impairment  of  goodwill.

CONTINGENCIES

     We  are subject to the possibility of various loss contingencies arising in
the  ordinary  course  of  business.  We  consider  the  likelihood  of  loss or
impairment  of an asset or the incurrence of a liability, as well as our ability
to reasonably estimate the amount of loss in determining loss contingencies.  An
estimated loss contingency is accrued when it is probable that an asset has been
impaired  or  a  liability  has  been  incurred  and  the  amount of loss can be
reasonably estimated.  We regularly evaluate current information available to us
to  determine  whether  such  accruals  should  be  adjusted.

SELF  INSURANCE

     A  reserve for workers compensation IBNR (incurred but not reported) claims
is  established  based  on  information provided by the insurance carrier.  This
reserve  is  reviewed  quarterly.


                                       29
<PAGE>
ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     The  Company  is  subject to market risk associated with adverse changes in
interest  rates  and foreign currency exchange rates.  The Company does not hold
any  market  risk  sensitive  instruments for trading purposes.  At December 31,
2005,  principal  exposed  to interest rate risk was limited to $10.2 million in
variable  rate  debt.  The  interest  rates  on  the  Company's  various  debt
instruments  range  from  4.5% to 12.0%.  The Company measures its interest rate
risk  by  estimating the net amount by which potential future net earnings would
be  impacted  by  hypothetical  changes  in market interest rates related to all
interest  rate  sensitive  assets and liabilities.  By this measure, a change in
the  interest  rate  of  1% would change the Company's earnings by $0.1 million.

     At  December  31,  2005,  approximately  15.8%  of the Company's sales were
derived from international operations with exposure to foreign currency exchange
rate  risk.  The  Company  mitigates  its  foreign  currency  exchange rate risk
principally by establishing local production facilities in the markets it serves
and  by  invoicing customers in the same currency as the source of the products.
The  Company  also  monitors  its  foreign currency exposure in each country and
implements  strategies  to  respond  to  changing  economic  and  political
environments.  The  Company's  exposure  to  foreign currency exchange rate risk
relates primarily to the financial position and the results of operations of its
Brazilian  subsidiary.  The  Company's exposure to such exchange rate risk as it
relates  to  the Company's financial position and results of operations would be
adversely  impacted by devaluation of the Brazilian Real per U.S. dollar.  These
amounts are difficult to accurately estimate due to factors such as the inherent
fluctuations  of  intercompany  account balances, balance sheet accounts and the
existing  economic  uncertainty  and  future  economic  conditions  in  the
international  marketplace.










                                       30
<PAGE>


ITEM  8.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA.
<TABLE>
<CAPTION>


                     INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF THE GSI GROUP, INC.


                                                                                                       PAGE
                                                                                                       ----
<S>                                                                                                    <C>
Report of Independent Registered Public Accounting Firms                                                 32
Consolidated Balance Sheets as of December 31, 2005 and 2004                                             42
Consolidated Statements of Operations for the years ended December 31, 2005, 2004 and 2003               43
Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2005, 2004
 and 2003                                                                                                44
Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003               45
Notes to Consolidated Financial Statements                                                               46
</TABLE>








                                       31
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Audit  Committee  and  Board  of  Directors
The  GSI  Group,  Inc.
Assumption,  Illinois


We  have  audited  the accompanying consolidated balance sheet of The GSI Group,
Inc.  as  of December 31, 2005 and 2004, and the related consolidated statements
of operations, stockholders' equity (deficit) and cash flows for the periods May
17,  2005  through  December 31, 2005, January 1, 2005 through May 16, 2005, and
for  the two years ended December 31, 2004 and 2003.  These financial statements
are  the  responsibility  of the Company's management.  Our responsibility is to
express  an  opinion  on these financial statements based on our audits.  We did
not  audit the financial statements of certain foreign, wholly owned or majority
owned  subsidiaries,  which statements reflect total assets of $34.7 million and
$25.4  million  as of December 31, 2005 and 2004, respectively and total revenue
of $53.0 million, $16.8 million, $35.0 million and $21.5 million for the periods
ended  December  31, 2005 and May 16, 2005 and the years ended December 31, 2004
and  2003,  respectively.  Those  statements  were  audited by other accountants
whose  reports have been furnished to us, and our opinion, insofar as it relates
to  the amounts included for the certain foreign, wholly owned or majority owned
subsidiaries,  is  based  solely  on  the  reports  of  other  accountants.
We  conducted  our audits in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audit  to obtain reasonable assurance about whether the
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial statement presentation.  We believe that our
audits  provide  a  reasonable  basis  for  our  opinion.
Our  audits  also  included  auditing  the  adjustments to convert the financial
statements  of  all  foreign  subsidiaries  into accounting principles generally
accepted  in  the  United  States  of  America  for  purposes  of consolidation.
In  our  opinion, based on our audits and the reports of the other auditors, the
consolidated  financial  statements  referred  to  above  present fairly, in all
material  respects, the financial position of The GSI Group, Inc. as of December
31,  2005 and 2004, and the results of its operations and its cash flows for the
periods  May 17, 2005 through December 31, 2005, January 1, 2005 through May 16,
2005, and for the two years ended December 31, 2004 and 2003, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

                                       32
<PAGE>
Audit  Committee  and  Board  of  Directors
The  GSI  Group,  Inc.
Page  2.

As  discussed  in  Note 18 to the consolidated financial statements, the Company
has  restated its financial statements for the years ended December 31, 2004 and
2003.


     /s/  BKD,  LLP


St.  Louis,  Missouri
April  6,  2006

                                       33
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


1.     We  have audited the accompanying balance sheets of Agromarau Ind stria e
Com  rcio  Ltda. as of December 31, 2005 and 2004, and the related statements of
income,  changes  in  shareholders' equity and changes in financial position for
the  period  then  ended,  all  expressed  in  Brazilian  reais. These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

2.     We  conducted  our  audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we  plan  and perform the audit to obtain reasonable assurance about whether the
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial  statement presentation. We believe that our
audits  provide  a  reasonable  basis  for  our  opinion.

3.     In  our  opinion,  the  financial  statements  referred  to above present
fairly,  in all material respects, the financial position of Agromarau Ind stria
e  Com  rcio  Ltda.  as  of  December  31,  2005 and 2004 and the results of its
operations  and  changes  in its financial position for each of the periods then
ended  in  conformity  with  accounting  practices  adopted  in  Brazil.

Rokembach  &  Cia.  Auditores

January  19,  2006.
Porto  Alegre,  Rio  Grande  do  Sul  -  Brazil



                                       34
<PAGE>






REPORT  OF  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM

1.  We have audited the accompanying balance sheets of Agromarau Ind stria e Com
rcio  Ltda. as of May 16, 2005 and December 31, 2004, and the related statements
of income, changes in shareholders' equity and changes in financial position for
the  period  then  ended,  all  expressed  in  Brazilian reais. These  financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

2.  We  conducted  our  audits  in  accordance  with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we  plan  and perform the audit to obtain reasonable assurance about whether the
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial  statement presentation. We believe that our
audits  provide  a  reasonable  basis  for  our  opinion.

3. In our opinion, the financial statements referred to above present fairly, in
all  material respects, the financial position of Agromarau Ind stria e Com rcio
Ltda. as of May 16, 2005 and December 31, 2004 and the results of its operations
and  changes  in  its  financial  position for each of the periods then ended in
conformity  with  accounting  practices  adopted  in  Brazil.


Rokembach  &  Cia.  Auditores


June  3,  2005

Porto  Alegre,  Rio  Grande  do  Sul  -  Brazil

                                       35
<PAGE>
REPORT  OF  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM


We  have  audited  the  accompanying  balance  sheets  of  Agromarau Industria e
Comercio Ltda. (the "Company") as of December 31, 2003 and 2002, and the related
statements  of  income, changes in shareholders' equity and changes in financial
position  for  each of the years in the two-year period ended December 31, 2003.
These  financial  statements are the responsibility of the Company's management.
Our  responsibility is to express an opinion on these financial statements based
on  our  audits.

We  conducted  our  audits  in  accordance  with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are  free of material misstatements. An audit includes consideration
of  internal  control  over  financial  reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing  an  opinion  on  the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes  examining,  on  a  test  basis,  evidence  supporting  the amounts and
disclosures  in  the  financial  statements, assessing the accounting principles
used  and  significant  estimates  made by management, as well as evaluating the
overall  financial statement presentation.  We believe that our audits provide a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of Agromarau Industria e Comercio
Ltda.  as  of  December 31, 2003 and 2002, and the results of its operations and
changes  in  its financial position for each of the years in the two-year period
ended  December  31,  2003,  in  conformity with accounting practices adopted in
Brazil.

DELOITTE  TOUCHE  TOHMATSU
Auditores  Independentes

January  23,  2004
Porto  Alegre,  RS,  Brazil




                                       36
<PAGE>

REPORT  OF  THE  INDEPENDENT  AUDITORS

TO  THE  SHAREHOLDERS  OF
GSI  GROUP  AFRICA  (PROPRIETARY)  LIMITED


We  have  audited  the  financial  statements  of GSI Group Africa (Proprietary)
Limited  set  out  on  pages 3 to 16 for the year ended 31 December 2005.  These
financial  statements  are  the  responsibility of the company's directors.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audit.

SCOPE
We  conducted  our  audit in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audit to obtain reasonable assurance that the financial
statements  are  free of material misstatement.  The company has determined that
it  is  not  required  to  have, nor were we engaged to perform, an audit of its
internal  control  over  financial  reporting.  An  audit  also  includes:

-     Examining,  on  a  test  basis,  evidence  supporting  the  amounts  and
disclosures  in  the  financial  statements,
-     Assessing the accounting principles used and significant estimates made by
management,  and
-     Evaluating  the  overall  financial  statement  presentation.

We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

AUDIT  OPINION
In  our  opinion,  the  financial  statements  fairly  present,  in all material
respects,  the  financial  position  of  the company at 31 December 2005 and the
results  of  its  operations and cash flow for the year then ended in accordance
with  South African Statements of Generally Accepted Accounting Practice, and in
the  manner  required  by  the  Companies  Act  in  South  Africa.

GOING  CONCERN
Without  qualifying  our  opinion  above  we draw attention to the fact that the
liabilities  of  the  company  exceed  its assets.  The holding company, The GSI
Group, Inc., has issued a letter of continued financial support to The GSI Group
Africa  (Pty)  Ltd.  Refer  to  note  15  of  the  financial  statements.

PUBLIC  COMPANY  ACCOUNTING  OVERSIGHT  BOARD  (UNITED  STATES)
Without  qualifying  our  opinion  above  we draw attention to the fact that the
audit  was  not conducted in accordance with PCAOB Auditing Standard No. 2 - "An
Audit  of  Internal  Control  Over Financial Reporting, Conducted in Conjunction
With  An  Audit  of  Financial  Statements"

                            DETAILED INCOME STATEMENT
                            -------------------------
The  detailed  income  statement set out on pages 17 to 18 does not form part of
the  annual  financial statements and is presented as additional information. We
have  not  audited  this  detailed  income  statement  and accordingly we do not
express  an  opinion  on  it.



PRICEWATERHOUSECOOPERS  INC.
CHARTERED  ACCOUNTANTS  (SA)
REGISTERED  ACCOUNTANTS  AND  AUDITORS

PRETORIA

DATE:  3  FEBRUARY  2006

*The  page  numbers  noted  above  relate  to  the legal entity audit report not
contained  in  this  Annual  Report  Form  10-K.

                                       37
<PAGE>
                                     ------

REPORT  OF  THE  INDEPENDENT  AUDITORS
TO  THE  SHAREHOLDERS  OF
GSI  GROUP  AFRICA  (PROPRIETARY)  LIMITED


We  have  audited  the  financial  statements  of GSI Group Africa (Proprietary)
Limited  set  out  on  pages  3  to  16 for the period ended 16 May 2005.  These
financial  statements  are  the  responsibility of the company's directors.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audit.

SCOPE
We  conducted  our  audit in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audit to obtain reasonable assurance that the financial
statements  are  free of material misstatement.  The company has determined that
it  is  not  required  to  have, nor were we engaged to perform, an audit of its
internal  control  over  financial  reporting.  An  audit  also  includes:

-     Examining,  on  a  test  basis,  evidence  supporting  the  amounts  and
disclosures  in  the  financial  statements,
-     Assessing the accounting principles used and significant estimates made by
management,  and
-     Evaluating  the  overall  financial  statement  presentation.

We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

AUDIT  OPINION
In  our  opinion,  the  financial  statements  fairly  present,  in all material
respects,  the  financial position of the company at 16 May 2005 and the results
of  its  operations  and  cash flow for the period then ended in accordance with
South  African  Statements of Generally Accepted Accounting Practice, and in the
manner  required  by  the  Companies  Act  in  South  Africa.

GOING  CONCERN
Without  qualifying  our  opinion  above  we draw attention to the fact that the
liabilities  of  the  company  exceed  its assets.  The holding company, The GSI
Group, Inc., has issued a letter of continued financial support to The GSI Group
Africa  (Pty)  Ltd.  Refer  to  note  15  of  the  financial  statements.

PUBLIC  COMPANY  ACCOUNTING  OVERSIGHT  BOARD  (UNITED  STATES)
Without  qualifying  our  opinion  above  we draw attention to the fact that the
audit  was  not conducted in accordance with PCAOB Auditing Standard No. 2 - "An
Audit  of  Internal  Control  Over Financial Reporting, Conducted in Conjunction
With  An  Audit  of  Financial  Statements".



PRICEWATERHOUSECOOPERS  INC.
CHARTERED  ACCOUNTANTS  (SA)
REGISTERED  ACCOUNTANTS  AND  AUDITORS

PRETORIA

DATE:  21  JULY  2005

                                       38
<PAGE>
                                     ------


Report of Independent Auditors to the Members of GSI Group Africa (Proprietary)
                                     Limited

We  have  audited  the  annual  financial  statements  of  GSI  Group  Africa
(Proprietary)  Limited  set  out on pages 3 to 16 for the year ended 31 December
2004.  These  financial  statements  are  the  responsibility  of  the company's
directors.  Our  responsibility  is  to  express  an  opinion on these financial
statements  based  on  our  audit.

SCOPE

We  conducted  our audits in accordance with the standards of the Public Company
Accounting  Oversight  Board (United States), except for PCAOB Auditing Standard
No.-2"-  "An  audit  of  internal control over financial reporting, conducted in
conjunction with an audit of financial statements". Those standards require that
we  plan  and perform the audit to obtain reasonable assurance about whether the
financial  statements  are  free  of  material  misstatement. An audit includes:

-     Examining,  on  a  test  basis,  evidence  supporting  the  amounts  and
disclosures  in  the  financial  statements,

-     Assessing the accounting principles used and significant estimates made by
management,  and

-     Evaluating  the  overall  financial  statement  presentation.

We  believe  that  our  audit  provides  reasonable  basis  for  our  opinion.

AUDIT  OPINION

In  our  opinion,  the  financial  statements  fairly  present,  in all material
respects,  the  financial  position  of the company at 31 December 2004, and the
results  of  its  operations and cash flow for the year then ended in accordance
with  South African Statements of Generally Accepted Accounting Practice, and in
the  manner  required  by  the  Companies  Act  in  South  Africa.

GOING  CONCERN

Without  qualifying  our  opinion  above  we draw attention to the fact that the
liabilities  of  the company exceed the assets. The holding company has issued a
letter  of  continued financial support to The GSI Group Africa (pty) Ltd. Refer
to  note  15  of  the  financial  statements.

PUBLIC  COMPANY  ACCOUNTING  OVERSIGHT  BOARD  (UNITED  STATES)

Without  qualifying  our  opinion  above  we draw attention to the fact that the
audit  was  not conducted in accordance with PCAOB Auditing Standard No.-2"- "An
audit  of  internal  control  over financial reporting, conducted in conjunction
with  an  audit  of  financial  statements".

PricewaterhouseCoopers  Inc.
Chartered  Accountants  (SA)
Registered  Accountants  and  Auditors

Pretoria
13  April  2005


*The  page  numbers  noted  above  relate  to  the legal entity audit report not
contained  in  this  Annual  Report  Form  10-K.


                                       39
<PAGE>
                                     ------

REPORT  OF  THE  AUDITORS  TO  THE  DIRECTORS  OF
THE  GSI  ASIA  GROUP  SDN.  BHD.
(Company  No.  392746  V)
(Incorporated  in  Malaysia)

1.     We  have audited the financial statements of The GSI Asia Group Sdn. Bhd.
for  the  financial  year ended 31 December 2005 in accordance with our terms of
engagement  dated 12 December 2005. These financial statements, set out on pages
3  to  25 are the responsibility of the Company's directors.  Our responsibility
is  to  express an opinion on these financial statements based on our audit.  We
conducted  our  audit  in  accordance  with  the standards of the Public Company
Accounting Oversight Board (United States).  The relevant standards require that
we  plan  and perform the audit to obtain reasonable assurance about whether the
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
these  financial  statements  which  have  been  prepared  by  the  Directors in
accordance  with  the  accounting  policies normally adopted by the Company.  An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  the  Directors, as well as evaluating the overall financial
statement  presentation.  We  believe that our audit provides a reasonable basis
for  our  opinion.
2.     These  financial  statements  have  been  prepared  to  be used solely in
connection  with the preparation of the consolidated financial statements of The
GSI  Group,  Inc.  as at 31 December 2005. Our audit opinion is intended for the
purpose  and  benefit to the Directors of The GSI Asia Group Sdn. Bhd. The audit
has  not  been  planned  or  conducted in contemplation of reliance by any third
party  or with respect to any specific transaction. Therefore, items of possible
interest  to  a third party have not been specifically addressed and matters may
exist  that  would  be  assessed  differently  by  a  third  party,  possibly in
connection  with  a  specific  transaction.
3.     In  our  opinion,  the  financial  statements as set out on pages 3 to 25
present  fairly, in all material respects, the financial position of the Company
as at 31 December 2005, and the results and cash flows of its operations for the
financial  year  ended  31  December  2005,  in  accordance  with the accounting
policies  normally  adopted by the Company as set out in Note 2 to the financial
statements.


PricewaterhouseCoopers
Chartered  Accountants

Penang



*The page numbers and footnote references noted above relate to the legal entity
audit  report  not  contained  in  this  Annual  Report  Form  10-K.

                                       40
<PAGE>





REPORT  OF  THE  AUDITORS  TO  THE  DIRECTORS  OF
THE  GSI  ASIA  GROUP  SDN.  BHD.
(Company  No.  392746  V)
(Incorporated  in  Malaysia)

1.     As  per  our  terms  of engagement dated 27 May 2005, we have audited the
balance sheet of The GSI Asia Group Sdn. Bhd. as of 16 May 2005, and its related
statement  of income and cash flows for the financial period from 1 January 2005
to  16  May  2005.  These financial statements, set out on pages 3 to 25 are the
responsibility  of the Company's directors.  Our responsibility is to express an
opinion  on  these  financial  statements  based on our audit.  We conducted our
audit  in  accordance  with  the  standards  of  the  Public  Company Accounting
Oversight  Board  (United  States) except for PCAOB Auditing Standard No. 2- "An
audit  of  internal  control  over financial reporting, conducted in conjunction
with  an audit of financial statements".  The relevant standards require that we
plan  and  perform  the  audit  to obtain reasonable assurance about whether the
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
these  financial  statements  which  have  been  prepared  by  the  directors in
accordance  with  the  accounting  policies normally adopted by the Company.  An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  directors,  as  well  as  evaluating  the overall financial
statement  presentation.  We  believe that our audit provides a reasonable basis
for  our  opinion.
2.     In  accordance  with  The  GSI  Group,  Inc.  guidelines, these financial
statements  have  been  prepared  to  be  used  solely  in  connection  with the
preparation  of the consolidated financial statements of The GSI Group, Inc, for
the  financial  period  from 1 January 2005 to 16 May 2005. Our audit opinion is
intended for the purpose and benefit of those to whom it is addressed. The audit
will not be planned or conducted in contemplation of reliance by any third party
or  with  respect  to  any  specific  transaction.  Therefore, items of possible
interest  to  a  third  party will not be specifically addressed and matters may
exist  that  would  be  assessed  differently  by  a  third  party,  possibly in
connection  with  a  specific  transaction.
3.     In  our  opinion,  the  financial  statements as set out on pages 3 to 25
present  fairly, in all material respects, the financial position of the Company
as  of  16  May  2005,  and the results and cash flows of its operations for the
financial  period  from  1  January  2005 to 16 May 2005, in accordance with the
accounting  policies normally adopted by the Company as set out in Note 2 to the
financial  statements.







PricewaterhouseCoopers

Chartered  Accountants

Penang



*The page numbers and footnote references noted above relate to the legal entity
audit  report  not  contained  in  this  Annual  Report  Form  10-K.


                                       41
<PAGE>
<TABLE>
<CAPTION>

                                        THE GSI GROUP, INC.
                                    CONSOLIDATED BALANCE SHEETS
                                     DECEMBER 31, 2005 AND 2004
                          (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

                                                                          SUCCESSOR    PREDECESSOR
                                                                         -----------  -------------
ASSETS                                                                      2005          2004
-----------------------------------------------------------------------  -----------  -------------
                                                                                        RESTATED
                                                                                      -------------
<S>                                                                      <C>          <C>
Current Assets:
 Cash and cash equivalents                                               $    2,522   $      2,304
 Accounts receivable, net                                                    35,801         24,656
 Inventories, net                                                            46,746         48,653
 Prepaids                                                                     2,961          3,489
 Income tax receivable                                                        1,499             --
 Deferred taxes                                                               4,645             --
 Other                                                                        3,165          3,416
     Total current assets                                                    97,339         82,518
                                                                         -----------  -------------

Property, Plant and Equipment, net                                           33,933         32,548

Other Assets:
 Goodwill                                                                    39,162         10,264
 Other intangible assets, net                                                51,684          1,494
 Deferred financing costs, net                                                5,105          2,449
 Deferred taxes, net                                                            323          1,309
 Other                                                                          102             95
     Total other assets                                                      96,376         15,611
                                                                         -----------  -------------
     Total assets                                                        $  227,648   $    130,677
                                                                         -----------  -------------

LIABILITIES AND  STOCKHOLDERS' EQUITY (DEFICIT)
-----------------------------------------------------------------------
Current Liabilities:
 Accounts payable                                                        $   20,989   $     16,629
 Payroll and payroll related expenses                                         6,683          4,652
 Accrued warranty                                                             2,335          2,764
 Other accrued expenses                                                       9,710          5,881
 Customer deposits                                                            5,256          7,090
 Current maturities of long-term debt                                           876          5,167
     Total current liabilities                                               45,849         42,183
                                                                         -----------  -------------

Long-Term Debt, less current maturities                                     119,306        133,963

minority interest                                                             2,654          1,366

Stockholders' Equity (Deficit):
 Common stock, $.01 par value, voting (authorized 6,900,000 shares;
issued 6,633,652 shares; outstanding 626,948 shares)                             16             16
 Common stock, $.01 par value, nonvoting (authorized 1,100,000 shares;
   issued 1,059,316 shares; outstanding 200,000 shares)                           2              2
 Additional paid-in capital                                                  97,881          5,821
 Accumulated other comprehensive income (loss)                                  762        (10,124)
 Retained earnings                                                            2,737           (991)
 Treasury stock, at cost, voting (6,006,704 shares)                         (41,550)       (41,550)
 Treasury stock, at cost, nonvoting (859,316 shares)                             (9)            (9)
     Total stockholders' equity (deficit)                                    59,839        (46,835)
                                                                         -----------  -------------
     Total liabilities and stockholders' equity (deficit)                $  227,648   $    130,677
                                                                         -----------  -------------
</TABLE>


The accompanying notes to consolidated financial statements are an integral part
                              of these statements.

                                       42
<PAGE>
<TABLE>
<CAPTION>

THE  GSI  GROUP,  INC.
CONSOLIDATED  STATEMENTS  OF  OPERATIONS

FOR  THE  YEARS  ENDED  DECEMBER  31,  2005,  2004  AND  2003
(IN  THOUSANDS,  EXCEPT  SHARE  AND  PER  SHARE  DATA)



                                                                     Successor    Predecessor
                                                                     May 17 -      Jan. 1 -
                                                                    -----------  -------------
                                                                      Dec. 31       May 16,      RESTATED     RESTATED
                                                                                                -----------  -----------
                                                                       2005          2005          2004         2003
                                                                    -----------  -------------  -----------  -----------
<S>                                                                 <C>          <C>            <C>          <C>
Sales                                                               $  229,509   $    114,635   $  288,131   $  236,868

Cost of sales                                                          178,996         83,733      217,628      183,400
Warranty expense                                                         1,238           (519)       2,869        2,267
 Total cost of sales                                                   180,234         83,214      220,497      185,667
                                                                    -----------  -------------  -----------  -----------

   Gross profit                                                         49,275         31,421       67,634       51,201

Selling, general and administrative expenses                            28,824         24,333       37,551       39,956
FarmPro loss                                                                --             --        7,152           --
Amortization expense                                                     6,047            166          649        1,094
Research and development expense                                         2,695          1,235        3,530        2,530
 Total operating expenses                                               37,566         25,734       48,882       43,580
                                                                    -----------  -------------  -----------  -----------

   Operating income                                                     11,709          5,687       18,752        7,621

Other income (expense):
 Interest expense                                                       (9,836)        (5,238)     (14,104)     (13,215)
 Interest income                                                           316            134          446          615
 Gain(loss) on sale of equipment                                            23             84         (452)        (250)
 Foreign currency transaction gain (loss)                                 (154)           370         (146)        (314)
 Other, net                                                                 72            119           62          205

Income (loss) from continuing operations before income taxes
   and minority interest                                                 2,130          1,156        4,558       (5,338)

Income tax provision (benefit)                                            (796)         1,115          499         (995)
Minority interest in net income from subsidiary                            (73)          (105)         (92)         (77)
Income (loss) from continuing operations                                 2,853            (64)       3,967       (4,420)
                                                                    -----------  -------------  -----------  -----------

Discontinued operations:
    Gain from sale of discontinued operations                               --             --          118           --
    Gain (loss) from discontinued operations, net of income taxes           --             --          (93)         142

   Net income (loss)                                                $    2,853   $        (64)  $    3,992   $   (4,278)

Basic and diluted earnings (loss) per share                         $     3.45   $      (0.08)  $     3.06   $    (2.41)

Weighted average common shares outstanding                             826,948        826,948    1,304,870    1,775,000
</TABLE>



The accompanying notes to consolidated financial statements are an integral part
                              of these statements.


                                       43
<PAGE>
<TABLE>
<CAPTION>

THE  GSI  GROUP,  INC.
CONSOLIDATED  STATEMENTS  OF  STOCKHOLDERS'  EQUITY  (DEFICIT)
                                FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
                                          (IN THOUSANDS, EXCEPT SHARE DATA)

                                                        Common Stock
                                                        -------------
                                                           Voting      Nonvoting
                                                        -------------
<S>                                                     <C>            <C>         <C>          <C>      <C>

                                                                                                         Additional
                                                        Shares                     Shares                Paid-In
                                                        Outstanding    Amount      Outstanding  Amount   Capital
Restated Balance, December 31, 2002                        1,575,000   $       16      200,000  $     2  $     3,096
                                                        -------------  ----------  -----------  -------  -----------
 Stock-based compensation                                          -            -            -        -          484
 Other comprehensive loss-foreign currency
   translation adjustments                                         -            -            -        -            -
Restated Balance, December 31, 2003                        1,575,000   $       16      200,000  $     2  $     3,580
                                                        -------------  ----------  -----------  -------  -----------
 Stock-based compensation                                          -            -            -        -        2,241
 Other comprehensive loss-foreign currency
   translation adjustments                                         -            -            -        -            -
 Purchase of treasury stock                                 (948,052)           -            -        -            -
Predecessor Balance, December 31, 2004 as restated           626,948   $       16      200,000  $     2  $     5,821
                                                        -------------  ----------  -----------  -------  -----------
 Predecessor stock-based compensation                              -            -            -        -        2,841
 Predecessor other comprehensive loss-foreign currency
   translation adjustments                                         -            -            -        -            -
Predecessor Balance, May 16, 2005                            626,948   $       16      200,000  $     2  $     8,662
                                                        -------------  ----------  -----------  -------  -----------
 Change in equity due to acquisition-May 17                        -            -            -        -       89,219
 Successor other comprehensive loss-foreign currency
   translation adjustments                                         -            -            -        -            -
Successor Balance, December 31, 2005                         626,948   $       16      200,000  $     2  $    97,881
                                                        -------------  ----------  -----------  -------  -----------





<S>                                                     <C>
                                                        Accumulated
                                                        Other
                                                        Comprehensive
                                                        Income (Loss)
Restated Balance, December 31, 2002                     $      (14,090)
                                                        ---------------
 Stock-based compensation                                            -
 Other comprehensive loss-foreign currency
   translation adjustments                                       2,506
Restated Balance, December 31, 2003                     $      (11,584)
                                                        ---------------
 Stock-based compensation                                            -
 Other comprehensive loss-foreign currency
   translation adjustments                                       1,460
 Purchase of treasury stock                                          -
Predecessor Balance, December 31, 2004 as restated      $      (10,124)
                                                        ---------------
 Predecessor stock-based compensation                                -
 Predecessor other comprehensive loss-foreign currency
   translation adjustments                                         536
Predecessor Balance, May 16, 2005                       $       (9,588)
                                                        ---------------
 Change in equity due to acquisition-May 17                      9,588
 Successor other comprehensive loss-foreign currency
   translation adjustments                                         762
Successor Balance, December 31, 2005                    $          762
                                                        ---------------
</TABLE>


<TABLE>
<CAPTION>


                                                                Treasury Stock
                                                                    Voting       Nonvoting
                                                                --------------
<S>                                                 <C>         <C>             <C>          <C>      <C>       <C>

                                                                                                                Total
                                                    Retained                                                    Stockholders'
                                                    Earnings    Shares          Amount       Shares   Amount    Equity(Deficit)
Restated Balance, December 31, 2002                 $   2,059        5,058,652  $  (26,950)  859,316  $    (9)  $       (35,876)
                                                    ----------  --------------  -----------  -------  --------  ----------------
 Net loss                                              (4,278)               -           -         -        -            (4,278)
 Stock-based compensation                                   -                -           -         -        -               484
 Other comprehensive loss-foreign
   currency translation adjustments                         -                -           -         -        -             2,506
 Dividends                                             (1,146)               -           -         -        -            (1,146)
Restated Balance, December 31, 2003                 $  (3,365)       5,058,652  $  (26,950)  859,316  $    (9)  $       (38,310)
                                                    ----------  --------------  -----------  -------  --------  ----------------
 Net income                                             3,992                -           -         -        -             3,992
 Stock-based compensation                                   -                -           -         -        -             2,241
 Other comprehensive loss-foreign
   currency translation adjustments                         -                -           -         -        -             1,460
 Dividends                                             (1,618)               -           -         -        -            (1,618)
 Purchase of treasury stock                                 -          948,052     (14,600)        -        -           (14,600)
Predecessor Balance, December 31, 2004 as restated  $    (991)       6,006,704  $  (41,550)  859,316  $    (9)  $       (46,835)
                                                    ----------  --------------  -----------  -------  --------  ----------------
 Predecessor net loss                                     (64)               -           -         -        -               (64)
 Predecessor stock-based compensation                       -                -           -         -        -             2,841
 Predecessor other comprehensive loss-foreign
   currency translation adjustments                         -                -           -         -        -               536
 Predecessor dividends                                 (7,913)               -           -         -        -            (7,913)

Predecessor Balance, May 16, 2005                   $  (8,968)       6,006,704  $  (41,550)  859,316  $    (9)  $       (51,435)
                                                    ----------  --------------  -----------  -------  --------  ----------------
 Change in equity due to acquisition-May 17             8,968                -           -         -        -           107,775
 Successor net income                                   2,853                -           -         -        -             2,853
 Successor other comprehensive loss-foreign
   currency translation adjustments                         -                -           -         -        -               762
 Successor dividends                                     (116)               -           -         -        -              (116)

Successor Balance, December 31, 2005                $   2,737        6,006,704  $  (41,550)  859,316  $    (9)  $        59,839
                                                    ----------  --------------  -----------  -------  --------  ----------------




<S>                                                 <C>
                                                    Compre-
                                                    hensive
                                                    Income
                                                       (Loss)
Restated Balance, December 31, 2002

 Net loss                                             (4,278)
 Stock-based compensation
 Other comprehensive loss-foreign
   currency translation adjustments                    2,506
 Dividends                                          $ (1,772)
Restated Balance, December 31, 2003

 Net income                                            3,992
 Stock-based compensation
 Other comprehensive loss-foreign
   currency translation adjustments                    1,460
 Dividends
 Purchase of treasury stock                         $  5,452
Predecessor Balance, December 31, 2004 as restated

 Predecessor net loss                                    (64)
 Predecessor stock-based compensation
 Predecessor other comprehensive loss-foreign
   currency translation adjustments                      536
 Predecessor dividends                              $    472
                                                    ---------
Predecessor Balance, May 16, 2005

 Change in equity due to acquisition-May 17
 Successor net income                                  2,853
 Successor other comprehensive loss-foreign
   currency translation adjustments                      762
 Successor dividends                                $  3,615
                                                    ---------
Successor Balance, December 31, 2005

</TABLE>


The accompanying notes to consolidated financial statements are an integral part
                              of these statements.


                                       44
<PAGE>
<TABLE>
<CAPTION>

THE  GSI  GROUP,  INC.
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS

FOR  THE  YEARS  ENDED  DECEMBER  31,  2005,  2004  AND  2003
 (IN  THOUSANDS)

                                                                   Successor    Predecessor
                                                                   May 17 -      Jan, 1 -
                                                                  -----------  -------------
                                                                    Dec. 31       May 16,      RESTATED    RESTATED
                                                                                              ----------  ----------
                                                                     2005          2005          2004        2003
                                                                  -----------  -------------  ----------  ----------
<S>                                                               <C>          <C>            <C>         <C>
Cash Flows From Operating Activities:
 Net income (loss)                                                $    2,853   $        (64)  $   3,992   $  (4,278)
 Adjustments to reconcile net income (loss) to cash provided
   by operating activities:
     Depreciation and amortization                                     9,013          2,070       5,303       6,350
     Amortization of deferred financing costs and debt discount          466            494         916         928
     Loss (gain) on sale of assets                                       (23)           (84)        452         249
     Deferred taxes                                                   (3,590)           (69)       (244)     (1,473)
     Minority interest in net income of subsidiaries                      73            105          92          77
     Minority interest compensation expense                              331            779         533         263
     Stock-based compensation                                             --          2,841       2,241         484
     Changes in:
       Accounts receivable, net                                          243        (11,388)      2,427      (3,809)
       Inventories, net                                               14,164         (6,968)     (6,268)      6,399
       Other current assets                                           (5,879)         5,160         445         (50)
       Accounts payable                                               (1,028)         5,388        (510)      6,076
       Payroll and payroll related expenses                             (383)         2,414       1,016          84
       Accrued warranty                                                  367           (796)      1,385          38
       Other accrued expenses                                          2,317          1,512         (67)        303
       Customer deposits                                                (385)        (1,449)     (1,785)      1,716
                                                                  -----------  -------------  ----------  ----------
Net cash flows provided by (used in) operating activities             18,539            (55)      9,928      13,357
                                                                  -----------  -------------  ----------  ----------

Cash Flows From Investing Activities:
 Capital expenditures                                                 (3,958)        (2,046)     (6,322)     (1,739)
 Proceeds from sale of equipment                                          83            268       1,657       2,742
 Other                                                                 1,052            (48)         13         687
                                                                  -----------  -------------  ----------  ----------
Net cash flows provided by (used in) investing activities             (2,823)        (1,826)     (4,652)      1,690
                                                                  -----------  -------------  ----------  ----------

Cash Flows From Financing Activities:
 Payments on stockholder loans                                        (5,012)            --      (2,295)     (2,194)
 Proceeds from stockholder loans                                                         12       7,146       1,574
 Proceeds from issuance of long-term debt                            110,000             --       1,850          --
 Payments on debt                                                         --            (90)         --     (15,227)
 Net borrowings under line-of-credit agreement                         9,832         10,369       2,881       2,242
 Payment of deferred financing costs                                  (3,108)          (407)         --          --
 Contributed capital                                                  15,326             --          --          --
 Repayment of predecessor debt                                      (144,160)            --          --          --
 Purchase of treasury stock                                               --             --     (14,600)         --
 Dividends                                                              (116)        (7,913)     (1,619)     (1,146)
 Other                                                                 1,511             50         169        (106)
                                                                  -----------  -------------  ----------  ----------
Net cash flows provided by (used in) financing activities            (15,727)         2,021      (6,468)    (14,857)
                                                                  -----------  -------------  ----------  ----------

Effect of Exchange Rate Changes on Cash                                   96             (7)         57         313
                                                                  -----------  -------------  ----------  ----------

CHANGE in Cash and Cash Equivalents                               $       85   $        133   $  (1,135)  $     503
Cash and Cash Equivalents, beginning of year                           2,437          2,304       3,439       2,936
                                                                  -----------  -------------  ----------  ----------
Cash and Cash Equivalents, end of year                            $    2,522   $      2,437   $   2,304   $   3,439
                                                                  ===========  =============  ==========  ==========
</TABLE>


The accompanying notes to consolidated financial statements are an integral part
                               of these statements


                                       45
<PAGE>
                               THE GSI GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     NATURE  OF  OPERATIONS

          The  GSI  Group,  Inc.,  a  Delaware corporation, and its subsidiaries
(collectively,  the  "Company")  manufacture  and  sell  equipment  for  the
agricultural  industry.  In  limited cases, the Company enters into contracts to
manufacture and supervise the assembly of grain handling systems.  The Company's
product  lines  include:  grain  storage  bins  and  related drying and handling
equipment  systems  and swine and poultry feed storage and delivery, ventilation
and  watering  systems.  The  Company's  headquarters  and  main  manufacturing
facility  are  in  Assumption,  Illinois, with other manufacturing facilities in
Illinois.  In addition, the Company has manufacturing and assembly operations in
Brazil,  Malaysia  and  China and selling and distribution operations in Mexico,
South  Africa  and  Poland.

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Basis  of  Consolidation

     The  accompanying  financial statements reflect the consolidated results of
the  Company.  All  intercompany transactions and balances have been eliminated.
The  Company  records  income  or loss on the sales to its foreign subsidiaries.
That  income  or  loss  is  not  recognized  until  the inventory is sold by the
subsidiary.  There  were  no  significant  differences  between  the  foreign
subsidiaries accounting principles pertinent to the countries they are domiciled
in  and  those  accounting principles generally accepted in the United States of
America.  The  Company's  subsidiaries  are  as  follows:

<TABLE>
<CAPTION>



COMPANY NAME                                           LOCATION
---------------------------------------------------  ------------
<S>                                                  <C>
The GSI Asia Group Sdn.Bhd                           Malaysia
GSI Cumberland C.A.A.                                Malaysia
The GSI Group Africa (Proprietary) Limited           South Africa
The GSI Group (Europe) sp. Z o.o                     Poland
GSI Cumberland de Mexico, S. de R.L. de C.V.         Mexico
Agromarau Industria E Comercio Ltda.                 Brazil
The GSI Group (Shanghai) Co., Ltd.                   China
The GSI Agricultural Equipments (Shanghai) Co., Ltd  China
</TABLE>



     Use  of  Estimates

     The  preparation  of  financial  statements  in  conformity with accounting
principles  generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets  and  liabilities  and disclosure of contingent assets and liabilities at
the  date  of  the  financial statements and the reported amounts of revenue and
expenses  during  the  reporting period.  Actual results could differ from those
estimates.

     Cash  and  Cash  Equivalents

     The  Company  considers all short-term investments with original maturities
of  three  months  or  less  to  be  cash  equivalents.

     Concentration  of  Credit  Risk

     The  Company's  financial instruments that are exposed to concentrations of
credit  risk  consist  primarily of cash and cash equivalents and trade accounts
receivable.  The  Company  places  its  cash and temporary investments with high
quality  financial institutions.  At times, such investments may be in excess of
the  FDIC  insurance  limit  or may not be covered by insurance in the Company's
foreign  operations.  Temporary  investments  are valued at the lower of cost or
market  and  at  the  balance  sheet  dates approximate fair value.  The Company
primarily  serves customers in the agricultural industry.  This risk exposure is
limited  due  to the large number of customers comprising the Company's customer
base  and  its  dispersion  across  many  geographic  areas.  The Company grants
unsecured  credit  to  its  customers.  In  doing  so,  the  Company  reviews  a
                                       46
<PAGE>
customer's  credit  history  before  extending credit.  In addition, the Company
routinely  assesses  the  financial  strength  of  its  customers,  and,  as  a
consequence,  believes  that its trade accounts receivable risk is limited.  The
Company limits its international exposure to credit risk through the purchase of
insurance.

     Fair  Value  of  Financial  Instruments

     The  carrying  amounts  of  cash, receivables, accounts payable and accrued
expenses  approximate  fair value because of the short-term nature of the items.
The  carrying  amount of the Company's line of credit, notes and other payables,
approximate  their  fair  values  either  due  to  their  short term nature, the
variable  rates associated with these debt instruments or based on current rates
offered  to  the  Company  for  debt  with  similar  characteristics.

     Accounts  and  Notes  Receivable

     Accounts  receivable  are stated at the amount billed to customers plus any
accrued  and  unpaid  interest.  The  Company provides an allowance for doubtful
accounts,  which  is  based upon a review of outstanding receivables, historical
collection  information  and  existing economic conditions.  Accounts receivable
are  ordinarily due 30-60 days after the issuance of the invoice.  Accounts that
are  unpaid  after  the  due  date  bear interest at 1% per month.    Delinquent
receivables  are  written off based on individual credit evaluation and specific
circumstances  of  the  customer.

     Notes  receivable  are stated at their outstanding principal amount, net of
allowance  for  uncollectible  notes.  The  Company  provides  an  allowance for
uncollectible  notes,  which  is based upon a review of outstanding receivables,
historical collection information and existing economic conditions.  Outstanding
notes  accrue  interest based on the terms of the respective note agreements.  A
note  receivable  is  considered  delinquent when the debtor has missed three or
more  payments.    Delinquent  notes  are written off based on individual credit
evaluation  and  specific  circumstances  of  the  borrower.

     Inventories

     Inventories  are  stated at the lower of cost or market, net of reserve for
obsolete  or  slow moving inventory.  Cost includes the cost of materials, labor
and factory overhead. The cost of all domestic and international inventories was
determined  using  the  first-in-first-out"  ("FIFO") method. As of December 31,
2005,  the  Company's policy for reserving for obsolete or slow moving inventory
was  to  accrue  reserves in the amount of the excess of amounts on hand over an
estimated  36 month usage, unless such excess amounts relate to newly introduced
SKUs  (stocked  items)  for which the Company has no long term sales history, in
which  case  no  reserve  is  applied.

     Property,  Plant  and  Equipment

     Property,  plant  and  equipment  are  stated  at  cost  less  accumulated
depreciation.  The  cost  of property, plant and equipment acquired as part of a
business  acquisition  represents the estimated fair value of such assets at the
acquisition  date.  Depreciation is provided using the straight-line method over
the  following  estimated  useful  lives.
<TABLE>
<CAPTION>


                                YEARS
                                -----
<S>                             <C>
Building and Improvements       10-25
Machinery and Equipment          3-10
Office Equipment and Furniture   3-10
</TABLE>


     Repairs  and  maintenance  are  charged  to  expense as incurred.  Gains or
losses  resulting  from  sales or retirements are recorded as incurred, at which
time  related  costs and accumulated depreciation are removed from the accounts.

     Product  Warranties

     The  Company  provides  limited  warranties on certain of its products, for
periods  up to 1 year.  The Company records an accrued liability and expense for
estimated  future  warranty  claims  based  upon  historical  experience  and
management's  estimate  of the level of future claims.  Changes in the estimated
amounts  recognized  in prior years are recorded as an adjustment to the accrued
liability  and  expense  in  the  current  year.


                                       47
<PAGE>


     Research  and  Development

     Costs  associated  with  research and development are expensed as incurred.
Such  costs  incurred  were  $3.9 million, $3.5 million and $2.5 million for the
years  ended  December  31,  2005,  2004  and  2003,  respectively.

     Intangible  Assets

     Goodwill  is  tested annually for impairment.  If the implied fair value of
goodwill  is  lower than its carrying amount, a goodwill impairment is indicated
and goodwill is written down to its implied fair value.  Subsequent increases in
goodwill  value  are  not  recognized  in  the  financial  statements.  Other
intangibles  related  to  trade  names,  product  technology,  non-competes  and
customer  relationships  are  amortized  on  a  straight  line  basis.

     Deferred  Financing  Costs

     Costs  incurred  in connection with obtaining financing are capitalized and
amortized  to  the  maturity  period  of  the  debt.

     Revenue  Recognition

     Revenue  is  recorded  when  products are shipped, collection is reasonably
assured, the price is fixed and determinable and there is persuasive evidence of
an arrangement.  Provisions are made at that time, when applicable, for warranty
costs  to  be  incurred.

     Revenues  on  long-term,  fixed-price  contracts  are  recognized using the
percentage  of  completion  method.  Percentage  of  completion is determined by
comparing the actual costs incurred to date to the total estimated cost for each
contract.  If  the  estimate  indicates  a  loss  on  a  particular  contract, a
provision  is  made  for  the entire estimated loss.  Retainages are included as
current  and  noncurrent assets in the accompanying consolidated balance sheets.
Revenue  earned  in  excess  of  billings  is comprised of revenue recognized on
certain contracts in excess of contractual billings on such contracts.  Billings
in  excess  of  costs  are  classified  as  a  current  liability.

     Shipping  and  Handling  Fees

     Shipping and handling costs of $11.1 million, $9.5 million and $8.6 million
for  2005,  2004  and  2003,  respectively,  are included in cost of goods sold.

     Translation  of  Foreign  Currency

     The Company translates the financial statements of its foreign subsidiaries
in  accordance with Statement of Financial Accounting Standards ("SFAS") No. 52,
"Foreign  Currency  Translation."  The Company's foreign operations are reported
in  the  local  currency  and  translated to U.S. dollars, with the exception of
Mexico, whose functional currency is the U.S. dollar.  The balance sheets of the
Company's  foreign  operations  are translated at the exchange rate in effect at
the  end  of  the periods presented.  The revenues and expenses of the Company's
foreign  operations  are  translated  at  the average rates in effect during the
period.  For  locations  where  the  U.S. dollar is not the functional currency,
exchange  losses  resulting  from  translations for the years ended December 31,
2005,  2004  and  2003  have  been  recorded  in  the  accompanying Consolidated
Statements  of Stockholders' Equity (Deficit).  For Mexico, exchange losses from
translations  for  the  years  ended  December 31, 2005, 2004 and 2003 have been
recorded  in  the  accompanying  Consolidated  Statements  of  Operations.

     Income  Taxes

     The  Company  accounts  for  income  taxes in accordance with SFAS No. 109,
"Accounting  for  Income  Taxes."  This  approach  results in the recognition of
deferred  tax assets and liabilities for the expected future tax consequences of
temporary  differences  between  the  book carrying amounts and the tax basis of
assets  and  liabilities.

     Earnings  Per  Share

     The  Company  computes  earnings per share in accordance with SFAS No. 128,
"Earnings  Per  Share."  Under  the provisions of SFAS No. 128, basic net income
per  share is computed by dividing the net income for the period by the weighted
average  number  of  common  shares  outstanding during the period.  Diluted net
income  per  share  is computed by dividing the net income for the period by the
                                       48
<PAGE>
weighted  average  number  of  common  and  common equivalent shares outstanding
during  the  period.  Diluted earnings per share equals basic earnings per share
for  all  periods  presented.

     Self  Insurance

     The  Company  has  elected  to  self-insure certain costs related to health
insurance,  workers'  compensation  and general liability.  Costs resulting from
noninsured losses are charged to income when incurred.  The Company has reserves
of  $5.4  million,  $3.3 million and $2.5 million at December 31, 2005, 2004 and
2003,  respectively.

     Change  in  Accounting  Principle

     During  2003,  the  Company  changed its method of accounting and financial
reporting  for  guarantees by adopting the provisions of FASB Interpretation No.
45  ("FIN  45").  The  adoption  of FIN 45 did not have a material impact on the
Company's  results  of  operation  or  financial  position.

     Stock  Based  Compensation  Plan

     The Company was party to a stock based employee compensation plan, which is
described  more  fully in note 10. The Company accounted for this plan under the
recognition  and  measurement  principles of APB Opinion No. 25, "Accounting for
Stock  Issued  to  Employees," and related interpretations. Stock based employee
compensation  cost  was  reflected  in  net  income  as  the market value of the
underlying  common  stock  exceeds  the  purchase  price.

     Thirteen  Week  Fiscal  Periods

     The  Company  uses thirteen-week fiscal quarter periods for operational and
financial  reporting  purposes.  The  Company's  year-end  will  continue  to be
December  31.

     Reclassifications

     Certain  reclassifications  have  been  made to the 2004 and 2003 financial
statements  to  conform  to  the  2005  financial statement presentation.  These
reclassifications  had  no  effect  on  net  earnings.

     Basis  of  Statement  Presentation

     The  accompanying  combined  financial  statements  are presented under two
different  ("Predecessor"  and "Successor") bases of accounting. The predecessor
and  successor  financial  statements  are  consolidated  and include all of the
accounts  of GSI Group, Inc. and its subsidiaries. All intercompany transactions
and  balances  have  been  eliminated.

3.     NEW  ACCOUNTING  PRONOUNCEMENTS

     In  November  2004,  the  FASB  issued  SFAS  No. 151, "Inventory Costs, an
amendment of ARB No. 43, Chapter 4." SFAS No. 151 amends the guidance in ARB No.
43, "Inventory Pricing," for abnormal amounts of idle facility expense, freight,
handling  costs,  and  wasted  material (spoilage) requiring that those items be
recognized  as  current-period  expenses  regardless  of  whether  they meet the
criterion  of  "so  abnormal."  This  statement also requires that allocation of
fixed  production  overheads  to  the costs of conversion be based on the normal
capacity  of the production facilities. The statement is effective for inventory
costs  incurred  during  the  fiscal  years  beginning  after June 15, 2005. The
Company  does not expect this statement to have a material impact on the results
of  operations  or  financial  position.

     In  December  2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets, an amendment of APB Opinion No. 29." APB Opinion No. 29, "Accounting for
Nonmonetary  Transactions,"  is  based  on  the  principle  that  exchanges  of
nonmonetary  assets  should  be  measured  based on the fair value of the assets
exchanged.  SFAS No. 153 amends APB Opinion No. 29, eliminating the exception to
fair value accounting for nonmonetary exchanges of similar productive assets and
replaces  it  with  a general exception to fair value accounting for nonmonetary
exchanges  that  do  not  have  commercial substance. A nonmonetary exchange has
commercial  substance  if  the  future  cash flows of the entity are expected to
change significantly as a result of the exchange. The statement is effective for
nonmonetary asset exchanges occurring in fiscal periods beginning after June 15,
2005.  The  Company  does not expect this statement to have a material impact on
the  results  of  operations  or  financial  position
                                       49
<PAGE>

     In  May  2005,  the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections,  a  replacement  of  APB  Opinion No. 20 and FASB Statement No. 3."
SFAS  No.  154  will  become effective for accounting changes and corrections of
errors made in fiscal year 2006 and beyond.  The effect of this statement on the
Company's  financial  statements  will  depend on the nature and significance of
future  accounting  changes  subject  to  this  statement.

     In  March  2005,  the  FASB  issued  FASB  Interpretation  ("FIN")  No. 47,
"Accounting  for  Conditional Asset Retirement Obligations, an interpretation of
FASB  Statement  No.  143"  (FIN  47).  FIN  47  describes how conditional asset
retirement  obligations  meet  the  definition  of  liabilities  and  should  be
recognized  when incurred if their fair values can be reasonably estimated.  The
Company  does  not  expect  this interpretation to have a material impact on the
results  of  operations  or  financial  position.

4.     TRADE  RECEIVABLES  ALLOWANCE

     The following summarizes trade receivables allowance activity for the years
ended  December  31,  2003,  2004  and  2005  (in  thousands):

<TABLE>
<CAPTION>


                                AMOUNT
                               --------
<S>                            <C>
Balance, December 31, 2002     $ 3,058
Increase to operating expense      936
Charge to allowance             (1,265)
Balance, December 31, 2003       2,729
                               --------
Increase to operating expense      904
Charge to allowance               (231)
Balance, December 31, 2004       3,402
                               --------
Increase to operating expense      825
Charge to allowance             (2,281)
Balance, December 31, 2005     $ 1,946
                               --------


</TABLE>


5.     BUSINESS  SEGMENT

     In  January  1998,  the  Company  adopted  SFAS  No. 131, "Disclosure About
Segments  of  an  Enterprise and Related Information" ("SFAS 131").  The Company
has  no  separately  reportable  segments  under  this  standard.  Under  the
enterprise-wide  disclosure requirements of SFAS 131, the Company reports sales,
by  each group of product lines.  Amounts for the years ended December 31, 2005,
2004  and  2003  are  as  shown  in  the  table  below  (in  thousands):
<TABLE>
<CAPTION>


                         DECEMBER 31,
                             2005         2004       2003
                         -------------  ---------  ---------
<S>                      <C>            <C>        <C>
Grain product line       $     190,188  $177,622   $140,290
Swine product line              69,997    46,809     42,152
Poultry product line            83,959    64,348     55,227
Discontinued operations             --      (648)      (801)
                         -------------  ---------  ---------
     Sales               $     344,144  $288,131   $236,868
                         =============  =========  =========
</TABLE>


     For  the years ended December 31, 2005, 2004 and 2003, sales in Brazil were
$40.1  million,  $28.9  million  and $17.4 million, respectively.  Net income in
Brazil  was  $1.2 million, $1.3 million and $1.4 million in 2005, 2004 and 2003,
respectively.  Long-lived assets in Brazil were $5.8 million and $4.3 million at
December  31,  2005  and  2004,  respectively.

6.     RISKS  AND  UNCERTAINTIES

International  operations  generally  are  subject to various risks that are not
present  in  domestic  operations,  including  restrictions  on  dividends,
restrictions  on  repatriation of funds, unexpected changes in tariffs and other
trade  barriers,  difficulties  in  staffing  and  managing  foreign operations,
political  instability,  fluctuations  in  currency  exchange  rates,  reduced
protection  for  intellectual  property  rights  in  some  countries,  seasonal
reductions in business activity and potentially adverse tax consequences, any of
                                       50
<PAGE>
which could adversely impact the Company's international operations.  Net assets
of the Company's international operations totaling $39.6 million are included in
the  Company's  consolidated  balance  sheet  at  December  31,  2005.

7.     DETAIL  OF  CERTAIN  ASSETS  AND  LIABILITIES
<TABLE>
<CAPTION>


                                                                    AS OF DECEMBER 31,
                                                                   --------------------
                                                                                            2004
                                                                                         ----------
                                                                           2005           RESTATED
                                                                   --------------------  ----------
<S>                            <C>                                 <C>                   <C>
                                                                         (IN THOUSANDS)
                                                                   --------------------
Accounts Receivable
                               Trade receivables                   $            37,747   $  28,058
                               Allowance for doubtful accounts                  (1,946)     (3,402)
                               Total                               $            35,801   $  24,656
                                                                   --------------------  ----------

Inventories
                               Raw materials                       $            16,039   $  22,876
                               Work-in-process                                   8,758       7,581
                               Finished goods                                   21,949      18,196
                               Total                               $            46,746   $  48,653

Property, Plant and Equipment
                               Land                                $               594   $     803
                               Buildings and improvements                       12,817      25,061
                               Machinery and equipment                          24,279      48,277
                               Office equipment and furniture                    2,523       9,242
                               Construction-in-progress                            868         488
                                                                                41,081      83,871
                                                                   --------------------  ----------
                               Accumulated depreciation                         (7,148)    (51,323)
                               Property, plant and equipment, net  $            33,933   $  32,548
Intangible Assets
                               Goodwill                            $            39,162   $  10,264

                               Non-compete agreements              $             2,890   $   8,227
                               Technology                                        5,700         383
                               Trade names                                      14,300           -
                               Customer relations                               31,400           -
                               Backlog                                           3,490           -
                                                                                57,780       8,610
                                                                   --------------------  ----------
                               Accumulated amortization                         (6,096)     (7,116)
                               Total                               $            51,684   $   1,494
Deferred Financing Costs
                               Deferred financing costs            $             5,570   $   7,008
                               Accumulated amortization                           (465)     (4,559)
                               Total                               $             5,105   $   2,449
Accrued Warranty
                               Beginning reserve                   $             2,764   $   1,379
                               Increase to expense                               1,630       3,012
                               Charge to reserve                                (2,059)     (1,627)
                               Ending reserve                      $             2,335   $   2,764

</TABLE>


Amortization  of non-compete agreements, patents and other intangible assets are
as  follows  (in  thousands):
<TABLE>
<CAPTION>



<S>   <C>
2006  $4,281
2007  $4,211
2008  $4,211
2009  $4,211
2010  $4,211
</TABLE>



                                       51
<PAGE>

8.     SUPPLEMENTAL  CASH  FLOW  INFORMATION

     The  Company  paid  approximately  $13.0  million,  $12.6 million and $12.4
million  in  interest  during  the years ended December 31, 2005, 2004 and 2003,
respectively.  The  Company  paid income taxes (in thousands) of $5,503, $31 and
$6  during  the  years  ended  December  31,  2005, 2004 and 2003, respectively.

9.     LONG-TERM  DEBT

     Long-term debt at December 31, 2005 and 2004 consisted of the following (in
thousands):
<TABLE>
<CAPTION>


                                                                                                     2005       2004
                                                                                                   ---------  ---------
<S>                                                                                                <C>        <C>
Wachovia Capital Finance revolving line of credit                                                  $  9,202   $     --
Congress Financial Corporation (Central) revolving line of credit                                        --     23,511
Congress Financial Corporation (Central) term note                                                       --     10,972
Stockholder note, unsecured, payable on demand, under the same interest terms
 as the Congress Financial Corporation (Central) revolving line of credit                                --      5,000
10.25% senior subordinated notes payable, principal due November, 2007, net of
 unamortized debt discount of $792 as of December 31, 2004, amortization of debt
 discount was $157 for the year ended December 31, 2004, interest was payable
 semi-annually each May 1, and November 1                                                                --     99,208
12% senior subordinated notes payable, principal due May 2013, interest payable
 semi-annually each May 15 and November 15                                                          110,000         --
Brazil note, secured by equipment, interest rate is LIBOR plus 4.5%, principal due long term debt
     August 10, 2007                                                                                    980        439
   Total                                                                                            120,182    139,130
                                                                                                   ---------  ---------
Less:
 Current maturities                                                                                    (876)    (5,167)
   Total long-term debt                                                                            $119,306   $133,963
</TABLE>


     Maturities  of long-term debt during the next five years are as follows (in
thousands):
<TABLE>
<CAPTION>



<S>         <C>
2006        $    876
2007             104
2008              --
2009              --
            --------
2010           9,202
            --------
Thereafter   110,000
            --------
 Total      $120,182
            ========

</TABLE>


     In  November 1997, the Company issued $100.0 million aggregate principal of
senior  subordinated  note ("Notes") which are due in 2007.  The Notes represent
unsecured  senior subordinated obligations of the Company.  Upon occurrence of a
change in control (as defined in the indenture governing the Notes), the Company
is  required  to  repurchase the Notes at a price equal to 101% of the principal
amount  thereof,  plus  accrued  and  unpaid  interest,  if  any, to the date of
repurchase.  The  indenture  governing  the  Company's senior subordinated notes
provides  for  certain  restrictive  covenants.  The  more  significant  of  the
covenants  restrict  the  ability  of  the  Company  to dispose of assets, incur
additional  indebtedness, pay dividends or make distributions and other payments
affecting  subsidiaries.  The  Company  was  in  compliance  with  the covenants
contained  in  the indenture as of December 31, 2004.  These Notes were redeemed
at  the  date  of  acquisition.

     In  2002,  a  stockholder of the Company extended an additional loan to the
Company for $1.5 million which is payable on demand.  The Loan had revolver type
characteristics where the rate and outstanding balance could fluctuate depending
on  the  terms of the Company's senior credit facility. As of December 31, 2004,
this  loan  had  the  same  interest terms as the Congress Financial Corporation
(Central)  revolving line of credit and the balance of the loan was $5.0 million
and was included in current maturities of long-term debt.  This loan was paid at
the  date  of  the  acquisition.
                                       52
<PAGE>

     On  October  31,  2003,  The GSI Group, Inc. (the "Company") entered into a
three-year  credit  facility  with lenders led by Congress Financial Corporation
(Central)  to  provide  up  to  a  maximum  amount  of  $75.0 million subject to
borrowing  base  availability  (the  "Credit Facility") to replace the Company's
existing  senior  credit  facility,  which  provided  for  maximum  outstanding
borrowings  of  $60.0  million.  Revolving loans and letters of credit under the
Credit  Facility  were  based  on  a  borrowing  base,  which  included accounts
receivable,  inventory  and  fixed  assets.  A  $12.5  million  term loan due on
October  31,  2006 was also included in the Credit Facility.  The revolving loan
borrowings bore interest at a floating rate per annum equal to (at the Company's
option) 2.5% to 3.0% over LIBOR or 0.0% to 0.50% over the Prime Rate, both based
on  excess availability under the borrowing base.  The term loan borrowings bore
interest  at  a floating rate per annum equal to 8% over the Prime Rate provided
that the minimum interest rate will not be less than 12.25% and the maximum will
not  be  greater  than  14.5%.   The  Credit  Facility  required  the Company to
maintain  a  senior  debt  to  EBITDA  ratio  and a fixed charge coverage ratio.
Borrowings  under  the  Credit Facility were secured by substantially all of the
assets  of  the  Company,  including the capital stock of any existing or future
subsidiaries, except the Brazilian subsidiary.  The Company had $23.5 million of
revolving loans outstanding and $4.4 million of standby letters of credit, which
reduced the overall availability on the line to $14.8 million as of December 31,
2004.  This  Credit Facility was replaced with the refinanced Credit Facility at
the  date  of  the  acquisition.

     On July 9, 2004, Congress Financial Corporation and the Company amended the
existing credit facility (the "Credit Facility") to provide for term loans up to
a  maximum  of  $20.8  million,  as  well as to increase the Sloan Participation
Obligations  set forth therein from $2.5 million to $5.0 million.  Proceeds from
the  increased  term  loan  were used to purchase Voting Common Stock from Craig
Sloan  upon  his  retirement.  A  Capital Call Agreement was also signed on this
date  requiring Craig Sloan to invest in the Company, if Excess Availability, as
defined  in  the  Credit  Facility,  falls below $5.0 million, in an amount that
causes  such  availability  to  be  at  least  $10.0  million.

     On October 19, 2004, Congress Financial Corporation and the Company amended
the  existing  credit  facility (the "Credit Facility") to decrease the interest
rate  on the term note by 1.25% and to provide for a revolving feature where the
line  could  be  between  $8.0  million and $17.5 million for the period between
October  19,  2004  and  April  19,  2005.

     On  February  2,  2005, the Company's credit facility was amended to permit
under  certain  conditions  the  payment of annual dividends in an amount not to
exceed  $2.0  million  in  the  aggregate.

     On  April  6,  2005, all of the Company's stockholders entered into a stock
purchase  agreement  with  GSI  Holdings,  Inc. ("GSI Holdings"), a newly formed
holding  company  owned primarily by entities affiliated with Charlesbank Equity
Fund  V,  Limited Partnership, pursuant to which GSI Holdings purchased for cash
all  of  the issued and outstanding shares of the Company's common stock. On May
16,  2005,  under the "successor" basis of accounting, the closing of that stock
purchase  ("the Acquisition") occurred. Upon the closing of that stock purchase,
the  Company  became a direct, wholly owned subsidiary of GSI Holdings. The cash
costs  of  the  Acquisition  together  with  the  fees and expenses necessary to
consummate  the  transaction  were  financed  by  equity  contributions of $56.3
million,  issuance  of $110.0 million of senior subordinated notes (the "Notes")
due  May  15,  2013,  and  a  five year $60.0 million revolving credit facility.

     The  closing of our refinanced senior secured credit facility with Wachovia
Capital  Finance, which replaced the Congress Financial facility, consisted of a
$60.0  million  revolving  credit  facility.     The  Company's  credit facility
contains a number of covenants that, among other things, restrict our ability to
dispose  of  assets,  incur  additional  indebtedness,  pay or make dividends or
distributions  to  the Company's stockholder, create liens on assets, enter into
sale  and  leaseback  transactions  and otherwise restrict our general corporate
activities.  The Company is also required to comply with a fixed charge coverage
ratio  if  a  "trigger  event"  has  occurred.

     The Company's credit facility contains various events of default, including
defaults  relating  to  payments,  breaches  of  representations, warranties and
covenants,  certain  events  of  bankruptcy  and  insolvency,  defaults on other
indebtedness,  certain  liens  and encumbrances on assets and certain changes of
control  of  the  Company.

     Borrowings  under  the  credit facility are secured by substantially all of
the  Company's  assets.

     As  of  December  31,  2005 the Company had $9.2 million of revolving loans
outstanding  and  $5.1  million  of  standby  letters of credit under the credit
facility,  which  reduced  the overall availability under the credit facility to
$30.2  million.
                                       53
<PAGE>

     In  connection  with  the  closing  of the Acquisition on May 16, 2005, the
Company  entered  into  the  following  financing  transactions,  each  of which
occurred  prior  to  or  concurrently  with  the  closing  of  the  Acquisition:

-     the  closing  of  the  issuance  of  the  Notes;
-     the  closing  of  our  refinanced senior secured credit facility described
above.  Approximately  $29.5  million was drawn on the revolving credit facility
on the closing date, with additional availability of approximately $22.5 million
under  the  revolving  credit  facility  on  the  closing;
-     the call for redemption of all of our existing 10 1/4% senior subordinated
notes  due 2007, the deposit of all amounts necessary to redeem those notes with
the trustee, and the subsequent retirement of all of those notes upon completion
of  the  redemption;
-     the repayment in full of all amounts outstanding under our existing credit
facility;
-     the repayment in full of all amounts outstanding under loans made to us by
our  founder  and  selling  majority  stockholder;  and
-     the  cash  equity  contribution  to  GSI  Holdings  by our equity sponsor,
Charlesbank Equity Fund V, Limited Partnership (a small amount of which was made
by  nonaffiliated  funds) of $56.3 million, of which approximately $43.8 million
(less  certain expenses and other amounts) was paid to our selling stockholders,
and  approximately  $12.5  million  was  contributed  to  our  common  equity.

     The  Company's  credit  facility contains a number of covenants that, among
other  things,  restrict  our  ability  to  dispose  of assets, incur additional
indebtedness,  pay  or  make  dividends  or  distributions  to  the  Company's
stockholders, create liens on assets, enter into sale and leaseback transactions
and  otherwise  restrict  our general corporate activities.  The Company is also
required  to  comply with specified financial ratios and tests including a fixed
charge  coverage  ratio.

     Immediately  following the closing, the Company converted from a subchapter
"S"  corporation  to  a subchapter "C" corporation, which means that it became a
taxable entity for federal and state income tax purposes. For the portion of the
2005  fiscal year preceding the closing date, the Company made tax distributions
to its selling stockholders at the closing in an amount sufficient to allow them
to  pay  income  taxes  relating  to  such  period.

     The  Acquisition  of  the Company has been accounted for in accordance with
SFAS  No.  141  "Business  Combinations"  and  reflects  the  "push down" of GSI
Holdings'  basis  into  our  financial  statements.  The purchase price is being
allocated  to  the  assets  acquired  and  the  liabilities assumed based on the
estimates  of respective fair values at the date of acquisition. The fair values
are  being  determined  by  management  estimates and by independent third party
valuations.

                                       54
<PAGE>

     The following table summarizes the fair value of the assets acquired and of
the  liabilities  assumed  at  the  date  of  the  Acquisition.
<TABLE>
<CAPTION>



<S>                                    <C>
Cash                                   $  2,437
Accounts receivable, net                 36,044
Inventories, net                         60,910
Property, plant and equipment            33,418
Other intangible assets                  57,780
Goodwill                                 39,162
Other assets                              4,163
                                       --------

Total assets acquired                   233,914

Accounts payable and accrued expenses    38,282
Customer deposits                         5,641
Long-term debt                          150,212
Minority interest                         2,250
Deferred income taxes                       224
                                       --------

Total liabilities assumed               196,609
                                       --------

Purchase price                         $ 37,305
                                       ========
</TABLE>


<TABLE>
<CAPTION>



ACQUISITION AND FINANCING                               AS OF MAY 17, 2005
-----------------------------------------------------

<S>                                                    <C>
Cash paid upon acquisition                             $            34,934
Repay old indebtedness                                             149,864
Bond repayment penalty                                               1,729
Repayment of interest                                                1,252
Estimate of acquisition expenses                                     2,371
                                                       --------------------
Acquisition Consideration                              $           190,150


Historical net book value of tangible assets acquired               87,583
                                                       --------------------
Excess purchase price to be allocated                              102,567

Inventory step-up                                                   (5,288)
Property, plant and equipment step-up                                 (561)
Other intangibles                                                  (57,780)
Deferred tax liability                                                 224
Goodwill                                                           (39,162)
                                                       --------------------

                                                       $                 0
                                                       ====================
</TABLE>



     The  aggregate  amortization  expense  for  the period May 17, 2005 through
December  31,  2005  for  the identified intangible assets was $6.1 million. The
identified  intangible  assets are being amortized on a straight-line basis over
their  individual  estimated useful lives.  The tax goodwill of $44.5 million is
amortized  over  15  years.

     The carrying value of inventory was increased by approximately $5.3 million
to  reflect  the  inventory  fair  value at May 16, 2005. The effect of the fair
value  adjustment is to increase the cost of goods sold and thereby reduce gross
profit in future periods when this inventory is sold.  During the period May 17,
2005 through December 31, 2005, cost of goods sold included $5.3 million of this
fair  value  adjustment.
                                       55
<PAGE>

     The  carrying  value  of  property,  plant  and  equipment was increased by
approximately $0.6 million to reflect the fair value at May 16, 2005. The effect
of  the  fair  value adjustment is to increase costs and expenses for additional
depreciation  in  future  periods  over  the  useful  lives  of  the  assets.

     The  following  schedule  explains  the  changes  in  Stockholders'  Equity
(Deficit)  as  a  result  of  the  purchase:
<TABLE>
<CAPTION>


                                                              TOTAL
<S>                                                         <C>
Predecessor as of December 31, 2004 as restated             $(46,835)

Change to predecessor equity (January 1 - May 16, 2005)(1)    (4,600)

Predecessor balance as of May 16, 2005                       (51,435)

Change to successor equity (May 17 - December 31, 2005)(2)   111,274

Successor equity at December 31, 2005                       $ 59,839
</TABLE>



(1)     The  details  of  the  change to predecessor equity from January 1, 2005
through  May  16, 2005 consists of a net loss, stock-based compensation, foreign
currency  translation  adjustments  and  dividends.

(2)     The  details of the change to successor equity from May 17, 2005 through
December  31, 2005 consists of purchase accounting, net income, foreign currency
translation  adjustments  and  dividends.

10.     EMPLOYEE  BENEFIT  PLANS

Profit  Sharing  Plan

     The  Company  has  a  defined  contribution  plan  covering  virtually  all
full-time  employees.  Under  the plan, Company contributions are discretionary.
During  2005, 2004 and 2003, the Company provided a 25% matching contribution up
to  1%  of the employees' compensation.  Company contributions to this plan were
$254,400,  $245,027  and  $244,366  during  2005,  2004  and 2003, respectively.

Stock  Based  Compensation  Plan

     The  Company's  former  majority  stockholder  had, from time to time, sold
shares  of  non-voting  common  stock  to  members of management in exchange for
non-recourse  promissory notes. The notes were interest bearing and pre-payable.
The  shares  were  sold subject to a Stockholders Agreement, as described below.
The  Company  accounted  for this plan under APB Opinion No. 25, "Accounting for
Stock  Issued to Employees," and related interpretations. As the market value of
the  underlying  common  stock exceeded the purchase price, the Company recorded
compensation  cost  for  the  difference. For the years 2005, 2004 and 2003, the
Company  had  recognized  $2,840,809,  $2,241,354  and  $484,097 of compensation
expense  under  this  plan  with  a  corresponding  credit to additional paid-in
capital.  The  dividends  paid to the non-voting stockholders were classified as
compensation  expense  and  reduced  previously  reported net income for 2003 by
$62,584.  The 2005 and 2004 dividend that was classified as compensation expense
was  $642,218  and $381,178, respectively.  This plan was terminated on the date
of  the  acquisition.

A  summary  of  the status of the plan at December 31, 2004 and 2003 and changes
during  the  years  then  ended  is  presented  below:
<TABLE>
<CAPTION>




                                        2004     2003
                                       -------  ------
<S>                                    <C>      <C>
Outstanding shares, beginning of year   89,958  92,356
Shares sold by Craig Sloan             101,684     599
Shares purchased by Craig Sloan            599   2,997

Outstanding shares, end of year        191,043  89,958
</TABLE>



                                       56
<PAGE>
11.     INCOME  TAX  MATTERS

     The  following  tables represent the successor and predecessor income taxes
for  the period May 17 to December 31, 2005, January 1 to May 16, 2005 and years
ended  December  31,  2004  and  2003.

<TABLE>
<CAPTION>

                                      SUCCESSOR
                                May 17, - December 31,
                                ----------------------
                                         2005

                       Income/(Loss)    Income Tax
                       --------------
                           Before        Expense/
                        Income Taxes    (Benefit)
<S>                    <C>             <C>
U.S.                   $        (651)  $      (520)
Brazil                           828           356
Malaysia                       1,126           107
Mexico                           323          (116)
China                           (130)           --
Poland                            93             3
South Africa                     468          (626)
                       --------------  ------------

Total                  $       2,057   $      (796)
                       ==============  ============


Current income taxes                   $     2,794
Deferred income taxes                       (3,590)
                                       ------------

Total                                  $      (796)
                                       ============
</TABLE>



<TABLE>
<CAPTION>
                                      Successor

                            May 17, - December 31,
                                     2005
<S>                        <C>
Income taxes at U.S.
 statutory rate            $                   720
Effect of conversion to a
 "C" corporation                                 9
Purchase accounting
 differences                                (1,035)
State income taxes                             150
Other                                         (640)
                           ------------------------

Total                      $                  (796)
                           ========================
</TABLE>







                                       57
<PAGE>



















<TABLE>
<CAPTION>


                                                     PREDECESSOR
                January 1,  - May 16, 2005          Twelve months ended          Twelve months ended
                --------------------------
                                         December 31, 2004          December 31, 2003

                       Income/(Loss)    Income Tax   Income/(Loss)    Income Tax   Income/(Loss)    Income Tax
                       --------------                                ------------
                           Before        Expense/        Before        Expense/        Before        Expense/
                        Income Taxes    (Benefit)     Income Taxes    (Benefit)     Income Taxes    (Benefit)
<S>                    <C>             <C>           <C>             <C>           <C>             <C>
U.S.                   $        (564)  $       495   $         429   $      (374)  $      (6,476)  $      (694)
Brazil                         1,051           336           1,879           569             858          (537)
Malaysia                        (317)          (10)            532           102             388            54
Mexico                           432           256             136           (41)            998           179
China                            242            --             (78)           --            (708)            3
Poland                            (2)           --             690            --            (784)           --
South Africa                     209            38             878           243             309            --
                       --------------  ------------  --------------  ------------  --------------  ------------

Total                  $       1,051   $     1,115   $       4,466   $       499   $      (5,415)  $      (995)
                       ==============  ============  ==============  ============  ==============  ============


Current income taxes                   $     1,184                   $       101                   $       478
Deferred income taxes                          (69)                          398                        (1,473)
                                       ------------                  ------------                  ------------

Total                                  $     1,115                   $       499                   $      (995)
                                       ============                  ============                  ============

</TABLE>



<TABLE>
<CAPTION>
                                            Predecessor

                      January 1, - May 16, 2005    Twelve months ended    Twelve months ended
                      --------------------------
                                                    December 31, 2004      December 31, 2003
<S>                   <C>                         <C>                    <C>
Income taxes at U.S.
 statutory rate       $                      368  $              1,563   $             (1,845)
State income taxes                            77                   326                   (385)
Other                                        670                (1,390)                 1,235
                      --------------------------  ---------------------  ---------------------

Total                 $                    1,115  $                499   $               (995)
                      ==========================  =====================  =====================
</TABLE>





                                       58
<PAGE>

     The  components of deferred tax assets and liabilities at December 31, 2005
and  2004  are  as  follows  (in  thousands):
<TABLE>
<CAPTION>


                                                2005     2004
<S>                                           <C>       <C>
Deferred tax assets:
       Tax loss carryforwards - Brazil        $ 1,220   $1,161
 Tax loss carryforwards - Mexico                  239      118
       Tax loss carryforwards - South Africa      627       41
       Tax loss carryforwards - Malaysia           45       --
 Accrued payroll                                1,086       --
 Accrued self-insurance                           255       --
 Contingency reserve                               20       --
 Accrued warranty                                 934       --
 UNICAP                                           120       --
 Litigation reserve                               265       --
 Intangibles                                      841       --
 Accrued workers compensation                   1,816       --
                                              $ 7,468   $1,320
                                                        -------

Deferred tax liabilities:
 Malaysia Inventory                                --      (11)
 Property and equipment                        (2,500)      --
                                               (2,500)     (11)
                                              --------  -------

Net deferred tax asset                        $ 4,968   $1,309
</TABLE>


     Brazil has tax loss carryforwards of approximately $1.2 million that do not
expire.  Mexico  has tax loss carryforwards of $0.2 million that begin to expire
in  2008.  South  Africa  has tax loss carryforwards of $0.6 million that do not
expire.  Malaysia  has  minimal  tax  loss  carry  forwards  that do not expire.

     Remaining  realizable  assets  are  supported  by anticipated turnaround of
deferred  tax  liabilities  and  future  projected  taxable  income.

12.     COMMITMENTS  AND  CONTINGENCIES

     The  Company  is  involved  in  various legal matters arising in the normal
course of business which, in the opinion of management, will not have a material
effect  on  the  Company's  financial  position  or  results  of  operations.

     Under  the  Company's  insurance  programs,  coverage  is  obtained  for
catastrophic  exposures  as well as those risks required to be insured by law or
contract.  The  Company retains a significant portion of certain expected losses
related  primarily  to  workers'  compensation,  physical  loss  to property and
comprehensive  general,  product  and  vehicle liability.  Provisions for losses
expected under these programs are recorded based upon the Company's estimates of
the  aggregate  liability  for  claims  incurred  and totaled approximately $5.6
million  for  the  year  ended  December  31, 2005.  The amount of actual losses
incurred could differ materially from the estimates reflected in these financial
statements. The Company has provided letters of credit aggregating approximately
$4.3  million  in  connection  with  these  insurance  programs.

     The  Company  has  month-to-month  leases  for  several  buildings and paid
rentals  in  2005, 2004 and 2003 of $0.5 million, $0.6 million and $0.9 million,
respectively.  The  Company  also  leases equipment and vehicles under operating
lease  arrangements.  Total  lease  expense related to the equipment and vehicle
leases  for  the  years ended December 31, 2005, 2004 and 2003 was $1.5 million,
$1.4  million  and  $1.3  million,  respectively.  These  amounts  are  for U.S.
operations  only.  Foreign  lease obligations are not material and therefore not
included.

                                       59
<PAGE>
     Operating  lease  commitments  are  as  follows  (in  thousands):
<TABLE>
<CAPTION>



<S>    <C>
2006   $1,445
2007    1,143
2008      777
2009      401
2010       92
Total  $3,858
       ------
</TABLE>



13.     REGIONAL  INFORMATION

     The  Company  is  engaged  in the manufacture and sale of equipment for the
agricultural  industry.  The Company's product lines include: grain storage bins
and  related  drying  and  handling equipment systems and swine and poultry feed
storage and delivery, ventilation, and watering systems.  The Company's products
are  sold  primarily  to  independent  dealers and distributors and are marketed
through the Company's sales personnel and network of independent dealers.  Users
of  the  Company's  products include farmers, feed mills, grain elevators, grain
processing  plants and poultry/swine integrators. Sales by each major geographic
region  are  as  follows  (in  millions):

<TABLE>
<CAPTION>


                     2005    2004    2003
                    ======
<S>                 <C>     <C>     <C>
United States       $231.7  $187.5  $156.1
Asia                  15.1    15.8    20.6
Canada                19.5    16.7    15.0
Latin America         51.1    46.2    27.1
Mideast and Africa     8.0    10.6     8.9
Europe                12.6     7.2     6.0
All other              6.1     4.1     3.2
                    $344.1  $288.1  $236.9
                    ------  ------  ------

</TABLE>


14.     DISCONTINUED  OPERATIONS

     On  November  2,  2004, the Company entered an agreement to discontinue and
sell  the  assets  of  its Canadian subsidiary to an unrelated third party.  The
gain  of  $118  thousand  has  been  reported  in  2004's  gain from the sale of
discontinued  operations.  2004  and  2003  operations have been reclassified to
include  all  revenues  and  expenses  of  the  subsidiary  under  discontinued
operations.

15.     BUSINESS  COMBINATIONS

     On  December  22,  2004,  the  Company  participated  in  two  simultaneous
transactions  where  the  Company acquired 100 percent of the outstanding common
shares  of FarmPro, Inc. (FarmPRO) and then sold substantially all of the assets
of  FarmPRO  to  an  unrelated  third  party.

     The  following  table  summarizes  the  estimated fair values of the assets
retained  and  liabilities  assumed  at  the  date  of  acquisition.
<TABLE>
<CAPTION>



<S>                  <C>
Current assets       $243,000
Current liabilities   (40,000)
                     ---------
Net assets acquired  $203,000
</TABLE>


     As  a  result  of these transactions, the Company recognized a loss of $7.2
million  related to $2.6 million of accounts receivable write-offs and acting on
a $4.5 million guarantee for FarmPro, as well as other expenses of $0.6 million,
which  were  offset  by  $0.5  million cash received.  The Company had a $93,000
reserve  related  to  the  guarantee  recorded  on  the  books  throughout 2004.
                                       60
<PAGE>


16.     RELATED  PARTY  TRANSACTIONS

     The Company has an agreement with Charlesbank Capital Partners(Charlesbank)
where  Charlesbank  provides management advisory services in the ordinary course
of  business  to  the  Company.  Charlesbank  is the majority shareholder of GSI
Holdings,  Corp.  the parent company of the Company.  Such transactions amounted
to  $451,653  for  2005.

     The  Company  conducts transactions in the ordinary course of business with
companies  owned  by  the  Segatt  family,  a  member  of  which  is  a minority
shareholder of a subsidiary of the Company.  Such transactions generally consist
of  purchases  of  materials, freight payments, and commissions that amounted to
$979,499, $925,786 and $564,362 for 2005, 2004 and 2003, respectively, and sales
of  poultry  equipment that amounted to $288,351, $296,681 and $99,815 for 2005,
2004  and  2003,  respectively.

     The  Company  conducts transactions in the ordinary course of business with
Reliance,  a supplier of poultry equipment, which is owned by an employee of the
Company.  Such  transactions  generally  consist  of  purchases of materials for
poultry  equipment  that  amounted to $108,896, $958,040 and $238,095 from 2005,
2004  and  2003,  respectively,  and sales of poultry equipment that amounted to
$410,464,  $150,127  and  $239,005  from  2005,  2004  and  2003,  respectively.

     The  Company  makes  sales  in  the  ordinary course of business to Mayland
Enterprises,  a  distributor  of grain equipment that is owned by an employee of
the  Company.  Such  transactions  generally consist of sales of grain equipment
and  amounted  to  $11,274,  $41,178  and  $89,348  for  2005,  2004  and  2003,
respectively.

     The  following  were  related  parties from January 1 - May 16, 2005.  They
ceased  being  related  parties  at  the  date  of  the  Acquisition.

     The  Company  made  sales  in  the  ordinary  course  of  business to Sloan
Implement  Company,  Inc., a supplier of agricultural equipment that is owned by
family  members  of  a  former  stockholder  of  the  Company. Such transactions
generally  consisted  of  sales  of  grain  equipment  and amounted to $155,052,
$487,439  and  $125,920  for  2005,  2004  and  2003,  respectively.

     The  Company  made sales in the ordinary course of business to Larry Sloan,
who is a family member of a former stockholder of the Company. Such transactions
generally  consisted of sales of grain equipment and amounted to $3,922, $24,193
and  $72,619  for  2005,  2004  and  2003,  respectively.

     The  Company  had  a  contract  with  BMA  Consulting, Inc. (BMA) where BMA
provided  consulting services in the ordinary course of business to the Company.
BMA  is owned by a former shareholder of the Company. Such transactions amounted
to  $16,352  and  $699,210  for  2005  and  2004,  respectively.

     The  Company conducted transactions in the ordinary course of business with
RAD  Properties,  a  corporation owned by Craig Sloan, former shareholder of the
Company.  Such  transactions generally consisted of rent and lease payments that
amounted  to  $0,  $216,200  and  $302,900 in 2005, 2004 and 2003, respectively.

                                       61
<PAGE>

17.     UNAUDITED  QUARTERLY  INFORMATION

<TABLE>
<CAPTION>

                                   FIRST          SECOND          THIRD          FOURTH

                                                             QUARTER                   QUARTER   QUARTER    QUARTER
                                              ======================================  ---------  --------  ---------
                                              (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                              --------------------------------------
<S>                                           <C>                                     <C>        <C>       <C>
2005:
 Sales                                        $                              72,674   $ 90,139   $107,723  $ 73,608
 Gross profit                                                                17,528     21,447     29,049    12,672
 Net income (loss)                                                            3,973     (4,359)     5,372    (2,197)
 Basic and diluted earnings(loss) per share                                    4.80      (5.27)      6.50     (2.66)

Restated 2004:
 Sales                                        $                              58,444   $ 79,623   $ 89,692  $ 60,372
 Gross profit                                                                12,301     14,451     22,552    14,800
 Net income (loss)                                                              105        632      6,820    (3,565)
 Basic and diluted earnings(loss) per share                                    0.06       0.36       4.67     (2.73)

Restated 2003:
 Sales                                        $                              44,224   $ 65,289   $ 77,062  $ 50,293
 Gross profit                                                                 9,653     13,390     18,236     7,392
 Net income (loss)                                                           (2,367)      (135)     4,536    (6,312)
 Basic and diluted earnings(loss) per share                                   (1.33)      0.08       2.56     (3.56)
</TABLE>


     Quarterly  information is included above, which includes revised numbers in
the  second  quarter.  Due  to  the  complexity  of  the  Section 338(h)(10) tax
election  and  the  conversion  from an "S" corporation to a "C" corporation the
computed deferred tax asset and the related income tax benefit was assumed to be
$3.5  million  more  than  it should have been on May 17, 2005.  Previously, the
Company estimated in the second quarter a deferred tax asset of $4.5 million and
a  related  tax  benefit  of $4.5 million, and reported in the Form 10-Q for the
quarter  ended July 1, 2005 a net loss of $0.8 million and earnings per share of
($0.95).  This  compares  with  a final determination in the fourth quarter that
the  deferred  tax  asset should have been $1.0 million and a related income tax
benefit  of  $1.0  million, resulting in a net loss of $4.4 million and earnings
per  share  of  ($5.27),  as  shown  in  the  information  above.
18.  RESTATEMENT

FIRST  RESTATEMENT

     During  the  Company's  year-end  review  of 2004, it discovered accounting
errors  in prior years' financial statements.  The errors have been corrected in
the  2003,  2002 and 2001 financial statements.  A description of the errors and
related  impact of each on the financial statements follows.  Amounts are stated
in  whole  dollars.

     At  the  end  of  2001,  the Company began the process of shutting down its
Mason City, Iowa plant, which served as the headquarters for its DMC subsidiary.
As  the  Company  began the revenue cycle process at its corporate headquarters,
cost  of  sales  estimates  were  understated during 2002, while cost accounting
records  were  being  developed for the products previously handled by the Mason
City  employees,  which  caused  the  remaining  inherited inventory costs to be
overstated  by  approximately  $6,470,000.  The  Company  became  aware  of  the
overstatement  in  early  2003, but erroneously assigned the overstated value to
inventory  that  would  flow  through the cost of sales over the next few years.
This  erroneous  correction  reduced  the  stated  value  of  the  inventory  by
approximately  $2,206,000  in  2003  and  $4,264,000  in  2004.  During the 2004
year-end closing process, this issue was re-examined, and the Company determined
that  it  would  be  appropriate  to restate the 2002 cost of sales and year-end
inventory,  the  period  when  the  overstatement  occurred.

     In 1997, the Company's majority stockholder began selling non-voting shares
to  certain  employees.  The  Company's majority stockholder helped finance each
employee's  purchase  with  a non-recourse loan (in the form of interest-bearing
notes)  to  each  employee with the shares as the only collateral for the notes.
APB  Opinion  25  and  its  interpretations  require  that these transactions be
imputed  to  the Company's financial statements and be accounted for as variable
stock awards, which practice the Company had not previously followed.  Treatment
of  the  transaction as a variable stock award requires the Company to recognize
                                       62
<PAGE>
as  compensation  expense  the  extent  to  which  the  fair market value of the
underlying  shares exceeds the original purchase price for such shares. The fair
value  of  the underlying shares first exceeded the price paid for the shares in
2002.  The  effect  of  recording  the  resulting  compensation  expense reduced
previously  reported  net  income  for  2003  by $484,097 and reduced previously
reported  net  income for 2002 by $89,511.  The dividends paid to the non-voting
shareholders  are  classified  as  compensation  expense  and reduced previously
reported  net  income  for 2003, 2002 and 2001 by $62,584, $113,647 and $84,810,
respectively.

     In  2002,  the  Company  entered  into an agreement with the manager of its
Brazilian  subsidiary  whereby  the  Company  agreed  to issue him shares of the
Brazilian subsidiary's stock primarily based on the financial performance of the
Brazilian  subsidiary.  This  agreement  constitutes  a  stock  compensation
arrangement  for  which  the  Company  did not previously recognize compensation
expense.  The  effect  of  recording  compensation  expense  related  to  this
arrangement  reduced  previously  reported  net  income for 2003 by $340,000 and
reduced  previously  reported  net  income  for  2002  by  $401,000.

     Prior to the 2004 closing process, the Company had been using Mexican Pesos
as  the  functional currency of its Mexican subsidiary.  During the 2004 closing
process,  the  Company  determined  that  the correct functional currency of its
Mexican subsidiary should be U.S. Dollars rather than Mexican Pesos.  The effect
of  this  change reduced previously reported 2003 and 2002 net income by $98,644
and $315,917, respectively, and increased previously reported 2001 net income by
$69,692.

     In  2001, 2002 and 2003, the Company's CEO and majority stockholder elected
not  to  accept  salary and board fees that were subsequently paid in 2004.  The
Company  did  not  accrue these amounts in those years.  The effects of accruing
compensation  for  the  Company's CEO reduced previously reported 2003, 2002 and
2001  net  income  by  $100,000,  $507,515  and  $257,000,  respectively.

     The Company changed from a stop-loss workers' compensation insurance policy
to a high-deductible self-insured policy in 2000 and did not subsequently accrue
a  liability  for  claims incurred but not reported.  The effect of accruing for
such  claims  in  2003,  2002 and 2001 reduced previously reported net income by
$289,506,  $698,246  and  $603,090,  respectively.

     The  Company  also  made  adjustments  in  2003,  2002  and 2001 to correct
previous  reporting  of overhead adjustments in overseas inventories and gain on
inter-company  sales.

SECOND  RESTATEMENT

     Subsequent  to the sale of all of the stock of the Company on May 16, 2005,
the  new  management  appointed  by  the  new  owner  of  the Company discovered
additional  accounting  errors  in prior years' financial statements. The errors
have  been  corrected  in  the  accompanying  2004,  2003  and  2002  financial
statements.  A  description  of  the  errors  and  related impact on each of the
financial  statements  follows.  Amounts  are  stated  in  whole  dollars.

     The  Company  made  adjustments  in  2004,  2003  and  2002  to correct its
allowance  for obsolete inventory to conform to the Company's historical policy.
The  effect  of  these  changes  reduced  net  income  by  $559,000  in 2004 and
$1,307,000  in  2002,  and  increased  net  income  by  $283,000  in  2003.

     The Company made adjustments in 2004, 2003 and 2002 to expense warranty and
research  and  development  costs, which were erroneously included in inventory.
The effect of these changes increased net income by $654,000 and $51,000 in 2004
and  2002,  respectively,  and  decreased  net  income  by  $558,000  in  2003.

     The  Company  made adjustments in 2004, 2003 and 2002 to correct the amount
of  overhead  that  was  included  in  inventory. The previous inventory balance
included  an excessive amount of overhead. The effect of these changes increased
net  income  by  $2,188,000  and  $1,777,000 in 2004 and 2003, respectively, and
decreased  net  income  by  $2,951,000  in  2002.

     The combined effect of these changes increased net income by $2,283,000 and
$1,502,000  in  2004  and 2003, respectively. With respect to prior fiscal years
summarized  in  Item  6  -  Selected  Financial Data, the combined effect of the
changes effected by the these restatements decreased net income by $4,207,000 in
2002  and  $1,836,000  in  2001.

The  impact of the above noted adjustments on the Company's financial statements
for  the  twelve  months  of  2004  and  2003 are summarized in the table below.
Amounts  are  stated  in  thousands  of dollars except for per share line items.
                                       63
<PAGE>

<TABLE>
<CAPTION>


          FIRST     AS     SECOND     AS

                                            AS PREVIOUSLY REPORTED   RESTATEMENT  RESTATED   RESTATEMENT    RESTATED
<S>                                         <C>                      <C>          <C>       <C>            <C>
FISCAL YEAR 2004 (Note *)
Consolidated Balance Sheet:
     Inventory                              $                53,588            -         -  $     (4,935)  $  48,653
     Retained earnings                                        3,944            -         -        (4,935)       (991)

Consolidated Statement of Income:
     Cost of sales                                          222,780            -         -        (2,283)    220,497
     Operating income                                        16,469            -         -         2,283      18,752
     Net income                                               1,709            -         -         2,283       3,992
     Basic and diluted earnings per share   $                  1.31            -         -  $       1.75   $    3.06
</TABLE>


<TABLE>
<CAPTION>

          FIRST     AS     SECOND     AS

                                                      AS PREVIOUSLY REPORTED    RESTATEMENT    RESTATED    RESTATEMENT
<S>                                                  <C>                       <C>            <C>         <C>
FISCAL YEAR 2003 (Note *)
Consolidated Balance Sheet:
     Inventory                                       $                54,165   $     (4,562)  $  49,603   $     (7,218)
     Payroll and payroll related expenses                              3,071            565       3,636              -
     Other accrued expenses                                            4,057          1,891       5,948              -
     Paid in capital                                                   3,006            574       3,580              -
     Accumulated other comprehensive loss                            (11,929)           345     (11,584)             -
     Retained earnings                                                12,531         (8,678)      3,853         (7,218)


Consolidated Statement of Income:
     Cost of sales                                                   187,650           (481)    187,169         (1,502)
     Selling, general and administrative expenses                     36,354          3,602      39,956              -
     Operating income                                                  9,240         (3,121)      6,119          1,502
     Foreign currency transaction loss                                  (215)           (99)       (314)             -
     Other, net                                                       (3,544)         3,749         205              -
     Minority interest in net income of subsidiary                        --            (77)        (77)             -
     Net income (loss)                                                (6,232)           452      (5,780)         1,502
     Basic and diluted earnings per share            $                 (3.51)  $       0.25   $   (3.26)  $       0.85

                                                      RESTATED
<S>                                                  <C>
FISCAL YEAR 2003 (Note *)
Consolidated Balance Sheet:
     Inventory                                       $  42,385
     Payroll and payroll related expenses                3,636
     Other accrued expenses                              5,948
     Paid in capital                                     3,580
     Accumulated other comprehensive loss              (11,584)
     Retained earnings                                  (3,365)


Consolidated Statement of Income:
     Cost of sales                                     185,667
     Selling, general and administrative expenses       39,956
     Operating income                                    7,621
     Foreign currency transaction loss                    (314)
     Other, net                                            205
     Minority interest in net income of subsidiary         (77)
     Net income (loss)                                  (4,278)
     Basic and diluted earnings per share            $   (2.41)
</TABLE>


Note  *  The  reported  figures  in  these  tables  may differ from Consolidated
Statement  of  Operations  that  have  been  previously  reported  due  to  the
reclassification  of certain amounts for discontinued operations now being shown
in  the  "As  Previously  Reported"  column.



                                       64
<PAGE>

ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
      FINANCIAL  DISCLOSURE.

      Not  applicable.


ITEM  9A.   CONTROLS  AND  PROCEDURES.

OVERVIEW

     In  connection with the preparation of this Annual Report on Form 10-K, the
Company's  management  has  identified  material  weaknesses  in  the  Company's
internal  controls  over  financial  reporting. As defined by the Public Company
Accounting  Oversight  Board  ("PCAOB")  in  Auditing Standard No. 2, a material
weakness  is  a  significant  deficiency,  or  combination  of  significant
deficiencies,  that  results  in  more  than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or  detected.

     The  identified material weaknesses in the Company's internal controls over
financial reporting have resulted in insufficient controls relating to financial
statement  preparation  and  SEC  reporting,  inventory  accounting,  income tax
accounting,  accounts  payable  cut-off,  accrued  expenses  and  segregation of
duties.  In  addition,  the  Company  has  determined that the Company's control
environment  at  December  31,  2004  lacked  certain  controls  related  to the
prevention of improper accounting entries. These material weaknesses resulted in
restatements being recorded in the Company's financial statements for the fiscal
years  ended  December  31,  2004,  2003  and 2002. The Company's management has
discussed  the  material  weaknesses  with  its  independent  registered  public
accounting  firm,  BKD,  LLP,  and  the  Company's  Board of Directors, and more
recently  the  Audit  Committee  of  the  Board of Directors, which was recently
created.  BKD,  LLP  issued  a "material weakness" letter in connection with its
audit  of  the Company's financial statements for the fiscal year ended December
31,  2005.

DISCLOSURE  CONTROLS  AND  PROCEDURES

     The  Company maintains disclosure controls and procedures that are designed
to  ensure  that information required to be disclosed in the reports it files or
submits  under  the  Securities  Exchange  Act  of 1934, as amended is recorded,
processed,  summarized  and  reported,  within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to  our  management,  including  our Chief Executive Officer and Chief Financial
Officer,  as  appropriate,  to  allow timely decisions regarding disclosure. Our
management,  with  the  participation  of  our Chief Executive Officer and Chief
Financial  Officer,  has  performed an evaluation of our disclosure controls and
procedures as of December 31, 2005, the end of the period covered by this Annual
Report  on  Form  10-K. Based on that evaluation, which included a review of the
matters  discussed  above,  the  Company's  Chief  Executive  Officer  and Chief
Financial  Officer  concluded  that  the  Company's  disclosure  controls  and
procedures were not effective as of the end of the period covered by this Annual
Report  on  Form 10-K.  Each of the Chief Executive and Chief Financial Officers
has  provided  the certifications required by Exchange Act Rule 13a-14(a), which
are attached to this annual report as Exhibits Nos. 31.1 and 31.2.  Management's
assessment  pursuant  to  Section  404  of  Sarbanes-Oxley  of  the registrant's
internal  controls  over  financial  reporting  is  not  yet  required  for  the
registrant,  and  is  therefore  not  included.

CHANGES  IN  INTERNAL  CONTROLS

     There  were no changes to the Company's internal controls made during 2005.
The  Company's  management  believes,  however,  that  substantial  remediation
measures  are  required in order to improve the Company's internal controls. The
Company  believes that the material weaknesses identified above resulted in part
from  inadequate  staffing  and  training  within  the  Company's  finance  and
accounting  group,  and  the Company believes that the process of preparing this
Annual  Report  on  Form  10-K and the related review of the Company's financial
statements  for the years ended December 31, 2005, 2004 and 2003 has resulted in
a significant improvement in the finance and accounting staff's familiarity with
the  accounting  and  financial  treatment  of  the issues identified above. The
Company's  management  is  in  the  process  of  reviewing  whether  additional
accounting  and  financial  management  staff should be retained, and intends to
review  the  question  of  whether  it  should utilize additional, or different,
outside  resources. Although the Company believes that progress has been made in
addressing the material weaknesses in its internal controls discussed above, the
Company's  management  intends  to  continue  to  work  to  improve its internal
controls.

                                       65
<PAGE>


ITEM  9B.  OTHER  INFORMATION.

      Not  applicable.

                                       66
<PAGE>

                                    PART III


ITEM  10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT.

     The following table sets forth certain information concerning the executive
officers  and  directors  of  the  Company:
<TABLE>
<CAPTION>



NAME                     AGE                   OFFICE
-----------------------  ---  ----------------------------------------
<S>                      <C>  <C>
William Branch(1)         60  Chairman and Director
Richard M. Christman(2)   55  Chief Executive Officer and Director
John Henderson            43  Chief Financial Officer
Randall Paulfus (3)       59  Interim Chief Financial Officer
Michael Brotherton        44  Chief Operating Officer
Ann Montgomery            39  Vice President of Finance, Treasurer
Allen A. Deutsch          55  President of AP Division
David L. Vettel           47  President of GSI International Division
Charles Jordan            49  President of Cumberland Division
Dennis E Schwieger        64  President of Grain Division
William A. Watson II      44  Vice President of World Wide Engineering
Michael W. Choe(1)        34  Director, Secretary
Andrew S. Janower(1)      37  Director
Kim Davis(1)              52  Director
Paul Farris(4)            59  Director
</TABLE>


(1)     Directors  since  May  16,  2005.
(2)     Director  since  August  2005.
(3)     Effective  January  30,  2006, Randall Paulfus resigned as Interim Chief
Financial Officer.  The Company appointed Robert E. Girardin to serve as Interim
Chief  Financial Officer, effective January 30, 2006.  Effective on February 13,
2006,  the  registrant  appointed  John  Henderson as Chief Financial Officer to
replace  Mr.  Girardin.
(4)     Director  since  February  15,  2006.

     WILLIAM  BRANCH  became  our  Chairman  and Interim Chief Executive Officer
promptly  following  the closing of the Acquisition.  In August 2005, Mr. Branch
resigned as President and Chief Executive Officer, but remains as Chairman.  Mr.
Branch is the former Chairman and Chief Executive Officer of Masland Industries,
a  global designer and manufacturer of interior trim and acoustic components for
the  automotive  industry,  and  served  in that capacity from 1986 to 1996.  In
1990,  Mr.  Branch  teamed  with  Bain  Capital  and Kelso & Company to purchase
Masland  Industries  in a leveraged buyout, eventually taking the company public
in  a  1993  initial  public offering and then selling it to Lear Corp. in 1996.
From  1997  to 1999, Mr. Branch was Chief Executive Officer of Precision Fabrics
Group,  Inc.,  a  privately  held  specialty  textile  company,  where  he led a
restructuring  of  the  business  that included a lean manufacturing initiative.
Since  1999,  Mr.  Branch  has  consulted  in a variety of industries, including
textiles,  automotive  components  and building materials, while also serving as
the  director  of  Precision Fabrics and Sto Corp., a multinational construction
materials company.  Mr. Branch received his B.A. from the University of Maryland
and  is  a  veteran  of  the  U.S.  Air  Force.

     RICHARD  M. CHRISTMAN became our Chief Executive Officer in September 2005.
Prior  to  joining  the  Company, Mr. Christman spent more than 30 years at Case
Corporation  and  its successor company CNH, a global leader in construction and
agricultural  equipment.  His  recent leadership positions there include serving
as  president of multi-billion dollar operating units.  Since February 2005, Mr.
Christman  served as Chief Commercial Governance and Supply Chain Officer of CNH
Global.  From  January  2003  through  February  2005,  Mr.  Christman served as
President  of  CNH Global's Agricultural North America and Australia New Zealand
Region.  From  July  2000  through January 2003 he was President of CNH Global's
Case  IH Agricultural Business.  He also served on the Board of Directors of the
Association of Equipment Manufacturers.  Mr. Christman holds a bachelor's degree
in  mechanical  engineering  from Rose Hulman Institute of Technology and an MBA
from  the  University  of  Michigan.

     JOHN  HENDERSON  became  our Chief Financial Officer in February 2006.  Mr.
Henderson has more than twenty years of experience with Case Corporation and its
successor  company  CNH Global, a global leader in construction and agricultural
                                       67
<PAGE>
equipment,  and  its  affiliates,  including  the  past  eight  years  as a Vice
President.  He  was  most recently Vice President and Controller, North American
Agricultural  Business.  Mr.  Henderson  holds a Bachelor of Science Degree from
the  University  of  Wisconsin  and  a  Masters  of Business Administration from
Marquette  University.

     RANDALL  PAULFUS  joined  the Company in May 2005, became our Interim Chief
Financial  Officer  in  July  2005,  and  resigned  effective  January 30, 2006.
Concurrently,  Mr.  Paulfus  will  remain  a partner of Tatum CFO Partners, LLP,
which  he joined in 1998. From November 2003 to June 2005, Mr. Paulfus served as
Chief  Financial  Officer  for  Enerl,  Inc., a battery research and development
company. Prior to joining Enerl, Inc., Mr. Paulfus served as Chief Restructuring
Officer for Nitram, Inc., a fertilizer manufacturer. Previously, Mr. Paulfus had
held  Chief Financial Officer positions with Aviation Systems, Inc., an airplane
parts  provider,  and  Mosler  Inc.,  a  security  systems.

     MICHAEL  BROTHERTON joined the Company in October 2002.  Mr. Brotherton has
been  the  Chief  Operating  Officer since July 2004.  From October 2002 to July
2004,  he  served  as  Senior  Vice-President  of Operations.  From June 1988 to
September  2002,  he  held  various  management positions culminating with Chief
Operating  Officer  with  Zexel Valeo Compressor U.S.A., Inc., a manufacturer of
compressors  for  the  automotive  industry.

     ANN MONTGOMERY joined the Company in January 2001.  Ms. Montgomery has been
the  Vice-President  of  Finance  since  April 2004.  From January 2001 to April
2004,  she  served as the Corporate Controller.  From June 1998 to January 2001,
she  held  various  management  and finance positions with American General Life
Insurance  Company.  Ms.  Montgomery  is  a CPA, CMA, holds a B.S. in Accounting
from  Culver-Stockton  College  and  an  MBA  from  Sangamon  State  University.

     ALLEN  A. DEUTSCH joined the Company in January 1993.  Mr. Deutsch has been
President of the AP/Cumberland Division since September 2001.  From June 1996 to
September  2001,  he  served as President of the AP Division. From April 1995 to
June 1996, he served as Vice President of the AP Division.  From January 1993 to
April 1995, he served as National Sales Manager of the AP Division.  From August
1983  to  January  1993,  he  served  as  Sales  Manager  of  AAA  Associates,
Incorporated,  a  manufacturer  and  marketer  of livestock ventilation systems,
which  business  was  acquired  by  the  Company  in  January  1993.

     DAVID  L.  VETTEL joined the Company in November 1993.  Mr. Vettel has been
President  of the GSI International Division since December 1995.  From November
1993  to  December  1995,  he  served as Vice President of the GSI International
Division.  From November 1991 to November 1993, he served as International Sales
Manager  of  Chief Industries, Inc., a manufacturer of steel buildings and grain
storage  bins.

     CHARLES  JORDAN  joined  the  Company  in  May  1975.  Mr.  Jordan has been
President  of the Cumberland Poultry Division since October 2003.  From May 1975
to  March  1989,  he  held various management positions with the Grain and Swine
divisions  of GSI.  From March 1989 to February 1999, he held various management
positions  within  the  Cumberland  Division including President.  From February
1999 to February 2002, he left the company to pursue other opportunities.   From
February  2002  to  October  2003,  he  served  as the Director of Distribution.

          DENNIS  E.  SCHWIEGER  became our Grain Division President in December
2005.  Prior  to joining the Company, Mr. Schwieger was Executive Vice President
of  Sales, Marketing, Service, Parts, Overseas Operations, and Strategy/Business
Development  at the Jacobsen Division of Textron Corporation, a global leader in
golf  turf  and commercial turf machinery. In that capacity, Mr. Schwieger drove
various  initiatives to focus on key marketing and operational issues and served
as  a  member  of the Textron Corporate Strategy Council. From 1995 to 2002, Mr.
Schwieger  was  Vice  President  and General Manager of International Supply and
Distribution  at  Valmont  Industries,  Inc.,  the  world's  largest supplier of
irrigation  systems  for  agriculture.  Mr.  Schwieger  has also held leadership
positions at Case Corporation, Massey-Ferguson, Ltd and Deere & Company, and has
served  as  President of the Board of Directors of the North American Irrigation
Association and on the Boards of Directors of Ag Electronics Association-EMI and
Hay  and Forage Industries. Mr. Schwieger holds a B.S. in Mechanical Engineering
from  the  University  of Missouri and an M.B.A. from the University of Northern
Iowa.

          WILLIAM  A.  WATSON,  II  became  our  Vice  President  of  World Wide
Engineering  in  December  2005. From November 1990 to December 2005, Mr. Watson
held  various  leadership  positions  at  Lear  Corporation,  one of the world's
leading  automotive interior systems suppliers. From July 2001 to December 2005,
Mr.  Watson  served  as  Director of Global Business Practices-Product Lifecycle
Management.  In  this  capacity,  Mr.  Watson led the management team to develop
cross-functional  business  process  improvements  and  standardization.  From
December  2002  to  July  2001,  Mr.  Watson  served  as  Director  of  Product
Engineering.  Mr. Watson has also held leadership positions at McDonnell Douglas
                                       68
<PAGE>
and  Noranda Aluminum Incorporated. Mr. Watson serves as a member of the Society
of  Automotive  Engineers,  the American Society of Mechanical Engineers and the
National  Society  of  Professional  Engineers.  Mr.  Watson  holds  a  B.S.  in
Mechanical  Engineering  from  University  of  Missouri,  Rolla.

     MICHAEL  W.  CHOE  joined Harvard Private Capital Group, the predecessor to
Charlesbank,  in  1997.  He  was appointed a managing director of Charlesbank in
2006.  Previously,  Mr.  Choe  worked at McKinsey & Company, where he focused on
corporate  strategy work in healthcare media and industrial products, and at the
Korea Development Institute in Seoul, South Korea.  Mr. Choe serves on the board
of  GSI.  He  is  a  graduate  of  Harvard  University,  with  a  BA in Biology.

     ANDREW  S. JANOWER joined Harvard Private Capital Group, the predecessor to
Charlesbank,  in  1996.  He  was appointed a managing director of Charlesbank in
2002.  Mr.  Janower's  previous  experience  includes  working  as  a  research
associate  in  entrepreneurial  finance  at the Harvard Business School and as a
consultant  at  Bain  &  Company,  where  he  focused on industrial and consumer
products,  business services and distribution.  Mr. Janower serves on the boards
of various private companies. He earned a BS in economics, magna cum laude, from
the  Wharton  School  at the University of Pennsylvania, and an MBA from Harvard
University  with  Baker  Scholar  honors.  He  is  also  a  CPA.

     KIM DAVIS.  Prior to co-founding Charlesbank Capital Partners in July 1998,
Mr.  Davis  was a Managing Director of Harvard Private Capital Group.  He joined
Harvard Private Capital in 1997, having worked with the Principals since a joint
investment  in  1992.  Previously,  Mr.  Davis  was at Kohlberg & Co. as General
Partner,  at  Weiss,  Peck  &  Greer  as  Partner  and  at  General  Motors  and
Dyson-Kissner-Moran  in  various  positions.  Mr.  Davis serves on the boards of
various  private  companies.  He  was  appointed  by  President  Clinton  to the
Baltic-America  Enterprise  Fund  in 1994 and is also a member of the Council on
Foreign  Relations  and  the  Economic  Council  of  Common  Good. A former vice
chairman  of  the  Harvard  College  Fund, he currently is a member of Harvard's
Committee  on University Resources.  Mr. Davis graduated from Harvard University
with  a  BA  in  history  and  also  holds  an  MBA  from  Harvard.

     PAUL  FARRIS.  Mr.  Farris  is  the  Landmark  Communications  Professor of
Business  Administration  at  the Darden School of Business of the University of
Virginia, where he teaches marketing and e-business courses in the school's MBA,
doctoral and executive programs.  Prior to his appointment to the Darden faculty
in  1980,  he  taught  at  the Harvard Business School, and previously worked in
marketing  management  for  Unilever  in  Germany and for the Lintas advertising
agency.  He  currently serves on the Board of Directors of Sto, Inc.  Mr. Farris
holds  a  Bachelor's  Degree  in Science from the University of Missouri, an MBA
from  the  University  of  Washington  and  a  DBA  from  Harvard.

     The  Company's  bylaws  provide  that the number of directors shall be two,
however,  the Board of Directors by resolution have increased the number to six.
Each director is elected to serve until the next annual meeting and until his or
her  successor  has  been  elected  and  qualified  or  until his or her earlier
resignation  or  removal.  Executive  officers  are  elected  by  the  Board  of
Directors  and  serve  until their successors have been elected and qualified or
until  their  earlier  resignation  or  removal.

     The  registrant  has  a  separately-designated  standing  audit  committee
established  in  accordance  with  Section 3(a)(58)(A) of the Exchange Act.  The
audit  committee  consists  of Michael W. Choe, Andrew S. Janower, Kim Davis and
Paul  Farris.  Mr.  Choe  serves  as  the  financial  expert.

     The registrant has adopted a code of ethics and corporate conduct, which is
filed  as Exhibit 14.1 to this annual report, and the registrant has also posted
the  full  text  of  this  Corporate Code of Conduct and Compliance Policy dated
April  6,  2006,  on  its  internet  website,  which  can  be  accessed  at
www.grainsystems.com.  This  code  applies  to  all  of  the  employees  of  the
               -----
registrant,  including  its chief executive officer, chief financial officer and
principal  accounting  officer.  A copy of such code of ethics will be supplied,
free  of  charge, upon written request made to Ann Montgomery, Vice President of
Finance,  at  the  registrant's  principal  place  of  business  in  Assumption,
Illinois.  No  amendments  to,  nor  waivers from any of the provisions of, this
code  of  ethics  were  made  in  fiscal  year  2005.

                                       69
<PAGE>
ITEM  11.  EXECUTIVE  COMPENSATION.

     The  following  table  sets  forth in summary form all compensation for all
services  rendered  in all capacities to the Company for the year ended December
31,  2005  of  the  Company's  Chairman of the Board and the other five most the
highly  compensated  executive officers of the Company (the "Named Executives").
<TABLE>
<CAPTION>

                                       SUMMARY COMPENSATION TABLE

                                                                                                   L-T
                                                                       COMPENSATION
                                                                          AWARDS
                                                                        SECURITIES
                                                                       -------------
                                                          ALL OTHER     UNDERLYING
NAME & PRINCIPAL POSITION   YEAR  ANNUAL COMPENSATION   COMPENSATION    OPTIONS(1)
--------------------------
                                         SALARY             BONUS
                                  --------------------  -------------
<S>                         <C>   <C>                   <C>            <C>            <C>         <C>
Richard Christman (2)       2005  $             87,365  $          --                 $32,252(3)  20,000
                            2004  $                 --  $          --                 $      --       --
                            2003  $                 --  $          --                 $      --       --

William Branch(4)           2005  $             59,615  $          --                 $      --   12,500
                            2004  $                 --  $          --                 $      --       --
                            2003  $                 --  $          --                 $      --       --

Russell C. Mello(5)         2005  $            208,594  $     150,000                 $50,346(6)      --
                            2004  $            193,281  $          --                 $      --       --
                            2003  $            113,102  $      30,000                 $      --       --

Randall Paulfus(7)          2005  $            153,785  $          --                 $      --       --
                            2004  $                 --  $          --                 $      --       --
                            2003  $                 --  $          --                 $      --       --

Ann Montgomery(8)           2005  $             84,423  $      35,000                 $   844(9)   1,250
                            2004  $             72,808  $          --                 $   728(9)      --
                            2003  $             64,615  $          --                 $   646(9)      --

</TABLE>


(1)     Consists  of  options granted at fair market value to purchase shares of
common  stock  of  GSI  Holdings.
(2)     Hired  on  September  1,  2005  as  Chief  Executive  Officer.
(3)     Includes  $3,047  auto  allowance  and  $29,205  moving  allowance.
(4)     Acted  as Interim Chief Executive Officer from May 16, 2005 to September
1,  2005.
(5)     Acted  as  Chief Executive Officer from July 8, 2004 to May 16, 2005 and
as  Chief  Financial  Officer  from  May  16,  2005  to  July  5,  2005.
(6)     Includes  $46,154  severance;  $2,384  auto  allowance;  and $1,808 401K
matching.
(7)     Hired  on  July  5,  2005  as  Interim Chief Financial Officer; resigned
effective  January  30,  2006.
(8)     Vice  President  of  Finance.
(9)     401K  matching  funds.

                                       70
<PAGE>

<TABLE>
<CAPTION>

                            OPTION GRANTS IN LAST FISCAL YEAR

                                      % of
                                     Total
                       Number of    Options
                      Securities    Granted
                      Underlying       To       Exercise                        Grant
                        Options    Employees    Or Base                          Date
                        Granted    In Fiscal     Price        Expiration       Present
Name                      (#)         Year       ($/Sh)         Date(1)        Value $
<S>                   <C>          <C>         <C>         <C>                <C>

Richard Christman          20,000      24.72%  $      100  Time/Performance   $2,000,000
William Branch             12,500      15.45%  $      100  Time/Performance   $1,250,000
Ann Montgomery              1,250       1.55%  $      100  Time               $  125,000
All other employees        47,150      58.28%  $      100  Time/Performance   $4,715,000

Total (2)                  80,900     100.00%  $      100                     $8,090,000

</TABLE>


(1)Options  are  vested over a 5 year time period or are vested on a performance
based  schedule.
(2)None  of  these  options  were  exercised.

COMPENSATION  COMMITTEE  INTERLOCKS  AND  INSIDER  PARTICIPATION

     The  Company formed a Compensation Committee in August 2005 and consists of
Michael  Choe,  Andrew  Janower,  Kim  Davis and Paul Farris. All members of the
Company's  Board  of Directors participated in deliberations regarding executive
officer  compensation during 2005. During 2005, no member of the Company's Board
of  Directors  served as a director or a member of the compensation committee of
any  other  company  of  which  any  executive officer served as a member of the
Company's  Board  of  Directors  during  2005.

DIRECTOR  COMPENSATION

     There  is  $25,000  annual  compensation  for  Director  Paul  Farris.

ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT
               AND  RELATED  STOCKHOLDER  MATTERS.

The  following  table  sets  forth  certain  information  giving  effect  to the
Acquisition  with  respect  to  shares of our voting common stock and non-voting
common  stock.
<TABLE>
<CAPTION>


                                                                                       Non-Voting
                                       Voting Common Stock               Common Stock
                                            Number of       Percentage                 Number of   Percentage
                                       -------------------
Name and Address of Beneficial Owner         Shares          Of Voting                   Shares     Of Voting
<S>                                    <C>                  <C>          <C>           <C>         <C>

GSI Holdings Corp.(1) (2)                          626,948      100.00%                   200,000      100.00%


</TABLE>



(1)     GSI  Holdings  is  primarily owned by Charlesbank Equity Fund V, Limited
Partnership,  and by related coinvestment funds. Approximately 12% of the common
stock  of  GSI  Holdings  is  owned  by  unrelated  investment funds and certain
individual  management  and  non-management  investors.
(2)     GSI  Holdings  shares  of  the  registrant have been pledged to Wachovia
Capital  Finance  under  the  Credit  Facility  which means that if there were a
default  under such credit facility and Wachovia Capital Finance were to acquire
beneficial  ownership  to  these  shares  there could potentially be a change in
control  of  the  registrant.

                                       71
<PAGE>


SECURITY  OWNERSHIP  OF  MANAGEMENT IN REGISTRANT'S PARENT COMPANY, GSI HOLDINGS
CORP.
<TABLE>
<CAPTION>



                                                                    VOTING COMMON STOCK
<S>                                                                 <C>                  <C>
                                                                    NUMBER OF            PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER                                SHARES               VOTING
------------------------------------------------------------------  -------------------  --------------
Directors and executive officers as a group ( 11 persons in group)               31,850           5.64%
Other management as a group (20 persons in group)                                20,450           3.62%

Total Director and Management ownership*                                         52,300           9.26%

</TABLE>


*An  employee  of  the  Company's Brazilian subsidiary owns 15% of the Brazilian
subsidiary.  The  employee  ownership  is  capped  at  15%.



                                       72
<PAGE>

ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

MANAGEMENT  EQUITY  INVESTMENTS

     In  October 2005, certain members of our senior management team and certain
other individual investors purchased approximately 10% of the outstanding shares
of  GSI  Holdings'  common stock for $100.00 per share, the same price per share
paid  by GSI Holdings in the Acquisition. The following table sets forth certain
information  with  respect  to  stock  purchases  by  our  directors,  our Chief
Executive  Officer  and  by the other executive officers identified herein under
"Executive  Compensation."  Each  of  the  stockholders listed below, except for
Richard  M.  Christman, currently owns less than 1% of the outstanding shares of
common  stock  of  GSI  Holdings.  Mr.  Christman  currently  owns  1.77% of the
outstanding  shares  of  common  stock  of  GSI  Holdings.
<TABLE>
<CAPTION>


                                 Relationship to             Nature of Interest in the   Amount of Individual's
Name of Owner                    The Registrant                    Transaction(s)              Transaction
<S>                   <C>                                    <C>                         <C>

Richard M. Christman  Chief Executive Officer and Director   Stockholder                 $             1,000,000
                      (The GSI Group and GSI Holdings)

William Branch        Chairman(The GSI Group and             Stockholder                 $               500,000
                      GSI Holdings)

Paul Farris           Director (The GSI Group and            Stockholder                 $               100,000
                      GSI Holdings)

Ann Montgomery        Vice President of Finance              Stockholder                 $               100,000
</TABLE>




     In  connection  with  these  purchases,  GSI  Holdings  entered  into Stock
Purchase  and  Management  Equity  Agreements  with  each  of Richard Christman,
William  Branch,  Paul  Farris  and  Ann Montgomery in October 2005. Because Mr.
Christman  purchased his shares of common stock of GSI Holdings in two tranches,
GSI  Holdings  entered  into  a  second  Stock  Purchase  and  Management Equity
Agreement  with Mr. Christman in December 2005. Such agreements set forth, among
other  things,  the  terms  of  the  stock  purchases,  transfer  restrictions,
repurchase  rights  and  certain  sale/purchase  rights  and  certain  piggyback
registration  rights.  A  form of such agreements is filed as an exhibit to this
registration  statement.

     The  Stock  Purchase and Management Equity Agreements generally (i) provide
that the investors acknowledge that they are "accredited investors" and that the
shares  purchased  are  not freely transferable in the absence of a registration
statement  or an appropriate exemption therefrom; (ii) that the purchased shares
shall  not  be  transferable  prior  to  the expiration of 180 days following an
initial  public  offering  of  GSI  Holdings, with certain specified exceptions;
(iii)  in  the  event  the  investor  ceases  to be employed by or to serve as a
director  or consultant to the Company for any reason prior to an initial public
offering  of  GSI  Holdings, then GSI Holdings shall have the right, but not the
obligation,  within  certain  specified  periods  of  time,  to  repurchase such
investor's  shares  at  their  fair market value, unless such termination is for
cause  or by reason of failure to comply with the investor's Executive Severance
and  Restrictive  Covenant  Agreement, in which case the purchase price shall be
the  lower  of  fair market value or the investor's cost for the shares; (iv) if
underwriters  for  an  underwritten  public  offering of the GSI Holdings common
stock  so  request,  then the investor agrees not to sell or transfer any shares
other than those being offered in such offering for a period of either 90 or 180
days  (the  longer  period  if  this  is  an  initial public offering) following
effectiveness  of the registration statement in such public offering; (v) if any
principal  stockholder of GSI Holdings (as defined in the agreement) proposes to
enter  into  a transaction in which he, she or they shall transfer a controlling
interest  in GSI Holdings, then they may require the investor to be obligated to
sell  his  or  her  shares in the same transaction for the same price and on the
same  terms;  (vi) in the event that any principal stockholder proposes to enter
into a transaction in which they shall transfer more than 50% of the outstanding
shares  held by all principal stockholders, the investor shall have the right to
participate  in  such  transfer  at  the same price and on the same terms to the
extent  of  his or her proportionate percentage of the shares to be transferred;
(vii) in the event GSI Holdings proposes to issue any securities other than debt
securities,  and  subject  to  certain  other specified exceptions, the investor
shall be entitled to participate in such issuance pro rata; (viii) provides that
                                       73
<PAGE>
the  investor  shall be entitled to certain information concerning GSI Holdings;
and  (ix)  requires  the  investor to enter into a registration rights agreement
with GSI Holdings containing provisions for when securityholders of GSI Holdings
may  cause it to register shares in an underwritten public offering and granting
certain  registration  rights  to  the  investor in the event of an underwritten
public  offering.

CORPORATE  DEVELOPMENT  AND  ADMINISTRATIVE  SERVICES  AGREEMENT

     In  connection  with  the  closing  of the Acquisition, we and GSI Holdings
entered  into  a  10-year  Corporate  Development  and  Administrative  Services
Agreement  with  Charlesbank,  pursuant to which Charlesbank will assist us with
certain  corporate  development  activities  and  will  provide  us with certain
administrative  services.  Pursuant  to  that  agreement,  Charlesbank  will  be
entitled  to  receive  a $600,000 per year monitoring fee, payable quarterly, in
addition  to  a  1%  transaction  fee  on  future acquisitions, dispositions and
financings,  together with reimbursement of reasonable out-of-pocket expenses in
connection  with  the  provision  of  such services to us and indemnification of
Charlesbank  and  its  affiliates,  officers  and  directors  against  claims or
liabilities  relating  to  that agreement. Payment of monitoring and transaction
fees  will  be  subordinated  to  payments on our refinanced credit facility and
these  notes.

EXECUTIVE  SEVERANCE  AND  RESTRICTIVE  COVENANT  AGREEMENTS  WITH DIRECTORS AND
SENIOR  MANAGEMENT

     Immediately  following the Acquisition, we entered into Executive Severance
and  Restrictive  Covenant  Agreements with each of our executive officers. Such
agreements include provisions that prohibit the executive from competing with or
soliciting  clients of the Company during his employment period and for a period
of  18  months thereafter if the executive has more than ten years of service at
the  Company or 12 months thereafter if the executive has less than ten years of
service  at  the  Company,  soliciting  employees  of  the  Company  during  his
employment  period  and  for  a  period  of three years thereafter or disclosing
confidential  information  of  the Company or its subsidiaries or affiliates. In
addition,  such agreements impose certain obligations on us upon the termination
of  the  executive's  employment,  including,  under  certain circumstances, the
payment of severance, the continuation of benefits and the continued vesting and
exercisability  of certain equity based compensation. In the event of the breach
by  the  executive  of  any  of  the  restrictive covenants described above, the
executive will forfeit certain severance payments, equity based compensation and
amounts  received  in  connection with such equity based compensation. A form of
such agreements is filed as an exhibit to this registration statement. A similar
agreement  was entered into by the Company with Richard M. Christman in November
2005.

STOCK  OPTION  AGREEMENTS  WITH  DIRECTORS  AND  SENIOR  MANAGEMENT

     In October 2005, GSI Holdings entered into Stock Option Agreements with its
chairman,  each of its executive officers, Paul Farris and certain non-executive
officers. Under such agreements, GSI Holdings granted to each of the above-named
directors  and  officers  non-qualified options to purchase additional shares of
GSI  Holdings'  common  stock under the GSI Holdings Corp. 2005 Management Stock
Incentive  Plan.  Such  granted  options shall vest 20% annually for a period of
five  years  and have an exercise price of $100.00 per share, the same price per
share paid by GSI Holdings in the Acquisition. Upon a change in control in which
there  is  a  change  in  ownership of GSI Holdings of more than 50%, unless the
acquiring company assumes or provides substitute options for the options of each
of  the  above-named directors and officers, all such holder's options will vest
and  become  exercisable  immediately  preceding  the  change in control. If the
acquiring  company assumes or provides substitute options for the options of any
of  the  above-named  directors and officers, GSI Holdings will take all actions
reasonably  necessary  to  ensure  that  the acquiring or succeeding corporation
provides that any such assumed or substituted options granted to the above-named
officers  become  fully vested and exercisable for 30 days after the termination
of such officer's employment in the event of termination other than for cause or
good  reason  within  12 months after the occurrence of the change in control. A
form  of  such agreements is filed as an exhibit to this registration statement.
At  the  same time, GSI Holdings entered into additional Stock Option Agreements
with  each  of  Mr.  Christman  and  Mr.  Branch  providing  for  the  grant  of
non-qualified  options  to  purchase  additional  shares of GSI Holdings' common
stock  under  the  GSI Holdings Corp. 2005 Management Stock Incentive Plan. Such
granted  options  shall  have  an  exercise price of $100.00 per share, the same
price  per  share  paid by GSI Holdings in the Acquisition. Such granted options
shall  vest  on a pro rata basis, based on the level of return on investment for
certain stockholders, upon the satisfaction of certain conditions, including the
occurrence  of  a  sale of the Company or other liquidity event, provided that a
minimum  internal  rate of return and multiple of investment is obtained. A form
of  such  agreements  is  filed  as  an  exhibit to this registration statement.

OTHER  RELATED  PARTY  TRANSACTIONS

     The  Company  conducts transactions in the ordinary course of business with
companies  owned  by  the  Segatt  family,  a  member  of  which  is  a minority
shareholder of a subsidiary of the Company.  Such transactions generally consist
                                       74
<PAGE>
of  purchases  of  materials, freight payments, and commissions that amounted to
$979,499, $925,786 and $564,362 for 2005, 2004 and 2003, respectively, and sales
of  poultry  equipment that amounted to $288,351, $296,681 and $99,815 for 2005,
2004  and  2003,  respectively.

     The  Company  conducts transactions in the ordinary course of business with
Reliance,  a supplier of poultry equipment, which is owned by an employee of the
Company.  Such  transactions  generally  consist  of  purchases of materials for
poultry  equipment  that  amounted to $108,896, $958,040 and $238,095 from 2005,
2004  and  2003,  respectively,  and sales of poultry equipment that amounted to
$410,464,  $150,127  and  $239,005  from  2005,  2004  and  2003,  respectively.

     The  Company  makes  sales  in  the  ordinary course of business to Mayland
Enterprises,  a  distributor  of grain equipment that is owned by an employee of
the  Company.  Such  transactions  generally consist of sales of grain equipment
and  amounted  to  $11,274,  $41,178  and  $89,348  for  2005,  2004  and  2003,
respectively.

     The  Company believes that these transactions were, and future transactions
with  Charlesbank  Capital  Partners,  the  Segatt family, Reliance, and Mayland
Enterprises  will  be, on terms no less favorable to the Company than could have
been  obtained  from  an  independent third party in 'arm's length transactions.

     Charlesbank  Capital Partners holds $8.0 million of the senior notes of the
Company,  which  accounts  for  approximately  7.3%  of  the total senior notes.

     The  following  were  related  parties from January 1 - May 16, 2005.  They
ceased  being  related  parties  at  the  date  of  the  Acquisition.

     The  Company  made  sales  in  the  ordinary  course  of  business to Sloan
Implement  Company,  Inc., a supplier of agricultural equipment that is owned by
family  members  of  a  former  stockholder  of  the  Company. Such transactions
generally  consisted  of  sales  of  grain  equipment  and amounted to $155,052,
$487,439  and  $125,920  for  2005,  2004  and  2003,  respectively.

     The  Company  made sales in the ordinary course of business to Larry Sloan,
who is a family member of a former stockholder of the Company. Such transactions
generally  consisted of sales of grain equipment and amounted to $3,922, $24,193
and  $72,619  for  2005,  2004  and  2003,  respectively.

     The  Company  had  a  contract  with  BMA  Consulting, Inc. (BMA) where BMA
provided  consulting services in the ordinary course of business to the Company.
BMA  is owned by a former shareholder of the Company. Such transactions amounted
to  $16,352  and  $699,210  for  2004  and  2005,  respectively.

     The  Company conducted transactions in the ordinary course of business with
RAD  Properties,  a  corporation owned by Craig Sloan, former shareholder of the
Company.  Such  transactions generally consisted of rent and lease payments that
amounted  to  $0,  $216,200  and  $302,900 in 2005, 2004 and 2003, respectively.

ITEM  14.   PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES.

AUDIT  FEES

     The  aggregate  fees  billed  by  BKD  LLP,  the Company's principal public
accountants,  for  the  fiscal  years  ended  December  31,  2005  and  2004 for
professional  services  rendered for the audit of the Company's annual financial
statements  and  review  of  financial  statements  included  in  the  Company's
Quarterly  Reports  on  Form  10-Q  for  those  fiscal  years were approximately
$444,146  and  $116,750,  respectively.

AUDIT-RELATED  FEES

     The  aggregate  fees  billed by BKD LLP for the fiscal years ended December
31,  2005  and  2004 for audit-related services, which included an annual profit
sharing  audit,  an  S-4  filing  and  various  SEC  response  letters,  were
approximately  $179,257  and  $4,850,  respectively.

TAX  FEES

     The  aggregate  fees  billed by BKD LLP for the fiscal years ended December
31,  2005  and  2004  for tax-related services, which included international tax
issues  and  Form  5500,  were  approximately  $900  and  $600,  respectively.

                                       75
<PAGE>


ALL  OTHER  FEES

     The  Company did not engage its principal public accountants to provide any
other  services  for  the  fiscal  years  ended  December  31,  2005  and  2004.

AUDIT  COMMITTEE

     Pursuant  to  its  objectives  and  discussions  of  its  charter,  not yet
finalized,  the  Audit  Committee  which  was  recently  appointed,  has  the
responsibility  to  select,  evaluate,  and  where  appropriate,  recommend  the
replacement  of  its  independent  auditors.  The  Audit  Committee  is directly
responsible  for  determining the compensation and for overseeing the work to be
performed by its independent auditors.  The independent auditors report directly
to  the  Audit  Committee.  The  Audit  Committee's policy is to pre-approve all
auditing  and permitted non-auditing services to be performed for the registrant
by  its independent auditors.  In the event that pre-approvals for such auditing
services  and  non-auditing  services  cannot  be obtained from the entire Audit
Committee  as  a result of inherent time constraints in the matter for which the
services  are  required,  the designated financial expert of the Audit Committee
has been granted authority to pre-approve such services, and he will then report
for  ratification  such  pre-approval  to  the  full Audit Committee at its next
scheduled  meeting.  The  Audit  Committee  has complied with the procedures set
forth  above  since  its  formation.

                                       76
<PAGE>

                                     PART IV


ITEM  15.  EXHIBITS  AND  FINANCIAL  STATEMENT  SCHEDULES.

     (a)(1)  FINANCIAL  STATEMENTS:

          See  "Index  to  Consolidated  Financial  Statements of The GSI Group,
Inc."  set  forth  in  Item  8  hereof.

     (a)(2)  FINANCIAL  STATEMENT  SCHEDULES:

          Schedules  not  listed  above  have  been  omitted  because  they  are
inapplicable  or the information required to be set forth therein is provided in
the  Consolidated  Financial  Statements  or  the  notes  thereto.

     (a)(3)  EXHIBITS:

           A  list  of  the  exhibits  included as part of this Form 10-K is set
forth in the Index to Exhibits that immediately precedes such exhibits, which is
incorporated  herein  by  reference.

                                       77
<PAGE>


                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) THE SECURITIES EXCHANGE
ACT OF 1934, THE GSI GROUP, INC. HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN ASSUMPTION, ILLINOIS ON
APRIL  14,  2006.

                                   The  GSI  Group,  Inc.

                          By:              /s/     Richard  Christman
                                  ------------     ------------------
                                                   Richard  Christman
                                                      Chief  Executive  Officer

     PURSUANT  TO  THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF REGISTRANT IN
THE  CAPACITIES  INDICATED  ON  APRIL  14,  2006.
<TABLE>
<CAPTION>



SIGNATURE                         TITLE
-----------------------  -----------------------
<S>                      <C>
/s/   Richard Christman  Chief Executive Officer
Richard Christman
-----------------------

/s/  John Henderson      Chief Financial Officer
John Henderson
-----------------------

</TABLE>




                                       78
<PAGE>

EXHIBIT  31.1
                                 CERTIFICATIONS
I,  Richard  Christman,  certify  that:

1.  I  have  reviewed  this  Annual  Report on Form 10-K of The GSI Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material  fact or omit to state a material fact necessary to make the statements
made,  in  light of the circumstances under which such statements were made, not
misleading  with  respect  to  the  period  covered  by  this  report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of,  and  for,  the  periods  presented  in  this  report;

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for  the  registrant and have:

a)     Designed  such  disclosure  controls  and  procedures,  or  caused  such
disclosure  controls  and  procedures  to  be designed under our supervision, to
ensure  that  material  information  relating  to  the registrant, including its
consolidated  subsidiaries, is made known to us by others within those entities,
particularly  during  the  period  in  which  this  report  is  being  prepared;

b)     [Paragraph  omitted  pursuant  to SEC Release nos. 33-8392 and 34-49313.]

c)     Evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  and presented in this report our conclusions about the effectiveness
of  the  disclosure controls and procedures, as of the end of the period covered
by  this  report  based  on  such  evaluation;  and

d)     Disclosed  in this report any change in the registrant's internal control
over  financial  reporting  that  occurred during the registrant's fourth fiscal
quarter  that  has  materially  affected,  or is reasonably likely to materially
affect,  the  registrant's  internal  control  over  financial  reporting;  and

5.  The registrant's other certifying officer and I have disclosed, based on our
most  recent  evaluation  of  internal  control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or  persons  performing  the  equivalent  functions):

a)     All  significant  deficiencies  and  material weaknesses in the design or
operation  of  internal  control  over  financial reporting which are reasonable
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and

b)     Any  fraud,  whether  or  not material, that involves management or other
employees  who have a significant role in the registrant's internal control over
financial  reporting.


Date:  April  14,  2006


/s/  Richard  Christman
-----------------------
 Chief  Executive  Officer





                                       79
<PAGE>
EXHIBIT  31.2
                                 CERTIFICATIONS

I,  John  Henderson,  certify  that:

1.  I  have  reviewed  this  Annual  Report on Form 10-K of The GSI Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material  fact or omit to state a material fact necessary to make the statements
made,  in  light of the circumstances under which such statements were made, not
misleading  with  respect  to  the  period  covered  by  this  report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of,  and  for,  the  periods  presented  in  this  report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for  the  registrant and have:

a)  Designed  such disclosure controls and procedures, or caused such disclosure
controls  and  procedures  to  be designed under our supervision, to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  report  is  being  prepared;

b)  [Paragraph  omitted  pursuant  to  SEC  Release  nos. 33-8392 and 34-49313.]

c)  Evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  and presented in this report our conclusions about the effectiveness
of  the  disclosure controls and procedures, as of the end of the period covered
by  this  report  based  on  such  evaluation;  and

d) Disclosed in this report any change in the registrant's internal control over
financial  reporting that occurred during the registrant's fourth fiscal quarter
that  has materially affected, or is reasonably likely to materially affect, the
registrant's  internal  control  over  financial  reporting;  and

5.  The registrant's other certifying officer and I have disclosed, based on our
most  recent  evaluation  of  internal  control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or  persons  performing  the  equivalent  functions):

a)  All  significant  deficiencies  and  material  weaknesses  in  the design or
operation  of  internal  control  over  financial reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and

b)  Any  fraud,  whether  or  not  material,  that  involves management or other
employees  who have a significant role in the registrant's internal control over
financial  reporting.

Date:  April  14,  2006


/s/  John  Henderson
--------------------
Chief  Financial  Officer


                                       80
<PAGE>




EXHIBIT  32.1

                                  CERTIFICATION
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002


In connection with the accompanying Annual Report on Form 10-K of The GSI Group,
Inc.,  a  Delaware  corporation (the "Company"), for the year ended December 31,
2005,  as  filed  with the Securities and Exchange Commission on the date hereof
(the  "Report"),  and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section  906  of  the  Sarbanes-Oxley  Act  of 2002, Richard Christman, as Chief
Executive  Officer of the Company, and John Henderson as Chief Financial Officer
of  the  Company,  hereby  certify  that  the  Report  fully  complies  with the
requirements  of  Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and

 The  information  contained  in  the  Report  fairly  presents, in all material
respects,  the  financial  condition  and  results of operations of the Company.

Dated:  April  14,  2006
/s/  RICHARD  CHRISTMAN
-----------------------
     Richard  Christman
                         Chief  Executive  Officer


/s/  JOHN  HENDERSON
--------------------
John  Henderson
Chief  Financial  Officer




     This  certification shall not be deemed "filed" by the Company for purposes
of  Section  18  of  the  Securities  Exchange  Act  of 1934.  In addition, this
certification  shall  not  be  deemed  to  be incorporated by reference into any
filing  under the Securities Act of 1933 or the Securities Exchange Act of 1934.

A  signed  original  of  this  written  statement required by Section 906 of the
Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained
by  the  Company  and furnished to the Securities and Exchange Commission or its
staff  upon  request.


                                       81
<PAGE>
<TABLE>
<CAPTION>

                                                INDEX TO EXHIBITS



EXHIBIT
  NO.    DOCUMENT DESCRIPTION
         -------------------------------------------------------------------------------------------------------
<C>      <S>


    2.1  Asset Purchase Agreement, dated October 31, 2004, by and between The GSI Group, Inc., The GSI
         Group (Canada) Co. and UHI Canada, Corporation. (7)
    2.2  Stock Purchase Agreement, dated December 22, 2004, by and between The GSI Group, Inc.,
         And Kenneth Stonecipher. (7)
    2.3  Asset Purchase Agreement, dated December 22, 2004, by and between The GSI Group, Inc.,
         And Hog Slat, Inc. (7)
    3.1  Amended and Restated Articles of Incorporation of The GSI Group, Inc., as amended as of
         October 23, 1997 (1)
    3.2  By-Laws of The GSI Group, Inc, as amended. (8)
    4.1  Indenture, dated November 1, 1997, between The GSI Group, Inc. and LaSalle National Bank, as
         Trustee, including forms of the Old Notes and the New Notes issued pursuant to such Indenture. (1)
    4.2  First Supplemental Indenture, dated December 19, 1997, between The GSI Group, Inc. and LaSalle
         National Bank, as Trustee, amending Indenture dated November 1, 1997, between The GSI Group, Inc.
         Group, Inc. and LaSalle National Bank, as Trustee, to qualify such Indenture under the Trust Indenture
         Act of 1939. (1)
    4.3  Second Supplemental Indenture, dated December 19, 1997, executed by David Manufacturing Co.,
         Amending Indenture dated November 1, 1997, between The GSI Group, Inc. and LaSalle National Bank,
         as Trustee, to add David Manufacturing Co. as a Guarantor under such Indenture. (1)
    4.4  Agreement of The GSI Group, Inc. to furnish the Securities and Exchange Commission with a
         Copy of certain instruments relating to long-term debt of The GSI Group, Inc. upon request. (1)
    4.5  Indenture, dated as of May 16, 2005, between The GSI Group, Inc., its Guarantors, and U.S. Bank
         National Association, as Trustee, including forms of the Notes issued pursuant to such Indenture. (9)
   10.1  Loan and Security Agreement dated October 31, 2003 between The GSI Group, Inc., as borrower
         And Congress Financial Corporation (Central), as lender. (4)
   10.2  Amendment No. 1 to the October 31, 2003 Loan and Security Agreement, dated July 9, 2004, between
         The GSI Group, Inc., as borrower, and Congress Financial Corporation (Central), as lender. (5)
   10.3  Amendment  No. 2 to the October 31, 2003 Loan and Security Agreement, dated October 19, 2004,
         Between The GSI Group, Inc., as borrower, and Congress Financial Corporation (Central), as lender. (6)
   10.4  Amendment No. 3 to the October 31, 2003 Loan and Security Agreement, dated February 2, 2005,
         Between The GSI Group, Inc., as borrower, and Congress Financial Corporation (Central), as lender. (7)
   10.5  Indemnification Agreement, dated July 1, 2001, by and among The GSI Group, Inc. and John C. Sloan,
         Howard Buffett, Jorge Andrade, and Russell C. Mello. (2)
   10.6  Indemnification Agreement, dated July 7, 2004, between The GSI Group, Inc. and Ann Montgomery. (5)
   10.7  Affirmative Pledge of Assignment of Quotas and Other Provisions Agreement, dated January 1, 2002,
         Between The GSI Group, Inc. and Leonardo Segatt. (7)
   10.8  Severance, Non-Compete and Consulting Agreement between The GSI Group, Inc., and John C. Sloan
         Dated July 8, 2004. (3)
   10.9  Executive Severance and Restrictive Covenant Agreement between The GSI Group, Inc. and Richard
         Christman. (10)
  10.10  Form of Stock Purchase and Management Equity Agreement between GSI Holdings Corp. and certain
         Directors, employees or consultants, dated as of October 6, 2005. (11)
  10.11  Form of Executive Severance and Restrictive Covenant Agreement, dated as of May 16, 2005, between
         The GSI Group, Inc. and its executives. (11)
  10.12  Form of Stock Option Agreement between GSI Holdings Corp. and certain optionees, dated as of
         October 6, 2005. (11)
  10.13  Alternative Form of Stock Option Agreement between GSI Holdings Corp. and certain optionees, dated
         As of October 6, 2005.  (11)
  10.14  Loan and Security Agreement dated May 16, 2005 with Wachovia Capital Finance Corporation (Central),
          as Agent, and other Lenders.
   12.1  Computation of Ratio of Earnings to Fixed Charges.
   14.1  Corporate Code of Conduct
   21.1  List of Subsidiaries of The GSI Group, Inc.
   31.1  Certification of Chief Executive Officer.
   31.2  Certification of Chief Financial Officer
   32.1  Section 906 Certification.



____________


(1)     Incorporated  by  reference from the Company's Registration Statement of
Form  S-4  (Reg.  No.  333-43089) filed with the Commission on December 23, 1997
pursuant  to  the  Securities  Act  of  1933,  as  amended.

(2)     Incorporated  by  reference  from the Company's Form 10-Q filed with the
Commission  on  August  3,  2001  pursuant  to  the  Securities  Act  of  1934.

(3)     Incorporated  by  reference  from  the Company's Form 8-K filed with the
Commission  on  July  16,  2004  pursuant  to  the  Securities  Act  of  1934.

(4)     Incorporated  by  reference  from the Company's Form 10-Q filed with the
Commission  on  November  7,  2003  pursuant  to  the  Securities  Act  of 1934.

(5)     Incorporated  by  reference  from the Company's Form 10-Q filed with the
Commission  on  August  12,  2004  pursuant  to  the  Securities  Act  of  1934.

(6)     Incorporated  by  reference  from the Company's Form 10-Q filed with the
Commission  on  November  10,  2004  pursuant  to  the  Securities  Act of 1934.
                                       83
<PAGE>

(7)     Incorporated  by  reference  from the Company's Form 10-K filed with the
Commission  on  April  15,  2005  pursuant  to  the  Securities  Act  of  1934.

(8)     Incorporated  by  reference  from the Company's Form 10-Q filed with the
Commission  on  May  17,  2005  pursuant  to  the  Securities  Act  of  1934.

(9)     Incorporated  by  reference  from  the Company's Form S-4 filed with the
Commission  on  August  15,  2005  pursuant  to  the  Securities  Act  of  1933.

(10)     Incorporated  by  reference  from the Company's Form 8-K filed with the
Commission  on  November  10,  2005  pursuant  to  the  Securities  Act of 1934.

(11)     Incorporated  by reference from the Company's Form S-4/A filed with the
Commission  on  January  30,  2006  pursuant  to  the  Securities  Act  of 1933.



     SUPPLEMENTAL  INFORMATION  TO  BE  FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION  15(D)  OF  THE  ACT  BY REGISTRANT WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT  TO  SECTION  12  OF  THE  ACT.

The  Company did not send an annual report covering the registrant's last fiscal
year  or  proxy  statement  to  security  holders.

                                       84
<PAGE>



                                                                                                             Exhibit 12.1





TABLE>
<CAPTION>



THE GSI GROUP, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(UNAUDITED)
(Dollars in Thousands)
<S>                                                 <C>                        <C>         <C>         <C>        <C>
                                                    Year ended December 31,

                                                                        2001        2002        2003        2004
                                                    Restated                   Restated    Restated    Restated      2005
Income (loss) from continuing
 Operations before tax                              $                 (2,504)  $ (10,574)  $  (5,338)  $   4,558  $ 3,286
Add fixed charges:
Interest expense on borrowings and
 Amortization of deferred
 Financing costs                                                      14,397      13,010      13,215      14,104   15,074
Interest portion of rent expense                                         656         386         326         278      245
                                                                      15,053      13,396      13,541      14,382   15,319

Adjusted earnings                                                     12,549       2,822       8,203      18,940   18,605

Ratio of earnings to fixed
 Charges                                                               0.83x       0.21x       0.61x       1.32x    1.21x

</TABLE>





                                       85
<PAGE>
<TABLE>
<CAPTION>

                                                                    Exhibit 21.1


                               THE GSI GROUP, INC.
                              LIST OF SUBSIDIARIES
                              --------------------




COMPANY NAME                                            LOCATION
----------------------------------------------------  ------------
<S>                                                   <C>
The GSI Asia Group Sdn. Bhd.                          Malaysia
GSI Cumberland C.A.A.                                 Malaysia
The GSI Group Africa (Proprietary) Limited            South Africa
GSI Cumberland de Mexico, S. de R.L. De C.V.          Mexico
Agromarau Industia E Comercio Ltda.                   Brazil
The GSI Group (Shanghai) C., Ltd.                     China
The GSI Agricultural Equipments (Shanghai) Co., Ltd.  China
Assumption Leasing Company, Inc.                      Illinois
The GSI Group (Canada) Co.                            Canada
The GSI Group (Poland) Sp. Z.o.o.                     Poland
</TABLE>



                                       86
<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>2
<FILENAME>loanandsecurityagreement.txt
<DESCRIPTION>LOAN AND SECURITY AGREEMENT
<TEXT>




                           LOAN AND SECURITY AGREEMENT

                                  BY AND AMONG

                              THE GSI GROUP, INC.,

                                   AS BORROWER

                                       AND

                             GSI HOLDINGS CORP., AND
                        ASSUMPTION LEASING COMPANY, INC.,

                                  AS GUARANTORS

                 WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL),

                                    AS AGENT

                                       AND

                            THE LENDERS NAMED HEREIN,

                                   AS LENDERS


                               DATED: MAY 16, 2005


<PAGE>


                                TABLE OF CONTENTS
                                -----------------
                                                                            PAGE
                                                                            ----
SECTION  1.     DEFINITIONS                                                    1
-----------     -----------
SECTION  2.     CREDIT  FACILITIES                                            31
-----------     ------------------
2.1     Revolving  Loans.                                                     31
---     -----------------
2.2     Letter  of  Credit  Accommodations.                                   32
---     -----------------------------------
2.3     [Intentionally  Omitted].                                             36
---     -------------------------
2.4     Amortization of Fixed Asset Amount and Fixed Asset Acquisition Value  36
---     --------------------------------------------------------------------
2.5     Commitments                                                           36
---     -----------
2.6     Maximum  Revolving  Credit  Increases                                 37
---     -------------------------------------
2.7     Minimum  Revolving  Credit  Reductions                                37
---     --------------------------------------
2.8     Voluntary  Prepayments                                                37
---     ----------------------
2.9     Payment  of  Excess  Borrowings.                                      37
---     --------------------------------
SECTION  3.     INTEREST  AND  FEES                                           37
-----------     -------------------
3.1     Interest.                                                             37
---     ---------
3.2     Fees.                                                                 39
---     -----
3.3     Changes  in  Laws  and  Increased  Costs  of  Loans.                  39
---     ----------------------------------------------------
SECTION  4.     CONDITIONS  PRECEDENT                                         41
-----------     ---------------------
4.1     Conditions Precedent to Closing Date Loans and Letter of Credit
---     ---------------------------------------------------------------
        Accommodations                                                        41
        --------------
4.2     Conditions Precedent to Closing Date and Future Loans and Letter of
---     -------------------------------------------------------------------
        Credit  Accommodations                                                44
        ----------------------
4.3     Additional Conditions Precedent to Exim Revolving Loans and Exim Letter
---     -----------------------------------------------------------------------
        of  Credit  Accommodations                                            44
        --------------------------
SECTION  5.     GRANT  AND  PERFECTION  OF  SECURITY  INTEREST                45
-----------     ----------------------------------------------
5.1     Grant  of  Security  Interest                                         45
---     -----------------------------
5.2     Perfection  of  Security  Interests.                                  46
---     ------------------------------------
SECTION  6.     COLLECTION  AND  ADMINISTRATION                               50
-----------     -------------------------------
6.1     Borrower's  Loan  Accounts                                            50
---     --------------------------
6.2     Statements                                                            50
---     ----------
6.3     Collection  of  Accounts.                                             51
---     -------------------------
6.4     Payments.                                                             52
---     ---------
6.5     Request  For  and  Authorization  to  Make  Loans                     55
---     -------------------------------------------------
6.6     Use  of  Proceeds                                                     55
---     -----------------
6.7     [Intentionally  Omitted].                                             56
---     -------------------------
6.8     Pro  Rata  Treatment                                                  56
---     --------------------
6.9     Sharing  of  Payments,  Etc.                                          56
---     ----------------------------
<PAGE>
                                        i
6.10     Settlement  Procedures.                                              57
----     -----------------------
6.11     Obligations  Several;  Independent  Nature  of  Lenders'  Rights     59
----     ----------------------------------------------------------------
SECTION  7.     COLLATERAL  REPORTING  AND  COVENANTS                         59
-----------     -------------------------------------
7.1     Collateral  Reporting.                                                59
---     ----------------------
7.2     Accounts  Covenants.                                                  60
---     --------------------
7.3     Inventory  Covenants                                                  61
---     --------------------
7.4     Equipment  and  Real  Property  Covenants                             62
---     -----------------------------------------
7.5     Power  of  Attorney                                                   62
---     -------------------
7.6     Right  to  Cure                                                       63
---     ---------------
7.7     Access  to  Premises                                                  64
---     --------------------
SECTION  8.     REPRESENTATIONS  AND  WARRANTIES                              64
-----------     --------------------------------
8.1     Corporate  Existence,  Power  and  Authority                          64
---     --------------------------------------------
8.2     Name;  State  of  Organization;  Chief  Executive  Office;  Collateral
---     ----------------------------------------------------------------------
        Locations.                                                            65
        ----------
8.3     Financial  Statements;  No  Material  Adverse  Change.                65
---     ------------------------------------------------------
8.4     Priority  of  Liens;  Title  to  Properties                           66
---     -------------------------------------------
8.5     Tax  Returns                                                          66
---     ------------
8.6     Litigation                                                            66
---     ----------
8.7     Compliance  with  Other  Agreement  and  Applicable  Laws.            67
---     ----------------------------------------------------------
8.8     Environmental  Compliance.                                            67
---     --------------------------
8.9     Employee  Benefits.                                                   68
---     -------------------
8.10     Bank  Accounts                                                       68
----     --------------
8.11     Intellectual  Property                                               69
----     ----------------------
8.12     Subsidiaries;  Affiliates;  Capitalization;  Solvency.               69
----     ------------------------------------------------------
8.13     Labor  Disputes.                                                     70
----     ----------------
8.14     Restrictions  on  Subsidiaries                                       70
----     ------------------------------
8.15     Material  Contracts                                                  70
----     -------------------
8.16     [Intentionally  Omitted]                                             71
----     ------------------------
8.17     Accuracy  and  Completeness  of  Information                         71
----     --------------------------------------------
8.18     Senior  Indebtedness                                                 71
----     --------------------
8.19     [Intentionally  Omitted]                                             71
----     ------------------------
8.20     New  Disclosures                                                     71
----     ----------------
8.21     Acquisition  Agreement                                               71
----     ----------------------
SECTION  9.     AFFIRMATIVE  AND  NEGATIVE  COVENANTS                         72
-----------     -------------------------------------
9.1     Maintenance  of  Existence.                                           72
---     ---------------------------
9.2     New  Collateral  Locations                                            72
---     --------------------------
9.3     Compliance  with  Laws,  Regulations,  Etc.                           72
---     -------------------------------------------
9.4     Payment  of  Taxes  and  Claims                                       73
---     -------------------------------
9.5     Insurance                                                             74
---     ---------
9.6     Financial  Statements  and  Other  Information.                       75
---     -----------------------------------------------
9.7     Sale  of  Assets,  Consolidation,  Merger,  Dissolution,  Etc         77
---     -------------------------------------------------------------
<PAGE>
                                        ii
9.8     Encumbrances                                                          79
---     ------------
9.9     Indebtedness                                                          80
---     ------------
9.10     Loans,  Investments,  Etc                                            82
----     -------------------------
9.11     Dividends  and  Redemptions                                          86
----     ---------------------------
9.12     Transactions  with  Affiliates                                       87
----     ------------------------------
9.13     Compliance  with  ERISA                                              88
----     -----------------------
9.14     End  of  Fiscal  Years;  Fiscal  Quarters                            88
----     -----------------------------------------
9.15     Change  in  Business                                                 88
----     --------------------
9.16     Limitation  of  Restrictions  Affecting  Subsidiaries                88
----     -----------------------------------------------------
9.17     [Intentionally  Omitted]                                             89
----     ------------------------
9.18     License  Agreements.                                                 89
----     --------------------
9.19     After  Acquired  Real  Property                                      90
----     -------------------------------
9.20     Costs  and  Expenses                                                 91
----     --------------------
9.21     Further  Assurances                                                  91
----     -------------------
9.22     Fixed  Charge  Coverage  Ratio                                       91
----     ------------------------------
9.23     Permitted  Bond  Repurchases                                         92
----     ----------------------------
9.24     Sale  Leasebacks                                                     92
----     ----------------
9.25     [Intentionally  Omitted]                                             92
----     ------------------------
9.26     Exim  Covenants                                                      92
----     ---------------
9.27     Brazil                                                               92
----     ------
SECTION  10.     EVENTS  OF  DEFAULT  AND  REMEDIES                           93
------------     ----------------------------------
10.1     Events  of  Default                                                  93
----     -------------------
10.2     Remedies.                                                            95
----     ---------
SECTION  11.     JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW 98
------------     ------------------------------------------------------------
11.1    Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver 98
----    ---------------------------------------------------------------------
11.2     Waiver  of  Notices                                                 100
----     -------------------
11.3     Amendments  and  Waivers.                                           100
----     -------------------------
11.4     Waiver  of  Counterclaims                                           102
----     -------------------------
11.5     Indemnification                                                     102
----     ---------------
11.6     Limited  Recourse  Against  Holdings                                102
----     ------------------------------------
SECTION  12.     THE  AGENT                                                  103
------------     ----------
12.1     Appointment,  Powers  and  Immunities                               103
----     -------------------------------------
12.2     Reliance  by  Agent                                                 103
----     -------------------
12.3     Events  of  Default.                                                103
----     --------------------
12.4     Wachovia  in  its  Individual  Capacity                             104
----     ---------------------------------------
12.5     Indemnification                                                     104
----     ---------------
12.6     Non-Reliance  on  Agent  and  Other  Lenders                        105
----     --------------------------------------------
12.7     Failure  to  Act                                                    105
----     ----------------
12.8     Additional  Loans                                                   105
----     -----------------
12.9     Concerning  the Collateral and the Related Financing Agreements     106
----     ---------------------------------------------------------------
<PAGE>
                                        iii
12.10     Field Audit, Examination Reports and Other Information; Disclaimer by
-----     ---------------------------------------------------------------------
          Lenders                                                            106
          -------
12.11     Collateral  Matters.                                               106
-----     --------------------
12.12     Agency  for  Perfection                                            108
-----     -----------------------
12.13     Successor  Agent                                                   108
-----     ----------------
SECTION  13.     TERM  OF  AGREEMENT;  MISCELLANEOUS                         109
------------     -----------------------------------
13.1     Term.                                                               109
----     -----
13.2     Interpretative  Provisions.                                         110
----     ---------------------------
13.3     Notices                                                             111
----     -------
13.4     Partial  Invalidity                                                 112
----     -------------------
13.5     Successors                                                          112
----     ----------
13.6     Assignments;  Participations.                                       113
----     -----------------------------
13.7     Entire  Agreement                                                   115
----     -----------------
13.8     Counterparts,  Etc                                                  115
----     ------------------
13.9     Confidentiality.                                                    115
----     ----------------



<PAGE>

                                        iv

                                    INDEX TO
                             EXHIBITS AND SCHEDULES

Exhibit  A
     Form  of  Assignment  and  Acceptance
Exhibit  B
     Information  Certificate
Exhibit  C     Form  of  Compliance  Certificate
Exhibit  D     Form  of  Borrowing  Base  Certificate
Exhibit  E     Closing  Checklist
Schedule  1
     [Intentionally  Omitted]
Schedule  2
     [Intentionally  Omitted]
Schedule  3
     [Intentionally  Omitted]
Schedule  4
     Commitments
Schedule  5
     Eligibility  Matters
Schedule  6
     Fiscal  Months



<PAGE>

                                        v




                           LOAN AND SECURITY AGREEMENT
                           ---------------------------

     This  Loan and Security Agreement dated May 16, 2005 is entered into by and
among  The  GSI  Group,  Inc., a Delaware corporation ("Borrower"), GSI Holdings
Corp., a Delaware corporation ("Holdings"), Assumption Leasing Company, Inc., an
Illinois  corporation  ("ALC"  and  together  with Holdings, each individually a
"Guarantor"  and  collectively,  "Guarantors"),  the  lenders  from time to time
parties  hereto,  whether  by  execution  of this Agreement or an Assignment and
Acceptance  (each  individually,  a  "Lender"  and  collectively, "Lenders") and
Wachovia  Capital  Finance  Corporation  (Central)  (f/k/a  Congress  Financial
Corporation  (Central)),  an  Illinois corporation, in its capacity as agent for
Lenders  (in  such  capacity,  "Agent").

                              W I T N E S S E T H:

     WHEREAS,  Borrower  and  Guarantors  have  requested that Agent and Lenders
enter  into  financing  arrangements with Borrower pursuant to which Lenders may
make  loans  and  provide  other  financial  accommodations  to  Borrower;  and
WHEREAS,  each  Lender  is  willing to agree (severally and not jointly) to make
such  loans  and provide such financial accommodations to Borrower on a pro rata
basis according to its Commitment (as defined below) on the terms and conditions
set  forth  herein and Agent is willing to act as agent for Lenders on the terms
and  conditions  set  forth  herein  and  the  other  Financing  Agreements; and
WHEREAS,  Holdings,  which owns all of the Capital Stock of Borrower, is willing
to  guaranty  all  of the Obligations and to pledge to Agent, for the benefit of
Agent  and  Lenders,  all  of  the  Capital  Stock  of  Borrower  to  secure the
Obligations;

NOW,  THEREFORE,  in  consideration  of the mutual conditions and agreements set
forth  herein,  and  for  other good and valuable consideration, the receipt and
sufficiency  of  which  is  hereby  acknowledged,  the  parties  hereto agree as
follows:

SECTION  1.     DEFINITIONS
                -----------

     For  purposes  of  this  Agreement,  the  following  terms  shall  have the
respective  meanings  given  to  them  below:
"Accounts" shall mean, as to Borrower and each Guarantor, all present and future
rights  of  Borrower  and  such  Guarantor  to payment of a monetary obligation,
whether or not earned by performance, which is not evidenced by chattel paper or
an  instrument,  (a)  for  property  that  has  been  or  is to be sold, leased,
licensed, assigned, or otherwise disposed of, (b) for services rendered or to be
rendered,  (c)  for  a  secondary  obligation incurred or to be incurred, or (d)
arising out of the use of a credit or charge card or information contained on or
for  use  with  the  card.

"Acquisition"  shall  mean  any  transaction  resulting  in  the  acquisition by
Borrower  or  a  Subsidiary  of  Borrower of (a) all or substantially all of the
assets  of  a Person or of any business or division of a Person or (b) more than
50%  of  the  Capital  Stock  of  a  Person.
<PAGE>

"Acquisition  Agreement"  means  collectively,  that  certain  Stock  Purchase
Agreement  dated  as  of  April  6,  2005 among Holdings and the stockholders of
Borrower  party  thereto  as  the same may be amended or otherwise modified from
time  to  time,  together  with all schedules, exhibits agreements and documents
executed  and/or  delivered  in  connection  therewith.

"Adjusted  Eurodollar Rate" shall mean, with respect to each Interest Period for
any  Eurodollar Rate Loan, the rate per annum (rounded upwards, if necessary, to
the  nearest 1/100 of 1% determined by dividing (a) the Eurodollar Rate for such
Interest Period by (b) a percentage equal to: (i) one (1) minus (ii) the Reserve
Percentage.  For  purposes  hereof,  "Reserve Percentage" shall mean the reserve
percentage,  expressed  as a decimal, prescribed by any United States or foreign
banking  authority  for determining the reserve requirement which is or would be
applicable  to  deposits  of  United States dollars in a non-United States or an
international  banking  office  of Reference Bank used to fund a Eurodollar Rate
Loan or any Eurodollar Rate Loan made with the proceeds of such deposit, whether
or not the Reference Bank actually holds or has made any such deposits or loans.
The Adjusted Eurodollar Rate shall be adjusted on and as of the effective day of
any  change  in  the  Reserve  Percentage.

"Affiliate"  shall  mean,  with  respect to a specified Person, any other Person
which directly or indirectly, through one or more intermediaries, controls or is
controlled  by or is under common control with such Person, and without limiting
the generality of the foregoing, includes (a) any Person which beneficially owns
or  holds  ten (10%) percent or more of any class of Voting Stock of such Person
or  other  equity  interests in such Person, (b) any Person of which such Person
beneficially  owns  or  holds  ten  (10%) percent or more of any class of Voting
Stock  or  in  which such Person beneficially owns or holds ten (10%) percent or
more  of  the equity interests and (c) any director or executive officer of such
Person.  For the purposes of this definition, the term "control" (including with
correlative  meanings,  the  terms  "controlled  by"  and  "under common control
with"),  as  used  with respect to any Person, means the possession, directly or
indirectly,  of the power to direct or cause the direction of the management and
policies  of  such  Person,  whether  through  the ownership of Voting Stock, by
agreement  or  otherwise.

"Agent"  shall  mean  Wachovia  Capital  Finance  Corporation  (Central)  (f/k/a
Congress  Financial Corporation (Central)) in its capacity as agent on behalf of
Lenders  pursuant  to  the  terms  hereof and any replacement or successor agent
hereunder.

"Agent  Payment  Account"  shall  mean  account  no.  5000000030266  of Agent at
Wachovia Bank, National Association, or such other account of Agent as Agent may
from  time  to  time  designate  to  Borrower  as  the Agent Payment Account for
purposes  of  this  Agreement  and  the  other  Financing  Agreements.

"Applicable  Margin"  shall mean, at any time, as to the Interest Rate for Prime
Rate  Loans,  Eurodollar  Rate  Loans  and  the  letter  of  credit  fee  on the
outstanding  undrawn  amount  of Letter of Credit Accommodations, the applicable
row  of  percentages  set  forth below if the Excess Availability as of the last
Business  Day  of  the  immediately  preceding  Fiscal Month is at or within the
amounts  indicated  for  such  row:
                                        1
<PAGE>

   Excess Availability     Applicable Margin for Prime Rate Loans     Applicable
   -------------------                                      -----
      Margin for Eurodollar Rate Loans     Letter of Credit Accommodations
      --                    ----------                      --------------
(a)  $10,000,000  or  more     0.00%     1.50%     1.25%
(b)  Greater  than  or  equal  to $5,000,000 and less than $10,000,000     0.25%
1.75%     1.50%
(c)  Less  than  $5,000,000     0.50%     2.00%     1.75%

provided  however, that, beginning on the date hereof and continuing through May
-----------------  ----
31,  2005,  the  Applicable Margin shall be (i) 0.00% for Prime Rate Loans, (ii)
1.50%  for Eurodollar Rate Loans and (iii) 1.25% for the letter of credit fee on
the  outstanding  undrawn  amount  of  Letter  of  Credit  Accommodations.

     "Approved  Fund"  shall  mean  with respect to any Lender that is a fund or
similar  investment  vehicle that makes or invests in commercial loans, any fund
or similar investment vehicle that  invests in commercial loans which is managed
or  advised  by the same investment advisor as such Lender or by an Affiliate of
such  investment  advisor.

"Assignment  and  Acceptance"  shall  mean  an  Assignment  and  Acceptance
substantially  in  the  form  of  Exhibit  A  attached  hereto  (with  blanks
appropriately  completed) delivered to Agent in connection with an assignment of
a  Lender's interest hereunder in accordance with the provisions of Section 13.6
hereof.

"Blocked  Accounts"  shall  have  the  meaning  set forth in Section 6.3 hereof.

"Bond  Repurchase"  shall  have  the  meaning  set forth in Section 9.23 hereof.

"Borrowing  Base" shall mean, at any time, without duplication, the amount equal
to:
     (a)     eighty-five  (85%)  percent  of  the  Net  Amount  of  the Eligible
Accounts;
          plus
          ----
     (b)     the  lesser  of:
     (i)     sixty-five  (65%)  percent  of  the  Value  of  Eligible Inventory,
          (ii)  eighty-five  (85%)  percent of the Net Orderly Liquidation Value
Factor  (based  on  the  then  most recent appraisal) multiplied by the Value of
Eligible  Inventory;  provided, that such eighty-five (85%) percent advance rate
                      --------
shall  be  increased  to ninety (90%) percent from April 1 through and including
October  31  of  each  year and shall remain at eighty-five (85%) percent at all
other  times,  and
          (iii)  the  Inventory  Loan  Limit;
                                        2
<PAGE>
     plus
     ----
     (c)     the  Fixed  Asset  Amount  at  such  time;
     plus
     ----
(d)     the  Fixed  Asset  Acquisition  Value  at  such time; provided, that the
                                                              --------
aggregate amount of the Fixed Asset Amount and the Fixed Asset Acquisition Value
shall  at  no  time  exceed  $20,000,000;
     minus
     -----
     (e)     Reserves.

For purposes only of applying the Inventory Loan Limit, Agent may treat the then
undrawn  amounts of outstanding Non-Exim Letter of Credit Accommodations for the
purpose  of  purchasing  Eligible  Inventory  as Non-Exim Revolving Loans to the
extent  Agent  is in effect basing the issuance of the Non-Exim Letter of Credit
Accommodations  on the Value of the Eligible Inventory being purchased with such
Non-Exim  Letter of Credit Accommodations.  In determining the actual amounts of
such  Non-Exim  Letter of Credit Accommodations to be so treated for purposes of
the  Inventory Loan Limit, the outstanding Non-Exim Revolving Loans and Reserves
shall  be  attributed  first to any components of the lending formulas set forth
above  that  are  not  subject  to such sublimit, before being attributed to the
components  of  the  lending  formulas  that  are subject to such sublimit.  The
amounts of Eligible Inventory shall be determined based on the lesser of (A) the
amount  of  Inventory set forth in the general ledger of Borrower or (B) the sum
of  the  perpetual  inventory  record  maintained  by  Borrower;

     "Brazil"  means  Agromarau  Industria  E.  Commercio  Ltda.

"Business Day" shall mean any day other than a Saturday, Sunday, or other day on
which commercial banks are authorized or required to close under the laws of the
State  of  New York, or the State of North Carolina, provided that Agent is open
for the transaction of business on such day, except that if a determination of a
Business  Day  shall  relate to any Eurodollar Rate Loans, the term Business Day
shall  also  exclude  any  day  on which banks are closed for dealings in dollar
deposits  in  the  London  interbank  market or other applicable Eurodollar Rate
market.

"Capital  Leases"  shall  mean,  as  applied to any Person, any lease of (or any
agreement  conveying  the  right to use) any property (whether real, personal or
mixed)  by  such Person as lessee which, in accordance with GAAP, is required to
be  reflected  as  a  liability  on  the  balance  sheet  of  such  Person.

"Capital  Stock"  shall  mean,  with  respect to any Person, any and all shares,
interests,  participations  or  other  equivalents  (however designated) of such
Person's capital stock or partnership, limited liability company or other equity
interests  at  any time outstanding, and any and all rights, warrants or options
exchangeable  for or convertible into such capital stock or other interests (but
excluding  any  debt  security that is exchangeable for or convertible into such
capital  stock).
                                        3
<PAGE>

"Cash  Equivalents"  shall  mean,  at any time, (a) any evidence of Indebtedness
with  a  maturity  date of ninety (90) days or less issued or directly and fully
guaranteed  or  insured  by  the  United  States  of  America  of  any agency or
instrumentality  thereof; provided, that the full faith and credit of the United
                          --------
States  of America is pledged in support thereof; (b) certificates of deposit or
bankers'  acceptances  with  a  maturity  of  ninety  (90)  days  or less of any
financial  institution  that  is  a  member of the Federal Reserve System having
combined  capital  and  surplus  and  undivided  profits  of  not  less  than
$250,000,000; (c) commercial paper (including variable rate demand notes) with a
maturity  of  ninety  (90)  days  or  less  issued  by  a corporation (except an
Affiliate of Borrower or any Guarantor) organized under the laws of any State of
the  United States of America or the District of Columbia and rated at least A-1
by  Standard  & Poor's Ratings Service, a division of The McGraw-Hill Companies,
Inc.  or  at  least  P-1  by  Moody's  Investors  Service,  Inc.; (d) repurchase
obligations  with  a  term  of  not  more  than  thirty (30) days for underlying
securities  of  the  types  described  in clause (a) above entered into with any
financial  institution having combined capital and surplus and undivided profits
of  not less than $250,000,000; (e) repurchase agreements and reverse repurchase
agreements  relating  to marketable direct obligations issued or unconditionally
guaranteed  by the United States of America or issued by any governmental agency
thereof and backed by the full faith and credit of the United States of America,
in  each  case  maturing  within  ninety  (90)  days  or  less  from the date of
acquisition;  provided,  that  the  terms  of  such  agreements  comply with the
              --------
guidelines  set  forth  in  the  Federal  Financial  Agreements  of  Depository
Institutions  with  Securities Dealers and Others, as adopted by the Comptroller
of  the  Currency on October 31, 1985; (f) investments in money market funds and
mutual funds which invest substantially all of their assets in securities of the
types  described  in  clauses  (a)  through  (e)  above;  and  (g)  other  "Cash
Equivalents"  as  defined  in  the  Indenture  as  of  the  date  hereof.

"Change  of Control" shall mean (a) the transfer (in one transaction or a series
of  transactions)  of  all or substantially all of the assets of Borrower or any
Guarantor  to  any  Person or group (as such term is used in Section 13(d)(3) of
the  Exchange  Act),  other  than  as  permitted  in Section 9.7 hereof; (b) the
liquidation  or  dissolution  of  Borrower or any Guarantor or the adoption of a
plan  by  the  stockholders  of  Borrower  or  any  Guarantor  relating  to  the
dissolution  or  liquidation  of  Borrower  or  such  Guarantor,  other  than as
permitted in Section 9.7 hereof; (c) the failure of the Permitted Holders to own
directly  or indirectly more than fifty percent (50%) of the voting power of the
total  outstanding  Voting Stock of Holdings; (d) the failure of Holdings to own
directly  or  indirectly  one  hundred  percent  (100%)  of the Capital Stock of
Borrower;  or  (e)  the  failure  of  Borrower to own directly or indirectly one
hundred percent (100%) of the voting power of the total outstanding Voting Stock
of  any  Guarantor  (other  than Holdings); (f) the occurrence of any "Change of
Control"  (as  such  term  is  defined  in  the  Indenture).

"Closing  Date"  shall  mean  the  date  of  this  Agreement.

"Code"  shall  mean the Internal Revenue Code of 1986, as the same now exists or
may  from  time  to  time  hereafter  be  amended,  modified,  recodified  or
supplemented,  together  with  all  rules,  regulations  and  interpretations
thereunder  or  related  thereto.

"Collateral"  shall  have  the  meaning  set  forth  in  Section  5.1  hereof.
                                        4
<PAGE>
"Collateral  Access  Agreement"  shall mean an agreement in writing, in form and
substance  reasonably  satisfactory  to  Agent,  from  any lessor of premises to
Borrower  or  any  Guarantor,  or  any  other  person  to whom any Collateral is
consigned  or  who  has custody, control or possession of any such Collateral or
who  is  otherwise  the  owner  or operator of any premises on which any of such
Collateral is located, pursuant to which such lessor, consignee or other person,
inter  alia,  acknowledges the first priority security interest of Agent in such
Collateral,  agrees  to  waive  (or  otherwise  subordinate  to Agent's security
interest)  any and all claims such lessor, consignee or other person may, at any
time,  have  against  such  Collateral,  whether  for  processing,  storage  or
otherwise, and agrees to permit Agent access to, and the right to remain on, the
premises  of  such  lessor,  consignee  or other person to the extent reasonably
necessary  to  exercise Agent's rights and remedies and otherwise deal with such
Collateral to the extent permitted under any of the Financing Agreements, and in
the  case  of any consignee or other person who at any time has custody, control
or  possession  of  any  Collateral,  acknowledges  that  upon  and  during  the
continuance  of  an  Event  of  Default it holds and will hold possession of the
Collateral for the benefit of Agent and Lenders and will follow all instructions
of  Agent  with  respect  thereto.

"Commitment"  shall  mean,  at any time, as to each Lender, the principal amount
set  forth  next  to  such  Lender's name on Schedule 4 hereto designated as the
Commitment  or on Schedule 1 to the Assignment and Acceptance Agreement pursuant
to which such Lender became a Lender hereunder in accordance with the provisions
of  Section  13.6  hereof,  as  the  same  may  be adjusted from time to time in
accordance  with  the  terms  hereof;  sometimes  being collectively referred to
herein  as  "Commitments".

"Credit  Facility"  shall  mean  the  Loans  and Letter of Credit Accommodations
provided  to  or  for  the  benefit of Borrower pursuant to Sections 2.1 and 2.2
hereof.

"Default"  shall mean an act, condition or event which with notice or passage of
time  or  both  would  constitute  an  Event  of  Default.

"Defaulting  Lender" shall have the meaning set forth in Section 6.10(d) hereof.

"Deposit  Account Control Agreement" shall mean an agreement in writing, in form
and  substance reasonably satisfactory to Agent, by and among Agent, Borrower or
a  Guarantor  with  a  deposit  account  at  any bank and the bank at which such
deposit  account  is  at  any time maintained which provides that such bank will
comply  with instructions originated by Agent directing disposition of the funds
in the deposit account without further consent by Borrower or such Guarantor and
such other terms and conditions as Agent may reasonably require, including as to
any such agreement with respect to any Blocked Account, providing that all items
received  or deposited in the Blocked Accounts are collateral for the benefit of
Agent,  and  that  the  bank  has  no lien upon, or right to setoff against, the
Blocked  Accounts.

     "EBITDA"  shall  mean,  for  any  period,  with respect to Borrower and its
Subsidiaries  on  a  consolidated  basis  for  such period,  net income for such
period,
PLUS  (a) without duplication and to the extent deducted in determining such net
income,  the  sum  of
(i) Interest Expense, accretion of original issue discount, amortization of debt
issuance costs and any other fees and costs under any Financing Agreement or any
prior  financing  agreement,
(ii)  income  tax  expense,
(iii)  depreciation  and  amortization,
     (iv)  any  non-recurring fees, cash charges and other cash expenses made or
incurred  in  connection  with  this Agreement, the Indenture or the Acquisition
Agreement  that  were  paid  or  otherwise  accounted  for within 90 days of the
consummation  of  such  transactions,
     (v)  non-cash  losses  from  equity  investments,
(vi)  any  extraordinary  losses  in  accordance  with  GAAP,
(vii  )  charges  related  to  the  Management  Services  Agreement,
(viii)  unusual  or  non-recurring  fees,  cash  charges and other cash expenses
deducted in such period in computing net income (including costs associated with
the  closure  or  consolidation  of  facilities  and  operations  and  other
restructuring  charges  or  reserves,  such  as,  but not limited to, retention,
severance  and  contract  termination  costs); in an aggregate amount under this
clause (viii) not to exceed (A) $2,000,000 in any Fiscal Year and (B) $4,000,000
in  the  aggregate,
(ix)  any  non-recurring  fees,  cash  charges  and  other cash expenses made or
incurred  in  connection  with  any  equity  offering  or  any issuance or other
disposition  of  Indebtedness, investment or acquisition permitted hereunder (in
each  case,  whether  or  not  consummated),
(x)  any  non-cash compensation charges, including any such charges arising from
stock  options,  restricted  stock  grants  or  other equity-incentive programs,
(xi)  any  other  non-cash charges (including goodwill or other asset impairment
charges),
(xii)  dividends  required  to  be recorded as compensation expenses under GAAP,
     (xiii)  any  non-cash  charges  as  a result of the application of purchase
accounting  (including,  for  example,  the amortization of inventory step-up to
fair  value  within  cost  of  sales),
(xiv)  the  cumulative  effect  of  changes  in  accounting  principles,
     (xv)  losses  in  connection  with  an  asset  sale  or  disposition,  and
     (xvi)  any  unrealized  losses  arising  from  hedging  transactions,
MINUS  (b)  without  duplication
     (i)  all  cash  payments  made  during  such  period that are not otherwise
                                        5
<PAGE>
reflected  in  net income for such period, to the extent that such cash payments
reflect  non-cash,  non-recurring  charges  that  were  previously added back to
EBITDA  in  a  prior  period,
     (ii)  to the extent included in determining net income for such period, any
extraordinary  gains  for  such  period (including any gains associated with the
disposition  of  assets  (other  than  Inventory  sold in the ordinary course of
business)  or  the  purchase  and  retirement  of  securities  subject  to  the
Indenture),
(iii)  interest  income,
(iv)  income  tax  credits,  and
     (v)  any  unrealized  gains  arising  from  hedging  transactions.

"Eligible  Accounts"  shall  mean  Accounts  (other than Eligible Export-Related
Accounts Receivable) created by Borrower which are and continue to be acceptable
to  Agent  based  on the criteria set forth below as determined by Agent in good
faith.  In  general,  Accounts  (other  than  Eligible  Export-Related  Accounts
Receivable)  shall  be  Eligible  Accounts  if:
     (a)     such Accounts arise from the actual and bona fide sale and delivery
of goods by Borrower or rendition of services by Borrower in the ordinary course
of  its  business,  which transactions are completed substantially in accordance
with  the  terms  and  provisions  contained  in  any  documents  governing such
transaction;
(b)     such  Accounts  are  not  unpaid  for more than sixty (60) days past the
original  due  date  for  them;
(c)     such  Accounts  are  not unpaid more than (i) ninety (90) days after the
date  of the original invoice for them or (ii) one hundred fifty (150) days from
the original invoice date thereof for Accounts with special dating terms arising
under  existing programs of Borrower set forth on Part I of Schedule 5 hereto or
such  other  programs  which  are  otherwise approved by Agent in writing in its
reasonable  credit  judgment;
(d)     such  Accounts comply with the terms and conditions contained in Section
7.2(b)  of  this  Agreement;
(e)     such  Accounts  do not arise from sales on consignment, guaranteed sale,
sale  and  return,  sale  on approval, or other terms under which payment by the
account  debtor  may  be  conditional  or  contingent;
(f)     the chief executive office or principal place of business of the account
debtor  with respect to such Accounts is located in the United States of America
or  Canada  (provided,  that at any time promptly upon Agent's request, Borrower
             --------
shall  execute  and  deliver,  or cause to be executed and delivered, such other
agreements,  documents and instruments as may be reasonably required by Agent to
perfect  the  security interests of Agent in those Accounts of an account debtor
with  its  chief  executive  office  or principal place of business in Canada in
accordance  with  the  applicable  laws  of the Province of Canada in which such
chief  executive office or principal place of business is located and shall take
                                        6
<PAGE>
or  cause  to  be  taken  such other and further actions as Agent may reasonably
request  to enable Agent, as secured party with respect thereto, to collect such
Accounts  under  the  applicable  Federal  or  Provincial laws of Canada) or, at
Agent's option, if the chief executive office and principal place of business of
the  account  debtor  with respect to such Accounts is located other than in the
United  States  of America or Canada, then if either: (i) the account debtor has
delivered  to  Borrower an irrevocable letter of credit issued or confirmed by a
bank  reasonably  satisfactory to Agent and payable only in the United States of
America  and  in  U.S.  dollars,  sufficient  to cover such Account, in form and
substance  satisfactory  to  Agent  and  if  reasonably  required  by Agent, the
original  of  such letter of credit has been delivered to Agent or Agent's agent
and  the  issuer  thereof,  and Borrower have complied with the terms of Section
5.2(f)  hereof  with respect to the assignment of the proceeds of such letter of
credit  to  Agent or naming Agent as transferee beneficiary thereunder, as Agent
may  specify,  or  (ii)  such  Account is subject to credit insurance payable to
Agent  issued  by an insurer and on terms and in an amount reasonably acceptable
to  Agent,  or  (iii)  such  Account  is  otherwise reasonably acceptable in all
material respects to Agent (subject to such lending formula with respect thereto
as  Agent  may  reasonably  determine);
(g)     such  Accounts  do  not  consist  of  progress  billings  (such that the
obligation  of  the account debtors with respect to such Accounts is conditioned
upon  Borrower's  satisfactory  completion  of any further performance under the
agreement  giving  rise  thereto), bill and hold invoices or retainage invoices,
except  as  to bill and hold invoices, if Agent shall have received an agreement
in  writing  from  the  account  debtor,  in  form  and  substance  reasonably
satisfactory  to  Agent,  confirming the unconditional obligation of the account
debtor  to  take  the  goods  related  thereto  and  to  pay  such  invoice;
(h)     the  account  debtor  with  respect  to such Accounts has not asserted a
counterclaim,  defense  or  dispute  and  does  not have, and does not engage in
transactions  which  may  give rise to any right of setoff or recoupment against
such  Accounts (but the portion of the Accounts of such account debtor in excess
of the amount at any time and from time to time owed by Borrower to such account
debtor  or claimed owed by such account debtor shall be deemed Eligible Accounts
to  the  extent  the  same  would  otherwise  be  Eligible  Accounts hereunder),
(i)     there  are  no  facts,  events  or occurrences which could reasonably be
expected  to  impair  the  validity,  enforceability  or  collectability of such
Accounts  or  reduce  the  amount  payable  or  delay  payment  thereunder;
(j)     such  Accounts  are  subject  to the first priority, valid and perfected
security  interest  of Agent and any goods giving rise thereto are not, and were
not at the time of the sale thereof, subject to any liens except those permitted
in  this  Agreement;
(k)     neither  the  account  debtor nor any officer or employee of the account
debtor  with  respect  to  such Accounts is an officer, employee, agent or other
Affiliate  of  Borrower  or  any  Guarantor  except  as  set forth on Part II of
Schedule  5  hereto  or  as  otherwise  approved  by  Agent  in  writing;
(l)     the  account  debtors  with respect to such Accounts are not any foreign
government,  the  United  States  of  America, any State, political subdivision,
department,  agency  or instrumentality thereof, unless, (i) a letter of credit,
                                        7
<PAGE>
in  form  and substance reasonably satisfactory to Agent, has been obtained with
respect to such Account and account debtor, or (ii) if the account debtor is the
United  States  of America, any State, political subdivision, department, agency
or  instrumentality  thereof,  upon  Agent's  request, the Federal Assignment of
Claims Act of 1940, as amended or any similar State or local law, if applicable,
has  been  complied  with  in  a  manner  reasonably  satisfactory  to  Agent;
(m)     there  are  no proceedings or actions which are threatened in writing or
pending  against  the  account debtors with respect to such Accounts which could
reasonably  be  expected  to  result  in any material adverse change in any such
account  debtor's  financial  condition  (including,  without  limitation,  any
bankruptcy,  dissolution,  liquidation,  reorganization  or similar proceeding);
(n)     such  Accounts  are  not evidenced by or arising under any instrument or
chattel  paper;
(o)     the  aggregate  amount of such Accounts owing by a single account debtor
does  not  constitute more than ten (10%) percent of the aggregate amount of all
otherwise  Eligible  Accounts (but the portion of such Accounts not in excess of
ten (10%) percent shall be deemed Eligible Accounts to the extent the same would
otherwise  be  Eligible  Accounts  hereunder);
(p)     such  Accounts are not owed by an account debtor who has Accounts unpaid
more than the number of days set forth in clauses (b) and (c) of this definition
after  the  original  due  date  or  invoice date therefor, as applicable, which
collectively  constitute  more than fifty (50%) percent of the total Accounts of
such  account  debtor;
(q)     the  account  debtor is not located in a state requiring the filing of a
Notice  of  Business  Activities  Report  or  similar  report in order to permit
Borrower  to seek judicial enforcement in such State of payment of such Account,
unless Borrower has qualified to do business in such state or has filed a Notice
of  Business Activities Report or equivalent report for the then current year or
such  failure  to  file and inability to seek judicial enforcement is capable of
being  remedied  without  any  material  delay  or  material  cost;  and
(r)     such  Accounts are owed by account debtors determined to be creditworthy
at  all  times by Agent acting in good faith and in accordance with commercially
reasonable  standards.

The  criteria for Eligible Accounts set forth above may only be changed, and any
new  criteria  for  Eligible  Accounts may only be established, by Agent in good
faith  based  on  either:  (i) an event, condition or other circumstance arising
after  the  date  hereof,  or  (ii)  an  event,  condition or other circumstance
existing  on  the date hereof to the extent Agent has no written notice or other
actual  knowledge  thereof  from  Borrower prior to the date hereof that, in the
good  faith  determination  of  Agent,  in either case under clause (i) or (ii),
materially  adversely  affects  or  could  reasonably  be expected to materially
adversely  affect  the  Accounts.  Any  Accounts which are not Eligible Accounts
shall  nevertheless  be  part  of  the  Collateral.

     "Eligible  Equipment"  shall mean Equipment of Borrower which (a) have been
appraised  by  an  appraiser reasonably acceptable to Agent and which appraisals
are  reasonably  satisfactory  to  Agent  as  to  form, scope and methodology in
accordance  with  Section  7.4(a),  (b)  do  not consist of fixtures, (c) can be
                                        8
<PAGE>
readily  removed  from  the Real Property unless Agent also has a first priority
perfected  lien  on  such  Real  Property  or  otherwise has a Collateral Access
Agreement with all necessary parties permitting the removal thereof, (d) are not
leased,  worn-out  or obsolete, (e) are subject to the first priority, valid and
perfected  security  interest of Agent and are subject to no other liens, except
for  liens  described  in  Section  9.8(b),  (c) and (i), and (f) are located on
properties  which  are  owned  by  Borrower  or  as to which the lessor or other
operator  of  any  such  property  has executed a Collateral Access Agreement in
favor  of Agent.  New criteria for Eligible Equipment acquired after the Closing
Date  may  be  established  by  Agent  in  good  faith based on either an event,
condition  or  other  circumstance  arising  with respect to any Equipment which
materially  adversely  affects  or  could  reasonably  be expected to materially
adversely  affect  the  Equipment.

"Eligible  Export-Related  Accounts Receivable" shall have the meaning set forth
in  the  Exim  Borrower  Agreement.

"Eligible  Export-Related  Inventory"  shall  have  the meaning set forth in the
Exim  Borrower  Agreement.

"Eligible  Inventory"  shall  mean,  as  to  of  Borrower, Inventory of Borrower
consisting  of  finished  goods  held  for  resale in the ordinary course of the
business of Borrower, raw materials for such finished goods and work-in-process,
in  each  case unless the same are not acceptable to Agent based on the criteria
set  forth  below  as  determined  by Agent in good faith.  In general, Eligible
Inventory  shall  not  include:
     (a)     spare  parts for equipment other than Inventory consisting of spare
parts  held  for  sale  to  customers;
(b)     packaging  and  shipping  materials  not  specifically  identified  as a
component  of  any  finished  goods;
(c)     supplies  used  or  consumed  in  Borrower's  business;
(d)     Inventory at premises other than those owned and controlled by Borrower,
except  that  any  Inventory  which would otherwise be deemed Eligible Inventory
that  is not located at premises owned and operated by Borrower may nevertheless
be  considered  Eligible  Inventory:
     (i)     as  to  locations which are leased by Borrower, if Agent shall have
received  a  Collateral  Access  Agreement  from  the  owner  and lessor of such
location,  duly  authorized, executed and delivered by such owner and lessor (or
such lease provides Agent with substantially the same rights as Agent would have
under  a  Collateral Access Agreement), or if Agent shall not have received such
Collateral  Access  Agreement  (or  Agent shall determine to accept a Collateral
Access  Agreement that does not include all required provisions or provisions in
the  form  otherwise  required by Agent), Agent may, at its option, nevertheless
consider Inventory at such location to be Eligible Inventory to the extent Agent
shall  have  established such Reserves in respect of amounts at any time payable
by  Borrower  to  the  owner  and  lessor  thereof  as  Agent  shall  reasonably
determine,  and
                                        9
<PAGE>
     (ii)     as  to any location owned or operated by a third party (other than
consignment  locations  under  clause (i) below), if Agent shall have received a
Collateral  Access  Agreement  from  such owner or operator with respect to such
location  to  the extent the Value of Inventory at such location is in excess of
$100,000  or  if  Agent  has  requested  a  Collateral Access Agreement for such
location  during the existence of a Trigger Event, in each case duly authorized,
executed  and  delivered  by  such owner and operator or if Agent shall not have
received  such Collateral Access Agreement (or Agent shall determine to accept a
Collateral  Access  Agreement  that  does not include all required provisions or
provisions  in  the form otherwise required by Agent), Agent may, at its option,
nevertheless consider Inventory at such location to be Eligible Inventory to the
extent  Agent  shall have established such Reserves in respect of amounts at any
time  payable  by  Borrower  to  the  owner  and operator thereof as Agent shall
reasonably determine, and in addition, if required by Agent, if Agent shall have
received:  (A)  UCC  financing  statements  between  the  owner and operator, as
consignee  or bailee and Borrower, as consignor or bailor, in form and substance
satisfactory to Agent, which are duly assigned to Agent and (B) a written notice
to  any lender to the owner and operator of the first priority security interest
in  such  Inventory  of  Agent;
(e)     Inventory  subject to a security interest or lien in favor of any Person
other  than Agent except those permitted in this Agreement (but without limiting
the  right  of Agent to establish any Reserves in accordance with the definition
of  the  term "Reserves" herein with respect to amounts secured by such security
interest  or  lien  in  favor  of  any  Person  even  if  permitted  herein);
(f)     bill and hold goods; unserviceable, obsolete or slow moving Inventory or
crib  Inventory;
(g)     Inventory  which  is  not  subject  to  the  first  priority,  valid and
perfected  security  interest  of  Agent;
(h)     returned,  damaged  and/or  defective  Inventory;
(i)     Inventory purchased or sold on consignment (excluding augers) unless, in
the  case  of  Inventory sold on consignment, the requirements of Section 5.2(j)
with  respect to such consigned Inventory are satisfied; provided, that if Agent
                                                         --------
shall  not  have  received  a  Collateral Access Agreement from the consignee in
accordance  with Section 5.2(j), such consigned Inventory shall be considered to
be  Eligible  Inventory to the extent the Value of such Inventory, together with
the  Value of all other consigned Inventory at any location without a Collateral
Access  Agreement,  is less than $250,000 and no Trigger Event exists; provided,
                                                                       --------
that Agent may, at its option, nevertheless consider such consigned Inventory to
be  Eligible  Inventory to the extent Agent shall have established such Reserves
as  Agent  shall  determine;
(j)     Inventory  that  qualifies  as  Eligible  Export-Related  Inventory;
(k)     Inventory  consisting  of  augers  sold  on  consignment  or any similar
arrangement  with  Borrower's dealers; provided, that the same shall be Eligible
                                       --------
Inventory  only  to  the  extent  that  (x)  with  respect  to any location, the
                                       10
<PAGE>
requirements  of  Section  5.2(j)  are  satisfied  with respect to such location
(without  regard  to  the  $250,000  exception therein) within 90 days after the
Closing Date (or if not within 90 days, then the same shall cease to be Eligible
Inventory  until  such  requirements  are  satisfied),  (y)  the  value  of such
Inventory  at  any  single  location  that may be included in the Borrowing Base
shall  not  exceed $100,000 per location and (z) the value of all such Inventory
that  may  be  included  in the Borrowing Base shall not exceed $650,000 for all
locations;
(l)     Inventory  located  outside  the  United  States  of  America;  and
(m)     Inventory  which  has  been  returned  or repurchased under any warranty
issued  by  Borrower.
The  criteria for Eligible Inventory set forth above may only be changed and any
new  criteria  for  Eligible  Inventory may only be established by Agent in good
faith  based  on  either:  (i) an event, condition or other circumstance arising
after  the  date  hereof,  or  (ii)  an  event,  condition or other circumstance
existing  on  the date hereof to the extent Agent has no written notice or other
actual  knowledge  thereof  from Borrower prior to the date hereof, that, in the
good  faith  determination  of  Agent,  in  either case under clause (i) or (ii)
materially  adversely  affects  or  could  reasonably  be expected to materially
adversely  affect  the Inventory.  Any Inventory which is not Eligible Inventory
shall  nevertheless  be  part  of  the  Collateral.

     "Eligible  Real  Property" shall mean Real Property of Borrower (i) subject
to  a  Mortgage  pursuant to which Agent has been granted a valid first mortgage
lien  in  such  Real  Property  subject to no other liens except as described in
Section  9.8(b),  (c),  (d)  and (i) and (ii) as to which Agent has received, in
each case, in form and substance satisfactory to Agent (A) a valid and effective
title  policy  (or  binding commitment to issue the same) insuring such Mortgage
meeting the requirements set forth in Section 4.1(n), (B) an environmental audit
meeting  the requirements set forth in Section 4.1(m) and (C) written appraisals
meeting  the  requirements  set  forth  in  Section  7.4(a)  or  (iii) which has
otherwise  been  approved  by Agent for inclusion in the Borrowing Base prior to
the  date  hereof.

"Eligible  Transferee"  shall mean (a) any Lender; (b) the parent company of any
Lender and/or any Affiliate of such Lender which is at least fifty (50%) percent
owned  by  such  Lender  or  its  parent  company;  (c)  any  person  (whether a
corporation, partnership, trust or otherwise) that is engaged in the business of
making,  purchasing,  holding  or  otherwise investing in bank loans and similar
extensions  of credit in the ordinary course of its business and is administered
or  managed  by  a  Lender  or  with  respect to any Lender that is a fund which
invests  in  bank  loans  and  similar extensions of credit, any other fund that
invests  in  bank  loans  and similar extensions of credit and is managed by the
same  investment  advisor  as  such Lender or by an Affiliate of such investment
advisor,  and  in  each  case is approved by Agent; and (d) any other commercial
bank, financial institution or "accredited investor" (as defined in Regulation D
under the Securities Act of 1933) approved by Agent, provided, that, (i) neither
Borrower  nor  any Guarantor or any Affiliate of Borrower or any Guarantor shall
qualify  as  an  Eligible Transferee and (ii) no Person to whom any Indebtedness
which  is  in any way subordinated in right of payment to any other Indebtedness
of  Borrower or any Guarantor shall qualify as an Eligible Transferee, except as
Agent  may  otherwise  specifically  agree.
                                       11
<PAGE>

"Enforcement Action"shall mean the exercise by Agent in good faith of any of its
material  enforcement  rights  and  remedies  as a secured creditor hereunder or
under  the  other  Financing Agreements, applicable law or otherwise at any time
following  the  occurrence  and  during  the  continuance of an Event of Default
(including,  without  limitation, the demand for the immediate payment of all of
the  Obligations,  the  solicitation  of  bids from third parties to conduct the
liquidation  of  the  Collateral,  the engagement or retention of sales brokers,
marketing  agents,  investment  bankers, accountants, appraisers, auctioneers or
other  third  parties  for  the  purposes  of  valuing, marketing, promoting and
selling  the  Collateral,  the  commencement  of  any action to foreclose on the
security  interests  or  liens  of  Agent  in all or any material portion of the
Collateral,  notification  of  account  debtors  to  make payments to Agent, any
action  to  take  possession of all or any material portion of the Collateral or
commencement  of any legal proceedings or actions against or with respect to all
or  any  portion  of  the  Collateral).

"Environmental  Laws"  shall  mean  all  foreign, Federal, State and local laws,
legislation,  rules,  codes, licenses, permits (including any conditions imposed
therein),  authorizations,  judicial or administrative decisions, injunctions or
agreements between Borrower or any Guarantor and any Governmental Authority, (a)
relating  to  pollution  and  the protection, preservation or restoration of the
environment  (including  air, water vapor, surface water, ground water, drinking
water,  drinking  water  supply, surface land, subsurface land, plant and animal
life or any other natural resource), or to human health or safety, (b)  relating
to  the  exposure  to,  or  the  use, storage, recycling, treatment, generation,
manufacture,  processing,  distribution,  transportation,  handling,  labeling,
production,  release or disposal, or threatened release, of Hazardous Materials,
or  (c)  relating  to  all  laws  with  regard  to  recordkeeping, notification,
disclosure  and reporting requirements respecting Hazardous Materials.  The term

"Environmental  Laws"  includes  (i)  the  Federal  Comprehensive  Environmental
Response,  Compensation  and  Liability  Act  of  1980,  the  Federal  Superfund
Amendments  and  Reauthorization Act, the Federal Water Pollution Control Act of
1972,  the  Federal  Clean  Water  Act,  the  Federal Clean Air Act, the Federal
Resource  Conservation  and  Recovery  Act  of 1976 (including the Hazardous and
Solid  Waste  Amendments  thereto),  the  Federal  Solid  Waste Disposal and the
Federal  Toxic  Substances  Control  Act, the Federal Insecticide, Fungicide and
Rodenticide  Act,  and  the  Federal  Safe  Drinking  Water Act of 1974 and (ii)
applicable  state  counterparts  to  such  laws.

"Equipment"  shall  mean,  as to Borrower or any Guarantor, all of Borrower's or
such  Guarantor's  now owned and hereafter acquired equipment, wherever located,
including  machinery,  data  processing and computer equipment (whether owned or
licensed and including embedded software), vehicles, tools, furniture, fixtures,
all  attachments,  accessions  and  property now or hereafter affixed thereto or
used  in  connection  therewith,  and  substitutions  and  replacements thereof,
wherever  located.

"Equipment Sublimit" shall have the meaning set forth in the definition of Fixed
Asset  Amount.

"Equity  Sponsor"  means  Charlesbank  Capital  Partners  LLC.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, together
with  all  rules, regulations and interpretations thereunder or related thereto.
"ERISA Affiliate" shall mean any person required to be aggregated with Borrower,
any  Guarantor  or  any  of  its or their respective Subsidiaries under Sections
414(b),  414(c),  414(m)  or  414(o)  of  the  Code.

"ERISA  Event"  shall  mean  (a)  any  "reportable event", as defined in Section
4043(c) of ERISA or the regulations issued thereunder other than those events as
to  which  notice  is  waived  by  regulation,  with  respect to a Plan; (b) the
adoption of any amendment to a Plan that would require the provision of security
pursuant  to  Section  401(a)(29)  of  the Code or Section 307 of ERISA; (c) the
existence  with  respect  to any Plan of an "accumulated funding deficiency" (as
defined  in  Section  412  of  the Code or Section 302 of ERISA), whether or not
waived;  (d) the filing pursuant to Section 412 of the Code or Section 303(d) of
ERISA  of  an  application  for  a  waiver  of the minimum funding standard with
respect  to  any  Plan;  (e)  the  occurrence of a "prohibited transaction" with
respect  to  which  Borrower,  any  Guarantor  or any of its or their respective
Subsidiaries  is  a "disqualified person" (within the meaning of Section 4975 of
the  Code)  or  with  respect  to which Borrower, any Guarantor or any of its or
their  respective  Subsidiaries  could  otherwise reasonably be expected to have
material  liability;  (f)  a  complete  or  partial  withdrawal by Borrower, any
Guarantor  or  any  ERISA  Affiliate from a Multiemployer Plan or a cessation of
operations  which  is  treated  as  such  a  withdrawal  or  notification that a
Multiemployer Plan is in reorganization; (g) the filing of a notice of intent to
terminate, the treatment of a Plan amendment as a termination under Section 4041
or  4041A  of  ERISA,  or the commencement of proceedings by the Pension Benefit
Guaranty  Corporation to terminate a Plan; (h) an event or condition which might
reasonably be expected to constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan; and (i)
the  imposition of any liability under Title IV of ERISA, other than the Pension
Benefit  Guaranty Corporation premiums due but not delinquent under Section 4007
of  ERISA,  upon  Borrower,  any  Guarantor  or any ERISA Affiliate in excess of
$500,000.

"Eurodollar  Rate"  shall mean, with respect to any Eurodollar Rate Loan for the
Interest  Period  applicable  thereto,  the  rate of interest per annum (rounded
upwards,  if  necessary,  to the nearest 1/100 of 1%) appearing on Telerate Page
3750  (or  any successor page) as the London interbank offered rate for deposits
in  U.S. Dollars at approximately 11:00 A.M. (London time) two (2) Business Days
prior  to  the  first  day of such Interest Period for a term comparable to such
Interest  Period; provided, that, if more than one rate is specified on Telerate
                 --------- -----
Page  3750,  the applicable rate shall be the arithmetic mean of all such rates.
If, for any reason, such rate is not available, the term "Eurodollar Rate" shall
mean,  with  respect  to  any  Eurodollar  Rate  Loan  for  the  Interest Period
applicable  thereto,  the  rate  of  interest  per  annum  (rounded  upwards, if
necessary,  to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as
the London interbank offered rate for deposits in Dollars at approximately 11:00
A.M.  (London  time)  two  (2)  Business  Days  prior  to  the first day of such
Interest  Period  for  a  term  comparable  to  such  Interest Period; provided,
however,  if  more  than  one rate is specified on Reuters Screen LIBO Page, the
applicable  rate  shall  be  the  arithmetic  mean  of  all  such  rates.

"Eurodollar  Rate  Loans"  shall  mean  any  Loans  or  portion thereof on which
interest is payable based on the Adjusted Eurodollar Rate in accordance with the
terms  hereof.

"Event  of  Default"  shall  mean  the  occurrence  or existence of any event or
condition  described  in  Section  10.1  hereof.
                                       12
<PAGE>

"Excess  Availability"  shall  mean the amount, calculated at any date, equal to
(a)  Non-Exim  Excess  Availability  as of such date plus, to the extent all the
                                                     ----
conditions  set  forth  in  Section  4.3  hereof  are satisfied, (b) Exim Excess
Availability  as  of  such  date,  minus  (c)  the  aggregate amount of all then
                                   -----
outstanding  and  unpaid  trade  payables of Borrower which are outstanding more
than  sixty  (60) days past due as of such time (other than trade payables being
contested  or  disputed  by  Borrower  in  good  faith).
"Exchange Act" shall mean the Securities Exchange Act of 1934, together with all
rules,  regulations  and  interpretations  thereunder  or  related  thereto.
"Exim"  shall  mean  Export-Import  Bank  of  the  United  States.
"Exim  Borrower  Agreement"  shall  mean  that certain Borrower Agreement, among
Borrower,  Agent  and  Exim,  as  modified  by any applicable loan authorization
agreements  and  by  any  waivers  approved  by Agent and Exim, and as otherwise
amended  or  modified  from  time  to  time.
"Exim  Excess  Availability" shall mean the amount calculated at any date, equal
to:  (a)  the  lesser  of:  (i)  the  Export-Related Borrowing Base and (ii) the
lesser  of:  (A) the Maximum Exim Revolving Credit and (B) the Maximum Revolving
Credit  less  the  outstanding  amount  of Non-Exim Revolving Loans and Non-Exim
Letter  of  Credit  Accommodations, minus (b) the amount of all then outstanding
                                    -----
and  unpaid  Exim  Revolving  Loans  and  Exim  Letter of Credit Accommodations.

"Exim  Facility"  shall  mean  the  Exim  Revolving Loans and the Exim Letter of
Credit  Accommodations  provided  under  this  Agreement  to  the extent all the
conditions  under  Section  4.3  have  been  satisfied.

"Exim Guarantee" shall mean the Master Guaranty Agreement issued by Exim in form
and  substance  reasonably  satisfactory to Agent which guarantees to Agent, for
the  benefit  of the Lenders, the outstanding amount of any Exim Revolving Loans
and/or Exim Letter of Credit Accommodations (or such portion thereof as shall be
acceptable  to  Agent  and  Required  Lenders).

"Exim  Guarantee  Documents"  shall  mean,  collectively,  the  Exim  Borrower
Agreement,  the  Exim  Guarantee,  and  all  other  agreements,  documents  and
instruments  executed in connection herewith or with the Prior Loan Agreement or
at  any  time  hereafter  executed  and/or delivered by Exim, Agent, any Lender,
Borrower  or any Obligor in connection with the Exim Borrower Agreement and Exim
Guarantee,  in  each  case  as  amended or otherwise modified from time to time.

"Exim Letter of Credit Accommodations" shall mean, collectively, (a) the letters
of  credit, merchandise purchase or other guaranties which are from time to time
either  issued  or  opened by Agent or any Lender for the account of Borrower or
any  Obligor  or  (b)  with  respect  to  which  Agent or Lenders have agreed to
indemnify  the issuer or guaranteed to the issuer the performance by Borrower or
any  Obligor  of  its  obligations  to  such issuer; sometimes being referred to
herein individually as an "Exim Letter of Credit Accommodation", in each case as
provided  under  Section 2.2(a)(ii) hereof and in each case supported by an Exim
Guarantee.
                                       13
<PAGE>

"Exim  Primary  Collateral" shall mean the Collateral designated under the terms
of  the Exim Guarantee Documents as constituting primary collateral securing the
Exim  Revolving  Loans  and  the  Exim  Letter  of  Credit  Accommodations.

"Exim  Revolving  Loans"  shall  mean  the  loans now or hereafter made by or on
behalf  of  any  Lender or by Agent for the account of any Lender on a revolving
basis  pursuant  to  the  Credit  Facility  (involving  advances, repayments and
readvances) as set forth in Section 2.1(b) hereof and which are supported by the
Exim  Guarantee.

"Export-Related  Borrowing  Base" shall mean the "Export-Related Borrowing Base"
(as  defined  in  the Exim Borrower Agreement) less such Reserves as Agent shall
establish  under  clause  (d)  of  the  definition  of  "Reserves"  herein.

"Export-Related  Account  Receivable"  shall  have  the meaning set forth in the
Exim  Borrower  Agreement.

"Export-Related Inventory" shall have the meaning set forth in the Exim Borrower
Agreement.

"Fair  Market  Value" shall mean the value that would be paid by a willing buyer
to  an  unaffiliated  willing  seller in a transaction not involving distress or
necessity of either party, determined in good faith by the Board of Directors of
Borrower.

"Fee  Letter"  shall  mean  the  letter  agreement, dated as of the date hereof,
between  Borrower  and  Agent, setting forth certain fees payable by Borrower to
Agent for the benefit of itself and Lenders, as the case may be, as the same now
exists  or  may hereafter be amended, modified, supplemented, extended, renewed,
restated  or  replaced.

"Financing  Agreements" shall mean, collectively, this Agreement, the Fee Letter
and  all  notes,  guarantees,  security  agreements,  mortgages, deeds of trust,
deposit  account  control  agreements,  investment  property control agreements,
intercreditor  agreements  and  all  other agreements, documents and instruments
executed  and/or  delivered  in connection with this Agreement (or in connection
with  the  Prior  Loan  Agreement if assigned to Agent) or at any time hereafter
executed  and/or  delivered  by  Borrower or any Obligor in connection with this
Agreement  and  including,  without  limitation,  the  Exim Guarantee Documents.

"Fiscal  Month"  shall mean, for any Fiscal Year of Borrower, each of the twelve
one-month  periods  set  forth  for such Fiscal Year on Schedule 6 hereto, which
schedule  shall  be updated by Borrower on the first Business Day of December of
each  Fiscal  Year (commencing on December 1, 2005) to reflect the twelve Fiscal
Months  for  the  immediately  following  Fiscal  Year.

"Fiscal  Quarter"  means for each Fiscal Year the periods ending and dates which
are  thirteen  (13),  twenty-six (26), thirty-nine (39) and fifty-two (52) weeks
following  the  prior  Fiscal  Year  end.

"Fiscal  Year"  means the twelve (12) month period ending on December 31 of each
calendar  year.
                                       14
<PAGE>

"Fixed  Asset  Acquisition  Sublimit"  shall  mean  $3,000,000  per Fiscal Year.

"Fixed  Asset  Acquisition  Value"  shall mean, as of any date of determination,
with  respect  to  any  Equipment acquired by Borrower after the date hereof for
which  Borrower  has  notified  Agent  of its desire to include in the Borrowing
Base,  the  amount  equal  to,  at  Borrower's election, either (a) seventy-five
percent  (75%)  of  the  Hard  Cost of such Equipment or (b) eighty-five percent
(85%)  of the appraised Net Orderly Liquidation Value of such Equipment, in each
case  provided  that  such  Equipment  satisfies  all  the  criteria of Eligible
Equipment  (except  for  clause  (a) of the definition thereof in the case where
option  (a)  is  elected),  as  such  amount  shall be reduced from time to time
pursuant  to  Section  2.4; provided, that in no event shall the aggregate Fixed
                            --------
Acquisition  Value  included in the Borrowing Base in any Fiscal Year exceed the
Fixed  Asset  Sublimit.  Notwithstanding the foregoing, if Borrower acquires any
new Equipment for the purpose of either (x) replacing Equipment that was damaged
or destroyed and Borrower uses proceeds of insurance to make such acquisition in
accordance  with  Section  9.5  or  (y)  replacing  Equipment  that was sold and
Borrower  uses  proceeds  of  such  sold  Equipment  to make such acquisition in
accordance  with  Section 9.7(b)(ii), then to the extent Borrower notifies Agent
of its intent to include such Equipment in the Borrowing Base, only that portion
of  the Fixed Asset Acquisition Value of such Equipment in excess of the portion
of  the Borrowing Base that was allocable to the Equipment so damaged, destroyed
or  sold  shall  be  counted  toward the Fixed Asset Acquisition Sublimit in the
applicable  Fiscal  Year.

 "Fixed Asset Amount" shall mean, as of any date of determination, the lesser of
(a)  $20,000,000;  or  (b)  the  sum  of  (x)  eighty-five  percent (85%) of the
appraised  Net  Orderly  Liquidation  Value  of Eligible Equipment as determined
pursuant to the most recently delivered appraisal received by Agent prior to the
date  hereof  (the  "Equipment Sublimit") plus (y) seventy-five percent (75%) of
the appraised Fair Market Value of Eligible Real Property as determined pursuant
to  the  most  recently  delivered appraisal received by Agent prior to the date
hereof (the "Real Property Sublimit"), in each case under clause (b), as reduced
from  time  to  time  pursuant  to  Section  2.4.
"Fixed  Charge  Coverage  Ratio"  shall  mean,  with respect to Borrower and its
Subsidiaries  on a consolidated basis for any fiscal period, the ratio of EBITDA
to  Fixed  Charges.

"Fixed  Charges"  shall mean, with respect to Borrower and its Subsidiaries on a
 --------------
consolidated  basis  for  any  fiscal  period,  without  duplication,
(a)  the  aggregate  of all Interest Expense paid or required to be paid in such
period  in  cash,
PLUS  (b)  regularly  scheduled  principal payments, regularly scheduled capital
lease  payments and regularly scheduled redemption obligations in respect of any
Indebtedness  of  Borrower  and  its Subsidiaries paid or required to be paid in
cash  during  such  period,
PLUS  (c)scheduled  reductions  to  the  Fixed  Asset  Amount  and  Fixed  Asset
Acquisition  Value  pursuant  to  Section  2.4;
PLUS (d) all capital expenditures determined in accordance with GAAP made during
such period (other than (i) capital expenditures that are financed with proceeds
                                       15
<PAGE>
of  Indebtedness  for borrowed money except for Loans, (ii) capital expenditures
that  result  in  an  increase  in  the  Fixed Asset Acquisition Value and (iii)
capital  expenditures  that  are  made  using  the  cash proceeds of asset sales
permitted  under  Section 9.7(b), in each case to the extent not included in the
calculation  of  EBITDA  for  such  period);
PLUS (e) federal, state, local and foreign taxes, paid or required to be paid in
such  period  in  cash;
PLUS  (f)  cash  payments  made  under  the  Management  Services  Agreement.

 "Foreign Subsidiary" shall mean any Subsidiary of Borrower organized outside of
the  United  States.

"GAAP"  shall  mean  generally  accepted  accounting principles set forth in the
statements  and pronouncements of the Financial Accounting Standards Board or in
such  other  statements  by  such  other  entity  as  have  been  approved  by a
significant  segment  of  the  accounting profession, which are in effect on the
date  hereof.

"Governmental  Authority"  shall  mean  any  nation  or  government,  any state,
province,  or  other political subdivision thereof, any central bank (or similar
monetary  or regulatory authority) thereof, and any entity exercising executive,
legislative,  judicial,  regulatory or administrative functions of or pertaining
to  government.

"GSI  Intellectual  Property"  shall  mean  the  Intellectual Property listed in
Schedule  8.11 to the Information Certificate that is material to the businesses
of  Borrower  and  each  Guarantor  as  of  the  date  of  this  Agreement.
"Guarantor(s)" shall have the meaning set forth in the Preamble hereof and shall
include  any other Subsidiary of Borrower that executes a guaranty of any or all
of  the  Obligations  in  favor  of  Agent.

"Hard  Cost"  shall mean, with respect to the purchase by Borrower of an item of
Equipment,  the  cash  amount  actually  paid,  and  the  value  of any property
exchanged,  to  acquire title to such item, net of all incentives, discounts and
rebates,  and  exclusive  of  freight,  delivery charges, installation costs and
charges,  warranty  costs,  taxes  and  insurances and other incidental costs or
expenses  and  all indirect costs or expenses of any kind incurred in connection
with  such  purchase.

"Hazardous  Materials"  shall mean any hazardous, toxic or dangerous substances,
materials  and  wastes, including hydrocarbons (including naturally occurring or
man-made  petroleum  and  hydrocarbons),  flammable  explosives,  asbestos, urea
formaldehyde  insulation,  radioactive  materials,  biological  substances,
polychlorinated biphenyls, pesticides, herbicides and any other kind and/or type
of  pollutants  or  contaminants  (including  materials  which include hazardous
constituents),  sewage,  sludge,  industrial  slag,  solvents  and/or  any other
similar  substances,  materials,  or  wastes and including any other substances,
materials  or  wastes  that are regulated under any Environmental Law (including
any  that  are  classified  as  hazardous or toxic under any Environmental Law).

"Holdings"  shall  have  the  meaning  set  forth  in  the  preamble  hereto.
                                       16
<PAGE>

"Indebtedness" shall mean, with respect to any Person, any liability, whether or
not contingent, (a) in respect of borrowed money (whether or not the recourse of
the  lender  is  to  the whole of the assets of such Person or only to a portion
thereof)  or  evidenced  by bonds, notes, debentures or similar instruments; (b)
representing  the  balance  deferred  and  unpaid  of  the purchase price of any
property  or  services  (except  any  such  balance  that constitutes an account
payable  to  a  trade  creditor (whether or not an Affiliate) created, incurred,
assumed  or guaranteed by such Person in the ordinary course of business of such
Person  in  connection  with  obtaining goods, materials or services that is not
overdue  by  more  than  ninety  (90)  days,  unless  the trade payable is being
contested  in good faith); (c) all obligations as lessee under leases which have
been,  or should be, in accordance with GAAP recorded as Capital Leases; (d) any
contractual  obligation,  contingent  or  otherwise, of such Person to pay or be
liable  for  the  payment  of  any  indebtedness described in this definition of
another  Person,  including, without limitation, any such indebtedness, directly
or indirectly guaranteed, or any agreement to purchase, repurchase, or otherwise
acquire  such indebtedness, obligation or liability or any security therefor, or
to  provide funds for the payment or discharge thereof, or to maintain solvency,
assets,  level of income, or other financial condition; (e) all obligations with
respect  to  redeemable stock and redemption or repurchase obligations under any
Capital  Stock  or  other  equity  securities  issued  by  such  Person; (f) all
reimbursement  obligations  and other liabilities of such Person with respect to
surety  bonds  (whether  bid,  performance  or  otherwise),  letters  of credit,
banker's acceptances, drafts or similar documents or instruments issued for such
Person's account; (g) all indebtedness of such Person in respect of indebtedness
of another Person for borrowed money or indebtedness of another Person otherwise
described  in  this definition which is secured by any consensual lien, security
interest,  collateral  assignment, conditional sale, mortgage, deed of trust, or
other  encumbrance on any asset of such Person, whether or not such obligations,
liabilities  or  indebtedness are assumed by or are a personal liability of such
Person,  all  as of such time; (h) all obligations, liabilities and indebtedness
of  such Person (marked to market) arising under swap agreements, cap agreements
and  collar  agreements and other agreements or arrangements designed to protect
such  person  against  fluctuations  in  interest rates or currency or commodity
values;  and  (i)  all  obligations owed by such Person under License Agreements
with  respect  to non-refundable, advance or minimum guarantee royalty payments.

"Indenture"  means  that  certain  Indenture  dated  as  of  May  16, 2005 among
Borrower,  the "Guarantors" party thereto and U.S. Bank National Association, as
Trustee, as the same may be amended, restated or otherwise modified from time to
time.

"Information Certificate" shall mean, collectively, the Information Certificates
of  Borrower  and  Guarantors  constituting Exhibit B hereto containing material
information  with  respect to Borrower, Guarantors, their Subsidiaries and their
respective businesses and assets provided by Borrower and Guarantors to Agent in
connection  with  the  preparation  of  this  Agreement  and the other Financing
Agreements  and  the  financing  arrangements  provided  for  herein.

"Insolvency  Case"  shall  mean, as to any Person, any of the following: (i) any
case or proceeding with respect to such person under the Bankruptcy Code, or any
other  Federal,  State  or other bankruptcy, insolvency, reorganization or other
                                       17
<PAGE>
law  affecting creditors' rights or any other or similar proceedings seeking any
stay,  reorganization,  arrangement,  composition  or  readjustment  of  all  or
substantially all of the obligations and indebtedness of such person or (ii) any
proceeding  seeking  the  appointment  of  any receiver, trustee, administrator,
liquidator,  custodian  or  other  insolvency  official with similar powers with
respect  to  such  person or all or substantially all of its assets or (iii) any
proceeding  for  liquidation, dissolution or other winding up of the business of
such  person  or (iv) any general assignment for the benefit of creditors or any
general  marshaling  of  all  or substantially all of the assets of such person.

"Insolvency  Event"  shall  mean  the  commencement  of an Insolvency Case by or
against  Borrower  or  any  Obligor.

"Intellectual  Property"  shall  mean  all  patents,  patent rights, patent
applications,  copyright  rights,  works  which  are  the  subject  matter  of
copyrights,  copyright  registrations and registration applications, trademarks,
service  marks,  trade  names,  trade  styles,  trademark  and  service  mark
registrations  and registration applications and all goodwill symbolized by such
trademarks,  service  marks,  trade  names  and  trade  styles;  all extensions,
renewals,  reissues,  divisions, continuations, and continuations-in-part of any
of  the  foregoing;  all rights to sue for past, present and future infringement
of,  and  to  collect damages related thereto, any of the foregoing; inventions,
trade  secrets,  formulae,  processes, compounds, drawings, designs, blueprints,
surveys,  reports,  manuals,  operating  standards;  customer  and  other lists,
business  plans,  domain  names  and  domain  name  registrations;  software and
contract  rights  relating  to  computer  software  programs,  and  any  other
proprietary information in whatever form created or maintained; and all licenses
and  rights  to  use  any  and  all  of  the foregoing.  As to Borrower and each
Guarantor,  the  term  Intellectual  Property  shall  mean only the Intellectual
Property  now  owned  or  hereinafter  acquired  by  Borrower or such Guarantor.

"Interest  Expense"  shall  mean,  with  respect  to  Borrower  and  its
Subsidiaries  on  a  consolidated  basis  for  any  fiscal period, cash interest
expense  of  such  Persons  determined  in accordance with GAAP for such period.

"Interest  Period"  shall  mean  for  any  Eurodollar  Rate  Loan,  a  period of
approximately one (1), two (2), three (3) or six (6) months duration as Borrower
may  elect, the exact duration to be determined in accordance with the customary
practice  in the applicable Eurodollar Rate market; provided, that, Borrower may
not  elect  an  Interest  Period  which  will  end  after  the  last  day of the
then-current  term  of  this  Agreement.

"Interest  Rate"  shall  mean:
          (a)     Subject  to  clauses  (b)  and  (c)  of this definition below:
          (i)     as  to  Prime Rate Loans consisting of Revolving Loans, a rate
equal  to  the  Applicable  Margin  for Prime Rate Loans then in effect plus the
Prime  Rate,
          (ii)     as  to  Eurodollar Rate Loans, a rate equal to the Applicable
Margin  for  Eurodollar  Rate  Loans then in effect plus the Adjusted Eurodollar
Rate  (in  each  case,  based on the Eurodollar Rate applicable for the Interest
Period selected by Borrower, as in effect three (3) Business Days after the date
of receipt by Agent of the request of Borrower for such Eurodollar Rate Loans in
accordance  with the terms hereof, whether such rate is higher or lower than any
rate  previously  quoted  to  Borrower),  and
                                       18
<PAGE>
          (iii)     as to fees for Letter of Credit Accommodations, a rate equal
to  the  Applicable  Margin  for Letter of Credit Accommodations then in effect;
     (b)     If,  in  any month commencing after May 31, 2005, Borrower fails to
deliver  a  Borrowing  Base  Certificate reflecting the Borrowing Base as of the
last  Business  Day of the immediately preceding Fiscal Month in accordance with
Section  7.1(a)(i),  the  Applicable Margins shall be increased to their highest
levels  set  forth  in  the  definition of the term "Applicable Margin" (without
regard  to the amount of Excess Availability) effective as of the first Business
Day  of  such  month  until  such  time  as  Borrower  satisfies  such  delivery
requirement;  and
     (c)     Notwithstanding  anything  to the contrary contained in clauses (a)
and  (b) of this definition, with respect to Revolving Loans and fees for Letter
of  Credit Accommodations, the Applicable Margin otherwise used to calculate the
Interest Rate for Prime Rate Loans, Eurodollar Rate Loans and fees for Letter of
Credit  Accommodations  shall be the highest respective percentages set forth in
the  definition  of  the  term Applicable Margin for each such category (without
regard  to the amount of Excess Availability) plus in each case two percent (2%)
per  annum,  at  Agent's  or  the  Required Lenders' option, without notice, (A)
either (x) for the period on and after the date of termination or non-renewal of
the term of this Agreement until such time as all Obligations owing to Agent and
Lenders are indefeasibly paid in full in immediately available funds, or (y) for
the  period  from  and  after the date of the occurrence of any Event of Default
arising under Sections 10.1 (a)(i), (a)(ii), or (a)(iii) and for so long as such
Event  of  Default  is continuing and (B) on the Revolving Loans (or any portion
thereof)  to  Borrower  at  any  time  outstanding  which  are  in excess of the
Borrowing  Base, the Export-Related Borrowing Base, the Maximum Revolving Credit
or  the  Maximum  Exim Revolving Credit (whether or not such excess(es) arise or
are  made  with  or  without  Agent's  or  any Lender's knowledge or consent and
whether  made  before  or  after  an  Event  of  Default),

"Inventory" shall mean, as to Borrower and each Guarantor, all of Borrower's and
such  Guarantor's  now  owned and hereafter existing or acquired goods, wherever
located,  which  (a) are leased by Borrower or such Guarantor as lessor; (b) are
held  by  Borrower  for  sale  or  lease  or to be furnished under a contract of
service;  (c)  are  furnished  by Borrower or such Guarantor under a contract of
service;  or  (d)  consist  of raw materials, work in process, finished goods or
materials  used  or  consumed  in  its  business.

"Inventory Loan Limit" shall mean (a) with respect to all Eligible Inventory, an
amount  equal  to  $30,000,000  and  (b)  with respect to all Eligible Inventory
consisting  of  work  in  process,  an  amount  equal  to  $12,000,000.

"Investment  Property  Control Agreement" shall mean an agreement in writing, in
form  and  substance  reasonably  satisfactory  to  Agent,  by  and among Agent,
Borrower  or any Guarantor (as the case may be) and any securities intermediary,
commodity intermediary or other person who has custody, control or possession of
any  investment  property  of Borrower or such Guarantor acknowledging that such
securities  intermediary,  commodity  intermediary  or other person has custody,
control  or  possession  of such investment property on behalf of Agent, that it
will  comply  with  entitlement  orders originated by Agent with respect to such
                                       19
<PAGE>
investment  property,  or  other  instructions of Agent, or (as the case may be)
apply  any value distributed on account of any commodity contract as directed by
Agent,  in  each case, without the further consent of Borrower or such Guarantor
and  including  such other terms and conditions as Agent may reasonably require.

"Knowledge"  shall  mean  the  actual  knowledge by the chief executive officer,
chief financial officer, chief operating officer and/or comptroller of Borrower,
in  each  case  after  due  inquiry.

"LaSalle  Indenture"  shall  mean  that certain Indenture dated November 1, 1997
between  Borrower  and  LaSalle  National  Bank,  as  trustee.

"Lenders"  shall  mean  the  lenders  that are signatories hereto as Lenders and
other  persons  made  a  party  to this Agreement as a Lender in accordance with
Section 13.6 hereof, and their respective successors and assigns; each sometimes
being  referred  to  herein  individually  as  a  "Lender".

"Letter  of  Credit  Accommodations"  shall  mean  Exim  Letter  of  Credit
Accommodations  and  Non-Exim  Letter  of  Credit  Accommodations.

"License  Agreements"  shall  have the meaning set forth in Section 8.11 hereof.

"Loans"  shall  mean  the  Revolving  Loans  and  the  Special  Agent  Advances

"Management  Services  Agreement"  shall  mean  (a)  that  certain  Corporate
Development  and  Administrative Services Agreement dated as of the Closing Date
among  Equity  Sponsor,  Holdings and Borrower, as amended or otherwise modified
from  time  to  time  and  (b) the Management Services Agreement dated as of the
Closing  Date  among the Borrower, the YCII Litigation Trust and the individuals
listed  as  "Sellers"  therein.

"Margin  Stock"  shall mean "margin stock" as such term is defined in Regulation
T,  U  or  X  of  the  Federal  Reserve  Board.

"Material  Adverse  Effect"  shall  mean  a  material  adverse effect on (a) the
financial  condition,  business,  performance  or  operations  of  Borrower  and
Guarantors,  taken  as  a whole, or  the legality, validity or enforceability of
this  Agreement  or  any  of  the  other Financing Agreements; (b) the legality,
validity,  enforceability,  perfection or priority of the security interests and
liens  of  Agent  upon the Collateral; (c) the value of the Collateral,  (d) the
ability of Borrower to repay the Obligations or to perform its other obligations
under this Agreement or any of the other Financing Agreements as and when due or
to  be  performed;  (e)  the  ability  of  Agent  or  any  Lender to enforce the
Obligations  or to realize upon the Collateral; or (f) any of the other material
rights  and  remedies  of  Agent  and Lenders under this Agreement or any of the
other  Financing  Agreements.

"Material  Contract"  shall mean (a) any contract or other agreement (other than
the  Financing  Agreements),  written  or  oral,  of  Borrower  or any Guarantor
involving  monetary  liability  of  or  to  any Person in an amount in excess of
                                       20
<PAGE>
$250,000 in any Fiscal Year and (b) any other contract or other agreement (other
than  the  Financing  Agreements), whether written or oral, to which Borrower or
any  Guarantor  is  a party as to which the breach, nonperformance, cancellation
thereof  or  the  failure  to  renew  the same by any party thereto would have a
Material  Adverse  Effect.

"Maximum  Credit"  shall  mean,  at  any  time,  the  lesser  of (a) the Maximum
Revolving  Credit  and  (b)  the amount of Indebtedness permitted to be incurred
under  this  Agreement  under  the  terms  of  the  Indenture.
"Maximum  Exim  Revolving  Credit"  shall mean an amount approved by Exim not to
exceed  $2,500,000.

"Maximum  Revolving Credit" shall initially mean $60,000,000, as such amount may
be increased in $5,000,000 increments pursuant to Section 2.6, but not to exceed
$75,000,000, and as such amount may be reduced in $1,000,000 increments pursuant
to  Section  2.7.

"Mortgages" shall mean, individually and collectively, each of the following (as
the  same  now  exist  or  may  hereafter  be  amended,  modified, supplemented,
extended,  renewed, restated or replaced):  (a) the Mortgage, dated of even date
herewith,  by  Borrower  in favor of Agent with respect to the Real Property and
related  assets  of  Borrower  located at 1004 East Illinois Street, Assumption,
IL, (b) the Mortgage, dated of even date herewith, by Borrower in favor of Agent
with  respect to the Real Property and related assets of Borrower located at 901
North Main Street, Paris,  IL, (c) the Mortgage, dated of even date herewith, by
Borrower  in favor of Agent with respect to the Real Property and related assets
of  Borrower located at 106 Marshall Drive, Newton,  IL, (d) the Mortgage, dated
of  even  date  herewith, by Borrower in favor of Agent with respect to the Real
Property  and  related  assets  of  Borrower  located  at  110-110  South Coles,
Vandalia,  IL,  (e)  the  Mortgage,  dated of even date herewith, by Borrower in
favor  of Agent with respect to the Real Property and related assets of Borrower
located at 5205 4th Avenue South, Clear Lake, IA, (f) the Mortgage dated of even
date  herewith,  by Borrower in favor of Agent with respect to the Real Property
and related assets of Borrower located at 13217 Illinois Highway, Paris, IL, and
(g)  the  Mortgage,  dated  of even date herewith, by Borrower in favor of Agent
with respect to the Real Property and related assets of Borrower located at 1051
W.  North  Ave.,  Flora,  IL.

"Multiemployer  Plan"  shall  mean a "multi-employer plan" as defined in Section
3(37)  of  ERISA  which  is  or  was  at any time during the current year or the
immediately preceding six (6) years contributed to by Borrower, any Guarantor or
any  ERISA  Affiliate.

"Net Amount" shall mean, with respect to the Eligible Accounts, the gross amount
of  the  Eligible Accounts less the amount of (a) sales, excise or similar taxes
owed  by Borrower in respect thereof and (b) returns, discounts, claims, credits
and  allowances  of  any nature at any time issued, owing, granted, outstanding,
available  or  claimed  with  respect  thereto.
"Net  Orderly Liquidation Value" at any time means, with respect to Inventory or
any  piece  of  Equipment,  the estimated net recovery value of all Inventory or
such  piece  of  Equipment,  as applicable, as determined based on the then most
recent appraisal delivered in accordance with this Agreement, which reflects the
estimated  net cash value expected by the appraiser to be derived from a sale or
disposition  at a liquidation or going-out-of-business sale of such Inventory or
Equipment after deducting all costs, expenses and fees attributable to such sale
or  disposition,  including, without limitation, all fees, costs and expenses of
any  liquidator(s) engaged to conduct such sale or disposition and all costs and
expenses  of  removing  and  delivering  the  same  to  a  purchaser.

"Net  Orderly  Liquidation  Value Factor" at any time means the ratio of the Net
Orderly  Liquidation  Value  to  the  book  value  of  Inventory, expressed as a
                                       21
<PAGE>
percentage.  The  Net Orderly Liquidation Value Factor shall be determined as of
the  date  hereof based on the most recent appraisal delivered prior to the date
hereof  and shall be updated pursuant to appraisals delivered under Section 7.3.

"Net  Proceeds"  means,  with  respect to any asset, the aggregate cash proceeds
received  in  respect  of  its  sale,  disposition,  condemnation  or  casualty
(collectively,  a  "Disposition")  (including,  without  limitation,  any  cash
received  upon  the  sale  or  other  disposition  of any non-cash consideration
received  from  such  Disposition),  net  of  the  direct costs relating to such
Disposition,  including,  without  limitation,  legal, accounting and investment
banking  fees,  and sales commissions, and any relocation expenses incurred as a
result  of  such  Disposition,  taxes  paid  or  payable  as  a  result  of such
Disposition,  in  each case, after taking into account any available tax credits
or  deductions  and  any  tax  sharing  arrangements, and amounts required to be
applied to the repayment of Indebtedness, other than the Obligations, secured by
a  lien  on the asset subject to such Disposition and any reserve for adjustment
in  respect of the sale price of such asset established in accordance with GAAP.

"Non-Exim  Excess  Availability"  shall  mean,  as  to  Borrower,  the  amount,
calculated  at  any  date, equal to:  (a) the lesser of:  (i) the Borrowing Base
and  (ii)  the Maximum Revolving Credit less the then outstanding amount of Exim
Revolving  Loans  and Exim Letter of Credit Accommodations, minus (b) the amount
                                                            -----
of  all  then outstanding Non-Exim Revolving Loans and Non-Exim Letter of Credit
Accommodations.

"Non-Exim Letter of Credit Accommodations" shall mean, collectively, the letters
of  credit,  merchandise purchase or other guaranties (a) which are from time to
time  either issued or opened by Agent or any Lender for the account of Borrower
or  any  Obligor  or  (b)  with respect to which Agent or Lenders have agreed to
indemnify  the issuer or guaranteed to the issuer the performance by Borrower or
any  Obligor  of  its  obligations  to  such issuer; sometimes being referred to
herein individually as a "Non-Exim Letter of Credit Accommodation", in each case
provided  under  Section  2.2(a)(i)  hereof.

"Non-Exim  Revolving  Loans" shall mean the loans now or hereafter made by or on
behalf  of  any  Lender or by Agent for the account of any Lender on a revolving
basis  pursuant  to  the  Credit  Facility  (involving  advances, repayments and
readvances)  as  set  forth  in  Section  2.1(a)  hereof.

"Obligations"  shall mean any and all Loans, Letter of Credit Accommodations and
all  other  obligations,  liabilities and indebtedness of every kind, nature and
description  owing by Borrower and Obligors to Agent or any Lender and/or any of
their  Affiliates,  including  principal,  interest,  charges,  fees,  costs and
expenses,  however  evidenced, whether as principal, surety, endorser, guarantor
or  otherwise,  arising  under  this  Agreement  or  any  of the other Financing
Agreements  or  pursuant  to  any  Product  Obligations, whether now existing or
hereafter  arising,  whether  arising before, during or after the initial or any
renewal  term  of  this  Agreement  or  after  the commencement of any case with
                                       22
<PAGE>
respect  to  Borrower  or any Obligor under the United States Bankruptcy Code or
any  similar  statute (including the payment of interest and other amounts which
would  accrue  and  become due but for the commencement of such case, whether or
not such amounts are allowed or allowable in whole or in part in such case), and
whether direct or indirect, absolute or contingent, joint or several, due or not
due,  primary or secondary, liquidated or unliquidated, or secured or unsecured.

"Obligor"  shall  mean any guarantor, endorser, acceptor, surety or other person
liable on or with respect to the Obligations or who is the owner of any property
which  is  security  for  the  Obligations  (including,  without  limitation,
Guarantors),  other  than  Borrower.
"Owned  Intellectual  Property" shall have the meaning set forth in Section 8.11
hereof.

"Participant"  shall  mean any Person that acquires and holds a participation in
the  interest  of  any  Lender  in  any  of  the  Loans  and  Letter  of  Credit
Accommodations  in  conformity  with  the  provisions  of  Section  13.6 of this
Agreement  governing  participations.

"Permitted  Acquisition"  shall  mean  an  Acquisition  permitted  under Section
9.10(l)  hereof.

"Permitted  Bond  Repurchase"  shall  have the meaning set forth in Section 9.23
hereof.

"Permitted  Holders"  shall  mean  the  Equity  Sponsor  and Affiliates owned or
controlled  by  the  Equity  Sponsor.

"Person"  or  "person"  shall  mean  any  individual,  sole  proprietorship,
partnership,  corporation  (including  any corporation which elects subchapter S
status  under  the  Code),  limited  liability  company,  limited  liability
partnership,  business  trust,  unincorporated  association,  joint  stock
corporation,  trust,  joint  venture  or  other  entity or any government or any
agency  or  instrumentality  or  political  subdivision  thereof.

"Plan"  means  an  employee  benefit  plan (as defined in Section 3(3) of ERISA)
which  Borrower  or  any Guarantor sponsors, maintains, or to which it makes, is
making, or is obligated to make contributions, or in the case of a Multiemployer
Plan has made contributions at any time during the immediately preceding six (6)
plan  years.

"Prime  Rate"  shall  mean  the  rate  from  time  to time publicly announced by
Reference  Bank,  or  its  successors,  as  its  prime rate, whether or not such
announced  rate  is  the  best  rate  available  at  such  bank.

"Prime  Rate Loans" shall mean any Loans or portion thereof on which interest is
payable  based  on  the  Prime  Rate  in  accordance  with  the  terms  thereof.

"Prior Loan Agreement" shall mean that certain Loan and Security Agreement dated
as  of  October  31,  2003  (as amended) among Borrower, ALC, Congress Financial
Corporation  (Central)  and  the lenders from time to time party thereto and all
documents,  agreements  and  instruments  executed  in  connection  therewith.
                                       23
<PAGE>

"Prior Obligations" means the Obligations existing under (and as defined in) the
Prior  Loan  Agreement.

"Priority  Event" shall mean the occurrence of any one or more of the following:
(a)  the  occurrence  and  continuance  of  an  Event  of  Default under Section
10.1(a)(i)  or  (ii)  hereof;  (b) the occurrence and continuance of an Event of
Default  under  Sections 10.1(g) or 10.1(h) hereof; or (c) the occurrence of any
other  Event of Default and the acceleration by Agent of the payment of all or a
material  portion  of  the  Obligations, in each case after giving effect to any
applicable  cure  periods,  if  any.

"Product  Obligations"  shall mean every obligation of Borrower or any Guarantor
under  and  in  respect of any one or more of the following types of services or
facilities  extended  to  Borrower  or any Guarantor by Agent, any Lender or any
Affiliate  of  any  Lender  or  Agent: (i) credit cards, (ii) cash management or
related  services  including  the automatic clearing house transfer of funds for
the  account of Borrower or any Guarantor pursuant to agreement or overdraft and
(iii)  cash  management,  including  controlled  disbursement  services.

"Pro  Rata  Share"  shall  mean  as  to any Lender, the fraction (expressed as a
percentage)  the  numerator  of  which  is  such  Lender's  Commitment  and  the
denominator  of  which  is  the  aggregate  amount  of all of the Commitments of
Lenders,  as  adjusted  from  time  to time in accordance with the provisions of
Section  13.6  hereof;  provided, that, if the Commitments have been terminated,
the numerator shall be the unpaid amount of such Lender's Loans and its interest
in  the  Letter  of  Credit  Accommodations  and  the  denominator  shall be the
aggregate  amount  of  all unpaid Loans and Letter of Credit Accommodations; and

"Real Property" shall mean all now owned and hereafter acquired real property of
Borrower  and  each  Guarantor, including leasehold interests, together with all
buildings,  structures, and other improvements located thereon and all licenses,
easements  and  appurtenances  relating thereto, wherever located, including the
real  property  and related assets more particularly described in the Mortgages.

"Real  Property  Sublimit" shall have the meaning set forth in the definition of
Fixed  Asset  Amount.

"Receivables"  shall mean all of the following now owned or hereafter arising or
acquired  property  of  Borrower  and  each Guarantor: (a) all Accounts; (b) all
interest,  fees,  late charges, penalties, collection fees and other amounts due
or  to  become  due or otherwise payable in connection with any Account; (c) all
payment  intangibles  of  Borrower  or  such  Guarantor; (d)  letters of credit,
indemnities,  guarantees, security or other deposits and proceeds thereof issued
payable  to  Borrower  or any Guarantor or otherwise in favor of or delivered to
Borrower  or  any  Guarantor  in  connection  with any Account; or (e) all other
accounts,  contract  rights,  chattel  paper,  instruments,  notes,  general
intangibles  and  other forms of obligations owing to Borrower or any Guarantor,
whether  from  the  sale  and lease of goods or other property, licensing of any
property  (including  Intellectual  Property  or  other  general  intangibles),
                                       24
<PAGE>
rendition  of services or from loans or advances by Borrower or any Guarantor or
to  or  for  the benefit of any third person (including loans or advances to any
Affiliates or Subsidiaries of Borrower or any Guarantor) or otherwise associated
with any Accounts, Inventory or general intangibles of Borrower or any Guarantor
(including, without limitation, choses in action, causes of action, tax refunds,
tax  refund  claims,  any  funds  which  may  become  payable to Borrower or any
Guarantor  in  connection  with  the  termination  of any Plan or other employee
benefit plan and any other amounts payable to Borrower or any Guarantor from any
Plan  or  other  employee  benefit  plan, rights and claims against carriers and
shippers,  rights  to  indemnification,  business  interruption  insurance  and
proceeds  thereof,  casualty  or any similar types of insurance and any proceeds
thereof  and  proceeds  of  insurance  covering  the lives of employees on which
Borrower  or  any  Guarantor  is  a  beneficiary).

"Records"  shall  mean, as to Borrower and each Guarantor, all of Borrower's and
such  Guarantor's  present  and future books of account of every kind or nature,
purchase  and sale agreements, invoices, ledger cards, bills of lading and other
shipping evidence, statements, correspondence, memoranda, credit files and other
data  relating to the Collateral or any account debtor, together with the tapes,
disks,  diskettes  and  other  data and software storage media and devices, file
cabinets  or  containers  in or on which the foregoing are stored (including any
rights  of  Borrower  or  any Guarantor with respect to the foregoing maintained
with  or  by  any  other  person).

"Reference  Bank"  shall mean Wachovia Bank, National Association, or such other
bank  as Agent may from time to time designate and that is reasonably acceptable
to  Borrower.

"Register"  shall  have  the  meaning  set  forth  in  Section  13.6  hereof.

"Renewal  Date"  shall  have  the  meaning  set  forth  in  Section 13.1 hereof.

"Required  Lenders"  shall  mean, at any time, those Lenders whose aggregate Pro
Rata  Shares  exceed  fifty (50%) percent of the aggregate of the Commitments of
all  Lenders,  or if the Commitments shall have been terminated, Lenders to whom
more  than  fifty  (50%)  percent of the then outstanding Obligations are owing.

"Required  Supermajority  Lenders"  shall  mean at any time, those Lenders whose
Commitments  aggregate  seventy  (70%)  percent  or more of the aggregate of the
Commitments  of  all  Lenders, or if the Commitments shall have been terminated,
Lenders  to  whom  at  least  seventy  (70%)  percent  of  the  then outstanding
Obligations  are  owing.

"Reserves" shall mean as of any date of determination, such amounts as Agent may
from  time  to  time  establish  and revise in good faith reducing the amount of
Revolving  Loans  and  Letter  of Credit Accommodations which would otherwise be
available  to  Borrower  under  the  lending  formulas  provided  for  herein:
     (a)     to  reflect  events,  conditions,  contingencies or risks which, as
determined  by Agent in good faith, adversely affect, or would have a reasonable
likelihood  of  adversely  affecting,  either  (i)  the  Collateral or any other
property  which is security for the Obligations or its value or (ii) the assets,
                                       25
<PAGE>
business or prospects of Borrower or any Obligor or (iii) the security interests
and  other  rights  of  Agent  or  any  Lender  in the Collateral (including the
enforceability,  perfection  and  priority  thereof  and  the  absence  of  any
Collateral  Access  Agreement  required to be obtained under this Agreement); or
(b)     to  reflect  Agent's  good  faith  belief  that any collateral report or
financial  information  furnished  by  Borrower  or  any  Obligor  to  Agent  is
incomplete,  inaccurate  or  misleading  in  any  material  respect;  or
(c)     in  respect  of  any state of facts which Agent determines in good faith
constitutes  an  Event  of  Default;  or
(d)     to reflect reserves required to be taken by Agent under the terms of the
Exim  Guarantee  Documents.
     Without  limiting  the  generality  of  the  foregoing,  Reserves  may  be
established  from  time to time to reflect that (i) dilution with respect to the
Accounts  (which  is the ratio of the aggregate amount of non-cash reductions in
Accounts  for any period to the aggregate dollar amount of the sales of Borrower
for  such  period)  as calculated by Agent in good faith for any period is or is
reasonably  anticipated  to  be  greater  than five (5%) percent or (ii) the Net
Orderly  Liquidation Value of the Eligible Equipment or Fair Market Value of the
Eligible  Real  Property  as  set forth in the most recent acceptable appraisals
received by Agent with respect thereto has declined so that the then outstanding
principal  amount  of  the  Revolving  Loans that were advanced against Eligible
Equipment  or  Eligible  Real  Property is greater than the principal amounts of
Revolving  Loans  that are permitted to be advanced at the date of determination
of  such  Reserves.
To  the  extent  Agent establishes new criteria or revises existing criteria for
Eligible  Accounts,  Eligible  Inventory,  Export-Related Accounts Receivable or
Export-Related Inventory so as to address any circumstances, condition, event or
contingency  as  permitted by and in accordance with this Agreement, Agent shall
not  establish  a  Reserve  for  the  same  purpose.
The  amount of any Reserve established by Agent under this definition shall have
a  reasonable  relationship  to  the  event,  condition,  circumstance  or other
contingency  which  is  the basis for establishing such reserve as determined by
Agent  in good faith.  Agent shall provide a written or oral notice (followed by
a  written  notice  in  the  case of any initial oral notice), at the time of or
prior  to the establishment of any Reserve after the Closing Date, detailing the
amount  and  reason  for  such  Reserve.  To  the  extent  a  Reserve  has  been
established based on an event or condition and such event or condition no longer
exists or exposes the Borrower or Collateral to any risks as determined by Agent
in  good  faith,  such  Reserve  shall  be  removed.

"Revolving  Loans" shall mean Exim Revolving Loans and Non-Exim Revolving Loans.

"Seller"  means  all  the  parties  designated  as  "Stockholders"  under  the
Acquisition  Agreement.

"Senior  Notes"  means  those certain 12% Senior Notes due 2013 issued under the
Indenture.

"Solvent"  shall mean, at any time with respect to any Person, that at such time
(a)  such  Person  is  able  to  pay its debts as they mature and has (and has a
reasonable  basis  to  believe it will continue to have) sufficient capital (and
not  unreasonably  small  capital)  to carry on its business consistent with its
practices as of the date hereof, and (b) the Fair Market Value of the assets and
properties  of  such Person (and including as assets for this purpose all rights
                                       26
<PAGE>
of  subrogation,  contribution  or  indemnification  arising  pursuant  to  any
guarantees  given  by  such  Person)  are  greater than the Indebtedness of such
Person  and  including  subordinated  and contingent liabilities computed at the
amount  which,  such  person  has  a  reasonable basis to believe, represents an
amount which can reasonably be expected to become an actual or matured liability
(and  including  as  to contingent liabilities arising pursuant to any guarantee
the  face  amount  of such liability as reduced to reflect the probability of it
becoming  a  matured  liability).

"Special  Agent  Advances"  shall  have  the  meaning set forth in Section 12.11
hereof.

"Specified  Amounts"  shall have the meaning set forth in Section 6.4(a) hereof.

"Subsidiary"  or  "subsidiary"  shall  mean,  with  respect  to  any Person, any
corporation,  limited  liability company, limited liability partnership or other
limited  or  general partnership, trust, association or other business entity of
which  an  aggregate  of  a  majority  of the outstanding Capital Stock or other
interests  entitled  to  vote  in the election of the board of directors of such
corporation  (irrespective  of  whether, at the time, Capital Stock of any other
class  or  classes  of such corporation shall have or might have voting power by
reason  of  the  happening  of  any  contingency),  managers,  trustees or other
controlling  persons,  or  an  equivalent  controlling interest therein, of such
Person  is, at the time, directly or indirectly, owned by such Person and/or one
or  more  subsidiaries  of  such  Person.

"Trigger  Event" shall mean that (a) an Event of Default shall have occurred and
shall  be  continuing  and/or  that  (b)  Excess Availability shall be less than
$7,500,000;  provided,  that a Trigger Event shall remain in existence until (i)
Excess  Availability  has  exceeded  $7,500,000  for four (4) consecutive weekly
periods  (with  each  such  weekly  period  ending  on  a  Friday) following the
occurrence  of  such  Trigger Event and (ii) no Event of Default has occurred or
continues  to exist during such four (4) week period; provided, further, that if
a  Trigger  Event  occurs  three  (3)  times  in  any  360  day period, then any
subsequent  Trigger  Event  to  occur  in  such  360  day period shall remain in
existence  until  the  requirements  set  forth  in clauses (i) and (ii) in this
definition  have  been  satisfied  for  four  (4)  consecutive  weekly  periods
commencing  after  the  sixtieth  (60th)  day  following  the occurrence of such
subsequent  Trigger  Event.

"UCC"  shall  mean  the  Uniform  Commercial  Code  as in effect in the State of
Illinois, and any successor statute, as in effect from time to time (except that
terms  used herein which are defined in the Uniform Commercial Code as in effect
in  the  State  of  Illinois  on the date hereof shall continue to have the same
meaning  notwithstanding  any replacement or amendment of such statute except as
Agent  may  otherwise  determine).

"Value"  shall  mean,  with  respect to Eligible Inventory, the lower of its (a)
cost, computed on a first-in first-out basis in accordance with GAAP or (b) Fair
Market  Value;  provided, that, for purposes of the calculation of the Borrowing
Base,  (i) the Value of the Inventory shall not include:  (A) the portion of the
value  of  Inventory  equal  to  the  profit earned by any Affiliate on the sale
thereof  to  Borrower  or (B)  write-ups or write-downs in value with respect to
currency  exchange  rates  and  (ii)  notwithstanding  anything  to the contrary
contained herein, the cost of the Inventory shall be computed in the same manner
and  consistent  with  the  most  recent appraisal of the Inventory received and
accepted  by  Agent  prior  to  the  date  hereof,  if  any.
                                       27
<PAGE>

"Voting  Stock"  shall  mean  with  respect  to  any Person, (a) one (1) or more
classes of Capital Stock of such Person having general voting powers to elect at
least a majority of the board of directors, managers or trustees of such Person,
irrespective  of whether at the time Capital Stock of any other class or classes
has  or  might  have voting power by reason of the happening of any contingency,
and  (b)  any  Capital  Stock of such Person convertible or exchangeable without
restriction  at  the  option  of  the  holder thereof into Capital Stock of such
Person  described  in  clause  (a)  of  this  definition.

"Wachovia"  shall  mean  Wachovia  Capital  Finance  Corporation  (Central),  an
Illinois  corporation,  in  its  individual  capacity,  and  its  successors and
assigns.

SECTION  2.     CREDIT  FACILITIES
                ------------------
     2.1     Revolving  Loans.
     (a)     Non-Exim  Revolving  Loans.  (i)  Subject to and upon the terms and
             --------------------------
conditions  contained  herein, each Lender severally (and not jointly) agrees to
fund  its  Pro  Rata  Share of Non-Exim Revolving Loans to Borrower from time to
time  in  amounts requested by Borrower up to the amount outstanding at any time
equal  to the lesser of:  (A) the Borrowing Base at such time or (B) the Maximum
Revolving  Credit  at  such  time minus the aggregate amount of outstanding Exim
Revolving  Loans  and  Letter  of  Credit  Accommodations.
     (ii)     INTENTIONALLY  OMITTED.
              ----------------------
(iii)     Except  in  Agent's discretion, with the consent of all Lenders, or as
otherwise provided herein, but subject to Section 12.8 hereof, in the event that
the  aggregate  principal  amount  of  the Non-Exim Revolving Loans and Non-Exim
Letter  of  Credit  Accommodations  outstanding exceed the Borrowing Base or the
Maximum  Revolving  Credit  minus  the  aggregate  amount  of  outstanding  Exim
Revolving  Loans  and  Exim  Letter  of  Credit Accommodations, or the aggregate
principal  amount  of  Non-Exim  Revolving  Loans  and Non-Exim Letter of Credit
Accommodations  based  on  Eligible Inventory exceed the Inventory Loan Limit or
the  aggregate  amount of the outstanding Letter of Credit Accommodations exceed
the  sublimit  for  Letter of Credit Accommodations set forth in Section 2.2(e),
such  event  shall  not  limit, waive or otherwise affect any rights of Agent or
Lenders  in  such  circumstances  or on any future occasions and Borrower shall,
upon  demand  by  Agent,  which  may  be  made at any time or from time to time,
immediately  repay  to  Agent  the  entire  amount  of any such excess for which
payment  is  demanded.
     (b)     Exim  Revolving  Loans.  (i)  Subject  to  and  upon  the terms and
             ----------------------
conditions  contained  herein, each Lender severally (and not jointly) agrees to
fund its Pro Rata Share of Exim Revolving Loans to Borrower from time to time in
amounts  requested by Borrower up to the amount outstanding at any time equal to
the  lesser  of:  (A)  the  Export-Related  Borrowing Base at such time, (B) the
Maximum  Exim  Revolving  Credit  or  (C) the Maximum Revolving Credit minus the
aggregate  amount  of  outstanding Non-Exim Revolving Loans and Letter of Credit
Accommodations  at  such  time.
     (ii)     Except  in Agent's discretion, with the consent of all Lenders, or
as  otherwise  provided herein, in the event that the aggregate principal amount
                                       28
<PAGE>
of  Exim  Revolving  Loans  and Exim Letter of Credit Accommodations outstanding
exceed  (x)  the  Export-Related  Borrowing Base, (y) the Maximum Exim Revolving
Credit  or  (z)  the  Maximum  Revolving  Credit  minus  the aggregate amount of
outstanding  Non-Exim  Revolving  Loans  and  Non-Exim  Letter  of  Credit
Accommodations, such event shall not limit, waive or otherwise affect any rights
of  Agent  or  Lenders  in  such  circumstances  or  on any future occasions and
Borrower shall, upon demand by Agent, which may be made at any time or from time
to  time,  immediately  repay  to Agent the entire amount of any such excess for
which  payment  is  demanded.
     2.2     Letter  of  Credit  Accommodations.
     (a)     (i)  Subject to and upon the terms and conditions contained herein,
at  the  request  of Borrower, Agent agrees, for the ratable risk of each Lender
according  to  its  Pro Rata Share, to provide or arrange for Non-Exim Letter of
Credit  Accommodations  for  the  account  of  Borrower  containing  terms  and
conditions  reasonably acceptable to Agent and acceptable to the issuer thereof.
Any  payments  made by or on behalf of Agent or any Lender to any issuer thereof
and/or  related  parties  in  connection  with  the  Non-Exim  Letter  of Credit
Accommodations  provided  to  or  for  the  benefit of Borrower shall constitute
additional  Non-Exim  Revolving  Loans  to  Borrower pursuant to Section 2.1(a);
provided,  that  if there is insufficient Non-Exim Excess Availability as of the
    ----
date  of  such  payment,  Borrower  shall reimburse Agent for the amount of such
payment  within  one  (1)  Business  Day  after  demand  therefor.
     (i)     hidden  level
(ii)     Subject  to  and upon the terms and conditions contained herein, at the
request of Borrower, Agent agrees, for the ratable risk of each Lender according
to  its  Pro  Rata  Share,  to  provide  or  arrange  for  Exim Letter of Credit
Accommodations  for  the  account  of  Borrower  containing terms and conditions
reasonably  acceptable  to  Agent  and  acceptable  to  the issuer thereof.  Any
payments  made  by  or  on  behalf  of Agent or any Lender to any issuer thereof
and/or  related  parties  in  connection  with  the  Exim  Letter  of  Credit
Accommodations  provided  to  or  for  the  benefit of Borrower shall constitute
additional  Exim  Revolving  Loans  to  Borrower  pursuant  to  Section  2.1(b);
provided,  that if there is insufficient Exim Excess Availability as of the date
of  such  payment, Borrower shall reimburse Agent for the amount of such payment
within  one  (1)  Business  Day  after  demand  therefor.
     (b)     In addition to any charges, fees or expenses charged by any bank or
issuer  in  connection  with the Letter of Credit Accommodations, Borrower shall
pay to Agent, for the benefit of Lenders, a letter of credit fee at a rate equal
to  the  Interest Rate then in effect on the daily outstanding balance available
to  be  drawn  on the Letter of Credit Accommodations issued and outstanding for
the  immediately preceding month (or part thereof), payable in arrears as of the
first  day  of  each  succeeding  month.  Such  letter  of  credit  fee shall be
calculated  on the basis of a three hundred sixty (360) day year and actual days
elapsed  and  the  obligation  of  Borrower  to  pay  such fee shall survive the
termination  of  this  Agreement.
(c)     Borrower shall give Agent two (2) Business Days' prior written notice of
Borrower's  request  for the issuance of a Letter of Credit Accommodation.  Such
notice  shall  be  irrevocable  and  shall specify whether such Letter of Credit
Accommodation  is an Exim Letter of Credit Accommodation or a Non-Exim Letter of
Credit  Accommodation,  the  original  face  amount  of  the  Letter  of  Credit
Accommodation requested, the effective date (which date shall be a Business Day)
of  issuance  of  such  requested  Letter  of Credit Accommodation, whether such
Letter of Credit Accommodation may be drawn in a single or in partial draws, the
                                       29
<PAGE>
date  on which such requested Letter of Credit Accommodation is to expire (which
date  shall  be  a  Business  Day),  the purpose for which such Letter of Credit
Accommodation  is  to  be issued, and the beneficiary of the requested Letter of
Credit Accommodation.  Borrower shall attach to such notice the proposed form of
the  Letter  of  Credit  Accommodation.
(d)     In  addition  to  being  subject  to  the satisfaction of the applicable
conditions  precedent  contained  in  Section  4  hereof and the other terms and
conditions  contained  herein,  no  Letter  of  Credit  Accommodations  shall be
available  unless each of the following conditions precedent have been satisfied
in a manner reasonably satisfactory to Agent:  (i) Borrower shall have delivered
to  the proposed issuer of such Letter of Credit Accommodation at such times and
in  such manner as such proposed issuer may require, an application, in form and
substance  satisfactory  to  such proposed issuer and Agent, for the issuance of
the  Letter  of Credit Accommodation and such other documents as may be required
pursuant  to the terms thereof, and the form and terms of the proposed Letter of
Credit  Accommodation shall be reasonably satisfactory to Agent and satisfactory
to such proposed issuer, (ii) as of the date of issuance, no order of any court,
arbitrator  or other Governmental Authority shall purport by its terms to enjoin
or  restrain  money center banks generally from issuing letters of credit of the
type  and  in  the amount of the proposed Letter of Credit Accommodation, and no
law,  rule  or  regulation  applicable  to  money  center banks generally and no
request  or  directive  (whether  or  not  having  the  force  of  law) from any
Governmental Authority with jurisdiction over money center banks generally shall
prohibit,  or  request  that  the  proposed  issuer  of  such  Letter  of Credit
Accommodation  refrain  from, the issuance of letters of credit generally or the
issuance  of  such  Letters  of  Credit Accommodation; and (iii) the Exim Excess
Availability  or Non-Exim Excess Availability, as applicable, of Borrower, prior
to  giving  effect  to  such Letter of Credit Accommodations, on the date of the
proposed  issuance  of any Letter of Credit Accommodations, shall be equal to or
greater  than:  (A)  if  the  proposed Letter of Credit Accommodation is for the
purpose  of  purchasing Eligible Inventory or Eligible Export-Related Inventory,
as  applicable, and the documents of title with respect thereto are consigned to
the  issuer, the sum of (1) the product of (x) a percentage equal to one hundred
(100%)  percent  minus  the  then applicable percentage with respect to Eligible
Inventory  or Eligible Export-Related Inventory, as applicable, set forth in the
definition  of  the  term  Borrowing  Base  or Export-Related Borrowing Base, as
applicable,  multiplied  by (y) the Value of such Eligible Inventory or Eligible
Export-Related Inventory, as applicable, plus (2) freight, taxes, duty and other
amounts  which  are  or  will  be  due,  or  if not then determined, which Agent
reasonably  estimates  in  good  faith  must  be  paid  in  connection with such
Inventory  upon  arrival  and  for  delivery  to one of Borrower's locations for
Eligible  Inventory  or Eligible Export-Related Inventory, as applicable, within
the  United  States  of  America  and  (B)  if  the  proposed  Letter  of Credit
Accommodation  is  for  any  other  purpose  or  the  documents of title are not
consigned  to the issuer in connection with a Letter of Credit Accommodation for
the  purpose  of  purchasing  Inventory,  an  amount equal to one hundred (100%)
percent  of  the  face  amount thereof and all other commitments and obligations
made  or  incurred  by  Agent  with  respect  thereto.
(e)     Except  in  Agent's  discretion,  with  the  consent of all Lenders, the
amount  of  all  outstanding  Letter  of  Credit  Accommodations  and  all other
commitments  and  obligations  made  or  incurred  by  Agent  or  any  Lender in
connection  therewith  shall  not  at  any  time  exceed  $15,000,000.
                                       30
<PAGE>
(f)     Borrower  and  Guarantors  shall  indemnify  and  hold Agent and Lenders
harmless  from  and  against  any  and all losses, claims, damages, liabilities,
costs  and  expenses which Agent or any Lender may suffer or incur in connection
with  any  Letter  of  Credit  Accommodations  and  any  documents,  drafts  or
acceptances  relating  thereto,  including  any  losses,  claims,  damages,
liabilities,  costs  and  expenses  due  to  any  action  taken by any issuer or
correspondent  with  respect  to  any Letter of Credit Accommodation, except for
such  losses,  claims, damages, liabilities, costs or expenses that are a direct
result  of  the gross negligence or willful misconduct of Agent or any Lender as
determined  pursuant  to  a  final  non-appealable order of a court of competent
jurisdiction.  Borrower and each Guarantor assumes all risks with respect to the
acts  or  omissions  of  the drawer under or beneficiary of any Letter of Credit
Accommodation and for purposes of this indemnity the drawer or beneficiary shall
be  deemed Borrower's agent.  Borrower and each Guarantor assumes all risks for,
and  agrees  to  pay,  all  foreign,  Federal, State and local taxes, duties and
levies  relating  to any goods purchased in connection with any Letter of Credit
Accommodations or any documents, drafts or acceptances thereunder.  Borrower and
each  Guarantor  hereby  releases  and holds Agent and Lenders harmless from and
against  any  acts,  waivers,  errors,  delays  or  omissions, whether caused by
Borrower,  any  Guarantor,  by  any  issuer  or  correspondent or otherwise with
respect  to  or  relating  to any Letter of Credit Accommodation, except for the
gross  negligence  or  willful  misconduct  of Agent or any Lender as determined
pursuant  to a final, non-appealable order of a court of competent jurisdiction.
The  provisions  of this Section 2.2(f) shall survive the payment of Obligations
and  the  termination  of  this  Agreement.
(g)     In  connection  with  Inventory  purchased  pursuant to Letter of Credit
Accommodations,  Borrower and Guarantors shall, at Agent's request, instruct all
suppliers, carriers, forwarders, customs brokers, warehouses or others receiving
or  holding  cash,  checks,  Inventory,  documents or instruments in which Agent
holds  a  security interest to deliver them to the Blocked Accounts (in the case
of cash or checks) or to Agent and/or subject to Agent's order (as to such other
items),  and  if they shall come into Borrower's or such Guarantor's possession,
to  deliver  them, upon Agent's request, to the Blocked Accounts (in the case of
cash  or  checks)  or  to Agent in their original form (as to such other items).
Borrower  and  Guarantors shall also, at Agent's request, designate Agent as the
consignee  on  all  bills  of  lading  and  other  negotiable and non-negotiable
documents.
(h)     Borrower  and  each  Guarantor hereby irrevocably authorizes and directs
any  issuer  of  a  Letter  of  Credit  Accommodation  to  name Borrower or such
Guarantor  as the account party therein and to deliver to Agent all instruments,
documents  and  other  writings  and property received by issuer pursuant to the
Letter of Credit Accommodations and to accept and rely upon Agent's instructions
and agreements with respect to all matters arising in connection with the Letter
of Credit Accommodations or the applications therefor.  Nothing contained herein
shall  be  deemed  or  construed to grant Borrower or any Guarantor any right or
authority  to pledge the credit of Agent or any Lender in any manner.  Agent and
Lenders shall have no liability of any kind with respect to any Letter of Credit
Accommodation  provided by an issuer other than Agent or any Lender unless Agent
has duly executed and delivered to such issuer the application or a guarantee or
indemnification  in writing with respect to such Letter of Credit Accommodation.
Borrower  and Guarantors shall be bound by any reasonable interpretation made in
good faith by Agent, or any other issuer or correspondent under or in connection
with  any Letter of Credit Accommodation or any documents, drafts or acceptances
thereunder,  notwithstanding  that  such interpretation may be inconsistent with
any  instructions  of  Borrower or any Guarantor.  Agent shall have the sole and
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exclusive  right and authority to, and Borrower and Guarantors shall not: (i) at
any  time  an  Event  of  Default  exists or has occurred and is continuing, (A)
approve  or resolve any questions of non-compliance of documents with respect to
Letter  of  Credit Accommodations, (B) give any instructions as to acceptance or
rejection  of  any  documents  or  goods  with  respect  to  Letter  of  Credit
Accommodations  or  (C) execute any and all applications for steamship or airway
guaranties,  indemnities  or  delivery  orders  with respect to Letter of Credit
Accommodations,  and (ii) at all times (provided that if no Event of Default has
occurred,  Agent  shall  not  exercise  any of the following unless agreed to by
Borrower  in  writing  in advance), (A) grant any extensions of the maturity of,
time  of  payment  for,  or time of presentation of, any drafts, acceptances, or
documents, and (B) agree to any amendments, renewals, extensions, modifications,
changes  or  cancellations  of  any  of  the  terms  or conditions of any of the
applications,  Letter  of  Credit  Accommodations,  or  documents,  drafts  or
acceptances  thereunder or any letters of credit included in the Collateral, but
in  each  case  (including  while  an  Event  of  Default  has  occurred  and is
continuing)  only  if  the  same  does not increase the liabilities or adversely
affect the rights of Borrower or any Guarantor to more than a de minimis extent.
Agent  may  take such actions either in its own name or in Borrower's name or in
any  Guarantor's  name.
(i)     Any  rights,  remedies,  duties  or obligations granted or undertaken by
Borrower  or any Guarantor to any issuer or correspondent in any application for
any  Letter  of  Credit  Accommodation,  or  any other agreement in favor of any
issuer or correspondent relating to any Letter of Credit Accommodation, shall be
deemed to have been granted or undertaken by Borrower or such Guarantor to Agent
for  the  ratable  benefit  of Lenders.  Any duties or obligations undertaken by
Agent to any issuer or correspondent in any application for any Letter of Credit
Accommodation,  or  any  other  agreement  by  Agent  in  favor of any issuer or
correspondent  to  the  extent  relating  to any Letter of Credit Accommodation,
shall  be deemed to have been undertaken by Borrower and Guarantors to Agent for
the  ratable  benefit  of  Lenders  and to apply in all respects to Borrower and
Guarantors.
(j)     Immediately  upon  the  issuance  or  amendment  of any Letter of Credit
Accommodation,  each  Lender  shall  be  deemed  to  have  irrevocably  and
unconditionally  purchased  and  received,  without  recourse  or  warranty,  an
undivided  interest  and  participation  to the extent of such Lender's Pro Rata
Share  of  the  liability  with  respect  to such Letter of Credit Accommodation
(including,  without  limitation,  all  Obligations  with  respect  thereto).
(k)     Borrower  is  irrevocably  and  unconditionally  obligated  without
presentment, demand or protest, to pay to Agent any amounts paid by an issuer of
a  Letter  of  Credit  Accommodation  with  respect  to  such  Letter  of Credit
Accommodation (whether through the borrowing of Non-Exim Revolving Loans or Exim
Revolving  Loans  in accordance with Section 2.2(a) or otherwise).  In the event
that  Borrower  fails  to  pay  Agent  any  payment  under  a  Letter  of Credit
Accommodation  in  an  amount equal to the amount of such payment as required in
Section  2.2(a),  Agent  (to  the  extent  it  has  actual notice thereof) shall
promptly  notify each Lender of the unreimbursed amount of such payment and each
Lender agrees, upon one (1) Business Day's notice, to fund to Agent the purchase
of  its  participation in such Letter of Credit Accommodation in an amount equal
to  its  Pro  Rata Share of the unpaid amount.  The obligation of each Lender to
                                       32
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deliver to Agent an amount equal to its respective participation pursuant to the
foregoing  sentence  is  absolute and unconditional and such remittance shall be
made  notwithstanding the occurrence or continuance of any Event of Default, the
failure to satisfy any other condition set forth in Section 4 or any other event
or  circumstance.  If  such  amount  is not made available by a Lender when due,
Agent  shall  be entitled to recover such amount on demand from such Lender with
interest  thereon, for each day from the date such amount was due until the date
such  amount  is  paid to Agent at the interest rate then payable by Borrower in
respect  of  Loans  that  are  Prime  Rate  Loans as set forth in Section 3.1(a)
hereof.
     2.3     [Intentionally  Omitted].
     2.4     Amortization  of  Fixed  Asset  Amount  and Fixed Asset Acquisition
Value

     (a)     The  Equipment  Sublimit  (determined  as of the date hereof and as
adjusted  pursuant  to  the  last sentence hereof) shall be reduced on the first
Business  Day of each month, commencing on the first Business Day of June, 2005,
by  an  amount  sufficient (assuming a like repayment each month) to reduce such
Equipment  Sublimit  to  zero  ($0) by the first Business Day of May, 2012.  The
Real  Property  Sublimit  (determined  as  of  the  date  hereof and as adjusted
pursuant to the last sentence hereof) shall be reduced on the first Business Day
of  each month, commencing on the first Business Day of June, 2005, by an amount
sufficient  (assuming  a like repayment each month) to reduce such Real Property
Sublimit  to  zero ($0) by the first Business Day of May, 2015.  Notwithstanding
the  foregoing,  in the event of any sale, disposition, condemnation or casualty
of  Equipment  or  Real  Property of Borrower (or in the event of receipt of any
condemnation  awards  or  casualty  insurance  proceeds in respect thereof), the
value  of  which Equipment or Real Property has been included in the Fixed Asset
Amount,  the Fixed Asset Amount shall be reduced on the date of such event by an
amount  equal  to  that  portion  of the Fixed Asset Amount attributable to such
Equipment  or  Real  Property,  and  such  reduction  shall  be allocated to the
applicable  installment  reductions  described  above  proportionally.
(b)     Whenever  any  Eligible Equipment is acquired after the date hereof, the
Fixed  Asset  Acquisition  Value of such Equipment shall be reduced on the first
Business  Day  of  each month, commencing on the first Business Day of the month
following the date on which such Fixed Asset Acquisition Value became effective,
by  an  amount  sufficient (assuming a like repayment each month) to reduce such
Fixed Asset Acquisition Value to zero ($0) on the first Business Day of the 83rd
month  following  such  first reduction.  In the event of any sale, disposition,
condemnation  or casualty of any such Eligible Equipment acquired after the date
hereof  (or  in  the  event  of  receipt  of any condemnation awards or casualty
insurance  proceeds  in  respect  thereof), the Fixed Asset Acquisition Value of
such Equipment which has been included in the Borrowing Base, shall no longer be
included  in  or  counted  against  the Fixed Asset Acquisition Sublimit and the
Fixed Asset Acquisition Value of such Equipment shall be deemed to be $0 (unless
and  until,  in the case of Equipment damaged by a casualty, the same shall have
been  repaired  or  restored  to at least the condition that existed immediately
before  such  casualty).
     2.5     Commitments
     .  The  aggregate  amount  of each Lender's Pro Rata Share of the Loans and
Letter  of  Credit  Accommodations  shall not exceed the amount of such Lender's
Commitment,  as the same may from time to time be amended in accordance with the
provisions  hereof.
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     2.6     Maximum  Revolving  Credit  Increases
     .  Borrower  may  elect to increase the Maximum Revolving Credit in minimum
increments  of $5,000,000; provided, that (a) Borrower shall have provided Agent
                           --------
with five (5) Business Days' prior written notice of such election, (b) no Event
of  Default  shall  have  occurred  and  be  continuing  immediately before, and
immediately  after  giving  effect  to, such increase, (c) the Maximum Revolving
Credit shall in no event exceed $75,000,000 and (d) prior to exercising any such
election  to  increase  the  Maximum  Revolving  Credit, Borrower shall not have
elected  to  reduce the Maximum Revolving Credit under Section 2.7.  An election
to  increase  the  Maximum  Revolving  Credit  shall  be  irrevocable  and  once
increased,  the  Maximum  Revolving  Credit may not be reduced without the prior
written  consent  of Agent except as provided in Section 2.7.  Any such increase
to  the  Maximum Revolving Credit shall automatically increase the Commitment of
each Lender ratably among all Lenders' Commitments unless otherwise agreed to by
the  Lenders.
     2.7     Minimum  Revolving  Credit  Reductions
     .  Borrower  may  elect  to  reduce the Maximum Revolving Credit in minimum
increments  of $1,000,000; provided, that (a) Borrower shall have provided Agent
with  five  (5)  Business Days' prior written notice of such election, (b) after
giving effect to any such reduction, the principal amount of Loans and Letter of
Credit  Accommodations  then  outstanding shall not exceed the Maximum Revolving
Credit  as reduced and (c) as a result of such reductions, the Maximum Revolving
Credit  shall  in  no event be less than $50,000,000 until the date which is the
first  anniversary  of  the  date  hereof.  An  election  to  reduce the Maximum
Revolving  Credit shall be irrevocable and once decreased, the Maximum Revolving
Credit  may  not  be  increased without the prior written consent of Agent.  Any
reduction  to  the  Maximum  Revolving  Credit  shall  automatically  reduce the
Commitments  of  such  Lender  ratably  among  all  Lenders'  Commitments unless
otherwise  agreed  to  by  the  Lenders.
     2.8     Voluntary  Prepayments
     .  Borrower  may from time to time prepay the principal amount of Revolving
Loans outstanding in minimum increments of $1,000,000 without premium or penalty
or  a  reduction  in  the  Maximum  Revolving  Credit.
     2.9     Payment  of  Excess  Borrowings.
       If  at  any  time  the outstanding Obligations exceed the Maximum Credit,
Borrower  shall immediately prepay the Revolving Loans by an amount equal to the
amount  of  such  excess.
SECTION  3.     INTEREST  AND  FEES
                -------------------
     3.1     Interest.
     (a)     Borrower  shall  pay to Agent, for the benefit of Lenders, interest
on  the  outstanding  principal  amount  of the Loans at the applicable Interest
Rate.  All  interest  accruing  hereunder  on and after the date of any Event of
Default  or  termination  hereof  shall  be  payable  on  demand.
(b)     With  respect  to any requests for Loans made in accordance with Section
6.5,  Borrower may from time to time request Prime Rate Loans or Eurodollar Rate
Loans,  or  may  request  that  Prime Rate Loans be converted to Eurodollar Rate
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<PAGE>
Loans  or  that  any  existing  Eurodollar Rate Loans continue for an additional
Interest  Period.  Such  request  from  Borrower shall specify the amount of the
Prime Rate Loans or Eurodollar Rate Loans, or the amount of the Prime Rate Loans
to  be  converted  to Eurodollar Rate Loans or the amount of the Eurodollar Rate
Loans  to  be continued (subject to the limits set forth below) and the Interest
Period to be applicable to any such Eurodollar Rate Loans.  Subject to the terms
and  conditions  contained  herein,  on the same Business Day if such request is
received  prior  to  11:00  a.m.  Chicago time on such Business Day (or the next
Business  Day  if received after such time), following Agent's receipt of such a
request  from  Borrower  for  a Prime Rate Loan or three (3) Business Days after
receipt  by  Agent of such a request from Borrower for the making, conversion or
continuation  of a Eurodollar Loan, such Loans shall be made or Prime Rate Loans
shall  be converted to Eurodollar Rate Loans or such Eurodollar Rate Loans shall
continue, as the case may be, provided, that, (i) no Default or Event of Default
shall  exist or have occurred and be continuing, (ii) no party hereto shall have
sent  any  notice of termination of this Agreement if the effective date of such
termination  is  prior  to  the  end of the applicable Interest Period selected,
(iii)  Borrower  shall  have  complied  with  such  customary  procedures as are
established  by Agent in good faith and specified by Agent to Borrower from time
to  time  for  requests by Borrower for Eurodollar Rate Loans, (iv) no more than
eight  (8)  Interest Periods may be in effect at any one time, (v) the aggregate
amount of the Eurodollar Rate Loans requested must be in an amount not less than
$1,000,000  or  an  integral  multiple of $1,000,000 in excess thereof, and (vi)
Agent  and  each  Lender  shall  have determined in good faith that the Interest
Period or Adjusted Eurodollar Rate is available to Agent and such Lender and can
be  readily  determined  as  of the date of the request for such Eurodollar Rate
Loan  by  Borrower.  Any  request  by  Borrower  for Eurodollar Rate Loans or to
convert  Prime  Rate  Loans to Eurodollar Rate Loans or to continue any existing
Eurodollar  Rate  Loans  shall  be irrevocable.  Notwithstanding anything to the
contrary  contained  herein, Agent and Lenders shall not be required to purchase
United States Dollar deposits in the London interbank market or other applicable
Eurodollar  Rate  market  to  fund any Eurodollar Rate Loans, but the provisions
hereof  shall  be  deemed  to  apply  as if Agent and Lenders had purchased such
deposits  to  fund  the  Eurodollar  Rate  Loans.
(c)     Any  Eurodollar  Rate  Loans  shall  automatically convert to Prime Rate
Loans upon the last day of the applicable Interest Period therefor, unless Agent
has  received a request to continue such Eurodollar Rate Loan at least three (3)
Business  Days  prior to such last day in accordance with the terms hereof.  Any
Eurodollar  Rate  Loans  shall,  at  Agent's  option,  upon  notice  by Agent to
Borrower,  be  subsequently converted to Prime Rate Loans in the event that this
Agreement  shall  terminate or not be renewed.  Borrower shall pay to Agent, for
the  benefit of Lenders, upon demand by Agent any amounts required to compensate
any  Lender or Participant for any loss (excluding loss of anticipated profits),
cost  or  expense  incurred  by  such  person,  as a result of the conversion of
Eurodollar  Rate  Loans  to  Prime  Rate Loans pursuant to any of the foregoing.
(d)     Interest  shall  be  payable  by  Borrower  to Agent, for the account of
Lenders,  monthly  in  arrears  not  later  than  the first Business Day of each
calendar  month  and  shall  be calculated on the basis of a three hundred sixty
(360)  day  year  and  actual days elapsed.  The interest rate on non-contingent
Obligations  (other than Eurodollar Rate Loans) shall increase or decrease by an
amount  equal  to  each  increase or decrease in the Prime Rate effective on the
first day of the month after any change in such Prime Rate is announced based on
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<PAGE>
the  Prime  Rate in effect on the last day of the month in which any such change
occurs.  In  no event shall charges constituting interest payable by Borrower to
Agent  and  Lenders  exceed  the  maximum amount or the rate permitted under any
applicable  law  or  regulation,  and  if  any  such  part  or provision of this
Agreement  is  in  contravention  of  any  such  law or regulation, such part or
provision  shall  be  deemed  amended  to  conform  thereto.
     3.2     Fees.
     (a)     Borrower shall pay to Agent, for the account of Lenders, monthly an
unused  line  fee at a rate equal to one quarter of one (.25%) percent per annum
calculated  upon the amount by which the Maximum Revolving Credit then in effect
exceeds  the  average daily principal balance of the outstanding Revolving Loans
and  Letter  of Credit Accommodations during the immediately preceding month (or
part  thereof)  while  this Agreement is in effect which fee shall be payable on
the  first  Business  Day  of  each  month  in  arrears.
(b)     Borrower  agrees to pay to Agent the other fees and amounts set forth in
the  Fee  Letter  in  the  amounts  and  at  the  times  specified  therein.
(c)     Borrower  agrees to immediately reimburse Agent upon demand for any fees
required to be paid by Agent or any of its affiliates to Exim in connection with
the  Exim  Guarantee  Documents.
     3.3     Changes  in  Laws  and  Increased  Costs  of  Loans.
     (a)     If  after  the  date  hereof,  either  (i) any change in, or in the
interpretation  of,  any  law  or  regulation  is introduced, including, without
limitation,  with  respect  to reserve requirements, applicable to Lender or any
banking  or  financial institution from whom any Lender borrows funds or obtains
credit  (a  "Funding  Bank"), or (ii) a Funding Bank or any Lender complies with
any  future  guideline  or  request  from any central bank or other Governmental
Authority  or (iii) a Funding Bank or any Lender determines that the adoption of
any applicable law, rule or regulation regarding capital adequacy, or any change
therein,  or  any  change in the interpretation or administration thereof by any
Governmental  Authority,  central  bank  or  comparable  agency charged with the
interpretation  or administration thereof has or would have the effect described
below,  or  a  Funding Bank or any Lender complies with any request or directive
regarding  capital adequacy (whether or not having the force of law) of any such
authority,  central  bank or comparable agency, and in the case of any event set
forth  in  this  clause  (iii), such adoption, change or compliance has or would
have  the  direct  or  indirect  effect  of  reducing  the rate of return on any
Lender's  capital as a consequence of its obligations hereunder to a level below
that  which  Lender  could  have  achieved  but  for  such  adoption,  change or
compliance  (taking  into  consideration the Funding Bank's or Lender's policies
with  respect  to  capital  adequacy)  by  an amount deemed by such Lender to be
material,  and  the  result  of any of the foregoing events described in clauses
(i),  (ii)  or  (iii)  is or results in an increase in the cost to any Lender of
funding  or  maintaining  the Loans or the Letter of Credit Accommodations, then
Borrower  and Guarantors shall from time to time within five Business Days after
demand  by Agent pay to Agent additional amounts sufficient to indemnify Lenders
against  such  increased  cost  on an after-tax basis (after taking into account
applicable  deductions  and  credits  in  respect of the amount indemnified).  A
certificate  as  to  the  amount  of  such increased costs shall be submitted to
Borrower  by  Agent  and  shall  be  conclusive,  absent  manifest  error.
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<PAGE>
(b)     If  prior  to the first day of any Interest Period, (i) Agent shall have
determined  in  good  faith (which determination shall be conclusive and binding
upon  Borrower  and  Guarantors  absent  manifest  error)  that,  by  reason  of
circumstances  affecting  the  relevant market, adequate and reasonable means do
not  exist  for  ascertaining the Eurodollar Rate for such Interest Period, (ii)
Agent  has  received  notice  from the Required Lenders that the Eurodollar Rate
determined  or to be determined for such Interest Period will not adequately and
fairly  reflect  the  cost  to  Lenders of making or maintaining Eurodollar Rate
Loans  during  such  Interest  Period, or (iii) Dollar deposits in the principal
amounts  of  the  Eurodollar  Rate  Loans to which such Interest Period is to be
applicable  are  not  generally  available in the London interbank market, Agent
shall  give  telecopy  or  telephonic  notice  thereof  to  Borrower  as soon as
practicable  thereafter,  and  will  also give prompt written notice to Borrower
when  such  conditions  no  longer  exist.  If  such  notice  is  given  (A) any
Eurodollar  Rate  Loans  requested  to be made on the first day of such Interest
Period  shall  be made as Prime Rate Loans, (B) any Loans that were to have been
converted on the first day of such Interest Period to or continued as Eurodollar
Rate  Loans  shall be converted to or continued as Prime Rate Loans and (C) each
outstanding  Eurodollar  Rate  Loan  shall  be converted, on the last day of the
then-current Interest Period thereof, to Prime Rate Loans.  Agent shall withdraw
such  notice  as  soon  as  the conditions with respect to which such notice was
given  no  longer  exist.  Until  such  notice  has  been withdrawn by Agent, no
further  Eurodollar  Rate  Loans  shall  be made or continued as such, nor shall
Borrower  have  the  right to convert Prime Rate Loans to Eurodollar Rate Loans.
(c)     Notwithstanding  any  other  provision herein, if the adoption of or any
change  in  any  law,  treaty,  rule  or  regulation  or  final,  non-appealable
determination  of an arbitrator or a court or other Governmental Authority or in
the  interpretation or application thereof occurring after the date hereof shall
make  it  unlawful  for  Agent or any Lender to make or maintain Eurodollar Rate
Loans  as  contemplated by this Agreement, (i) Agent or such shall promptly give
written  notice  of  such  circumstances  to  Borrower  (which  notice  shall be
withdrawn  whenever  such circumstances no longer exist), (ii) the commitment of
such  Lender  hereunder  to make Eurodollar Rate Loans, continue Eurodollar Rate
Loans  as  such  and  convert  Prime  Rate  Loans to Eurodollar Rate Loans shall
forthwith  be  suspended  and, until such time as it shall no longer be unlawful
for  such  Lender  to  make or maintain Eurodollar Rate Loans, such Lender shall
then  have  a  commitment  only to make a Prime Rate Loan when a Eurodollar Rate
Loan  is  requested  and (iii) such Lender's Revolving Loans then outstanding as
Eurodollar  Rate  Loans,  if any, shall be converted automatically to Prime Rate
Loans  on  the  respective  last  days of the then current Interest Periods with
respect  to such Loans or within such earlier period as required by law.  If any
such  conversion of a Eurodollar Rate Loan occurs on a day which is not the last
day  of  the  then  current  Interest  Period with respect thereto, Borrower and
Guarantors  shall  pay  to  such Lender such amounts, if any, as may be required
pursuant  to  Section  3.3(d)  below.
(d)     Borrower  and  Guarantors  shall  indemnify Agent and each Lender and to
hold  Agent and each Lender harmless from any loss or expense (excluding loss of
anticipated  profits),  which  Agent  or  such  Lender may sustain or incur as a
consequence of (i) default by Borrower in making a borrowing of, conversion into
or  extension  of  Eurodollar  Rate  Loans  after  Borrower  has  given a notice
requesting  the  same  in accordance with the provisions of this Loan Agreement,
(ii)  default  by  Borrower  in  making any prepayment of a Eurodollar Rate Loan
after  Borrower  has given a notice thereof in accordance with the provisions of
                                       37
<PAGE>
this Agreement, and (iii) the making of a prepayment of Eurodollar Rate Loans on
a  day  which  is  not  the last day of an Interest Period with respect thereto.
With  respect  to  Eurodollar  Rate  Loans,  such indemnification may include an
amount equal to the excess, if any, of (A) the amount of interest (excluding any
profit  margin)  which  would  have  accrued on the amount so prepaid, or not so
borrowed, converted or extended, for the period from the date of such prepayment
or  of  such  failure  to  borrow,  convert  or  extend  to  the last day of the
applicable  Interest  Period (or, in the case of a failure to borrow, convert or
extend,  the  Interest  Period  that  would  have  commenced on the date of such
failure)  in  each  case  at the applicable rate of interest for such Eurodollar
Rate Loans provided for herein over (B) the amount of interest (as determined by
such  Agent  or such Revolving Lender) which would have accrued to Agent or such
Lender  on  such  amount (excluding any profit margin) by placing such amount on
deposit  for  a comparable period with leading banks in the interbank Eurodollar
market.  This  covenant  shall  survive  the  termination or non-renewal of this
Agreement  and  the  payment  of  the  Obligations.
SECTION  4.     CONDITIONS  PRECEDENT
                ---------------------
     4.1     Conditions  Precedent  to  Closing  Date Loans and Letter of Credit
Accommodations
     .  Each  of  the  following  is  a condition precedent to Agent and Lenders
making  the  initial  Loans  and  providing  the  initial  Letter  of  Credit
Accommodations  hereunder  on  the  Closing  Date:
     (a)     Agent  shall  have  received,  in  form  and  substance  reasonably
satisfactory  to  Agent,  all releases, terminations and such other documents as
Agent  may  request to evidence and effectuate the payoff and termination of (i)
the  LaSalle  Indenture  and  (ii)  the  Prior  Obligations  and  the Prior Loan
Agreement  and the termination and release by it or them, as the case may be, of
any interest in and to any assets and properties of Borrower and each Guarantor,
duly  authorized,  executed  and  delivered  by  it  or  each  of  them.
(b)     Agent shall have received, in form and substance reasonably satisfactory
to  Agent  and its counsel, a duly executed copy of this Agreement and the other
Financing  Agreements,  together  with  such  additional documents, instruments,
opinions  and  certificates as Agent and its counsel shall reasonably require in
connection  therewith  (including,  without  limitation,  all items set forth in
Exhibit  E  except  to the extent such items are not required to be delivered on
the date hereof), all in form and substance reasonably satisfactory to Agent and
its  counsel.
(c)     all  requisite  corporate action and proceedings in connection with this
Agreement and the other Financing Agreements shall be reasonably satisfactory in
form  and  substance to Agent, and Agent shall have received all information and
copies  of  all  documents,  including records of requisite corporate action and
proceedings  which  Agent may have reasonably requested in connection therewith,
such  documents  where  reasonably  requested  by  Agent  or  its  counsel to be
certified  by  appropriate  corporate  officers  or  Governmental Authority (and
including  a  copy  of  the  certificate  of  incorporation of Borrower and each
Guarantor  certified  by  the  Secretary  of  State  (or equivalent Governmental
Authority) which shall set forth the same complete corporate name of Borrower or
such  Guarantor  as is set forth herein and such document as shall set forth the
organizational  identification  number  of Borrower or such Guarantor, if one is
issued  in  its  jurisdiction  of  incorporation);
                                       38
<PAGE>
(d)     no material adverse change shall have occurred in the assets or business
of  Borrower  or  any Obligor since the date of Agent's latest field examination
(not  including  for  this  purpose  the  field review referred to in clause (g)
below)  and no change or event shall have occurred which would materially impair
the  ability  of Borrower or any Obligor to perform its obligations hereunder or
under  any  of the other Financing Agreements to which it is a party or of Agent
or  any  Lender  to  enforce  the  Obligations  or  realize upon the Collateral;
(e)     Borrower  and  its  Subsidiaries shall be in compliance, in all material
respects, with all applicable foreign and U.S. federal, state and local laws and
regulations,  including  all  applicable  environmental  laws  and  regulations;
(f)     All  necessary  governmental and material third party approvals required
in  connection  with  this  Agreement  shall  have been obtained and shall be in
effect;
(g)     Agent  shall have completed a field review of the Records and such other
information with respect to the Collateral as Agent may require to determine the
amount  of  Loans  available to Borrower (including, without limitation, current
perpetual  inventory  records  and/or  roll-forwards  of  Accounts and Inventory
through  the  date  of  closing  and  test  counts  of the Inventory in a manner
reasonably satisfactory to Agent, together with such supporting documentation as
may  be  necessary or appropriate, and other documents and information that will
enable  Agent  to accurately identify and verify the Collateral), the results of
which  in  each  case  shall  be reasonably satisfactory to Agent, not more than
seven  (7)  Business  Days  prior  to  the  date  hereof;
(h)     Agent shall have received, in form and substance reasonably satisfactory
to Agent, all consents, waivers, acknowledgments and other agreements from third
persons  which  Agent  may  reasonably  deem  necessary or desirable in order to
permit,  protect  and  perfect  its  security  interests  in  and liens upon the
Collateral or to effectuate the provisions or purposes of this Agreement and the
other  Financing  Agreements,  including,  without limitation, Collateral Access
Agreements  by  owners  and  lessors  of  leased  premises  of Borrower and each
Guarantor  and  by  processors  and  warehouses  at which Collateral is located;
(i)     Excess  Availability  (based  on  the  Borrowing Base and Export-Related
Borrowing Base reflected in the most recent Borrowing Base Certificate delivered
to  Agent  on  or prior to the date hereof), as of the date hereof, shall be not
less  than  $7,500,000  after  giving effect to (i) all Loans to be made and the
Letter  of  Credit Accommodations to be issued in connection with the closing of
the  transactions  hereunder  and  (ii)  payment  of  all  fees  and expenses in
connection  with  the  transactions under this Agreement and the other Financing
Agreements;
(j)     Agent shall have received, in form and substance reasonably satisfactory
to  Agent,  Deposit  Account Control Agreements by and among Agent, Borrower and
each  Guarantor,  as  the  case  may  be,  and  each bank where Borrower or such
Guarantor,  as  the  case  may  be,  has  a  deposit account, in each case, duly
authorized,  executed and delivered by such bank and Borrower or such Guarantor,
as  the  case may be (or Agent shall be the bank's customer with respect to such
deposit  account  as  Agent  may  specify);
                                       39
<PAGE>
(k)     Agent  shall  have  received  evidence, in form and substance reasonably
satisfactory  to Agent, that Agent has a valid perfected first priority security
interest  in  all  of  the  Collateral,  subject  to  liens permitted under this
Agreement;
(l)     Agent  shall have received and reviewed lien and judgment search results
for  the  jurisdiction  of  incorporation  of  Borrower  and each Guarantor, the
jurisdiction  of  the  chief executive office of Borrower and each Guarantor and
all  jurisdictions in which assets of Borrower and Guarantors are located, which
search  results shall be in form and substance reasonably satisfactory to Agent;
(m)     Agent  shall  have  received  the  results  of  database  and  similar
environmental searches of the Real Property subject to the Mortgages, confirming
that  since  the  last  environmental  reports  received  by  Agent on such Real
Property,  the  Borrower  is  not  subject  to  any material potential or actual
liability  with  respect  to any environmental condition in connection with such
Real  Property;
(n)     Agent shall have received, in form and substance reasonably satisfactory
to  Agent,  evidence  of  the insurance coverage required to be maintained under
Section  9.5,  including  (i)  casualty  insurance  certificates of Borrower and
Guarantors  naming Agent as an additional insured, (ii) mortgagee's and lender's
loss  payee  endorsements  in  favor  of  Agent  as  to  casualty  and  business
interruption  insurance  and  containing  all  endorsements,  assurances  or
affirmative  coverage  reasonably  requested  by  Agent  for  protection  of its
interests  and  (iii)  mortgagee's  title  insurance  by  a  company  and  agent
reasonably  acceptable  to  Agent,  (A)  insuring  the  priority,  amount  and
sufficiency  of  the  mortgage, deed of trust or deed to secure debt in favor of
Agent on each parcel or real estate included in the calculation of the Borrowing
Base,  (B)  insuring against (except to the extent waived by Agent) matters that
would be disclosed by surveys and (C) containing any endorsements and assurances
of  affirmative  coverage  reasonably  requested  by Agent for protection of its
interests;
(o)     Agent  shall  have  received  originals  of  the  stock  certificates
representing  (i)  all of the issued and outstanding shares of the Capital Stock
of  Borrower, (ii) all of the issued and outstanding shares of the Capital Stock
of  each  Subsidiary  of  Borrower  organized  in the United States and owned by
Borrower or any Guarantor and (iii) 66 2/3% of the issued and outstanding shares
of the Capital Stock of each Subsidiary of Borrower organized outside the United
States  (other  than Brazil) and directly owned by Borrower or any Guarantor, in
each  case  together  with  stock  powers  duly  executed  in blank with respect
thereto;
(p)     Agent shall have received, in form and substance reasonably satisfactory
to  Agent,  such  opinion  letters  of  counsel  to Borrower and Guarantors with
respect  to  the  Financing  Agreements  and  such  other  matters  as Agent may
reasonably  request;
(q)     [Intentionally  Omitted];
(r)     Agent  shall  have received evidence that Borrower has received (i) cash
equity contributions from Equity Sponsor in an amount not less than $50,000,000,
and  (iii)  net cash proceeds of not less than $110,000,000 from the issuance of
the Senior Notes, which in each case shall be on terms and conditions reasonably
satisfactory  to  the  Agent;
                                       40
<PAGE>
(s)     Agent  shall  have received evidence that (i) the transactions described
in  the Acquisition Agreement shall have been consummated in accordance with the
terms  of the Acquisition Agreement, (ii) all consents and approvals required to
consummate the acquisition of all the Capital Stock of Borrower by Holdings were
obtained  and (iii) the aggregate consideration for the purchase of such Capital
Stock  was  not  in  excess  of  $43,750,000;  and
(t)     Agent shall have received payment of all fees and expenses then owing to
them,  including with out limitation those fees due and owing under Section 3.2.
     4.2     Conditions Precedent to Closing Date and Future Loans and Letter of
Credit  Accommodations
     .  Each  of  the  following  is  a  condition precedent to Loans to be made
and/or  Letter  of  Credit  Accommodations  to be provided to Borrower after the
Closing  Date, and is an additional condition precedent to the initial Loans and
Letter  of  Credit  Accommodations  to be made and provided on the Closing Date.
     (a)     all  representations  and  warranties  contained  herein and in the
other  Financing  Agreements  shall be true and correct in all material respects
(and  it shall be conclusively presumed that all of the same have been relied on
by  Agent  and  Lenders) with the same effect as though such representations and
warranties  had  been made on and as of the date of the making of each such Loan
or  providing  each  such  Letter of Credit Accommodation and upon giving effect
thereto, except to the extent that such representations and warranties expressly
relate  solely  to  an  earlier  date  (in  which  case such representations and
warranties  shall  have  been true and accurate on and as of such earlier date);
(b)     no  law,  regulation,  order,  judgment  or  decree  of any Governmental
Authority  shall  exist, which purports to enjoin, prohibit, restrain the making
of  the  Loans  or  providing  the  Letter  of  Credit  Accommodations;  and
(c)     no  Default  or  Event  of  Default  shall exist or have occurred and be
continuing  on  and  as of the date of the making of such Loan or providing each
such  Letter  of  Credit  Accommodation  and  upon  giving  effect  thereto.
     4.3     Additional  Conditions  Precedent  to Exim Revolving Loans and Exim
Letter  of  Credit  Accommodations
     .  Each  of  the  following  is a condition precedent to the Exim Revolving
Loans  and/or  providing  Exim  Letter  of Credit Accommodations and shall be in
addition to, as applicable, (i) the conditions set forth in Sections 4.1 and 4.2
for  such Exim Revolving Loans and/or Exim Letter of Credit Accommodations to be
made  on  the  Closing Date and (ii) the conditions set forth in Section 4.2 for
such  Exim  Revolving  Loans and Exim Letter of Credit Accommodations to be made
after  the  Closing  Date.
     (a)     Exim shall have provided its prior written consent to the terms and
conditions  of  this  Agreement  and  the  related  Financing  Agreement;
(b)     Agent  shall  have  received  a  duly  executed copy of each of the Exim
Guarantee  Documents,  together  with  such  additional  agreements,  documents,
instruments,  opinions and certificates as Exim shall require and as Agent shall
reasonably  require  in  connection therewith from time to time, all in form and
substance  satisfactory  to  Exim,  and  reasonably  satisfactory  to  Agent and
Required  Lenders;
                                       41
<PAGE>
(c)     All  other  conditions  and  requirements  for  the  making  of  an Exim
Revolving  Loan  and/or  an Exim Letter of Credit Accommodation, as set forth in
the  Exim  Guarantee  Documents,  shall  have  been  satisfied;
(d)     Agent  and  the Lenders shall not otherwise be prohibited from making an
Exim Revolving Loan or providing an Exim Letter of Credit Accommodation pursuant
to  the  terms  and  conditions  of  the  Exim  Guarantee  Documents;  and
(e)     The  Exim  Guarantee  shall  be in full force and effect and no defenses
shall  exist  to  the enforcement by Agent of the guarantee provisions under the
Exim  Guarantee.
SECTION  5.     GRANT  AND  PERFECTION  OF  SECURITY  INTEREST
                ----------------------------------------------
     5.1     Grant  of  Security  Interest
     .  To  secure payment and performance of all Obligations, Borrower and each
Guarantor hereby grants to Agent, for itself and the ratable benefit of Lenders,
a  continuing security interest in, a lien upon, and a right of set off against,
and  hereby  assigns to Agent, for itself and the ratable benefit of Lenders, as
security,  all  personal  property and fixtures, of Borrower and each Guarantor,
whether  now  owned  or  hereafter  acquired  or  existing, and wherever located
(together  with  all  other  collateral security for the Obligations at any time
granted  by  Borrower  or  any  Obligor  to  or held or acquired by Agent or any
Lender,  collectively,  the  "Collateral"),  including,  without  limitation:
     (a)     all  Accounts;
(b)     all general intangibles, including, without limitation, all Intellectual
Property;
(c)     all  goods,  including,  without  limitation,  Inventory  and Equipment;
(d)     all  fixtures;
(e)     all  chattel  paper,  including,  without  limitation,  all tangible and
electronic  chattel  paper;
(f)     all  instruments,  including,  without limitation, all promissory notes;
(g)     all  documents;
(h)     all  deposit  accounts;
(i)     all  letters of credit, banker's acceptances and similar instruments and
including  all  letter-of-credit  rights;
(j)     all  supporting  obligations  and all present and future liens, security
interests,  rights,  remedies,  title  and  interest  in,  to  and in respect of
Receivables  and  other  Collateral,  including (i) rights and remedies under or
relating  to  guaranties,  contracts of suretyship, letters of credit and credit
and  other  insurance  related  to  the  Collateral,  (ii) rights of stoppage in
transit, replevin, repossession, reclamation and other rights and remedies of an
unpaid  vendor,  lienor  or  secured  party,  (iii) goods described in invoices,
                                       42
<PAGE>
documents,  contracts  or instruments with respect to, or otherwise representing
or  evidencing, Receivables or other Collateral, including returned, repossessed
and  reclaimed  goods,  and  (iv) deposits by and property of account debtors or
other  persons  securing  the  obligations  of  account  debtors;
(k)     all  (i) investment property (including securities, whether certificated
or  uncertificated,  securities  accounts,  security  entitlements,  commodity
contracts  or commodity accounts) and (ii) monies, credit balances, deposits and
other property of Borrower or any Guarantor now or hereafter held or received by
or  in transit to Agent, any Lender or its Affiliates or at any other depository
or  other  institution  from  or  for  the account of Borrower or any Guarantor,
whether for safekeeping, pledge, custody, transmission, collection or otherwise;
(l)     all  commercial  tort  claims,  including,  without  limitation,  those
identified  in  the  Information  Certificate;
(m)     to  the  extent  not  otherwise  described  above,  all  Receivables;
(n)     all  Records;  and
(o)     all  products  and  proceeds  of  the  foregoing, in any form, including
insurance proceeds and all claims against third parties for loss or damage to or
destruction  of  or other involuntary conversion of any kind or nature of any or
all  of  the  other  Collateral.
     Notwithstanding  the foregoing, in no event shall the Collateral consist of
any of the Capital Stock of Brazil or more than sixty-six and two-thirds percent
(66%)  of  the  Capital  Stock  of  any  other  Foreign  Subsidiary.
     5.2     Perfection  of  Security  Interests.
     (a)     Borrower  and  each  Guarantor  irrevocably  and  unconditionally
authorizes  Agent  (or its agent) to file at any time and from time to time such
financing statements with respect to the Collateral naming Agent or its designee
as  the  secured  party  and  Borrower or such Guarantor as debtor, as Agent may
reasonably require, and including any other information with respect to Borrower
or  such  Guarantor  or otherwise required by part 5 of Article 9 of the Uniform
Commercial  Code  of such jurisdiction as Agent may determine, together with any
amendment  and  continuations  with  respect  thereto, which authorization shall
apply  to  all financing statements filed on, prior to or after the date hereof.
Borrower  and  each  Guarantor  hereby  ratifies  and  approves  all  financing
statements  naming  Agent  or its designee as secured party and Borrower or such
Guarantor, as the case may be, as debtor with respect to the Collateral (and any
amendments  with  respect to such financing statements) filed by or on behalf of
Agent  prior  to  the date hereof to the extent the same are consistent with the
terms  hereof  and ratifies and confirms the authorization of Agent to file such
financing  statements  (and  amendments,  if  any).  Borrower and each Guarantor
hereby  authorizes  Agent  to  adopt on behalf of Borrower or such Guarantor any
symbol required for authenticating any electronic filing.  In the event that the
description  of  the  collateral  in any financing statement naming Agent or its
designee  as  the secured party and Borrower or any Guarantor as debtor includes
assets  and  properties  of  Borrower  or such Guarantor that do not at any time
constitute  Collateral,  whether  hereunder,  under  any  of the other Financing
Agreements  or  otherwise,  the  filing  of  such  financing  statement  shall
nonetheless  be deemed authorized by Borrower or such Guarantor to the extent of
the  Collateral  included  in  such  description  and  it  shall  not render the
financing  statement ineffective as to any of the Collateral or otherwise affect
the  financing  statement  as  it  applies  to  any of the Collateral; provided,
                                                                       --------
however,  that  promptly  after  request  therefor,  Agent shall properly file a
-------
                                       43
<PAGE>
correction  to such financing statement and/or a partial release with respect to
those  assets  that  are  not  (or  are  no  longer  required  to be) Collateral
(including  those assets which Borrower or any Guarantor is permitted to sell or
otherwise  dispose  of in accordance with the terms of this Agreement) effective
to  release  the  Agent's  and  Lenders' lien on such assets.  In no event shall
Borrower  or any Guarantor at any time file, or permit or cause to be filed, any
correction  statement  or  termination  statement  with respect to any financing
statement  (or  amendment  or continuation with respect thereto) naming Agent or
its  designee  as  secured  party  and  Borrower  or  such  Guarantor as debtor.
(b)     Borrower  and  each  Guarantor  does not have any chattel paper (whether
tangible  or  electronic)  or  instruments  as of the date hereof, except as set
forth  in  the  Information  Certificate.  In  the  event  that  Borrower or any
Guarantor  shall be entitled to or shall receive any chattel paper or instrument
after  the  date hereof, Borrower or such Guarantors shall promptly notify Agent
thereof  in  writing.  Promptly  upon  the  receipt  thereof  by Borrower or any
Guarantor (including by any agent or representative), Borrower or such Guarantor
shall deliver, or cause to be delivered to Agent, all tangible chattel paper and
instruments  that  Borrower  or  such  Guarantor has or may at any time acquire,
accompanied  by such instruments of collateral assignment duly executed in blank
as  Agent may from time to time reasonably request, in each case except as Agent
may  otherwise  agree.  At Agent's option, Borrower and each Guarantor shall, or
Agent may at any time on behalf of Borrower or any Guarantor, cause the original
of any such instrument or chattel paper to be conspicuously marked in a form and
manner  acceptable to Agent with the following legend referring to chattel paper
or  instruments  as  applicable: "This [chattel paper][instrument] is subject to
the  security interest of Wachovia Capital Finance Corporation (Central) and any
sale,  transfer,  assignment  or encumbrance of this [chattel paper][instrument]
violates  the  rights  of  such  secured  party."
(c)     In  the  event  that Borrower or any Guarantor shall at any time hold or
acquire an interest in any electronic chattel paper or any "transferable record"
(as  such term is defined in Section 201 of the Federal Electronic Signatures in
Global  and  National  Commerce  Act  or in Section 16 of the Uniform Electronic
Transactions  Act  as  in effect in any relevant jurisdiction), Borrower or such
Guarantor shall promptly notify Agent thereof in writing.  Promptly upon Agent's
request,  Borrower  or  such  Guarantor  shall  take, or cause to be taken, such
actions as Agent may reasonably request to give Agent control of such electronic
chattel  paper  under  Section 9-105 of the UCC and control of such transferable
record  under  Section  201  of  the Federal Electronic Signatures in Global and
National  Commerce  Act  or,  as  the  case  may  be,  Section 16 of the Uniform
Electronic  Transactions  Act,  as  in  effect  in  such  jurisdiction.
(d)     Borrower and each Guarantor does not have any deposit accounts as of the
date  hereof,  except as set forth in the Information Certificate.  Borrower and
Guarantors  shall  not,  directly  or  indirectly,  after  the date hereof open,
establish  or  maintain  any  deposit  account  unless  each  of  the  following
conditions  is  satisfied:  (i) Agent shall have received not less than five (5)
Business Days prior written notice of the intention of Borrower or any Guarantor
                                       44
<PAGE>
to  open  or  establish  such  accounts which notice shall specify in reasonable
detail  and  specificity  the name of the account, the owner of the account, the
name  and  address  of  the  bank  at  which  such  account  is  to be opened or
established, the individual at such bank with whom Borrower or such Guarantor is
dealing  and  the  purpose  of  the account, (ii) the bank where such account is
opened  or  maintained  shall be reasonably acceptable to Agent, and (iii) on or
before  the  opening  of  such deposit account, Borrower or such Guarantor shall
deliver  to  Agent  a  Deposit  Account  Control  Agreement with respect to such
deposit  account  duly  authorized,  executed  and delivered by Borrower or such
Guarantor  and  the bank at which such deposit account is opened and maintained.
The  terms  of  this  subsection  (d)  shall  not  apply  to  deposit  accounts
specifically  and exclusively used for payroll, payroll taxes and other employee
wage and benefit payments to or for the benefit of Borrower's or any Guarantor's
salaried  employees.
(e)     Neither  Borrower  nor  any  Guarantor  owns  or  holds,  directly  or
indirectly, beneficially or as record owner or both, any investment property, as
of  the  date  hereof,  or  have  any  investment  account,  securities account,
commodity  account  or  other  similar  account with any bank or other financial
institution or other securities intermediary or commodity intermediary as of the
date  hereof,  in  each case except as set forth in the Information Certificate.
     (i)     In the event that Borrower or any Guarantor shall be entitled to or
shall  at  any  time  after  the  date  hereof  hold or acquire any certificated
securities,  Borrower  or  such Guarantor shall promptly collaterally assign and
deliver  the  same to Agent, accompanied by an endorsement in blank as Agent may
from  time  to  time  reasonably  request.  If  any securities, now or hereafter
acquired  by  Borrower  or  any  Guarantor  are uncertificated and are issued to
Borrower  or  such  Guarantor  or  its  nominee  directly by the issuer thereof,
Borrower  or  such  Guarantor  shall  immediately notify Agent thereof and shall
cause  the  issuer  to  agree  to comply with instructions from Agent as to such
securities  upon  and  during  the  continuation of an Event of Default, without
further  consent  of  Borrower  or  any  Guarantor  or  such  nominee.
(ii)     Borrower  and  Guarantors  shall not, directly or indirectly, after the
date  hereof  open,  establish  or  maintain  any investment account, securities
account,  commodity  account  or any other similar account (other than a deposit
account)  with any securities intermediary or commodity intermediary unless each
of  the  following  conditions  is satisfied: (A)  Agent shall have received not
less  than  five  (5)  Business  Days  prior  written notice of the intention of
Borrower or such Guarantor to open or establish such account, which notice shall
specify  in reasonable detail and specificity the name of the account, the owner
of the account, the name and address of the securities intermediary or commodity
intermediary  at  which  such  account  is  to  be  opened  or  established, the
individual  at such intermediary with whom Borrower or such Guarantor is dealing
and  the  purpose  of  the account, (B) the securities intermediary or commodity
intermediary  (as  the  case  may be) where such account is opened or maintained
shall  be  reasonably  acceptable  to Agent, and (C) on or before the opening of
such  investment  account,  securities  account  or other similar account with a
securities  intermediary  or  commodity intermediary, Borrower or such Guarantor
shall  execute  and deliver, and cause to be executed and delivered to Agent, an
Investment  Property  Control  Agreement  with  respect thereto duly authorized,
executed  and  delivered  by  Borrower  or  such  Guarantor  and such securities
intermediary  or  commodity  intermediary.
     (f)     Borrower  and  Guarantors  are  not  the  beneficiary  or otherwise
entitled to any right to payment under any letter of credit, banker's acceptance
or  similar  instrument  as  of  the  date  hereof,  except  as set forth in the
Information  Certificate.  In  the event that Borrower or any Guarantor shall be
                                       45
<PAGE>
entitled  to  or  shall receive any right to payment under any letter of credit,
banker's acceptance or any similar instrument, whether as beneficiary thereof or
otherwise  after  the  date  hereof,  Borrower  or such Guarantor shall promptly
notify  Agent  thereof in writing.  Borrower or such Guarantor shall deliver, or
cause  to  be  delivered  to  Agent,  with respect to any such letter of credit,
banker's  acceptance  or similar instrument, the written agreement of the issuer
and  any other nominated person obligated to make any payment in respect thereof
(including any confirming or negotiating bank), in form and substance reasonably
satisfactory  to  Agent,  consenting  to  the  assignment of the proceeds of the
letter of credit to Agent by Borrower or such Guarantor and agreeing to make all
payments  thereon  upon  and  during  the  continuation  of  an Event of Default
directly  to  Agent  or  as  Agent  may  otherwise  direct.
(g)     Borrower and Guarantors do not have any commercial tort claims as of the
date  hereof,  except as set forth in the Information Certificate.  In the event
that  Borrower or any Guarantor shall at any time after the date hereof have any
commercial  tort  claims, Borrower or such Guarantor shall promptly notify Agent
thereof  in  writing,  which notice shall (i) set forth in reasonable detail the
basis  for and nature of such commercial tort claim and (ii) include the express
grant  by  Borrower  or  such  Guarantor to Agent of a security interest in such
commercial tort claim (and the proceeds thereof).  In the event that such notice
does  not  include  such  grant  of  a security interest, the sending thereof by
Borrower  or such Guarantor to Agent shall be deemed to constitute such grant to
Agent.  Upon  the  sending  of  such notice, any commercial tort claim described
therein  shall  constitute  part  of the Collateral and shall be deemed included
therein.  Without limiting the authorization of Agent provided in Section 5.2(a)
hereof  or  otherwise  arising by the execution by Borrower or such Guarantor of
this  Agreement  or  any  of  the  other  Financing  Agreements, Agent is hereby
irrevocably  authorized from time to time and at any time to file such financing
statements  naming  Agent  or its designee as secured party and Borrower or such
Guarantor as debtor, or any amendments to any financing statements, covering any
such  commercial  tort  claim  as  Collateral.
(h)     Borrower  and  Guarantors  do  not have any goods, documents of title or
other  Collateral  in  the custody, control or possession of a third party as of
the  date  hereof, except as set forth in the Information Certificate and except
for  goods  located in the United States in transit to a location of Borrower or
Guarantor  permitted  herein  in  the ordinary course of business of Borrower or
such Guarantor in the possession of the carrier transporting such goods.  In the
event  that  any  goods,  documents of title or other Collateral are at any time
after  the date hereof in the custody, control or possession of any other person
not  referred  to  in the Information Certificate or such carriers, Borrower and
Guarantors  shall  promptly  notify  Agent  thereof  in  writing.  Promptly upon
Agent's  request,  Borrower  and  Guarantors shall deliver to Agent a Collateral
Access  Agreement  duly  authorized,  executed  and delivered by such person and
Borrower  or  the  Guarantor  that  is  the  owner  of  such  Collateral.
(i)     Borrower  and  Guarantors  shall  take  any  other  actions  reasonably
requested  by  Agent  from  time to time to cause the attachment, perfection and
first priority of, and the ability of Agent to enforce, the security interest of
Agent  in  any  and  all  of  the Collateral, including, without limitation, (i)
executing,  delivering  and,  where appropriate, filing financing statements and
                                       46
<PAGE>
amendments  relating  thereto  under  the  UCC  or  other applicable law, to the
extent,  if  any,  that  Borrower's or Guarantors' signature thereon is required
therefor,  (ii)  causing  Agent's  name  to  be  noted  as  secured party on any
certificate  of  title  for  a  titled  good  if such notation is a condition to
attachment,  perfection  or  priority  of,  or  ability of Agent to enforce, the
security  interest  of  Agent  in  such  Collateral,  (iii)  complying  with any
provision  of  any  statute, regulation or treaty of the United States as to any
Collateral  if  compliance  with  such  provision  is a condition to attachment,
perfection or priority of, or ability of Agent to enforce, the security interest
of  Agent  in  such Collateral, (iv) obtaining the consents and approvals of any
Governmental  Authority  or  third  party,  including,  without  limitation, any
consent  of  any  licensor,  lessor or other person obligated on Collateral, and
taking  all actions required by any earlier versions of the UCC or by other law,
as  applicable  in  any  relevant  jurisdiction.
(j)     To  the  extent  Borrower  or  any  Guarantor  consigns Inventory to any
consignee,  Borrower  will, prior to such consignment, cause the following to be
delivered to Agent with respect to each consigned location, in each case in form
and  substance  satisfactory  to  Agent:  (i) copies of UCC financing statements
naming  Borrower  or  such Guarantor as consignor and the applicable customer as
consignee  covering such Inventory and naming Agent as assignee thereof, (ii) if
applicable,  a  copy  of  a  notification  letter  executed  by Borrower or such
Guarantor  as delivered to any secured lender of such consignee which has a lien
on  consignee's  Inventory notifying such secured lender of Agent's lien on such
consigned  Inventory;  provided, that, if such Inventory is already consigned to
                       --------  ----
such consignee prior to such secured lender receiving said notice, to the extent
Borrower  desires to include such consigned Inventory within Eligible Inventory,
Agent  shall receive an acknowledgement letter from such secured lender pursuant
to  which such lender waives any lien on such consigned Inventory and recognizes
Agent's  lien  on  such consigned Inventory and (iii) to the extent the Value of
Inventory  at  any  consigned  location  is  in excess of $250,000, a Collateral
Access  Agreement from such consignee in favor of Agent plus, at Agent's request
                                                        ----
upon  the  occurrence and during the continuation of an Event of Default, copies
of  applicable  shipping  and  invoice  documents evidencing and identifying the
Inventory  delivered  to  such  consigned  location.
SECTION  6.     COLLECTION  AND  ADMINISTRATION
                -------------------------------
     6.1     Borrower's  Loan  Accounts
     .  Agent  shall  maintain  one  or  more  loan  account(s)  (each,  a "loan
account")  on  its  books  in  which  shall be recorded (a) all Loans, Letter of
Credit Accommodations and other Obligations and the Collateral, (b) all payments
made  by  Borrower  or  any  Guarantor  and (c) all other appropriate debits and
credits  as provided in this Agreement, including fees, charges, costs, expenses
and  interest.  All  entries  in the loan account(s) shall be made in accordance
with  Agent's  customary  practices  as  in  effect  from  time  to  time.
     6.2     Statements
     .  Agent  shall  render to Borrower each calendar month a statement setting
forth  the outstanding balance in Borrower's loan account(s) maintained by Agent
for  Borrower pursuant to the provisions of this Agreement, including principal,
interest,  fees,  costs  and  expenses.  Each such statement shall be subject to
subsequent  adjustment  by Agent but shall, absent manifest errors or omissions,
be  considered  correct  and  deemed  accepted  by  Borrower  and Guarantors and
conclusively binding upon Borrower and Guarantors as an account stated except to
the  extent  that  Agent receives a written notice from Borrower of any specific
exceptions  of  Borrower  thereto  within  thirty  (30) days after the date such
                                       47
<PAGE>
statement  has  been  received by Borrower.  Until such time as Agent shall have
rendered  to  Borrower  a  written  statement  as provided above, the balance in
Borrower's  loan account(s) shall be presumptive evidence of the amounts due and
owing  to  Agent  and  Lenders  by  Borrower  and  Guarantors.
     6.3     Collection  of  Accounts.
     (a)     Borrower  shall  establish  and maintain, at its expense, lockboxes
and  related  blocked  accounts  (in either case, "Blocked Accounts"), with such
banks  as  are reasonably acceptable to Agent into which Borrower shall promptly
deposit and direct account debtors to directly remit all payments on Receivables
and  all  payments constituting proceeds of Inventory or other Collateral in the
identical  form in which such payments are made, whether by cash, check or other
manner.  Borrower  shall deliver, or cause to be delivered to Agent a Depository
Account  Control  Agreement duly authorized, executed and delivered by each bank
where  a  Blocked  Account  is  maintained  as  provided  in Section 5.2 hereof.
Borrower  agrees  that  at the election of Agent, upon the occurrence and during
the  continuation of a Trigger Event, all payments made to such Blocked Accounts
or other funds received and collected by Agent or any Lender, whether in respect
of  the  Receivables,  as proceeds of Inventory or other Collateral or otherwise
shall  be directed to the Agent Payment Account on a daily basis and, at Agent's
election  upon  the  occurrence and during the continuation of an Event Default,
shall  be treated as payments to Agent and Lenders in respect of the Obligations
and  therefore  such payments shall constitute the property of Agent and Lenders
to  the  extent  of the then outstanding Obligations.  To the extent no Event of
Default  has  occurred  and  is continuing, amounts in the Agent Payment Account
shall  be disbursed as directed by Borrower.  For the avoidance of doubt, unless
and  until a Trigger Event shall have occurred and shall be continuing, Borrower
shall  have  the  sole  and  exclusive  right  to  make  or  direct payments and
withdrawals  from  the  Blocked  Accounts.
(b)     For  purposes  of  calculating  the  amount  of  the  Loans available to
Borrower,  amounts  on  deposit  in  the  Agent  Payment Account will be applied
(conditional  upon  final  collection) to the Obligations on the Business Day of
receipt  by  Agent  of immediately available funds in the Agent Payment Account;
provided  such  payments  and  notice  thereof  are  received in accordance with
Agent's  usual and customary practices as in effect from time to time and within
sufficient  time to credit Borrower's loan account on such day, and if not, then
on  the  next  Business  Day.  For  the  purposes of calculating interest on the
Obligations,  such payments or other funds received will be applied (conditional
upon  final  collection)  to the Obligations the next Business Day following the
date  of  receipt  of  immediately available funds by Agent in the Agent Payment
Account provided such payments or other funds and notice thereof are received in
accordance  with Agent's usual and customary practices as in effect from time to
time  and  within sufficient time to credit Borrower's loan account on such day,
and  if  not,  then  on  the  next  Business  Day.  As between the Agent and the
Lenders,  the economic benefit of the timing in the application of payments (and
the  administrative charge with respect thereto, if applicable) shall be for the
sole  benefit  of  Agent.
(c)     Borrower  and  each  Guarantor  shall,  and shall cause their respective
shareholders, directors, employees, agents, Subsidiaries or other Affiliates to,
immediately  upon  receipt  of  any  monies,  checks, notes, drafts or any other
payment  relating  to and/or proceeds of Accounts or other Collateral which come
into  their  possession  or under their control, deposit or cause the same to be
deposited  in  the  Blocked  Accounts.  Borrower  and  each  Guarantor agrees to
                                       48
<PAGE>
reimburse  Agent within five (5) Business Days after demand for any amounts owed
or  paid  to any bank at which a Blocked Account or any other deposit account is
established  or any other bank or person involved in the transfer of funds to or
from  the Blocked Accounts arising out of Agent's payments to or indemnification
of  such  bank  or  person.  The  obligation  of  Borrower and each Guarantor to
reimburse  Agent for such amounts pursuant to this Section 6.3 shall survive the
termination  of  this  Agreement.
(d)     Notwithstanding  anything  herein to the contrary, all proceeds received
in  the  Agent  Payment  Account  that originated from a Guarantor shall, to the
extent  applied  to  the  Obligations, be deemed (i) if Agent has made demand of
payment  under  such  Guarantor's  guaranty  or an Event of Default has occurred
under  Section 10.1(g) or Section 10.1(h) hereof with respect to such Guarantor,
a  payment  on  such  Guarantor's guaranty in favor of Agent, (ii) to the extent
such  Guarantor  owes  monetary  obligations  to  Borrower and clause (i) is not
otherwise applicable, a repayment of such Guarantor's obligations to Borrower or
(iii)  to  the extent no such monetary obligations are owing from such Guarantor
to  Borrower  and  clause  (i)  is  not  otherwise  applicable, a loan from such
Guarantor  to  Borrower  subject  to  the  terms  of  Section  9.10(g)  hereof.
     6.4     Payments.
     (a)     All  Obligations  shall  be payable to the Agent Payment Account as
provided  in Section 6.3 or such other place as Agent may designate from time to
time  in writing to Borrower.  Agent shall apply payments to the extent received
or  collected  from  any  Borrower  or  any  Obligor  or for the account of such
Borrower  or  such Obligor (including the monetary proceeds of collections or of
realization  upon  any  Collateral)  as follows (provided that payments received
from  the  Exim  Guarantee,  proceeds of Exim Primary Collateral and allocations
among  Exim  Revolving  Loans,  Non-Exim  Revolving Loans, Exim Letter of Credit
Accommodations and Non-Exim Revolving Credit Accommodations shall be applied and
allocated  solely  in  accordance  with  clause  (D)  of  this  Section  6.4):
     (i)     so long as no Priority Event shall have occurred and be continuing,
or  will  result  from  any  of  the  following  payment  applications,
     first, to pay in full all indemnities or expense reimbursements then due to
Agent  from  Borrower  and  Guarantors  (other  than  fees);
second, to pay in full indemnities or expense reimbursements then due to Lenders
from  Borrower  and  Guarantors  (other  than  fees);
third,  to  pay  in  full  all  fees  payable  by  Borrower  under the Financing
Agreements  then  due;
fourth,  to pay in full interest due in respect of the Loans (including interest
payable  in  respect  of  the  Revolving  Loans  and  Special  Agent  Advances);
fifth,  to  pay  or  prepay  principal  in  respect  of  Special Agent Advances;
sixth,  to  pay  principal  in  respect  of the Revolving Loans then outstanding
(whether  or  not  then  due)  until  paid  in  full;
                                       49
<PAGE>
seventh,  to  cash collateralize any outstanding Letter of Credit Accommodations
during  the  continuation of an Event of Default, which cash collateral shall be
released  if  such  Event  of  Default  shall no longer be continuing and in the
absence  of  any  other  Event  of  Default  then  outstanding;
eighth,  to pay or prepay any other Obligations whether or not then due, in such
order  and  manner  as  Agent  determines;  and
ninth,  to Borrower or any other Person then entitled thereto in accordance with
applicable  law.
provided,  that,  in each instance set forth above in Section 6.4(a)(i), so long
--------   ----
as no Priority Event has occurred and is continuing, Section 6.4(a)(i) shall not
be deemed to apply to any payment by a Borrower specified by such Borrower to be
for  the  payment  of  specific Obligations then due and payable (or prepayable)
under  and  in  accordance  with  any  provision  of  this  Agreement;
     and
     (ii)     from  and  after  the  occurrence  and during the continuance of a
Priority  Event,
     first,  to  pay  in  full  the  expenses  of  Agent  for the collection and
enforcement  of  the  Obligations  and for the protection, preservation or sale,
disposition  or  other  realization upon the Collateral, including all expenses,
liabilities  and  advances  incurred  or  made  by  or  on  behalf  of Agent, in
connection  therewith  (including  reasonable attorneys' fees and legal expenses
and  other  expenses  of  Agent);
second,  to  the  extent  proceeds  remain after the application pursuant to the
preceding  clause, to pay all Obligations (other than Product Obligations) until
paid  in  full,  in cash or other immediately available funds, in such order and
manner as Agent shall elect in its discretion (including cash collateral for any
outstanding  Letter  of Credit Accommodations in accordance with Section 13.1(a)
hereof;  provided,  however,  that  such  cash  collateral  shall be returned to
Borrower  if  such  Priority  Event  shall  no  longer  be  continuing);
third,  to  the  extent  proceeds  remain  after the application pursuant to the
preceding  two  clauses,  to  pay  any  outstanding  Product  Obligations;  and
fourth,  to  Borrower or to any other Person then entitled thereto in accordance
with  applicable  law.
Notwithstanding  anything contained in this Section 6.4 or this Agreement to the
contrary,
     (A)     [Intentionally  Omitted];
(B)     should  any  payment  or  distribution  on security or instrument or the
proceeds  thereof  be  received  by  a Lender other than in accordance with this
Section  6.4,  such  Lender  shall  receive  and hold the same in trust, for the
benefit  of  Agent  and  Lenders or the Borrower (to the extent such parties are
                                       50
<PAGE>
then  entitled  thereto  in  accordance with this Agreement) and shall forthwith
deliver  the  same to such party (together with any endorsement or assignment of
such  Lender  where  necessary),  in  the  case  of  delivery  to the Agent, for
application  by  Agent  to  the Obligations in accordance with the terms of this
Section  6.4;
(C)     unless so directed by Borrower, or unless an Event of Default shall have
occurred and be continuing, Agent shall not apply any payments which it receives
to  any Eurodollar Rate Loans, except (1) on the expiration date of the Interest
Period  applicable  to  any  such Eurodollar Rate Loans or (2) in the event that
there  are  no  outstanding  Prime Rate Loans.  With respect to any Loans to the
extent not specified above, Agent may apply payments to such Loans in such order
as  Agent  shall  determine;  and
(D)     unless  otherwise agreed to by Agent, Required Lenders and Exim, (1) all
proceeds  of  Exim  Primary  Collateral  and all payments received from the Exim
Guarantee  shall be applied first, to reduce the "Loan Facility Obligations" (as
                            -----
such  term  is  defined in the Exim Guarantee) in such order as set forth in the
Exim  Guarantee  Documents  or, if not set forth therein, in such order as Agent
shall determine, until paid in full and second, to any other Obligations in such
                                        ------
order as set forth in the Exim Guarantee Documents or, if not set forth therein,
in  such order as set forth in Section 6.4(a)(i) or (ii), as applicable, and (2)
all  proceeds  from other Collateral that is required under Section 6.4(a)(i) or
(ii)  to  be applied to the Revolving Loans and to cash collateralize the Letter
of  Credit  Accommodations  shall  be  applied  first,  to  reduce  the Non-Exim
Revolving  Loans  until paid in full, second, to cash collateralize the Non-Exim
Letter of Credit Accommodations, third, to reduce the Exim Revolving Loans until
paid  in  full  and  fourth,  to  cash  collateralize  the Exim Letter of Credit
Accommodations.
     (b)     At Agent's option, Agent may make a Revolving Loan in the amount of
all principal, interest, fees, costs, expenses and other charges provided for in
this  Agreement  or the other Financing Agreements due to it or the Lenders from
time  to  time under the Financing Agreements and a description thereof shall be
set  forth  in  the  monthly  statement  provided  under  Section  6.2  hereof.
(c)     Borrower shall make all payments to Agent and Lenders on the Obligations
free  and  clear  of, and without deduction or withholding for or on account of,
any  setoff,  counterclaim,  defense,  duties,  taxes,  levies,  imposts,  fees,
deductions,  withholding, restrictions or conditions of any kind; provided, that
                                                                  --------
to  the  extent  Borrower  is required by law to deduct or withhold any taxes in
respect  of  any  sum  payable hereunder as a result of a Lender's breach of any
representation or warranty in its Assignment and Acceptance as to its tax status
or  otherwise,  Borrower  may  deduct or withhold such taxes, subject to Section
                                       51
<PAGE>
6.4(d),  and  may pursue any claims it has at law against such Lender.  If after
receipt  of any payment of, or proceeds of Collateral applied to the payment of,
any  of  the Obligations, Agent or any Lender is required to surrender or return
such  payment  or  proceeds  to  any Person for any reason, then the Obligations
intended  to  be  satisfied  by such payment or proceeds shall be reinstated and
continue  and  this Agreement shall continue in full force and effect as if such
payment  or  proceeds  had not been received by Agent or such Lender.  Borrowers
shall  be  liable  to pay to Agent, and does hereby indemnify and hold Agent and
Lenders  harmless  for  the  amount  of  any payments or proceeds surrendered or
returned.  This  Section  6.4(b)  shall  remain  effective  notwithstanding  any
contrary  action which may be taken by Agent or any Lender in reliance upon such
payment  or  proceeds.  This  Section  6.4  shall  survive  the  payment  of the
Obligations  and  the  termination  of  this  Agreement.
(d)     If  Borrower  shall  be  required by law to deduct or withhold any taxes
from or in respect of any sum payable hereunder to Agent or any Lender, then the
sum  payable  shall  be increased as necessary so that after making all required
deductions  and  withholdings  such  Lender  (or Agent on behalf of such Lender)
receives  an  amount  equal  to  the  sum  it  would  have  received had no such
deductions or withholdings been made; provided, that no Lender shall be entitled
                                      --------
to  such  additional payments pursuant to this Section 6.4(d) to the extent that
                                               --------------
Borrower's obligation to deduct or withhold such taxes was caused as a result of
such  Lender's  breach  of  any  representation,  warranty  or obligation in its
Assignment  and  Acceptance  relating  to  its  tax  status.
     6.5     Request  For  and  Authorization  to  Make  Loans
     .  Borrower  may  make  a  request  for  Loans  and  Letter  of  Credit
Accommodations,  and  Agent and Lenders are authorized to make Loans and provide
Letter  of  Credit  Accommodations,  based upon telephonic or other instructions
given  and  received from any officer of Borrower or any other authorized person
(or  anyone  that  Agent  believes in good faith to be an officer of Borrower or
other  authorized  Person)  or,  at  the  discretion of Agent, if such Loans are
necessary  to  satisfy  any  Obligations.  All  requests  for Loans or Letter of
Credit  Accommodations  hereunder  shall  specify whether such Loan or Letter of
Credit  Accommodation  is  an  Exim  Revolving  Loan,  Exim  Letter  of  Credit
Accommodation,  Non-Exim  Revolving  Loan  or  Non-Exim  Letter  of  Credit
Accommodation,  the  date on which the requested advance is to be made or Letter
of Credit Accommodations established (which day shall be a Business Day) and the
amount  of  the requested Loan.  Requests received after 11:00 a.m. Chicago time
on  any  day  shall be deemed to have been made as of the opening of business on
the  immediately  following  Business  Day.  All  Loans  and  Letter  of  Credit
Accommodations  under this Agreement shall be conclusively presumed to have been
made to, and at the request of and for the benefit of, Borrower or any Guarantor
when deposited to the credit of Borrower or any Guarantor or otherwise disbursed
or  established in accordance with the instructions of Borrower or any Guarantor
or  in  accordance  with  the  terms  and  conditions  of  this  Agreement.
     6.6     Use  of  Proceeds
     .  All  Non-Exim  Revolving  Loans  made  or  Non-Exim  Letter  of  Credit
Accommodations  provided  to  or  for  the  benefit  of Borrower pursuant to the
provisions  hereof  shall  be  used  by  Borrower for general operating, working
capital and other proper corporate purposes of Borrower not otherwise prohibited
by  the  terms  hereof; provided, that a portion of the Non-Exim Revolving Loans
                        --------
may  be  used  to  repay Indebtedness existing under the Indenture in accordance
with  Section  9.23.  All  Exim  Revolving  Loans  made or Exim Letter of Credit
Accommodations  provided  to  or  for  the  benefit  of Borrower pursuant to the
provisions  hereof  shall  be  used  by  Borrower only for the manufacturing of,
production  of,  or purchase and subsequent export sale of, finished goods which
are  intended  for  export  from  the  United  States  and  as more particularly
described  in  the  Exim Guarantee Documents.  None of the proceeds of the Loans
will  be used, directly or indirectly, for the purpose of purchasing or carrying
any margin security or for the purposes of reducing or retiring any indebtedness
which  was  originally  incurred to purchase or carry any margin security or for
any other purpose which might cause any of the Loans to be considered a "purpose
credit"  within  the  meaning  of  Regulation U of the Board of Governors of the
Federal  Reserve  System,  as  amended.
                                       52
<PAGE>
     6.7     [Intentionally  Omitted].
6.8     Pro  Rata  Treatment
     .  Except  to  the  extent  otherwise  provided in this Agreement:  (a) the
making  and  conversion  of Loans shall be made among the Lenders based on their
respective  Pro  Rata  Shares as to the applicable Loans and (b) each payment on
account  of  any  Obligations to or for the account of one or more of Lenders in
respect  of any Obligations due on a particular day shall be allocated among the
Lenders  entitled  to such payments based on their respective Pro Rata Shares of
such  Obligations  and  shall  be  distributed  accordingly.
     6.9     Sharing  of  Payments,  Etc.
     (a)     Borrower  and  each  Guarantor  agrees  that,  in  addition to (and
without  limitation of) any right of setoff, banker's lien or counterclaim Agent
or  any  Lender may otherwise have, each Lender shall be entitled, at its option
(but  subject,  as among Agent and Lenders, to the provisions of Section 12.3(b)
hereof),  to  offset  balances  held  by  it for the account of Borrower or such
Guarantor  at  any  of its offices, in dollars or in any other currency, against
any  principal  of  or  interest  on  any Loans owed to such Lender or any other
amount  payable  to such Lender hereunder, that is not paid when due (regardless
of  whether  such balances are then due to Borrower or such Guarantor), in which
case  it  shall promptly notify Borrower and Agent thereof; provided, that, such
Lender's  failure  to  give  such  notice shall not affect the validity thereof.
(b)     If  any  Lender  (including  Agent)  shall  obtain  from Borrower or any
Guarantor  payment  of  any  principal of or interest on any Loan owing to it or
payment  of  any other amount under this Agreement or any of the other Financing
Agreements  through  the  exercise  of  any  right  of  setoff, banker's lien or
counterclaim  or  similar  right or otherwise (other than from Agent as provided
herein),  and, as a result of such payment, such Lender shall have received more
than  its Pro Rata Share of the principal of the Loans or more than its share of
such other amounts then due hereunder or thereunder by Borrower or any Guarantor
to  such  Lender  than  the  percentage thereof received by any other Lender, it
shall  promptly  pay  to  Agent,  for the benefit of Lenders, the amount of such
excess  and  simultaneously  purchase from such other Lenders a participation in
the  Loans  or such other amounts, respectively, owing to such other Lenders (or
such  interest  due  thereon, as the case may be) in such amounts, and make such
other  adjustments  from time to time as shall be equitable, to the end that all
Lenders shall share the benefit of such excess payment (net of any expenses that
may  be  incurred by such Lender in obtaining or preserving such excess payment)
in  accordance  with  their respective Pro Rata Shares or as otherwise agreed by
Lenders.  To  such  end  all  Lenders  shall  make appropriate adjustments among
themselves (by the resale of participation sold or otherwise) if such payment is
rescinded  or  must  otherwise  be  restored.
(c)     Borrower  and  each  Guarantor  agrees  that  any  Lender  purchasing  a
participation  (or direct interest) as provided in this Section may exercise, in
a  manner  consistent  with  this  Section, all rights of setoff, banker's lien,
counterclaim or similar rights with respect to such participation as fully as if
such  Lender were a direct holder of Loans or other amounts (as the case may be)
owing  to  such  Lender  in  the  amount  of  such  participation.
                                       53
<PAGE>
(d)     Nothing  contained herein shall require any Lender to exercise any right
of  setoff,  banker's  lien, counterclaims or similar rights or shall affect the
right of any Lender to exercise, and retain the benefits of exercising, any such
right  with  respect  to any other Indebtedness or obligation of Borrower or any
Guarantor.  If,  under  any  applicable  bankruptcy, insolvency or other similar
law,  any  Lender  receives  a  secured  claim in lieu of a setoff to which this
Section  applies,  such  Lender  shall,  to  the extent practicable, assign such
rights  to  Agent  for  the  benefit  of Lenders and, in any event, exercise its
rights  in  respect of such secured claim in a manner consistent with the rights
of  Lenders entitled under this Section to share in the benefits of any recovery
on  such  secured  claim.
     6.10     Settlement  Procedures.
     (a)     In  order  to administer the Credit Facility in an efficient manner
and  to  minimize the transfer of funds between Agent and Lenders, Agent may, at
its  option,  subject to the terms of this Section, make available, on behalf of
Lenders, the full amount of the Revolving Loans requested by Borrower or charged
to  Borrower's  loan account(s) or otherwise to be advanced by Agent pursuant to
the terms hereof, without requirement of prior notice to Lenders of the proposed
Revolving  Loans.
(b)     With  respect  to all Revolving Loans made by Agent on behalf of Lenders
as  provided  in this Section, the amount of each Lender's Pro Rata Share of the
outstanding  Revolving  Loans  shall  be  computed weekly, and shall be adjusted
upward or downward on the basis of the amount of the outstanding Revolving Loans
as  of 5:00 p.m. Chicago time on the Business Day immediately preceding the date
of each settlement computation; provided, that, Agent retains the absolute right
at  any  time  or  from  time to time to make the above described adjustments at
intervals  more  frequent  than  weekly,  but in no event more than twice in any
week.  Agent shall deliver to each of the Lenders after the end of each week, or
at  such  lesser period or periods as Agent shall determine, a summary statement
of  the  amount  of  outstanding  Revolving  Loans for such period (such week or
lesser  period  or  periods  being  hereinafter  referred  to  as  a "Settlement
Period").  If  the  summary  statement is sent by Agent and received by a Lender
prior  to  12:00  p.m.  Chicago time, then such Lender shall make the settlement
transfer  described  in  this Section by no later than 3:00 p.m. Chicago time on
the same Business Day and if received by a Lender after 12:00 p.m. Chicago time,
then  such Lender shall make the settlement transfer by not later than 3:00 p.m.
Chicago  time on the next Business Day following the date of receipt.  If, as of
the end of any Settlement Period, the amount of a Lender's Pro Rata Share of the
outstanding  Revolving  Loans  is  more than such Lender's Pro Rata Share of the
outstanding  Revolving  Loans  as  of the end of the previous Settlement Period,
then  such Lender shall forthwith (but in no event later than the time set forth
in  the  preceding  sentence)  transfer to Agent by wire transfer in immediately
available  funds  the amount of the increase.  Alternatively, if the amount of a
Lender's  Pro  Rata  Share  of the outstanding Revolving Loans in any Settlement
Period  is  less  than  the  amount  of  such  Lender's  Pro  Rata  Share of the
outstanding  Revolving  Loans  for  the  previous Settlement Period, Agent shall
forthwith  transfer  to  such  Lender  by wire transfer in immediately available
funds  the  amount  of  the  decrease.  The obligation of each of the Lenders to
transfer  such  funds  and  effect  such  settlement  shall  be  irrevocable and
unconditional  and  without  recourse  to  or warranty by Agent.  Agent and each
Lender agrees to mark its books and records at the end of each Settlement Period
to  show at all times the dollar amount of its Pro Rata Share of the outstanding
Revolving  Loans and Letter of Credit Accommodations.  Each Lender shall only be
entitled to receive interest on its Pro Rata Share of the Revolving Loans to the
extent  such  Revolving Loans have been funded by such Lender.  Because Agent on
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behalf of Lenders may be advancing and/or may be repaid Revolving Loans prior to
the  time  when  Lenders  will  actually advance and/or be repaid such Revolving
Loans,  interest  with respect to Revolving Loans shall be allocated by Agent in
accordance with the amount of Revolving Loans actually advanced by and repaid to
each  Lender  and  Agent  and  shall  accrue  from  and  including the date such
Revolving  Loans  are so advanced to but excluding the date such Revolving Loans
are  either repaid by Borrower or actually settled with the applicable Lender as
described  in  this  Section.
(c)     To  the  extent  that  Agent has made any such amounts available and the
settlement  described  above  shall not yet have occurred, upon repayment of any
Revolving Loans by Borrower, Agent may apply such amounts repaid directly to any
amounts  made available by Agent pursuant to this Section.  In lieu of weekly or
more  frequent  settlements,  Agent may, at its option, at any time require each
Lender  to  provide  Agent with immediately available funds representing its Pro
Rata  Share  of  each  Revolving  Loan,  prior  to  Agent's disbursement of such
Revolving  Loan  to  Borrower.  In  such  event,  all Revolving Loans under this
Agreement  shall  be  made  by the Lenders simultaneously and proportionately to
their  Pro  Rata  Shares.  No Lender shall be responsible for any default by any
other Lender in the other Lender's obligation to make a Revolving Loan requested
hereunder  nor shall the Commitment of any Lender be increased or decreased as a
result  of  the  default by any other Lender in the other Lender's obligation to
make  a  Revolving  Loan  hereunder.
(d)     If Agent is not funding a particular Revolving Loan to Borrower pursuant
to  this  Section  on  any  day,  Agent  may  assume  that each Lender will make
available  to Agent such Lender's Pro Rata Share of the Revolving Loan requested
or otherwise made on such day and Agent may, in its discretion, but shall not be
obligated  to,  cause  a corresponding amount to be made available to or for the
benefit  of  Borrower  on  such  day.  If  Agent makes such corresponding amount
available  to  Borrower  and  such  corresponding  amount  is  not  in fact made
available  to  Agent  by  such  Lender,  Agent shall be entitled to recover such
corresponding  amount  on demand from such Lender together with interest thereon
for  each  day  from the date such payment was due until the date such amount is
paid  to  Agent  at  the  Federal Funds Rate for each day during such period (as
published  by the Federal Reserve Bank of New York or at Agent's option based on
the arithmetic mean determined by Agent of the rates for the last transaction in
overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that
day  by  each  of the three leading brokers of Federal funds transactions in New
York  City  selected by Agent) and if such amounts are not paid within three (3)
days of Agent's demand, at the highest Interest Rate provided for in Section 3.1
hereof  applicable  to Prime Rate Revolving Loans consisting of Revolving Loans.
During the period in which such Lender has not paid such corresponding amount to
Agent,  notwithstanding  anything to the contrary contained in this Agreement or
any  of  the  other Financing Agreements, the amount so advanced by Agent shall,
for  all purposes hereof, be a Loan made by Agent for its own account.  Upon any
such  failure  by  a Lender to pay Agent, Agent shall promptly thereafter notify
Borrower  of  such  failure  and Borrower shall pay such corresponding amount to
Agent for its own account within five (5) Business Days of Borrower's receipt of
such  notice.  A  Lender  who  fails  to  pay  Agent  its  Pro Rata Share of any
Revolving  Loans  made available by Agent on such Lender's behalf, or any Lender
who  fails  to  pay  any  other  amount  owing  by it to Agent, is a "Defaulting
Lender".  Agent  shall  not  be obligated to transfer to a Defaulting Lender any
payments  received  by  Agent  for  the Defaulting Lender's benefit, nor shall a
Defaulting  Lender  be  entitled  to  the  sharing  of  any  payments  hereunder
(including  any  principal,  interest or fees).  Amounts payable to a Defaulting
Lender  shall  instead  be paid to or retained by Agent.  Agent may hold and, in
its  discretion,  relend to Borrower the amount of all such payments received or
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retained  by  it  for  the  account  of such Defaulting Lender.  For purposes of
voting  or  consenting  to  matters with respect to this Agreement and the other
Financing  Agreements  and  determining  Pro Rata Shares, such Defaulting Lender
shall  be  deemed  not  to  be  a "Lender" and such Lender's Commitment shall be
deemed  to  be  zero (0).  This Section shall remain effective with respect to a
Defaulting  Lender  until  such default is cured.  The operation of this Section
shall  not  be  construed  to increase or otherwise affect the Commitment of any
Lender, or relieve or excuse the performance by Borrower or any Obligor of their
duties  and  obligations  hereunder.
(e)     Nothing  in  this  Section  or  elsewhere in this Agreement or the other
Financing Agreements shall be deemed to require Agent to advance funds on behalf
of  any  Lender  or  to  relieve  any  Lender from its obligation to fulfill its
Commitment  hereunder  or to prejudice any rights that Borrower may have against
any  Lender as a result of any default by any Lender hereunder in fulfilling its
Commitment.
     6.11     Obligations  Several;  Independent  Nature  of  Lenders'  Rights
     .  The  obligation of each Lender hereunder is several, and no Lender shall
be  responsible  for the obligation or commitment of any other Lender hereunder.
Nothing contained in this Agreement or any of the other Financing Agreements and
no  action  taken  by  the Lenders pursuant hereto or thereto shall be deemed to
constitute  the  Lenders to be a partnership, an association, a joint venture or
any  other  kind  of  entity.  The amounts payable at any time hereunder to each
Lender  shall  be  a  separate and independent debt, and subject to Section 12.3
hereof,  each Lender shall be entitled to protect and enforce its rights arising
out  of  this Agreement and it shall not be necessary for any other Lender to be
joined  as  an  additional  party  in  any  proceeding  for  such  purpose.
SECTION  7.     COLLATERAL  REPORTING  AND  COVENANTS
                -------------------------------------
     7.1     Collateral  Reporting.
     (a)     Borrower shall provide Agent with the following documents in a form
reasonably  satisfactory  to  Agent  as  soon  as possible after the end of each
Fiscal  Month  but  in  any  event  within  ten (10) Business Days after the end
thereof  (or  weekly,  within  three  (3)  Business Days after each Friday, if a
Trigger  Event  exists  and  is  continuing):
     (i)     a  monthly  Borrowing  Base  Certificate  in  the form of Exhibit D
hereto  setting  forth  the  calculation  of  the  Borrowing  Base  and  the
Export-Related  Borrowing  Base  as  of the last Business Day of the immediately
preceding  Fiscal Month (or weekly if a Trigger Event exists and is continuing),
which  Borrowing Base Certificate shall be complete and accurate in all material
respects;
(ii)     [Intentionally  omitted];
(iii)     (A)  perpetual  inventory  reports,  (B) inventory reports by location
and  category  (and  including the amounts of Inventory and the value thereof at
any  leased  locations  and at premises of warehouses, processors or other third
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parties),  (C)  agings of accounts receivable (together with a reconciliation to
the  previous  month's  aging  and  general  ledger)  and (D) agings of accounts
payable  (and  including  information indicating the amounts owing to owners and
lessors  of leased premises, warehouses, processors and other third parties from
time  to  time  in  possession  of  any  Collateral);
(iv)     [Intentionally  omitted];
(v)     such  other  reports  as  to  the  Collateral  as Agent shall reasonably
request  and  that  can  produced  without  undue expense or burden to Borrower.
     (b)     During  the existence of a Trigger Event, Borrower shall provide to
Agent  on a regularly scheduled basis as reasonably required by Agent, schedules
in  a  form  reasonably  satisfactory  to  Agent  reflecting sales made, credits
issued,  cash  or other items of payment received and other data relating to the
current calculation of the Borrowing Base and the Export-Related Borrowing Base,
as  well  as  the  level of intercompany loan balances as Agent shall reasonably
request.
(c)     If  Borrower's  or  Guarantors' records or reports of the Collateral are
prepared  or  maintained  by an accounting service, contractor, shipper or other
agent,  Borrower  and such Guarantor hereby irrevocably authorizes such service,
contractor,  shipper  or  agent  to  deliver  such records, reports, and related
documents  to  Agent  and to follow Agent's instructions with respect to further
services  at  any  time  that  an Event of Default exists or has occurred and is
continuing.
All  documents  delivered pursuant to this Section shall include the U.S. dollar
equivalent  of  any  values  stated  in  a  currency  other  than  U.S. dollars.
     7.2     Accounts  Covenants.
     (a)     Borrower  shall notify Agent promptly of: (i) any material delay in
Borrower's  or  any  of  its Subsidiaries performance of any of their respective
material  obligations  to  any  account  debtor or the assertion of any material
claims,  offsets,  defenses  or  counterclaims  by  any  account  debtor, or any
material  disputes  with account debtors, or any material settlement, adjustment
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or  compromise  thereof, (ii) all material adverse information known to Borrower
or  any  Guarantor relating to the financial condition of any account debtor and
(iii)  any event or circumstance which, to the best of Borrower's or Guarantors'
knowledge, would cause Agent to consider any then existing Accounts as no longer
constituting Eligible Accounts or Eligible Export-Related Accounts Receivable in
accordance  with  the  respective  criteria therefor set forth in the respective
definitions  thereof.  So long as no Event of Default exists or has occurred and
is continuing, Borrower and Guarantors shall have the exclusive right to settle,
adjust or compromise any claim, offset, counterclaim or dispute with any account
debtor.  At  any  time  that an Event of Default has occurred and is continuing,
Agent  shall,  at  its  option,  have  the  exclusive right to settle, adjust or
compromise  any  claim,  offset, counterclaim or dispute with account debtors or
grant  any  credits,  discounts  or  allowances.
(b)     With  respect  to  each  Account:  (i)  the amounts shown on any invoice
delivered  to  Agent  or  schedule  thereof delivered to Agent shall be true and
complete  in all material respects to the Borrower's Knowledge, (ii) no payments
shall  be  made  thereon  except  payments  immediately delivered to the Blocked
Accounts  pursuant  to  the  terms of this Agreement, (iii) no credit, discount,
allowance or extension or agreement for any of the foregoing shall be granted to
any account debtor except as reported to Agent in accordance with this Agreement
and except for credits, discounts, allowances or extensions made or given in the
ordinary course of Borrower's business in accordance with practices and policies
previously  disclosed  to  Agent,  (iv)  there  shall be no setoffs, deductions,
contras,  defenses,  counterclaims or disputes existing or asserted with respect
thereto  except  as  reported  to  Agent  in  accordance  with the terms of this
Agreement,  (v)  none  of  the transactions giving rise thereto will violate any
applicable  foreign,  Federal,  State  or  local  laws  or  regulations,  all
documentation  relating  thereto  will be legally sufficient under such laws and
regulations and all such documentation will be legally enforceable in accordance
with  its  terms  in  all  material  respects.
(c)     Upon  the  occurrence  and  during  the continuation of a Trigger Event,
Agent  shall have the right at any time or times, in Agent's name or in the name
of  a  nominee  of  Agent,  to  verify  the validity, amount or any other matter
relating  to  any Receivables or other Collateral, by mail, telephone, facsimile
transmission  or  otherwise.
     7.3     Inventory  Covenants
     .  With  respect to the Inventory: (a) Borrower and each Guarantor shall at
all  times  maintain inventory records reasonably satisfactory to Agent, keeping
correct  and  accurate  records itemizing and describing the kind, type, quality
and  quantity  of  Inventory,  Borrower's  or such Guarantor's cost therefor and
daily  withdrawals  therefrom and additions thereto; (b) Borrower and Guarantors
shall  conduct cycle counts of the Inventory at least once each year which shall
include  counts  of  at  least  85% of the Borrower's and Guarantors' Inventory;
provided  that  Borrower  and  Guarantors  shall conduct a physical count of the
    ----
Inventory  at  any  time  or times as Agent may request after the occurrence and
during the continuance of an Event of Default, and promptly following such cycle
count  or physical count, as applicable, shall supply Agent with a report in the
form  and  with  such  specificity  as  may  be reasonably satisfactory to Agent
concerning  such  count; (c) except as expressly permitted under this Agreement,
Borrower  and  Guarantors  shall not remove any Inventory from the locations set
forth  or  permitted  herein, without the prior written consent of Agent, except
for sales of Inventory in the ordinary course of its business and except to move
Inventory  directly  from  one location set forth or permitted herein to another
such  location  (that  is owned or covered by a Collateral Access Agreement) and
except  for  Inventory shipped from the manufacturer thereof to Borrower or such
Guarantor  which  is  in  transit to the locations set forth or permitted herein
(that  is  owned  or covered by a Collateral Access Agreement); (d) upon Agent's
request,  Borrower  shall,  at  its expense, no more than once during any Fiscal
Year,  but  at  any  time or times as Agent may request after the occurrence and
during  the continuance of an Event of Default, deliver or cause to be delivered
to  Agent  written appraisals as to the Inventory in form, scope and methodology
reasonably  acceptable  to  Agent  and  by an appraiser reasonably acceptable to
Agent,  addressed  to  Agent  and  Lenders  and upon which Agent and Lenders are
expressly  permitted  to  rely;  (e) Borrower and Guarantors shall produce, use,
store  and  maintain the Inventory with commercially reasonable care and caution
and  in  accordance with applicable standards of any insurance and in conformity
with  applicable  laws  (including  the  requirements  of the Federal Fair Labor
Standards  Act of 1938, as amended and all rules, regulations and orders related
thereto);  (f)  none  of  the  Inventory  or  other  Collateral constitutes farm
products  or  the  proceeds  thereof; (g) Borrower and Guarantors shall not sell
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Inventory  to  any  customer  on approval, or any other basis which entitles the
customer  to return or may obligate Borrower or any Guarantor to repurchase such
Inventory,  except for returns and repurchases in connection with any warranties
issued  on  such Inventory in the ordinary course of business and upon accepting
any  return  or  making any repurchase, Borrower shall provide Agent with prompt
notice  thereof to the extent any return or repurchase involves Inventory with a
Value in excess of $100,000 and Agent may adjust the Borrowing Base or establish
Reserves  accordingly  to reflect such returned or repurchased Inventory and the
related  Accounts;  (h) Borrower and Guarantors shall keep the Inventory in good
and  marketable  condition;  and  (i) Borrower and Guarantors shall not, without
prior  written  notice to Agent or the specific identification of such Inventory
in  a  report  with  respect  thereto  provided by Borrower to Agent pursuant to
Section  7.1(a)  hereof,  acquire  or  accept  any  Inventory  on consignment or
approval.
     7.4     Equipment  and  Real  Property  Covenants
     .  With  respect  to  the  Equipment  and  Real Property:  (a) upon Agent's
request,  Borrower  and  Guarantors  shall,  at their expense, no more than once
during  each  Fiscal  Year for Equipment or more than once during any two Fiscal
Years for Real Property, but at any time or times as Agent may request after the
occurrence  and  during the continuance of an Event of Default, deliver or cause
to  be delivered to Agent written appraisals as to the Equipment and/or the Real
Property in form, scope and methodology reasonably acceptable to Agent and by an
appraiser  reasonably  acceptable  to  Agent,  addressed to Agent and upon which
Agent is expressly permitted to rely; (b) Borrower and Guarantors shall (i) keep
the  Equipment in good order, repair, running and marketable condition (ordinary
wear and tear excepted) and (ii) keep the Real Property in good order and repair
and  in  commercially  reasonable  operating  condition  (ordinary wear and tear
excepted); (c) Borrower and Guarantors shall use the Equipment and Real Property
with  commercially reasonable care and caution and in accordance with applicable
standards  of  any insurance and in conformity with all applicable laws; (d) the
Equipment  is  and  shall be used in the business of Borrower and Guarantors and
not  for  personal,  family,  household  or farming use; (e) except as expressly
permitted  under  this  Agreement,  Borrower and Guarantors shall not remove any
Equipment from the locations set forth or permitted herein, except to the extent
necessary to have any Equipment repaired or maintained in the ordinary course of
its  business  or  to  move  Equipment  directly  from one location set forth or
permitted  herein  to  another  such  location  (that  is  owned or covered by a
Collateral  Access Agreement) and except for the movement of motor vehicles used
by  or  for  the benefit of Borrower or such Guarantor in the ordinary course of
business;  and  (f)  the Equipment is now and shall remain personal property and
Borrower  and Guarantors shall not permit any of the Equipment to be or become a
part  of or affixed to real property unless such real property is subject to one
of  the  Mortgages.
     7.5     Power  of  Attorney
     .  Borrower  and  each Guarantor hereby irrevocably designates and appoints
Agent  (and  all persons designated by Agent) as Borrower's and such Guarantor's
true  and  lawful  attorney-in-fact,  and  authorizes Agent, in Borrower's, such
Guarantor's or Agent's name, to at any time an Event of Default has occurred and
is  continuing  (i)  demand  payment  on  Receivables  or other Collateral, (ii)
enforce payment of Receivables by legal proceedings or otherwise, (iii) exercise
all  of  Borrower's  or  such  Guarantor's  rights  and  remedies to collect any
Receivable  or  other  Collateral,  (iv) sell or assign any Receivable upon such
terms,  for  such amount and at such time or times as Agent deems advisable, (v)
settle,  adjust,  compromise,  extend  or  renew  an Account, (vi) discharge and
release  any  Receivable,  (vii)  prepare,  file  and  sign  Borrower's  or such
Guarantor's  name  on any proof of claim in bankruptcy or other similar document
against  an  account  debtor  or  other obligor in respect of any Receivables or
other  Collateral,  (viii)  notify  the  post  office  authorities to change the
address  for  delivery  of remittances from account debtors or other obligors in
respect  of Receivables or other proceeds of Collateral to an address designated
by  Agent,  and  open and dispose of all mail addressed to Borrower or Guarantor
and  handle  and store all mail relating to the Collateral; and (ix) do all acts
and  things which are necessary, in Agent's reasonable determination, to fulfill
Borrower's  or  such  Guarantor's obligations under this Agreement and the other
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Financing  Agreements;  (x) take control in any manner of any item of payment in
respect  of  Receivables  or constituting Collateral or otherwise received in or
for  deposit  in  the  Blocked  Accounts  or  otherwise received by Agent or any
Lender,  (xi)  have  access  to any lockbox or postal box into which remittances
from  account  debtors  or  other  obligors  in  respect of Receivables or other
proceeds  of  Collateral  are sent or received, (xii) endorse Borrower's or such
Guarantor's  name  upon  any  items  of  payment  in  respect  of Receivables or
constituting  Collateral  or  otherwise  received  by  Agent  and any Lender and
deposit  the  same in Agent's account for application to the Obligations, (xiii)
endorse  Borrower's  or  such Guarantor's name upon any chattel paper, document,
instrument, invoice, or similar document or agreement relating to any Receivable
or any goods pertaining thereto or any other Collateral, including any warehouse
or  other  receipts,  or  bills of lading and other negotiable or non-negotiable
documents,  (xiv) clear Inventory the purchase of which was financed with Letter
of  Credit  Accommodations  through  U.S.  Customs  or  foreign  export  control
authorities  in Borrower's or such Guarantor's name, Agent's name or the name of
Agent's  designee,  and  to  sign  and  deliver  to  customs officials powers of
attorney  in  Borrower's  or  such  Guarantor's  name  for  such purpose, and to
complete  in  Borrower's or such Guarantor's or Agent's name, any order, sale or
transaction,  obtain the necessary documents in connection therewith and collect
the  proceeds  thereof, and (xv) sign Borrower's or such Guarantor's name on any
verification  of  Receivables  and  notices  thereof  to  account debtors or any
secondary  obligors  or  other  obligors  in respect thereof.  Borrower and each
Guarantor  hereby  releases  Agent  and  Lenders  and their respective officers,
employees  and designees from any liabilities arising from any act or acts under
this  power  of  attorney  and  in  furtherance  thereof, whether of omission or
commission,  except as a result of Agent's or any Lender' s own gross negligence
or  willful misconduct as determined pursuant to a final non-appealable order of
a  court  of  competent  jurisdiction.
     7.6     Right  to  Cure
     .  Following  and during the continuance of an Event of Default, Agent may,
at  its option, upon notice to Borrower, (a) cure any default by Borrower or any
Guarantor  under  any  agreement  with a third party that materially affects the
Collateral,  its  value  or  the  ability of Agent to collect, sell or otherwise
dispose  of  the  Collateral  or  the rights and remedies of Agent or any Lender
therein  or  the ability of Borrower or any Guarantor to perform its obligations
hereunder  or  under  any  of the other Financing Agreements, (b) pay or bond on
appeal  any  judgment  entered  against Borrower or any Guarantor, (c) discharge
taxes,  liens, security interests or other encumbrances at any time levied on or
existing with respect to the Collateral and pay any amount, incur any expense or
perform any act which, in Agent's judgment exercised in good faith, is necessary
or  appropriate  to preserve, protect, insure or maintain the Collateral and the
rights  of Agent and Lenders with respect thereto.  Agent may add any reasonable
amounts  so  expended  to  the  Obligations and make Revolving Loans to pay such
amounts,  such amounts to be repayable by Borrower within five (5) Business Days
after  demand.  Agent  and  Lenders  shall be under no obligation to effect such
cure,  payment  or bonding and shall not, by doing so, be deemed to have assumed
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any  obligation  or liability of Borrower or any Guarantor.  Any payment made or
other  action  taken  by Agent or any Lender under this Section shall be without
prejudice  to  any  right to assert an Event of Default hereunder and to proceed
accordingly.
     7.7     Access  to  Premises
     .  From  time  to  time  as  requested by Agent, at the cost and expense of
Borrower,  (a)  Agent  or  its  designee  shall  have  complete access to all of
Borrower's  and  Guarantors'  premises  during  normal  business hours and after
notice  to  Borrower  or  such  Guarantor,  or at any time and without notice to
Borrower  if  an  Event of Default exists or has occurred and is continuing, for
the  purposes  of  inspecting,  verifying and auditing the Collateral and all of
Borrower's  and  Guarantors'  books  and records, including the Records, and (b)
Borrower  and each Guarantor shall promptly furnish to Agent such copies of such
books  and  records or extracts therefrom as Agent may request, and Agent or any
Lender  or  Agent's  designee  may  use  during  normal  business  hours such of
Borrower's and Guarantors' personnel, equipment, supplies and premises as may be
reasonably  necessary for the foregoing and if an Event of Default exists or has
occurred  and is continuing for the collection of Receivables and realization of
other  Collateral;  provided  that, so long as no Event of Default exists and is
continuing  Agent  shall  not conduct such inspections, verifications and audits
more than three (3) times during any twelve-month period and Borrower shall only
be responsible for the cost and expense (not to exceed $30,000 in the aggregate)
of  two  (2)  such  inspections,  verifications  and  audits.
SECTION  8.     REPRESENTATIONS  AND  WARRANTIES
                --------------------------------
     Borrower  and  each  Guarantor  hereby represents and warrants to Agent and
Lenders  the  following:
     8.1     Corporate  Existence,  Power  and  Authority
     .  Borrower  and each Guarantor is a corporation duly organized and in good
standing under the laws of its state of incorporation and is duly qualified as a
foreign  corporation  and  in good standing in all states or other jurisdictions
where the nature and extent of the business transacted by it or the ownership of
assets  makes  such  qualification  necessary, except for those jurisdictions in
which  the  failure  to  so  qualify would not have a Material Adverse Effect on
Borrower's or Guarantor' s financial condition, results of operation or business
or  the rights of Agent in or to any of the Collateral.  The execution, delivery
and  performance  of  this  Agreement,  the  other  Financing Agreements and the
transactions contemplated hereunder and thereunder (a) are all within Borrower's
and  each  Guarantor's  corporate powers, (b) have been duly authorized, (c) are
not  in  contravention  of  law  or  the terms of Borrower's or such Guarantor's
certificate  of  incorporation,  by-laws, or other organizational documentation,
(d)  are  not in contravention of the Indenture, (e) are not in contravention of
any other agreement or undertaking to which Borrower or any Guarantor is a party
or  by  which  Borrower or any Guarantor or its property are bound except to the
extent  that the same could not, individually or in the aggregate, reasonably be
expected  to  have  a  Material  Adverse  Effect, and (f) will not result in the
creation  or  imposition of, or require or give rise to any obligation to grant,
any  lien,  security  interest, charge or other encumbrance upon any property of
Borrower or any Guarantor.  This Agreement and the other Financing Agreements to
which  Borrower  or any Guarantor is a party constitute legal, valid and binding
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obligations  of  Borrower or such Guarantor enforceable in accordance with their
respective  terms  except  in each case as such enforceability may be limited by
bankruptcy,  insolvency, moratorium or similar laws affecting the enforceability
of  creditors'  rights  generally  and  by  equitable  principles  of  general
applicability.
     8.2     Name;  State  of  Organization;  Chief Executive Office; Collateral
Locations.
     (a)     The exact legal name of Borrower and each Guarantor is as set forth
on  the  signature  page  of  this Agreement and in the Information Certificate.
Neither  Borrower  nor any Guarantor has, during the past five years, been known
by  or  used  any  other  corporate or fictitious name or been the non-surviving
party  to  any  merger or consolidation, or acquired all or substantially all of
the  assets  of any Person, or acquired any of its property or assets out of the
ordinary course of business, except as set forth in the Information Certificate.
(b)     The  Information  Certificate  accurately  sets forth the organizational
identification  number  of Borrower and each Guarantor or accurately states that
Borrower  or  such  Guarantor  has  none  and  accurately sets forth the federal
employer  identification  number  of  Borrower  and  each  Guarantor.
(c)     The  chief  executive  office  and  mailing address of Borrower and each
Guarantor  is,  and  Borrower's  and Guarantors' Records concerning Accounts are
located  only  at,  the  address  identified  as  such  in  Schedule  8.2 to the
Information  Certificate  and  their  only other places of business and the only
other  locations  of Collateral, if any, are the addresses set forth in Schedule
8.2  to  the  Information  Certificate, subject to the rights of Borrower or any
Guarantor  to establish new locations in accordance with Section 9.2 below.  The
Information Certificate correctly identifies any of such locations which are not
owned  by  Borrower  or  Guarantor  and  sets  forth the owners and/or operators
thereof.
     8.3     Financial  Statements;  No  Material  Adverse  Change.
     (a)     Subject  to Section 8.3(b) below, all financial statements relating
to  Borrower  or  any  Guarantor  which  have  been delivered by Borrower or any
Guarantor  to  Agent  and  Lenders  since  January 1, 2005 have been prepared in
accordance  with  GAAP  (except  as to any interim monthly financial statements,
which  have  been prepared in accordance with standards that are no more lenient
than  those  used  in  the preparation of monthly financial statements under the
Prior  Loan Agreement) and fairly present in all material respects the financial
condition  and the results of operation of Borrower and such Guarantor as at the
dates and for the periods set forth therein.  Except as disclosed in any interim
financial  statements furnished by Borrower and Guarantors to Agent from January
1,  2005  to the date of this Agreement, no act, condition or event has occurred
which  had  or  is  reasonably  likely  to  have  a  Material  Adverse  Effect.
(b)     (i)  the  audited  consolidated  balance  sheet  of the Borrower and its
Subsidiaries  as of December 31, 2004 and the audited consolidated statements of
operations,  stockholders'  deficit  and  cash  flows  of  the  Borrower and its
Subsidiaries  for  the  year then ended, together with the notes thereto and the
                                       62
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report  of  the  Borrower's  independent  public  accountants thereon (the "2004
                                                                            ----
Audited  Financial  Statements"), (ii) the restated audited consolidated balance
     -------------------------
sheet  of  the  Borrower  and its Subsidiaries as of December 31, 2003, 2002 and
2001  and  the  restated  audited  consolidated  statements  of  operations,
stockholders'  deficit  and  cash flows of the Borrower and its Subsidiaries for
the  years  then  ended,  together  with the notes thereto and the report of the
Borrower's  independent  public  accountants  thereon  (the  "Restated Financial
                                                              ------------------
Statements") and (iii) if required to be filed with the SEC prior to the Closing
     -----
Date,  any  unaudited  interim  condensed  consolidated  balance  sheets  and
consolidated  statements  of operations, stockholders' deficit and cash flows of
the  Borrower  and  its  Subsidiaries for such interim period, together with the
notes  thereto  (the  "2005  Interim  Financial  Statements") will (A) have been
                       ------------------------------------
prepared  in  accordance  with  GAAP  applied on a consistent basis (except with
respect  to  prescribed changes in the application of GAAP that are described in
the  notes  thereto)  throughout the periods to which they relate, except in the
case  of  the  2005  Interim  Financial  Statements, which are subject to normal
year-end  adjustments  and  except  for  the  absence of notes and certain other
information  as permitted by Regulation S-X under the Securities Act, (B) comply
in  all  material  respects  with the applicable accounting requirements and the
rules  and regulations of the SEC with respect thereto and (C) fairly present in
all  material  respects the consolidated financial condition of the Borrower and
its  Subsidiaries as of the dates set forth therein and the consolidated results
of  operations,  cash  flows  and  stockholders' deficit of the Borrower and its
Subsidiaries  for  the  periods  set  forth  therein.
     8.4     Priority  of  Liens;  Title  to  Properties
     .  The  security  interests and liens granted to Agent under this Agreement
and the other Financing Agreements constitute valid and perfected first priority
liens  and  security  interests  in and upon the Collateral, subject only to the
liens  indicated  on  Schedule  8.4 to the Information Certificate and the other
liens  permitted under Section 9.8 hereof.  Borrower and each Guarantor has good
and  marketable  fee  simple title to or valid leasehold interests in all of its
Real  Property  and  good,  valid  and  marketable  title  to  all  of its other
properties  and  assets,  subject  to  no  liens,  mortgages,  pledges, security
interests,  encumbrances  or  charges of any kind, except those granted to Agent
and  such  others  as are specifically listed on Schedule 8.4 to the Information
Certificate  or  permitted  under  Section  9.8  hereof.
     8.5     Tax  Returns
     .  Borrower  and  each  Guarantor  has  filed,  or caused to be filed, in a
timely manner all tax returns, reports and declarations which are required to be
filed  by  it.  All information in such tax returns, reports and declarations is
complete and accurate in all material respects.  Borrower and each Guarantor has
paid  or  caused to be paid all taxes due and payable or claimed due and payable
in  any  assessment received by it, except taxes the validity of which are being
contested  in  good  faith  by  appropriate  proceedings  diligently pursued and
available  to  Borrower  or  such  Guarantor  and with respect to which adequate
reserves have been set aside on its books.  Adequate provision has been made for
the payment of all accrued and unpaid Federal, State, county, local, foreign and
other  taxes  whether  or  not  yet due and payable and whether or not disputed.
     8.6     Litigation
     .  Except  as  set  forth  on  Schedules  8.6  and  8.11 to the Information
Certificate,  (a)  there  is  no  investigation  by  any  Governmental Authority
pending,  or  to  the  Borrower's  Knowledge, threatened against Borrower or any
Guarantor,  or its or their assets or business and (b) there is no action, suit,
proceeding  or  claim  by  any  Person  pending,  or to the Borrower's Knowledge
threatened,  against  Borrower  or any Guarantor or its or their assets, in each
case  under  clause  (a)  or (b), which could, individually or in the aggregate,
reasonably  be  expected  to  have a Material Adverse Effect.  None of the items
disclosed  on  Schedules  8.6  and  8.11 to the Information certificate will, if
adversely  determined,  have  a  Material  Adverse  Effect.
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     8.7     Compliance  with  Other  Agreement  and  Applicable  Laws.
     (a)     Borrower  and  Guarantors are not in default under, or in violation
of  the terms of, any agreement, contract, instrument, lease or other commitment
to  which  it  is a party or by which it or any of its assets are bound, in each
case  except  to  the  extent  that  the  same could not, individually or in the
aggregate,  reasonably  be expected to have a Material Adverse Effect.  Borrower
and  Guarantors  are in compliance with the requirements of all applicable laws,
rules,  regulations  and  orders of any Governmental Authority relating to their
respective  businesses,  including,  without  limitation,  those set forth in or
promulgated  pursuant  to  the  Occupational  Safety  and Health Act of 1970, as
amended,  the  Fair Labor Standards Act of 1938, as amended, ERISA, the Code, as
amended,  and  the rules and regulations thereunder, and all Environmental Laws,
in  each  case  except  to  the  extent  that  such  noncompliance  could  not,
individually  or  in  the  aggregate,  reasonably be expected to have a Material
Adverse  Effect.
(b)     Borrower  and  Guarantors  have obtained all material permits, licenses,
approvals,  consents, certificates, orders or authorizations of any Governmental
Authority or which are required by any Environmental Law, in each case which are
required  for  the  lawful  conduct  of its business (the "Permits"), all of the
Permits  are  valid and subsisting and in full force and effect and there are no
actions,  claims or proceedings pending, or to the best of Borrower's Knowledge,
threatened,  that  seek the revocation, cancellation, suspension or modification
of  any of the Permits, in each case except to the extent that any inaccuracy in
the foregoing statements could not, individually or in the aggregate, reasonably
be  expected  to  have  a  Material  Adverse  Effect.
     8.8     Environmental  Compliance.
     (a)     Except as set forth on Schedule 8.8 to the Information Certificate,
to  the  Borrower's Knowledge, Borrower and its Subsidiaries have not generated,
used, stored, treated, transported, manufactured, handled, produced, released or
disposed  of  any  Hazardous  Materials,  on or off its premises (whether or not
owned  by  it)  in any manner which violates any applicable Environmental Law or
Permit,  and  the  operations  of  Borrower  and  its Subsidiaries comply in all
respects with all Environmental Laws and all Permits, in each case except to the
extent  that the same could not, individually or in the aggregate, reasonably be
expected  to  have  a  Material  Adverse  Effect.
(b)     Except  as  set forth on Schedule 8.8 to the Information Certificate, to
the  Borrower's  Knowledge,  there  is  no  investigation  by  any  Governmental
Authority  or  any  proceeding,  complaint, order, directive, claim, citation or
notice  by  any Governmental Authority or any other person pending or threatened
with  respect to any non-compliance with or violation of the requirements of any
Environmental  Law  by  Borrower  or  any Subsidiary of Borrower or the release,
spill  or  discharge,  threatened  or  actual,  of any Hazardous Material or the
generation,  use,  storage,  treatment,  transportation,  manufacture, handling,
production  or  disposal  of any Hazardous Materials or any other environmental,
health  or  safety  matter  in  violation  of  Environmental  Law  which  could,
individually  or  in  the  aggregate,  reasonably be expected to have a Material
Adverse  Effect.
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(c)     Except  as  set forth on Schedule 8.8 to the Information Certificate, to
the  Borrower's  Knowledge,  Borrower  and  its  Subsidiaries  have no liability
(contingent  or  otherwise)  in  connection  with a release, spill or discharge,
threatened  or  actual,  of  any  Hazardous  Materials  or  the generation, use,
storage,  treatment,  transportation,  manufacture,  handling,  production  or
disposal  of any Hazardous Materials, in each case except to the extent that the
same could not, individually or in the aggregate, reasonably be expected to have
a  Material  Adverse  Effect.
(d)     [Intentionally  Omitted].
(e)     To  the Borrower's Knowledge, no conditions exist at any property now or
previously  owned,  leased  or operated by Borrower or a Subsidiary, which could
reasonably  be  expected  to  give rise to any liability under any Environmental
Laws, in each case except to the extent that the same could not, individually or
in  the  aggregate,  reasonably  be  expected to have a Material Adverse Effect.
     8.9     Employee  Benefits.
     (a)     Each  Plan  is  in  compliance  in  all  material respects with the
applicable  provisions  of ERISA, the Code and other Federal or State law.  Each
Plan  which is intended to qualify under Section 401(a) of the Code has received
a  favorable  determination  letter from the Internal Revenue Service and to the
Borrower's  Knowledge,  nothing  has occurred which would cause the loss of such
qualification.  Borrower  and  its  ERISA  Affiliates  have  made  all  required
contributions to any Plan subject to Section 412 of the Code, and no application
for  a  funding  waiver  or  an extension of any amortization period pursuant to
Section  412  of  the  Code  has  been  made  with  respect  to  any  Plan.
(b)     There are no pending, or to the Borrower's Knowledge, threatened claims,
actions  or  lawsuits,  or action by any Governmental Authority, with respect to
any  Plan.  There  has  been no nonexempt prohibited transaction or violation of
the fiduciary responsibility rules with respect to any Plan, in each case except
to  the  extent  that  the  same  could  not,  individually or in the aggregate,
reasonably  be  expected  to  have  a  Material  Adverse  Effect.
(c)     (i)  No  ERISA  Event  has  occurred or is reasonably expected to occur;
(ii)  the current value of each Plan's assets (determined in accordance with the
assumptions  used for funding such Plan pursuant to Section 412 of the Code) are
not  less than such Plan's liabilities under Section 4001(a)(16) of ERISA; (iii)
Borrower  and  each Guarantor, and their ERISA Affiliates, have not incurred and
do  not  reasonably  expect to incur, any liability under Title IV of ERISA with
respect  to  any  Plan (other than premiums due and not delinquent under Section
4007  of  ERISA);  (iv) Borrower and each Guarantor, and their ERISA Affiliates,
have  not  incurred and do not reasonably expect to incur, any liability (and no
event has occurred which, with the giving of notice under Section 4219 of ERISA,
would result in such liability) under Section 4201 or 4243 of ERISA with respect
to  a  Multiemployer  Plan; and (v) Borrower and each Guarantor, and their ERISA
Affiliates,  have  not engaged in a transaction that would be subject to Section
4069  or  4212(c)  of  ERISA.
     8.10     Bank  Accounts
     .  All  of  the  deposit accounts, investment accounts or other accounts in
the name of or used by Borrower or any Guarantor maintained at any bank or other
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financial  institution  are  set  forth  on  Schedule  8.10  to  the Information
Certificate,  subject  to  the right of Borrower and each Guarantor to establish
new  accounts  in  accordance  with  Section  5.2  hereof.
     8.11     Intellectual  Property
     .  To  the  knowledge  of  Borrower,  Schedule  8.11  to  the  Information
Certificate  lists  all  GSI  Intellectual  Property  (other  than  commercially
available  prepackaged  software and software generally available to the public)
owned,  licensed  or  used  by  Borrower  and each Guarantor in the development,
manufacturing and sale of products sold by Borrower and each Guarantor as of the
date  of  this Agreement.  As of the date hereof, Borrower and Guarantors do not
have  any  material  Intellectual  Property  registered,  or  subject to pending
applications,  in  the  United States Patent and Trademark Office or any similar
office  or  agency  in  the  United  States,  any  State  thereof, any political
subdivision  thereof  or  in  any  other  country, other than those described in
Schedule  8.11  to  the Information Certificate and has not granted any material
licenses  with  respect  thereto other than as set forth in Schedule 8.11 to the
Information  Certificate.  As  of the date hereof, to the knowledge of Borrower,
no  event  has occurred which permits or would permit after notice or passage of
time  or both, the revocation, suspension or termination of any GSI Intellectual
Property.  To  the knowledge of Borrower, (a) no GSI Intellectual Property owned
by  Borrower or such Guarantor ("Owned Intellectual Property") or goods bearing,
embodying,  or  using any Owned Intellectual Property currently sold, or offered
for  sale by or employed by Borrower or any Guarantor infringes any Intellectual
Property  rights  owned by any other Person presently and there is no pending or
threatened  action,  suit,  proceeding  or  claim  before  any  court  or  other
governmental  authority  contesting  its  right  to  sell  or use any such Owned
Intellectual Property and (b), except as otherwise set forth in Schedule 8.11 to
the Information Certificate, no third party has infringed or misappropriated any
Owned  Intellectual Property.  Schedule 8.11 to the Information Certificate sets
forth all of the agreements or other arrangements of Borrower and each Guarantor
pursuant  to which Borrower or any Guarantor has a license or other right to use
any  Intellectual  Property  material  to  the  businesses  of Borrower and each
Guarantor owned by another Person as in effect on the date hereof (collectively,
together  with  such  agreements or other arrangements as may be entered into by
Borrower  or  any  Guarantor  after  the date hereof, collectively, the "License
Agreements"  and  individually,  a "License Agreement").  All License Agreements
listed  in  Schedule  8.11  to the Information Certificate are in full force and
effect  as  of  the  date  hereof.  As  of  the date hereof, to the knowledge of
Borrower,  Owned Intellectual Property is subject to no security interest, lien,
collateral  assignment, pledge or other encumbrance in favor of any Person other
than  Agent,  except  for any liens permitted under Section 9.8(b), (c) and (i).
To  the  Borrower's  Knowledge,  no  trademark,  servicemark, copyright or other
Intellectual  Property  at  any  time used by Borrower or any Guarantor which is
owned  by  another  person, or owned by Borrower or such Guarantor is affixed to
any  Eligible  Inventory.
     8.12     Subsidiaries;  Affiliates;  Capitalization;  Solvency.
     (a)     Borrower  and  each  Guarantor does not have any direct or indirect
Subsidiaries  or  Affiliates  and  is  not  engaged  in  any  joint  venture  or
partnership except as set forth in Schedule 8.12 to the Information Certificate.
(b)     Borrower and each Guarantor is the record and beneficial owner of all of
the  issued  and outstanding shares of Capital Stock of each of the Subsidiaries
listed  on  Schedule  8.12  to  the  Information  Certificate  as being owned by
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Borrower  or  such Guarantor and there are no proxies, irrevocable or otherwise,
with  respect to such shares and no equity securities of any of the Subsidiaries
are  or  may  become  required  to be issued by reason of any options, warrants,
rights to subscribe to, calls or commitments of any kind or nature and there are
no  contracts,  commitments,  understandings  or  arrangements  by  which  its
Subsidiaries  is  or  may  become bound to issue additional shares of it Capital
Stock  or  securities  convertible  into  or  exchangeable  for  such  shares.
(c)     The  issued and outstanding shares of Capital Stock of Borrower and each
Guarantor  are directly and beneficially owned and held by the persons indicated
in  the  Information  Certificate, and in each case all of such shares have been
duly  authorized  and  are  fully paid and non-assessable, free and clear of all
claims,  liens,  pledges  and  encumbrances  of any kind, except as disclosed in
writing  to  Agent  prior  to  the  date  hereof.
(d)     Borrower  and  each  Guarantor  is  Solvent  upon  the  creation  of the
Obligations,  the  security  interests  of  Agent  and  the  other  transactions
contemplated  hereunder.
     8.13     Labor  Disputes.
     (a)     Set forth on Schedule 8.13 to the Information Certificate is a list
(including  dates  of  termination)  of  all  collective  bargaining  or similar
agreements  between  or applicable to Borrower and each Guarantor and any union,
labor  organization  or  other  bargaining  agent in respect of the employees of
Borrower  or  any  Guarantor  on  the  date  hereof.
(b)     There  is  (i)  no  significant  unfair labor practice complaint pending
against  Borrower  or  any Guarantor or, to the Borrower's Knowledge, threatened
against  it,  before  the  National  Labor  Relations  Board, and no significant
grievance  or  significant  arbitration  proceeding  arising out of or under any
collective  bargaining  agreement is pending on the date hereof against Borrower
or any Guarantor or, to Borrower's Knowledge, threatened against it, and (ii) no
significant  strike,  labor  dispute,  slowdown  or  stoppage is pending against
Borrower  or  any  Guarantor or, to the Borrower's Knowledge, threatened against
Borrower or any Guarantor, in each case except to the extent that the same could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse  Effect.
     8.14     Restrictions  on  Subsidiaries
     .  Except  for  restrictions  contained  in  this  Agreement  or  any other
agreement  with  respect  to Indebtedness of Borrower or any Guarantor permitted
hereunder  as  in  effect  on  the  date  hereof,  there  are  no contractual or
consensual  restrictions on Borrower or any Guarantor or any of its Subsidiaries
which  prohibit  or  otherwise restrict (a) the transfer of cash or other assets
(i)  between  Borrower  or any Guarantor and any of its or their Subsidiaries or
(ii) between any Subsidiaries of Borrower or any Guarantor or (b) the ability of
Borrower  or  any  Guarantor  or  any  of  its  or  their  Subsidiaries to incur
Indebtedness  or  grant  security  interests  to  Agent  or  any  Lender  in the
Collateral.
     8.15     Material  Contracts
     .  As  of  the  Closing  Date, Schedule 8.15 to the Information Certificate
sets  forth all Material Contracts to which Borrower or any Guarantor is a party
or is bound as of the date hereof.  Borrower and Guarantors have delivered true,
correct and complete copies of such Material Contracts to Agent on or before the
date  hereof.  To  the  Borrower's Knowledge, Borrower and Guarantors are not in
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breach  or in default in any material respect of or under any Material Contract,
and  have not received any notice of the intention of any other party thereto to
terminate any Material Contract, in each case except to the extent that the same
could  not,  individually  or in the aggregate, reasonably be expected to have a
Material  Adverse  Effect.
     8.16     [Intentionally  Omitted]
     .
     8.17     Accuracy  and  Completeness  of  Information
     .  All  information  furnished  by  Borrower or any Guarantor in writing to
Agent  or  any  Lender  in  connection  with  this Agreement or any of the other
Financing  Agreements  or  any  transaction  contemplated  hereby  or  thereby,
including all information on the Information Certificate, is true and correct in
all  material  respects  on  the  date  as of which such information is dated or
certified  and  does  not omit any material fact necessary in order to make such
information  not  misleading.
     8.18     Senior  Indebtedness
     .  All  the  Obligations  constitute "Senior Indebtedness", as such term is
defined  in  the  Indenture.
     8.19     [Intentionally  Omitted]
     .
     8.20     New  Disclosures
     .  To  the extent any actions are taken which are expressly permitted under
any Financing Agreements and which result in any representation or warranty made
in any Financing Agreement or in the Information Certificate being inaccurate or
misleading,  Borrower  shall  promptly provide Agent with updated information as
required  to  make  the  foregoing  complete  and  accurate  and thereafter, the
applicable  representations,  warranties  and  Information  Certificate shall be
deemed  to  be  amended  to  reflect  such  information  provided  to  Agent.
     8.21     Acquisition  Agreement
     .  As  of  the  date hereof, Borrower has delivered to Agent a complete and
correct  copy  of  the Acquisition Agreement (including all schedules, exhibits,
amendments,  supplements,  modifications,  assignments  and  all other documents
delivered  pursuant  thereto  or in connection therewith).  Neither Borrower nor
any  Guarantor,  and to the knowledge of Borrower, no other Person party thereto
is  in  material  default  in  the performance or compliance with any provisions
thereof.  The  Acquisition Agreement complies with, and the Acquisition has been
consummated  in  accordance  with, all laws applicable to Holdings, Borrower and
Borrower's  Subsidiaries.  The Acquisition Agreement is in full force and effect
as  of the date hereof and has not been terminated, rescinded or withdrawn.  All
material  approvals by Governmental Authorities having jurisdiction over Seller,
Borrower,  Guarantors  and  other Persons referenced therein with respect to the
transactions  contemplated  by the Acquisition Agreement have been obtained, and
no  such approvals impose any conditions to the consummation of the transactions
contemplated by the Acquisition Agreement.  To Borrower's Knowledge, none of the
Seller's representations and warranties in the Acquisition Agreement contain any
untrue  statement  of  a  material  fact  or omit any fact necessary to make the
statements  therein  not  misleading.
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SECTION  9.     AFFIRMATIVE  AND  NEGATIVE  COVENANTS
                -------------------------------------
     9.1     Maintenance  of  Existence.
     (a)     Borrower  and each of its Subsidiaries shall at all times preserve,
renew  and  keep in full force and effect its corporate existence and rights and
franchises  with  respect  thereto  and  maintain  in  full force and effect all
licenses,  trademarks,  tradenames, approvals, authorizations, leases, contracts
and  Permits  necessary  to carry on the business as presently or proposed to be
conducted,  except  as  to  any  Subsidiary  as permitted in Section 9.7 hereto.
(b)     Neither  Borrower  nor  any  of  its  Subsidiaries shall change its name
unless  (i)  Agent  shall  have  received  not  less than thirty (30) days prior
written  notice  from  Borrower  of  such proposed change in its corporate name,
which  notice  shall  accurately set forth the new name; and (ii) promptly after
the  effective  date  of  such  name  change,  Agent shall receive a copy of the
amendment  to  the  Certificate  of Incorporation of Borrower or such Subsidiary
providing  for  the  name  change  certified  by  the  Secretary of State of the
jurisdiction  of incorporation or organization of Borrower or such Subsidiary as
soon  as  it  is  available.
(c)     Neither  Borrower  nor  any  of  its Subsidiaries shall change its chief
executive  office or its mailing address or organizational identification number
(or  if  it  does  not  have one, shall not acquire one) unless Agent shall have
received  not  less than thirty (30) days' prior written notice from Borrower of
such proposed change, and Agent shall have received such agreements as Agent may
reasonably  require  in connection therewith to establish, preserve and maintain
the  perfection  and  priority  of  its  security  interests  in the Collateral.
Neither  Borrower  nor  any  Guarantor  shall  change  its type of organization,
jurisdiction  of  organization  or  other  legal  structure.
     9.2     New  Collateral  Locations
     .  Borrower  and  each Subsidiary may only locate any Collateral at any new
location  within  the  continental  United  States  provided  Borrower  or  such
Subsidiary (a) gives Agent thirty (30) days prior written notice of the intended
opening  of any such new location and (b) executes and delivers, or causes to be
executed  and delivered, to Agent such agreements, documents, and instruments as
Agent  may  deem  reasonably  necessary  or desirable to establish, preserve and
maintain  the  perfection  and  priority  of  its  security  interests  in  the
Collateral.
     9.3     Compliance  with  Laws,  Regulations,  Etc.
     (a)     Borrower and each Guarantor shall, and shall cause its Subsidiaries
to,  at  all  times,  comply  in all respects with all laws, rules, regulations,
licenses,  approvals, orders and other Permits applicable to it and duly observe
all requirements of any foreign, Federal, State or local Governmental Authority,
including  ERISA,  the  Code, the Occupational Safety and Health Act of 1970, as
amended,  the  Fair  Labor  Standards Act of 1938, as amended, and all statutes,
rules,  regulations,  orders, permits and stipulations relating to environmental
pollution  and  employee  health  and safety, including all of the Environmental
Laws, in each case except to the extent that the same could not, individually or
in  the  aggregate,  reasonably  be  expected to have a Material Adverse Effect.
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(b)     Borrower  and each Guarantor shall, and shall cause its Subsidiaries to,
give  written  notice  to  Agent  promptly  after Borrower's or such Guarantor's
receipt  of any notice of, or Borrower's or such Guarantor's otherwise obtaining
knowledge  of,  (i)  the occurrence of any event involving the release, spill or
discharge,  threatened  or  actual,  of  any  Hazardous  Material  or  (ii)  any
investigation,  proceeding,  complaint,  order,  directive,  claims, citation or
notice  with  respect  to:  (A)  any  non-compliance  with  or  violation of any
Environmental  Law  by  Borrower  or such Guarantor or (B) the release, spill or
discharge,  threatened  or  actual,  of any Hazardous Material other than in the
ordinary course of business, as permitted under any applicable Environmental Law
or  to  the  extent that such event could not, individually or in the aggregate,
reasonably  be  expected  to  have  a  Material  Adverse  Effect.  Copies of all
environmental  surveys,  audits, assessments, feasibility studies and results of
remedial  investigations  conducted  by  Borrower  or a Guarantor after the date
hereof  shall  be  promptly furnished, or caused to be furnished, by Borrower or
Guarantors  to  Agent.  Borrower  and each Guarantor shall take prompt action to
respond  to  any material non-compliance with any Environmental Laws of which it
has  knowledge  and  shall  thereafter  report  to  Agent  on  such  response.
(c)     Without  limiting  the  generality  of  the  foregoing,  whenever  Agent
reasonably  determines  in  good faith that there is material non-compliance, or
any condition which requires any action by Borrower or any Guarantor in order to
avoid  any  material non-compliance, with any Environmental Law, Borrower shall,
at  Agent's  request  and  Borrower's  expense:  (i)  cause  an  independent
environmental  engineer  reasonably acceptable to Agent to conduct such tests of
the  site  where material non-compliance or alleged material non-compliance with
such  Environmental  Laws  has  occurred  as to such material non-compliance and
prepare and deliver to Agent a report as to such material non-compliance setting
forth  the  results  of  such  tests,  a  proposed  plan  for  responding to any
environmental  problems  described therein, and an estimate of the costs thereof
and  (ii)  provide  to Agent a supplemental report of such engineer whenever the
scope  of  such  material  non-compliance,  or  Borrower's  or  such Guarantor's
response  thereto  or  the estimated costs thereof, shall change in any material
respect.
(d)     Borrower  and each Guarantor shall, jointly and severally, indemnify and
hold  harmless  Agent  and  Lenders  and  their  respective directors, officers,
employees,  agents,  invitees, representatives, successors and assigns, from and
against  any  and  all losses, claims, damages, liabilities, costs, and expenses
(including  reasonable  attorneys'  fees  and  expenses)  directly or indirectly
arising  out  of  or  attributable  to  the  use,  generation,  manufacture,
reproduction,  storage,  release, threatened release, spill, discharge, disposal
or  presence  of  a  Hazardous Material in violation of applicable Environmental
Laws,  including the costs of any required or necessary repair, cleanup or other
remedial  work with respect to any property of Borrower or any Guarantor and the
preparation and implementation of any closure, remedial or other required plans.
The  indemnifications  in  this  Section  9.3  shall  survive the payment of the
Obligations  and  the  termination  of  this  Agreement.
     9.4     Payment  of  Taxes  and  Claims
     .  Borrower  and each Guarantor shall, and shall cause its Subsidiaries to,
duly  pay  and  discharge  all  material  taxes,  assessments, contributions and
governmental  charges upon or against it or its properties or assets, except for
taxes  the  validity  of  which are being contested in good faith by appropriate
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proceedings diligently pursued and available to Borrower, such Guarantor or such
Subsidiary, as the case may be, and with respect to which adequate reserves have
been  set  aside  on its books.  Borrower and each Guarantor shall be liable for
any tax or penalties imposed on Agent or any Lender as a result of the financing
arrangements  provided  for  herein  and  Borrower  and each Guarantor agrees to
indemnify and hold Agent harmless with respect to the foregoing, and to repay to
Agent,  for the benefit of Lenders, on demand the amount thereof, and until paid
by  Borrower or such Guarantor such amount shall be added and deemed part of the
Loans,  provided,  that,  nothing contained herein shall be construed to require
Borrower  or  any Guarantor to pay any income or franchise taxes attributable to
the income of Lenders from any amounts charged or paid hereunder to Lenders. The
foregoing  indemnity  shall  survive  the  payment  of  the  Obligations and the
termination  of  this  Agreement.
     9.5     Insurance
     .  Borrower  and each Guarantor shall, and shall cause its Subsidiaries to,
at  all  times, maintain with financially sound and reputable insurers insurance
with respect to the Collateral against loss or damage and all other insurance of
the  kinds  and  in  the  amounts  customarily  insured  against  or  carried by
corporations  engaged  in the same or similar businesses and similarly situated.
Said policies of insurance shall be reasonably satisfactory to Agent as to form,
amount  and  insurer.  Borrower  and  Guarantors  shall  furnish  certificates,
policies  or endorsements to Agent as Agent shall reasonably require as proof of
such  insurance,  and,  if  Borrower  or  any Guarantor fails to do so, Agent is
authorized,  but  not  required,  to  obtain  such  insurance  at the expense of
Borrower.  All  policies shall provide for the insurer thereunder to endeavor to
give at least thirty (30) days prior written notice to Agent of any cancellation
or  reduction  of coverage and that at any time an Event of Default has occurred
and  is continuing, Agent may act as attorney for Borrower and each Guarantor in
obtaining,  adjusting,  settling,  amending,  canceling  and  replacing  such
insurance.  Borrower  and  Guarantors  shall  cause  Agent to be named as a loss
payee  and  an  additional  insured (but without any liability for any premiums)
under  such  insurance  policies  and  Borrower  and any Guarantors shall obtain
non-contributory lender's loss payable endorsements to all insurance policies in
form and substance reasonably satisfactory to Agent.  Such lender's loss payable
endorsements  shall specify that the proceeds of such insurance shall be payable
to  Agent as its interests may appear and further specify that Agent and Lenders
shall be paid regardless of any act or omission by Borrower, Guarantor or any of
its  or their Affiliates.  Notwithstanding the foregoing, such proceeds shall be
deposited  in  a  bank account subject to a Deposit Account Control Agreement if
Borrower  requests  such proceeds and delivers a certificate to Agent confirming
Borrower's  intention  to  use  such  Net  Proceeds  in  accordance  with  the
requirements of the following sentence.  The Net Proceeds of any insurance up to
$5,000,000  in  any  Fiscal  Year  may  be  used by Borrower or any Guarantor to
repair,  restore  or  replace  property that was damaged, destroyed or otherwise
rendered  not  reasonably  useful by any casualty event; provided, that (a) such
                                                         --------
Net  Proceeds  are  reinvested  within  one hundred eighty (180) days of receipt
thereof,  (b)  Excess  Availability at the time of such reinvestment is at least
$7,500,000,  (c)  no Event of Default has occurred and is continuing at the time
of  receipt  of  such Net Proceeds and at the time of reinvestment and (d) until
such  reinvestment,  all  Net  Proceeds  from  insurance shall be held in a bank
account subject to a Deposit Account Control Agreement.  If any of the foregoing
conditions  set  forth  in  clauses (a)-(d) are not satisfied or Borrower or any
Guarantor notifies Agent that it does not intend to make such reinvestment or to
the  extent  that  such  Net  Proceeds  in  any Fiscal Year are in excess of the
$5,000,000  threshold  for  such  Fiscal  Year,  Agent may apply such excess Net
Proceeds  to  payment of the Obligations, whether or not then due, in accordance
with  Section  6.4.
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     9.6     Financial  Statements  and  Other  Information.
     (a)     Borrower and each Guarantor shall, and shall cause its Subsidiaries
to,  keep  proper  books and records in which true and complete entries shall be
made of all dealings or transactions of or in relation to the Collateral and the
business  of  Borrower,  such  Guarantor  and such Subsidiary in accordance with
GAAP.  Borrower  and  Guarantors shall promptly furnish to Agent and Lenders all
such  financial and other information as Agent shall reasonably request relating
to  the  Collateral  and  the  assets,  business  and operations of Borrower and
Guarantors  to the extent such information can be produced without undue expense
or  burden to Borrower.  Without limiting the foregoing, Borrower and Guarantors
shall  furnish  or  cause  to  be  furnished to Agent, the following: (i) within
thirty  (30)  days  after the end of each of the first two Fiscal Months of each
Fiscal  Quarter  commencing  with the Fiscal Month ending July 31, 2005, monthly
unaudited  consolidated  financial  statements,  and  unaudited  consolidating
financial  statements  (including  in  each  case  balance sheets, statements of
income and loss, statements of cash flow (which cash flow statements may be on a
consolidated  basis), and statements of shareholders' equity), all in reasonable
detail,  fairly  presenting  the  financial  position  and  the  results  of the
operations  of  Borrower  and its Subsidiaries as of the end of and through such
Fiscal  Month,  certified  to  be  correct  by  the  chief  financial officer of
Borrower,  subject  to  normal  year-end  adjustments  and  no  footnotes  and
accompanied  by  a compliance certificate substantially in the form of Exhibit C
hereto,  along with a schedule in a form reasonably satisfactory to Agent of the
calculations  used in determining, as of the end of such month, whether Borrower
and  Guarantors  are in compliance with the covenant set forth in Sections, 9.22
of this Agreement for such month, (ii) within forty-five (45) days after the end
of  each  Fiscal Quarter commencing with the Fiscal Quarter ending June 30, 2005
(which  Fiscal Quarter shall be deemed to have commenced on the Closing Date and
to  have  ended  on  June  30, 2005), quarterly unaudited consolidated financial
statements,  and unaudited consolidating financial statements (including in each
case  balance  sheets,  statements  of  income and loss, statements of cash flow
(which  cash  flow statements may be on a consolidated basis), and statements of
shareholders' equity), all in reasonable detail, fairly presenting the financial
position  and  the results of the operations of Borrower and its Subsidiaries as
of  the  end  of and through such Fiscal Quarter, certified to be correct by the
chief  financial officer of Borrower, subject to normal year-end adjustments and
the  absence  of  footnotes  and  accompanied  by  a  compliance  certificate
substantially  in  the form of Exhibit C hereto, along with a schedule in a form
reasonably  satisfactory to Agent of the calculations used in determining, as of
the  end  of  the  last  month  in  such  Fiscal  Quarter,  whether Borrower and
Guarantors are in compliance with the covenant set forth in Section 9.22 of this
Agreement for such month and (iii) within ninety (90) days after the end of each
Fiscal  Year,  audited  consolidated  financial  statements  and  unaudited
consolidating  financial  statements of Borrower and its Subsidiaries (including
in  each  case balance sheets, statements of income and loss, statements of cash
flow,  and  statements  of  shareholders'  equity),  and  the accompanying notes
thereto,  all in reasonable detail, fairly presenting the financial position and
the  results of the operations of Borrower and its Subsidiaries as of the end of
and  for  such  Fiscal  Year (provided, that the Fiscal Year ending December 31,
2005  shall be deemed to have commenced on the Closing Date and to have ended on
December  31,  2005),  together  with  the  unqualified  opinion  of independent
certified  public accountants with respect to the audited consolidated financial
statements,  which  accountants shall be an independent accounting firm selected
by  Borrower  and reasonably acceptable to Agent, that such audited consolidated
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financial  statements  have  been  prepared in accordance with GAAP, and present
fairly  the  results  of  operations and financial condition of Borrower and its
Subsidiaries  as  of  the  end  of  and  for  the  Fiscal  Year  then  ended.
(b)     Borrower  and  Guarantors  shall promptly notify Agent in writing of the
details  of  (i)  any  loss,  damage, investigation, action, suit, proceeding or
claim  relating  to  Collateral having a value of more than $2,500,000, (ii) any
material  amendment  or  waiver  to  the  Indenture (in which event Borrower and
Guarantors  shall  provide Agent with a copy of such amendment or waiver), (iii)
any  order,  judgment  or  decree  in  excess of $2,500,000 that becomes entered
against  Borrower  or any Guarantor or any of its or their properties or assets,
(iv) any notification of a material violation of laws or regulations received by
Borrower  or  any  Guarantor  in  writing,  (v)  any  ERISA  Event, and (vi) the
occurrence  of  any  Default  or  Event  of  Default.
(c)     Borrower  and  Guarantors  shall  promptly  after  the sending or filing
thereof  furnish  or  cause to be furnished to Agent copies of all reports which
Borrower  or any Guarantor sends to its stockholders generally and copies of all
reports  and  registration statements which Borrower or any Guarantor files with
the  Securities and Exchange Commission, any national securities exchange or the
National  Association  of  Securities  Dealers,  Inc.
(d)     Borrower  and Guarantors shall furnish or cause to be furnished to Agent
such  budgets,  forecasts,  projections  and  other  information  respecting the
Collateral  and the business of Borrower and Guarantors, as Agent may, from time
to time, reasonably request (including, without limitation, an annually prepared
monthly  budget  within  thirty (30) days of the start of Borrower's Fiscal Year
indicating  line  items  for  budgeted  Borrowing  Base  levels  and  credit
utilization).  Agent  is  hereby  authorized  to deliver a copy of any financial
statement  or  any  other  information  relating to the business of Borrower and
Guarantors  to  any  court  or  other  Governmental  Authority to which Agent is
legally  required  to  deliver  the  same  or  to  any  Lender or Participant or
prospective Lender or Participant or any Affiliate of any Lender or Participant,
in each case, with respect to any Participant, prospective Lender or prospective
Participant or any of their Affiliates, who agrees to keep the same confidential
on  the  same  terms  and conditions as set forth in Section 13.9.  Borrower and
each  Guarantor  hereby  irrevocably  authorizes  and directs all accountants or
auditors  to  deliver  to  Agent, at Borrower's expense, copies of the financial
statements  of  Borrower  and  Guarantors  and any reports or management letters
prepared in writing by such accountants or auditors on behalf of Borrower or any
Guarantor and to disclose to Agent and Lenders such information as they may have
regarding  the business of Borrower and any Guarantor reasonably related to such
financial  statements,  reports or management letters as Agent may request.  Any
documents,  schedules, invoices or other papers delivered to Agent or any Lender
may  be  destroyed or otherwise disposed of by Agent or such Lender one (1) year
after  the  same  are  delivered  to  Agent  or such Lender, except as otherwise
designated  by  Borrower  to  Agent  or  such  Lender  in  writing.
(e)     Borrower shall furnish to Agent on the first Business Day of December of
each  Fiscal  Year (commencing on December 1, 2005) a revised Schedule 6 to this
Agreement  setting  forth  each  of  the  twelve  (12)  Fiscal  Months  for  the
immediately  following  Fiscal  Year  of  Borrower.
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     9.7     Sale  of  Assets,  Consolidation,  Merger,  Dissolution,  Etc
     .  Borrower  and  each Guarantor shall not, and shall not permit any of its
Subsidiaries  (other  than  Brazil)  to,  directly  or  indirectly,
     (a)     merge  into  or with or consolidate with any other Person or permit
any  other  Person to merge into or with or consolidate with it, except that (x)
any  wholly-owned  domestic  Subsidiary  of  Borrower may merge with and into or
consolidate with any other wholly-owned domestic Subsidiary of Borrower, and any
wholly-owned  Foreign  Subsidiary  of  Borrower  may  merge  with  and  into  or
consolidate  with  any other wholly-owned Foreign Subsidiary of Borrower and (y)
any  Subsidiary  formed  for the purpose of effectuating a Permitted Acquisition
may  merge  or  consolidate  with  a  Person acquired pursuant to such Permitted
Acquisition;  provided,  that,  in  each  case  above,  each  of  the  following
conditions  is  satisfied:  (i) Agent shall have received not less than ten (10)
Business  Days' prior written notice of the intention of such Subsidiaries to so
merge  or  consolidate,  which  notice  shall  set  forth  in  reasonable detail
reasonably satisfactory to Agent, the persons that are merging or consolidating,
which  person  will  be the surviving entity, the locations of the assets of the
persons  that  are  merging  or  consolidating,  and the material agreements and
documents  relating  to  such  merger  or  consolidation,  (ii) Agent shall have
received  such other information with respect to such merger or consolidation as
Agent  may  reasonably  request, (iii) as of the effective date of the merger or
consolidation  and  immediately after giving effect thereto, no Default or Event
of  Default  shall exist or have occurred, (iv) Agent shall have received, true,
correct  and  complete  copies  of  all  agreements,  documents  and instruments
relating  to  such  merger or consolidation then in effect or to be executed and
delivered  upon  the  consummation  thereof  (in  substantially  final  form),
including,  but  not limited to, the certificate or certificates of merger to be
filed  with  each  appropriate Secretary of State (with a copy as filed promptly
after  such  filing),  (v)  the  surviving  corporation shall expressly confirm,
ratify  and assume the Obligations and the Financing Agreements to which it is a
party  in  writing,  in form and substance reasonably satisfactory to Agent, and
(vi)  Borrower  and  Guarantors shall execute and deliver such other agreements,
documents  and  instruments  as  Agent  may  reasonably  request  in  connection
therewith;
(b)     sell,  assign,  lease,  transfer,  abandon  or  otherwise dispose of any
Capital  Stock  or  Indebtedness to any other Person or any of its assets to any
other  Person,  except  for
     (i)     sales  of  Inventory  in  the  ordinary  course  of  business,
(ii)     the sale or other dispositions of assets (excluding Eligible Inventory,
Eligible  Accounts  and  Capital  Stock  of  any  Subsidiary of Borrower) in the
ordinary  course  of business so long as (A) such sales or other dispositions do
not involve assets having an aggregate Fair Market Value in excess of $5,000,000
for  all  such assets disposed of in any Fiscal Year of Borrower or as Agent may
otherwise  agree,  (B)  to the extent such assets to be sold consist of Eligible
Equipment  or Eligible Real Property, Borrower provides Agent with prior written
notice  identifying  such  assets to be sold, (C) no Event of Default shall have
occurred and be continuing at the time of and immediately after giving effect to
any  such  sale or disposition, (D) the consideration received is at least equal
to  the  Fair  Market Value of such assets sold or otherwise disposed of and (E)
the  Net  Proceeds  from such sale or disposition are applied to reduce the then
outstanding  principal  balance  of  the Loans; provided, that in lieu of clause
                                                --------
(E),  Borrower  or  any  Guarantor  may  use  such  Net  Proceeds to reinvest in
productive  assets  of a kind then used or usable in the business of Borrower or
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such  Guarantor  so  long  as  (1) such Net Proceeds are reinvested within three
hundred  sixty-five  (365)  days of receipt thereof, (2) no Event of Default has
occurred  and  is continuing at the time of such reinvestment and (3) until such
reinvestment, all such Net Proceeds shall be held in a bank account subject to a
Deposit Account Control Agreement.  If any of the foregoing conditions set forth
in clauses (1)-(3) are not satisfied or Borrower or any Guarantor notifies Agent
that  it does not intend to make such reinvestment, then such Net Proceeds shall
be  applied  to  reduce  the  then  outstanding  principal balance of the Loans,
(iii)     the  issuance  and sale by Holdings of Capital Stock of Holdings after
the  date  hereof; provided, that, no Change of Control shall result immediately
after  giving  effect  to  such  issuance  of  Capital  Stock,
(iv)     the  sale  of  the  Capital  Stock  of Brazil; provided, that if Excess
                                                        --------
Availability is less than $7,500,000 at the time of, or immediately after giving
effect  to, such sale, the proceeds from such sale shall be applied to repay the
outstanding  amount  of  the  Loans  until  Excess  Availability  is $7,500,000.
     (c)     wind  up,  liquidate  or  dissolve except that any Guarantor (other
than  Holdings) may wind up, liquidate and dissolve, provided, that, each of the
following  conditions  is  satisfied;  (i)  the  winding  up,  liquidation  and
dissolution  of  such Guarantor shall not violate any law or any order or decree
of  any  court or other Governmental Authority in any material respect and shall
not conflict with or result in the breach of, or constitute a default under, any
indenture,  mortgage,  deed  of  trust,  or any other agreement or instrument to
which  Borrower  or  any Guarantor is a party or may be bound, (ii) such winding
up, liquidation or dissolution shall be done in accordance with the requirements
of  all  applicable laws and regulations,  (iii) effective upon such winding up,
liquidation  or  dissolution, all of the assets and properties of such Guarantor
shall  be  duly and validly transferred and assigned to Borrower, free and clear
of  any liens, restrictions or encumbrances other than the security interest and
liens of Agent (and Agent shall have received such evidence thereof as Agent may
reasonably  require)  and  Agent  shall have received such deeds, assignments or
other  agreements  as  Agent  may reasonably request to evidence and confirm the
transfer  of such assets to of such Guarantor to Borrower, (iv) Agent shall have
received  all  documents and agreements that Borrower or any Guarantor has filed
with  any Governmental Authority or as are otherwise required to effectuate such
winding  up,  liquidation or dissolution, (v) neither Borrower nor any Guarantor
shall  assume  any  Indebtedness, obligations or liabilities as a result of such
winding up, liquidation or dissolution, or otherwise become liable in respect of
any  obligations or liabilities of the entity that is winding up, liquidating or
dissolving, unless such Indebtedness is otherwise expressly permitted hereunder,
(vi)  Agent  shall  have  received  not  less  than ten (10) Business Days prior
written  notice  of  the  intention  of  such Guarantor to wind up, liquidate or
dissolve,  and  (vii)  as  of  the  date  of  such  winding  up,  liquidation or
dissolution  and immediately after giving effect thereto, no Default or Event of
Default  shall  exist  or  have  occurred;  or
(d)     agree to do any of the foregoing which are otherwise prohibited pursuant
to  Sections  9.7(a),  9.7(b)  or  9.7(c)  hereof.
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     9.8     Encumbrances
     .  Borrower  and  each Guarantor shall not, and shall not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any security interest,
mortgage,  pledge, lien, charge or other encumbrance of any nature whatsoever on
any  of  its  assets  or  properties,  including  the  Collateral,  except:
     (a)     the  security  interests  and  liens  of  Agent  for itself and the
benefit  of  Lenders;
(b)     liens  securing  the payment of taxes, assessments or other governmental
charges  or  levies  either  not  yet overdue or the validity of which are being
contested  in  good  faith  by  appropriate  proceedings  diligently pursued and
available to Borrower, such Guarantor or such Subsidiary, as the case may be and
with  respect  to  which  adequate  reserves  have  been set aside on its books;
(c)     non-consensual statutory liens (other than liens securing the payment of
taxes  as  provided  in  clause  (b)  above)  arising  in the ordinary course of
Borrower's,  such  Guarantor's  or such Subsidiary's business to the extent: (i)
such  liens  secure  Indebtedness which is not overdue or (ii) such liens secure
Indebtedness relating to claims or liabilities which are fully insured and being
defended  at  the  sole  cost and expense and at the sole risk of the insurer or
being  contested in good faith by appropriate proceedings diligently pursued and
available  to Borrower, such Guarantor or such Subsidiary, in each case prior to
the commencement of foreclosure or other similar proceedings and with respect to
which  adequate  reserves  have  been  set  aside  on  its  books;
(d)     zoning  restrictions,  easements,  licenses,  covenants  and  other
restrictions  affecting  the use of Real Property which (i) are disclosed in any
endorsement  to, commitment for or policy of title insurance issued to the Agent
as  of  the  Closing  Date  with  respect  to such Real Property, or (ii) do not
interfere in any material respect with the use of such Real Property or ordinary
conduct  of  the  business  of  Borrower,  such  Guarantor or such Subsidiary as
presently  conducted thereon or materially impair the value of the Real Property
which  may  be  subject  thereto;
(e)     purchase  money  security  interests  in  Equipment  (including  Capital
Leases)  and  purchase  money  mortgages on Real Property to secure Indebtedness
permitted  under  Section  9.9(b)  hereof;
(f)     pledges and deposits of cash by Borrower or any Guarantor after the date
hereof  in  the  ordinary  course  of  business  in  connection  with  workers'
compensation, unemployment insurance and other types of social security benefits
consistent  with  the  current practices of Borrower or such Guarantor as of the
date  hereof  or  as  otherwise  required  by  applicable  law;
(g)     pledges and deposits of cash by Borrower or any Guarantor after the date
hereof  to  secure  the  performance  of  tenders, bids, leases, trade contracts
(other  than for the repayment of Indebtedness), statutory obligations and other
similar  obligations, in each case in the ordinary course of business consistent
with  the current practices of Borrower or such Guarantor as of the date hereof;
                                       76
<PAGE>
provided,  that,  in connection with any performance bonds issued by a surety or
other person, the issuer of such bond shall have waived in writing any rights in
or  to, or other interest in, any of the Collateral in an agreement, in form and
substance  reasonably  satisfactory  to  Agent;
(h)     precautionary  UCC  financing  statement filings in respect of operating
leases  of  equipment  or other materials which are not owned by Borrower or any
Guarantor but are located on the premises of Borrower or such Guarantor (but not
in  connection  with, or as part of, the financing thereof) from time to time in
the  ordinary  course  of  business  and  consistent  with  current practices of
Borrower  or  such  Guarantor;
(i)     judgments  and  other  similar  liens  arising  in connection with court
proceedings that do not constitute an Event of Default, provided, that, (i) such
judgments  and  liens  are  being  contested  in  good  faith and by appropriate
proceedings  diligently  pursued,  (ii)  adequate  reserves or other appropriate
provision, if any, as are required by GAAP have been made therefor on Borrower's
or  the  applicable  Subsidiary's  books, (iii) such judgments and liens are not
then enforceable, whether by a stay of enforcement thereof or otherwise and (iv)
Agent  may  establish  an  appropriate  Reserve  with  respect  thereto;
(j)     the  security  interests  and  liens  set  forth  on Schedule 8.4 to the
Information  Certificate;
(k)     the  security  interests and liens on the assets of a Foreign Subsidiary
securing Indebtedness of such Foreign Subsidiary to the extent such Indebtedness
is  permitted  under  Section  9.9  hereof;  and
(l)     other  security  interests  and liens on assets with a Fair Market Value
not  to  exceed  $750,000;  provided,  that  Agent  has the right to implement a
                            --------
Reserve to the extent such liens and security interests are on Collateral in the
Borrowing  Base  or  otherwise  adversely  affect  such  Collateral.
     9.9     Indebtedness
     .  Borrower  and  each Guarantor shall not, and shall not permit any of its
Subsidiaries  to,  incur, create, assume, become or be liable in any manner with
respect to, or permit to exist, any Indebtedness, or guarantee, assume, endorse,
or  otherwise become responsible for (directly or indirectly), the Indebtedness,
performance,  obligations  or  dividends  of  any  other  Person,  except:
                                                                   ------
     (a)     the  Obligations;
(b)     purchase  money  Indebtedness  (including  Capital  Leases but excluding
operating  leases)  arising  after  the  date  hereof  to  the extent secured by
purchase  money  security  interests in Equipment (including Capital Leases) and
purchase  money  mortgages  on  Real  Property  not  to exceed $5,000,000 in the
aggregate  at  any  time  outstanding  so  long  as  such security interests and
mortgages  do  not  apply  to  any  property of Borrower, such Guarantor or such
Subsidiary  other  than  the  Equipment  or  Real  Property so acquired, and the
Indebtedness  secured  thereby does not exceed the cost of the Equipment or Real
Property  so  acquired,  as  the  case  may  be;
                                       77
<PAGE>
(c)     guarantees  by Borrower or any Guarantor of the Obligations of the other
Borrower  or  such  Guarantors  in  favor  of  Agent for the benefit of Lenders;
(d)     the  Indebtedness  of  Borrower  or  any  Guarantor  or  any  of  their
Subsidiaries  arising after the date hereof pursuant to loans by Borrower or any
Guarantor  permitted  under  Sections  9.10(g),  (h)  and  (n)  hereof;
(e)     unsecured  Indebtedness of Borrower arising after the date hereof to any
third  person (but not to Borrower or any other Guarantor), provided, that, each
of  the  following  conditions  is  satisfied  as  determined by Agent: (i) such
Indebtedness  shall  be on terms and conditions acceptable to Agent and Required
Lenders  shall  be  subject  and subordinate in right of payment to the right of
Agent  and  Lenders  to  receive  the  prior  indefeasible payment of all of the
Obligations  pursuant  to  the terms of an intercreditor agreement between Agent
and  such  third  party, in form and substance satisfactory to Agent, (ii) Agent
shall  have  received  not  less  than ten (10) days prior written notice of the
intention of Borrower or such Guarantor to incur such Indebtedness, which notice
shall set forth in reasonable detail reasonably satisfactory to Agent the amount
of  such  Indebtedness,  the person or persons to whom such Indebtedness will be
owed,  the  interest  rate,  the  schedule  of repayments and maturity date with
respect  thereto and such other information as Agent may reasonably request with
respect  thereto,  (iii)  Agent  shall  have received true, correct and complete
copies  of  all  agreements,  documents  and instruments evidencing or otherwise
related  to  such  Indebtedness, (iv) the proceeds of such Indebtedness shall be
used  for general corporate purposes not prohibited by this Agreement; provided,
that  if  an  Event  of  Default has occurred and is continuing at the time such
Indebtedness  is  issued,  the  proceeds  thereof  shall  be applied against the
Obligations,  in  accordance  with  Section 6.4, (v) as of the date of incurring
such  Indebtedness  and  immediately  after giving effect thereto, no Default or
Event  of  Default  shall  exist,  (vi)  Borrower  and such Guarantor shall not,
directly  or  indirectly,  (A)  amend, modify, alter or change the terms of such
Indebtedness  or  any  agreement, document or instrument related thereto, except
that Borrower or such Guarantor may, after prior written notice to Agent, amend,
modify,  alter or change the terms thereof so as to extend the maturity thereof,
or  defer the timing of any payments in respect thereof, or to forgive or cancel
any  portion  of such Indebtedness (other than pursuant to payments thereof), or
to  reduce the interest rate or any fees in connection therewith, or (B) redeem,
retire,  defease,  purchase  or  otherwise  acquire  such  Indebtedness  (except
pursuant  to  regularly  scheduled  payments  permitted herein), or set aside or
otherwise  deposit  or  invest any sums for such purpose, and (vii) Borrower and
Guarantors shall furnish to Agent all notices or demands in connection with such
Indebtedness  either  received  by  Borrower  or  any Guarantor or on its behalf
promptly  after  the receipt thereof, or sent by Borrower or any Guarantor or on
its  behalf  concurrently  with  the  sending  thereof,  as  the  case  may  be;
(f)     the  Indebtedness  set  forth  on  Schedule  9.9  to  the  Information
Certificate  (including,  without limitation, Indebtedness under the Indenture);
provided,  that,  (i)  Borrower and Guarantors may only make regularly scheduled
payments of principal and interest in respect of such Indebtedness in accordance
with  the terms of the agreement or instrument evidencing or giving rise to such
Indebtedness  as  in effect on the date hereof; provided, that Borrower may make
Permitted Bond Repurchases in accordance with Section 9.23 hereof, (ii) Borrower
and  Guarantors  shall  not, directly or indirectly, (A) amend, modify, alter or
                                       78
<PAGE>
change  the  terms of such Indebtedness or any agreement, document or instrument
related  thereto  as  in  effect on the date hereof if materially adverse to the
interests  of  Agent and Lenders, except that Borrower and Guarantors may, after
prior  written notice to Agent, amend, modify, alter or change the terms thereof
so  as  to  extend  the maturity thereof, or defer the timing of any payments in
respect thereof, or to forgive or cancel any portion of such Indebtedness (other
than  pursuant  to payments thereof), or to reduce the interest rate or any fees
in  connection therewith or to increase the principal amount under the Indenture
so long as after giving effect to such increase, the Fixed Charge Coverage Ratio
would  be  at  least  1.0:1.0 for the prior 12 month period then ending on a pro
forma  basis  immediately after giving effect to such increase in such principal
amount  for  such  12  month period, or (B) redeem, retire, defease, purchase or
otherwise acquire such Indebtedness (other than Permitted Bond Repurchases under
Section  9.23),  and  (iii)  Borrower  and Guarantors shall furnish to Agent all
notices  or  demands  in  connection  with  such Indebtedness either received by
Borrower  or any Guarantor or on its behalf, promptly after the receipt thereof,
or  sent  by  Borrower  or any Guarantor or on its behalf, concurrently with the
sending  thereof,  as  the  case  may  be;
(g)     [Intentionally  Omitted]
(h)     Indebtedness  incurred  after the date hereof by a Foreign Subsidiary to
any  Person  (other  than  to Holdings, Borrower or any Subsidiary of Borrower);
provided,  that,  (i)  at  the time of incurring such Indebtedness, such Foreign
   -----   ----
Subsidiary  is  not  a Guarantor with respect to the Exim Revolving Loans and is
not  otherwise  subject  to  the Exim Guarantee Documents, (ii) recourse for any
such  Indebtedness  shall only be against such Foreign Subsidiary and its assets
and  the  terms and conditions of such Indebtedness shall not restrict or in any
manner affect the obligations of Borrower and the Guarantors under the Financing
Agreements,  (iii)  at  the  time  and  immediately  after giving effect to such
incurrence  of  Indebtedness,  no  Event  of  Default shall have occurred and be
continuing,  and  (iv)  the  aggregate  amount  of such Indebtedness that may be
outstanding  at  any  time to all Foreign Subsidiaries (other than Brazil) shall
not  exceed  $7,500,000;  and
(i)     any  other  unsecured  Indebtedness  not  to  exceed  $10,000,000 in the
aggregate  at any time outstanding; provided that at the time of and immediately
                                    --------
after giving effect to such incurrence of Indebtedness no Event of Default shall
have  occurred  and  be  continuing.
     9.10     Loans,  Investments,  Etc
     .  Borrower  and  each  Guarantor  shall  not,  and  shall  not  permit its
Subsidiaries  to,  directly  or  indirectly,  make  any  loans  or advance money
(including  trade  credit  outstanding to any Foreign Subsidiary) or property to
any  person,  or  invest  in (by capital contribution, dividend or otherwise) or
purchase or repurchase the Capital Stock or Indebtedness or all or a substantial
part  of  the  assets  or  property  of  any  person,  or  form  or  acquire any
Subsidiaries,  or  agree  to  do  any  of  the  foregoing,  except:
     (a)     the  endorsement  of  instruments  for collection or deposit in the
ordinary  course  of  business;
(b)     investments  in  cash  or Cash Equivalents, provided, that the terms and
conditions  of  Section 5.2 hereof shall have been satisfied with respect to the
deposit  account, investment account or other account in which such cash or Cash
Equivalents  are  held;
                                       79
<PAGE>
(c)     (i) the existing equity investments of Borrower and each Guarantor as of
the  date hereof in its Subsidiaries, (ii) equity contributions made by Holdings
to Borrower, whether in the form of the purchase of Capital Stock of Borrower or
otherwise,  (iii) equity contributions made after the date hereof by Borrower in
a Guarantor (other than Holdings and any Foreign Subsidiaries) so long as (A) as
of  the  date  of  any  such  contribution  and  immediately after giving effect
thereto,  Excess  Availability  shall not be less than $7,500,000, (B) as of the
date  of  any  such contribution and immediately after giving effect thereto, no
Event  of  Default  shall  have occurred and be continuing and Borrower shall be
Solvent  and  (C)  the aggregate amount of such equity contributions made do not
exceed  $7,500,000  during  the  term  of  this  Agreement  less  the  amount of
intercompany  loans  made  under  Section  9.10(g)(iii),  and  (iv)  equity
contributions  made  after the date hereof by Borrower or a Guarantor in (A) any
Foreign Subsidiary (other than Brazil) so long as (1) as of the date of any such
contribution  and  immediately  after giving effect thereto, Excess Availability
shall  not  be less than $7,500,000, (2) as of the date of any such contribution
and  immediately  after  giving  effect  thereto, no Event of Default shall have
occurred  and be continuing and Borrower or such Guarantor shall be Solvent, (3)
the  aggregate  amount  of  such  equity  contributions  made  to  such  Foreign
Subsidiaries (excluding Brazil) do not exceed $7,500,000 during the term of this
Agreement  less  the  amount of intercompany loans made under Section 9.10(h) to
such Foreign Subsidiaries (excluding Brazil) and (B) Brazil so long as (1) as of
the  date  of any such contribution and immediately after giving effect thereto,
no  Event  of Default shall have occurred and be continuing and Borrower or such
Guarantor shall be Solvent, (2) if Excess Availability is at least $7,500,000 at
the time of and immediately after giving effect to such equity contribution, the
aggregate amount of equity contributions that may be made to Brazil at such time
shall  not  exceed  $7,500,000,  (3)  if  Excess  Availability  is  at less than
$7,500,000  at  the  time  of and immediately after giving effect to such equity
contribution,  the  aggregate amount of equity contributions that may be made to
Brazil  at  such  time shall not exceed $1,000,000 and (4) in no event shall the
aggregate  amount  of  equity  contributions  made  to Brazil under this Section
9.10(c)  plus the aggregate amount of loans made to Brazil under Section 9.10(h)
         ----
exceed  $7,500,000.
(d)     loans and advances by Borrower or any Guarantor to employees of Borrower
or  such  Guarantor  not  to  exceed  the  principal amount of $1,000,000 in the
aggregate at any time outstanding for: (i) reasonably and necessary work-related
travel  or  other  ordinary business expenses to be incurred by such employee in
connection  with  their  work for Borrower or such Guarantor and (ii) reasonable
and  necessary  relocation  expenses  of such employees (including home mortgage
financing  for  relocated  employees);
(e)     stock  or  obligations issued to Borrower or any Guarantor by any Person
(or the representative of such Person) in respect of Indebtedness of such Person
owing  to  Borrower  or  such  Guarantor  in  connection  with  the  insolvency,
bankruptcy,  receivership  or  reorganization of such Person or a composition or
readjustment  of  the  debts of such Person; provided, that, the original of any
such stock or instrument evidencing such obligations shall be promptly delivered
to  Agent,  upon  Agent's  request,  together  with such stock power, collateral
assignment  or  endorsement  in blank by Borrower or such Guarantor as Agent may
reasonably  request;
(f)     obligations of account debtors to Borrower or any Guarantor arising from
Accounts  which  are  past  due  evidenced by a promissory note made by or other
                                       80
<PAGE>
written  agreement  from  such  account  debtor  payable  to  Borrower  or  such
Guarantor; provided, that, promptly upon the receipt of the original of any such
promissory  note  by  Borrower  or such Guarantor, such promissory note shall be
collaterally  assigned  to the Agent, endorsed to the order of Agent by Borrower
or  such  Guarantor  and  promptly  delivered  to  Agent  as  so  endorsed;
(g)     loans  by  Borrower  or any Guarantor to Borrower or any other Guarantor
after  the  date  hereof,  provided,  that,
     (i)     as  to all of such loans, (A) within thirty (30) days after the end
of  each  Fiscal  Month,  Borrower  shall  provide to Agent a report in form and
substance  reasonably  satisfactory  to  Agent of the outstanding amount of such
loans  as  of the last day of the immediately preceding month and indicating any
loans made and payments received during the immediately preceding month, (B) the
Indebtedness  arising  pursuant  to  any  such  loan shall not be evidenced by a
promissory  note or other instrument, unless the single original of such note or
other instrument is promptly delivered to Agent upon its request to hold as part
of  the  Collateral,  with  such endorsement and/or collateral assignment by the
payee  of  such note or other instrument as Agent may reasonably require, (C) as
of  the  date of any such loan (except for loans deemed made pursuant to Section
6.3(d)  hereof)  and  immediately  after  giving effect thereto, Borrower or any
Guarantor  making such loan shall be Solvent, and (D) as of the date of any such
loan  (except  for  loans  deemed  made  pursuant  to Section 6.3(d) hereof) and
immediately  after  giving  effect thereto, no Default or Event of Default shall
have  occurred  and  be  continuing,
(ii)     as  to  loans  by a Guarantor to Borrower, (A) the Indebtedness arising
pursuant  to  such loan shall be subject to, and subordinate in right of payment
to,  the  right  of  Agent  and  Lenders  to receive the prior final payment and
satisfaction  in  full  of  all  of  the  Obligations  on  terms  and conditions
acceptable  to  Agent,  (B)  promptly  upon  Agent's  request,  Agent shall have
received a subordination agreement, in form and substance satisfactory to Agent,
providing  for  the  terms  of  the  subordination  in  right of payment of such
Indebtedness  of Borrower to the prior final payment and satisfaction in full of
all  of  the  Obligations,  duly  authorized,  executed  and  delivered  by such
Guarantor and Borrower, and (C) Borrower shall not, directly or indirectly make,
or  be  required  to make, any payments in respect of such Indebtedness prior to
the  end  of  the  then  current  term  of  this  Agreement;
(iii)     as  to  loans  by  a  Borrower  to a Guarantor (other than any Foreign
Subsidiaries),  as  of  the  date  of any such loan and immediately after giving
effect  thereto,  (A)  Excess Availability shall be not less than $7,500,000 and
(B)  the  aggregate  amount  of loans made to Guarantors (other than any Foreign
Subsidiaries) which are outstanding at any time shall not exceed $7,500,000 less
the  amount  of  equity  contributions  made  pursuant  to Section 9.10(c)(iii);
     (h)     loans  by  Borrower or a Guarantor after the date hereof to (i) any
Foreign Subsidiary (other than Brazil); provided, that, (A) as to any such loan,
                                        --------  ----
Borrower  or such Guarantor complies with all the conditions set forth in clause
(g)(i)  of  this  Section  9.10,  (B)  Excess Availability shall be no less than
$7,500,000  upon  giving  effect  to  such loan, and (C) the aggregate amount of
loans made to such Foreign Subsidiaries (excluding Brazil) which are outstanding
at  any time shall not exceed $7,500,000 less the amount of equity contributions
made  pursuant  to Section 9.10(c)(iv)(A) or (ii) Brazil; provided, that, (A) as
                                                          --------
to  any  such  loan, Borrower or such Guarantor complies with all the conditions
set  forth  in clause (g)(i) of this Section 9.10, (B) if Excess Availability is
at  least  $7,500,000  at the time of and immediately after giving effect to any
such  loan, the aggregate amount of loans that may be advanced to Brazil at such
                                       81
<PAGE>
time  shall  not  exceed  $7,500,000, (C) if Excess Availability is at less than
$7,500,000 at the time and immediately after giving effect to any such loan, the
aggregate  amount of loans that may be advanced to Brazil at such time shall not
exceed  $1,000,000  and (D) in no event shall the aggregate amount of loans made
to  Brazil  under  this Section 9.10(h) plus equity contributions made to Brazil
                                        ----
under  Section  9.10(c)(iv)(B)  exceed  $7,500,000;
(i)     the  loans  and  advances  set forth on Schedule 9.10 to the Information
Certificate;  provided,  that,  as  to  such  loans  and  advances, Borrower and
              --------   ----
Guarantors shall not, directly or indirectly, amend, modify, alter or change the
terms  of  such  loans  and  advances  or  any agreement, document or instrument
related thereto in a manner materially adverse to Agent and Lenders and Borrower
and  Guarantors shall furnish to Agent all notices or demands in connection with
such  loans  and advances either received by Borrower or any Guarantor or on its
behalf, promptly after the receipt thereof, or sent by Borrower or any Guarantor
or  on  its  behalf,  concurrently with the sending thereof, as the case may be;
(j)     the making of Permitted Bond Repurchases in accordance with Section 9.23
hereof;
(k)     intercompany  advances  which  consist  of  the  deferred  and/or unpaid
balance  of  the  purchase price of goods, materials and/or services provided by
Borrower  to any Foreign Subsidiary; provided, that the aggregate amount of such
                                     --------
advances does not exceed $7,500,000 outstanding at any time in the aggregate for
all  Foreign  Subsidiaries;
(l)     Borrower  and its Subsidiaries may form new Subsidiaries for the purpose
of  consummating  an Acquisition pursuant to clause (m) below; provided that (i)
prior  to the consummation of such Acquisition, such Subsidiary shall not engage
in  any  business  activities,  maintain any assets or incur any liabilities and
(ii) such Subsidiary shall have complied with all the requirements of clause (D)
in  Section  9.10(m)  below;
(m)     Borrower  or  a Subsidiary of Borrower may make an Acquisition of assets
or  an  Acquisition of a Person (the "Target") to be designated as a Subsidiary;
provided,  that,  at the time of making such Acquisition (A) Excess Availability
 -------   ----
is,  and will be immediately after giving effect to such Acquisition, $7,500,000
and  no  Default  or  Event  of Default exists or would exist at the time of and
immediately  after giving effect to such Acquisition, (B) Agent received, twenty
(20)  days prior to the day such Acquisition is to be made, a certificate signed
by  an  authorized  officer of Borrower describing the Acquisition and attaching
all  applicable  purchase  agreements  in  substantially final form, lien search
results  and  recent  year  end audited and interim financial statements for the
Target,  (C)  if  Borrower  intends for the acquired assets (whether through the
Acquisition  of a Person or through the Acquisition of assets) to be included in
the  Borrowing  Base  (whether  through  a  subsequent  merger, consolidation or
otherwise), then Agent must provide prior written approval (which approval shall
be  based  on,  among  other  things,  satisfactory  results  of  such  field
examinations,  audits,  appraisals  and  other  due  diligence  as  Agent  shall
reasonably  require); provided, that, up to $1,000,000 in Accounts and Inventory
                      --------
in  connection  with  a  Permitted  Acquisition of assets may be included in the
                                       82
<PAGE>
Borrowing  Base  at  the election of Borrower but only to the extent such assets
satisfy  the  definitions  of  Eligible  Accounts  and  Eligible  Inventory, (D)
Borrower  shall  cause  such  Subsidiary  (and  any  other applicable Person) to
execute  such  joinder  agreements  to  the  Financing  Agreements,  and  such
guarantees,  security agreements, pledge agreements and other documents as Agent
shall  reasonably  require,  in  each  case  in  form  and  substance reasonably
satisfactory  to  Agent,  to  further guaranty and secure the Obligations with a
first  lien  security  interest  on  all  acquired  assets,  (E)  such Permitted
Acquisition  shall  only  involve  assets  located  in  the  United  States  and
comprising  a business, or those assets of a business, of the type or consistent
with or complimentary to the type engaged in by Borrower or such Subsidiary, and
which  business  would  not  subject  Agent or any Lender to regulatory or third
party approvals in connection with the exercise of its rights and remedies under
this  Loan  and  Security Agreement or any other Financing Agreements other than
approvals applicable to the exercise of such rights and remedies with respect to
Borrower prior to such Permitted Acquisition, (F) the sum of all amounts payable
in  connection  with all Permitted Acquisitions (including all transaction costs
and all Indebtedness, liabilities and contingent obligations incurred or assumed
in  connection  therewith or otherwise reflected on a consolidated balance sheet
of Borrower and Target) shall not exceed $15,000,000 in the aggregate during the
term of this Agreement, (G) the Target shall not have incurred an operating loss
for  the  trailing  twelve-month  period  preceding  the  date  of the Permitted
Acquisition,  as determined based upon the Target's financial statements for its
most recently completed Fiscal Year and its most recent interim financial period
completed  within  sixty  (60)  days  prior  to the date of consummation of such
Permitted  Acquisition  and (H) Agent shall have received such other information
and  diligence  material  relation  go  the  Acquisition as Agent may reasonably
request.
     9.11     Dividends  and  Redemptions
     .  Borrower and each Guarantor (other than Holdings) shall not, directly or
indirectly,  declare  or  pay any dividends on account of any shares of class of
any Capital Stock of Borrower or such Guarantor now or hereafter outstanding, or
set  aside  or otherwise deposit or invest any sums for such purpose, or redeem,
retire, defease, purchase or otherwise acquire any of its shares of any class of
Capital  Stock  (or  set  aside or otherwise deposit or invest any sums for such
purpose)  for any consideration or apply or set apart any sum, or make any other
distribution  (by  reduction  of  capital  or  otherwise) in respect of any such
shares  or  agree  to  do  any  of  the  foregoing,  except  that:
     (a)     Borrower  or  any  Guarantor  may declare and pay such dividends or
redeem,  retire,  defease, purchase or otherwise acquire any shares of any class
of  Capital  Stock  for  consideration in the form of shares of common stock (so
long  as  immediately  after giving effect thereto no Change of Control or other
Default  or  Event  of  Default  shall  exist  or  occur);
(b)     any  Subsidiary  of  Borrower  may  pay  dividends  to  its  parent;
(c)     for  so long as Borrower is a member of a group filing a consolidated or
combined  tax  return  with  Holdings, Borrower may make payments to Holdings in
respect  of  the  allocable portion of the tax liabilities of such group that is
attributable  to  Borrower and its Subsidiaries ("Tax Payments"), provided, that
Tax  Payments  shall not exceed the lesser of (x) the amount of the relevant tax
(including  any penalties and interest) that Borrower would owe if Borrower were
filing  a separate tax return (or a consolidated or combined tax return with its
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Subsidiaries  that  are  members  of the consolidated or combined group), taking
into  account  any  carryforward  or  carryback  of  tax attributes (such as net
operating losses) of Borrower and such Subsidiaries from other taxable years and
(y)  the  net  amount  of  the  relevant  tax that Holdings actually owes to the
appropriate  taxing  authority  and  provided  further,  that  any  Tax Payments
received  from Borrower shall be paid to the relevant taxing authority within 30
days  of  Holding's  receipt  of  such  Tax  Payment  or  refunded  to Borrower;
(d)     Borrower  may (i) declare and pay dividends to Holdings in an amount not
to  exceed $500,000 for the sole purpose of satisfying Holdings' tax obligations
under  the  Acquisition  Agreement  and  (ii) declare and pay other dividends to
Holdings so long as at the time of, and immediately after giving effect to, such
dividends  (A) Excess Availability shall be at least $7,500,000, (B) no Event of
Default  shall  have  occurred  and  be  continuing,  and (C) such dividends are
permitted  to be paid under the terms of the Indentures as in effect an the date
hereof;  and
(e)     Borrower  and  Guarantors may repurchase Capital Stock consisting of (x)
Capital  Stock  held  by employees pursuant to any employee stock ownership plan
thereof  upon  the  termination,  retirement  or  death  of any such employee in
accordance  with  the  provisions  of  such  plan  and (y) Capital Stock held by
management  at  any  time  and  by officers, directors and employees at any time
after  any  such  Person  ceases  to  be  an  officer,  director or employee, as
applicable;  provided, that, in each case as to any such repurchase, each of the
following  conditions  is  satisfied: (i) as of the date of the payment for such
repurchase  and  immediately after giving effect thereto, no Default or Event of
Default  shall  have  occurred  and be continuing, (ii) such repurchase shall be
paid  with  funds  legally  available  therefor, (iii) such repurchase shall not
violate  any  law  or  regulation  or  the  terms of any indenture, agreement or
undertaking  to which Borrower or such Guarantor is a party or by which Borrower
or  such  Guarantor or its or their property are bound, (iv) Excess Availability
shall  be at least $7,500,000 immediately after giving effect to such repurchase
and  (v)  the  aggregate  amount  of  all  payments  for such repurchases in any
calendar  year  shall  not  exceed  $3,000,000.
     9.12     Transactions  with  Affiliates
     .  Borrower  and  each  Guarantor  shall  not,  directly  or  indirectly:
     (a)     purchase,  acquire or lease any property from, or sell, transfer or
lease  any  property to, any officer, director or other Affiliate of Borrower or
such  Guarantor, except in the ordinary course of and pursuant to the reasonable
requirements of Borrower's or Guarantors' business (as the case may be) and upon
fair  and  reasonable terms no less favorable to Borrower or such Guarantor than
Borrower or such Guarantor would obtain in a comparable arm's length transaction
with  an  unaffiliated  person;  provided that, in any event, Borrower may lease
                                 -------- ----
equipment  from  Jerry  Collins  for  rents not to exceed an aggregate amount of
$25,000  per  Fiscal  Year;  or
(b)     make  any  payments  (whether  by fees, advances, loans or otherwise) of
management,  consulting  or other fees for management or similar services, or in
respect  of  any  Indebtedness  owing  to  any  officer,  employee, shareholder,
director  or  any  other  Affiliate  of  Borrower  or such Guarantor, except (i)
reasonable  compensation  to  officers,  employees  and  directors  for services
rendered  to Borrower or such Guarantor in the ordinary course of business, (ii)
payments  by  Borrower  or  any  Guarantor  to Borrower for actual and necessary
reasonable out-of-pocket legal and accounting, insurance, marketing, payroll and
similar  types  of  services  paid for by Borrower on behalf of Borrower or such
Guarantor,  in  the  ordinary  course  of their respective businesses, and (iii)
payments  due  or owing under the Management Services Agreement, as in effect on
the  date  hereof, so long as no Event of Default has occurred and is continuing
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at  the  time  of  such payment under the Management Services Agreement or would
occur upon the making of such payment as a result  thereof; provided, that after
                                                            --------
such  Event  of  Default  no  longer  exists,  and no other Event of Default has
occurred  and  is  continuing, the Borrower may make all such payments under the
Management  Services  Agreement  that  were due during such Event of Default but
that  were  not  paid  as  a  result  thereof, together with interest thereon as
provided  in  such  agreement.
     9.13     Compliance  with  ERISA
     .  Borrower  and  each  Guarantor  shall, and shall cause each of its ERISA
Affiliates,  to:  (a)  maintain each Plan in compliance in all material respects
with  the  applicable  provisions of ERISA, the Code and other Federal and State
law;  (b) cause each Plan which is qualified under Section 401(a) of the Code to
maintain  such qualification; (c) not terminate any of such Plans so as to incur
any  material  liability  to  the  Pension Benefit Guaranty Corporation; (d) not
engage  in  any  prohibited transaction involving any of such Plans or any trust
created  thereunder which would subject Borrower or such Guarantor to a material
tax  or  penalty  or  other  liability  on prohibited transactions imposed under
Section  4975  of  the Code or ERISA; (e) make all required contributions to any
Plan which it is obligated to pay under Section 302 of ERISA, Section 412 of the
Code or the terms of such Plan; (f) not allow or suffer to exist any accumulated
funding deficiency, whether or not waived, with respect to any such Plan; or (g)
not  allow  or suffer to exist any occurrence of a reportable event or any other
event  or condition which presents a material risk of termination by the Pension
Benefit  Guaranty  Corporation  of any such Plan that is a single employer plan,
which  termination could result in any material liability to the Pension Benefit
Guaranty  Corporation.
     9.14     End  of  Fiscal  Years;  Fiscal  Quarters
     .  Borrower  and  each  Guarantor  shall, for financial reporting purposes,
cause  its, and each of its Subsidiaries' (a) Fiscal Years to end on December 31
of  each  year  and (b) Fiscal Quarters to end on dates which are thirteen (13),
twenty-six  (26),  thirty-nine (39) and fifty-two (52) weeks following the prior
Fiscal  Year  end.
     9.15     Change  in  Business
     .  Borrower  and  each  Guarantor  shall  not,  and  shall  not  permit its
Subsidiaries  to,  engage  in  any business other than the business of Borrower,
such Guarantor or such Subsidiary on the date hereof and any business reasonably
related,  ancillary  or  complimentary  to  the business in which Borrower, such
Guarantor  or  such  Subsidiary is engaged on the date hereof.  Neither Holdings
nor  FarmPro,  Inc.  shall incur any liabilities (except for the Obligations and
loans  made  to  Holdings in connection with the acquisition of Capital Stock in
Holdings  by certain Persons currently or formerly involved in the management of
Borrower),  maintain  any  assets  (except for the equity of Borrower and rights
under  the  Acquisition  Agreement)  or  engage  in  any  business  activities.
     9.16     Limitation  of  Restrictions  Affecting  Subsidiaries
     .  Borrower  and  each Guarantor shall not, directly, or indirectly, create
or  otherwise  cause  or  suffer  to  exist any encumbrance or restriction which
prohibits  or  limits  the  ability  of  its  Subsidiaries  of  Borrower or such
Guarantor  to  (a)  pay  dividends  or  make  other  distributions  or  pay  any
Indebtedness  owed to Borrower or such Guarantor or its Subsidiaries of Borrower
or  such  Guarantor; (b) make loans or advances to Borrower or such Guarantor or
its  Subsidiaries  of  Borrower  or  such  Guarantor,  (c)  transfer  any of its
properties  or  assets  to  Borrower  or  such  Guarantor or its Subsidiaries of
Borrower  or such Guarantor; or (d) create, incur, assume or suffer to exist any
lien  upon  any  of  its  property,  assets  or  revenues,  whether now owned or
hereafter  acquired,  other than encumbrances and restrictions arising under (i)
applicable  law,  (ii)  this  Agreement,  (iii) customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of Borrower
or  such  Guarantor  or  its  Subsidiaries  of  Borrower or such Guarantor, (iv)
                                       85
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customary  restrictions  on  dispositions  of  real  property interests found in
reciprocal easement agreements of Borrower or such Guarantor or its Subsidiaries
of  Borrower  or  such  Guarantor,  (v)  any  agreement  relating  to  permitted
Indebtedness incurred by a Subsidiary of Borrower or such Guarantor prior to the
date  on  which  such  Subsidiary was acquired by Borrower or such Guarantor and
outstanding  on  such  acquisition  date,  (vi)  any  agreement  relating  to
Indebtedness  permitted under Section 9.9(h) hereof so long as such encumbrances
and  restrictions  are  imposed  only  on  the Foreign Subsidiary incurring such
Indebtedness  and (vii) the extension or continuation of contractual obligations
in  existence  on  the  date  hereof;  provided,  that, any such encumbrances or
                                       --------   ----
restrictions  contained  in such extension or continuation are no less favorable
to  Agent and Lenders than those encumbrances and restrictions under or pursuant
to  the  contractual  obligations  so  extended  or  continued.
     9.17     [Intentionally  Omitted]
     .
     9.18     License  Agreements.
     (a)     With  respect  to  any  License  Agreement  that is material to the
Borrower's  or any Guarantor's business, Borrower and each Guarantor shall using
commercially  reasonable efforts (i) promptly and faithfully observe and perform
all  of the material terms, covenants, conditions and provisions of such License
Agreement  to  which  it  is  a party to be observed and performed by it, at the
times  set  forth  therein,  if any, (ii) not do, permit, suffer or refrain from
doing anything that could reasonably be expected to result in a default under or
breach  of  any  of  the  terms  of  such  License  Agreement, (iii) not cancel,
surrender,  modify,  amend,  waive  or  release  such  License  Agreement in any
material  respect  or any term, provision or right of the licensee thereunder in
any  material  respect,  or  consent to or permit to occur any of the foregoing;
except,  that,  subject to Section 9.18(b) below, Borrower or such Guarantor may
also  cancel,  surrender  or  release any such License Agreement in the ordinary
course  of  the business of Borrower or such Guarantor; provided, that, Borrower
or  such  Guarantor  (as  the case may be) shall give Agent not less than thirty
(30)  days  prior  written  notice  of its intention to so cancel, surrender and
release any such License Agreement, (iv) give Agent prompt written notice of any
such License Agreement entered into by Borrower or such Guarantor after the date
hereof,  together  with a true, correct and complete copy thereof and such other
information with respect thereto as Agent may reasonably request, (v) give Agent
prompt  written notice of any material breach of any obligation, or any default,
by  any  party  under any such License Agreement, and deliver to Agent (promptly
upon  the  receipt thereof by Borrower or such Guarantor in the case of a notice
to  Borrower  or such Guarantor and concurrently with the sending thereof in the
case  of  a  notice  from  Borrower  or such Guarantor) a copy of each notice of
default  and every other written notice and other written communication received
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<PAGE>
or  delivered  by  Borrower  or  such  Guarantor in connection with such License
Agreement  which  relates to the right of Borrower or such Guarantor to continue
to  use  the  property  subject  to  such License Agreement, and (vi) furnish to
Agent,  promptly  upon  the  request  of Agent, such information and evidence as
Agent  may  reasonably  require  from  time  to  time concerning the observance,
performance  and  compliance by Borrower or such Guarantor or the other party or
parties thereto with the material terms, covenants or provisions of such License
Agreement.
(b)     With respect to any License Agreement that is material to the Borrower's
or  any  Guarantor's  business,  Borrower  and each Guarantor using commercially
reasonable  efforts  will either exercise any option to renew or extend the term
of  each  such  License  Agreement to which it is a party in such manner as will
cause  the  term of such License Agreement to be effectively renewed or extended
for the period provided by such option and give prompt written notice thereof to
Agent  or  give  Agent prior written notice that Borrower or such Guarantor does
not intend to renew or extend the term of any such material License Agreement or
that  the  term  thereof  shall otherwise be expiring, not less than thirty (30)
days  prior  to  the  date of any deadline for non-renewal.  In the event of the
failure  of  Borrower  or  such  Guarantor  to  extend or renew any such License
Agreement  to  which it is a party, Agent shall have, and is hereby granted, the
irrevocable  right  and authority, at its option, to renew or extend the term of
such  License  Agreement, whether in its own name and behalf, or in the name and
behalf  of  a designee or nominee of Agent or in the name and behalf of Borrower
or such Guarantor, as Agent shall determine at any time that an Event of Default
shall  exist  or  have occurred and be continuing.  Following the occurrence and
during  the  continuance  of  an  Event  of Default, Agent may, but shall not be
required  to,  perform  any  or  all  of  such  obligations  of Borrower or such
Guarantor  under  any of such License Agreements, including, but not limited to,
the  payment  of any or all sums due from Borrower or such Guarantor thereunder.
Any  sums  so  paid  by  Agent  shall  constitute  part  of  the  Obligations.
     9.19     After  Acquired  Real  Property
     .  If  Borrower  or  any  Guarantor  hereafter  acquires any Real Property,
fixtures  or  any  other property that is of the kind or nature described in the
Mortgages and such Real Property, fixtures or other property at any one location
has  a Fair Market Value in an amount equal to or greater than $1,000,000 (or if
a  Trigger Event exists then regardless of the Fair Market Value of such assets)
(but  excluding  any such Real Property and fixtures subject to a purchase money
mortgage  to  secure  Indebtedness  incurred  to purchase such Real Property and
fixtures  under  Section  9.9(b),  unless  the  Fair  Market  Value of such Real
Property  and  fixtures  exceeds  such  purchase money Indebtedness by an amount
equal  to or greater than $1,000,000 and the mortgage holder does not prohibit a
second lien in favor of Agent), then, without limiting any other rights of Agent
or  any  Lender, or duties or obligations of Borrower or any Guarantor, promptly
after  Agent's  request, Borrower or such Guarantor shall execute and deliver to
Agent  a mortgage, deed of trust or deed to secure debt, as Agent may determine,
in  form  and  substance  substantially  similar  to the Mortgages and as to any
provisions  relating  to  specific  state laws satisfactory to Agent and in form
appropriate  for  recording  in  the  real estate records of the jurisdiction in
which such Real Property or other property is located, granting to Agent a first
and  only  lien  and  mortgage  on  and security interest in such Real Property,
fixtures or other property (except as Borrower or such Guarantor would otherwise
be permitted to incur hereunder or under the Mortgages or as otherwise consented
to  in writing by Agent) and such other agreements, documents and instruments as
Agent  may  reasonably  require  in  connection  therewith.
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<PAGE>
     9.20     Costs  and  Expenses
     .  Borrower  and  Guarantors  shall pay to Agent (and to Lenders during the
occurrence  and continuation of an Event of Default) within one (1) Business Day
of demand all costs, expenses, filing fees and taxes paid in connection with the
preparation,  negotiation,  execution,  delivery,  recording,  administration,
collection,  liquidation,  enforcement  and  defense of the Obligations, Agent's
rights in the Collateral, this Agreement, the other Financing Agreements and all
other documents related hereto or thereto, including any amendments, supplements
or  consents  which  may  hereafter be contemplated (whether or not executed) or
entered  into  in  respect  hereof  and  thereof,  including:  (a) all costs and
expenses  of  filing  or  recording (including Uniform Commercial Code financing
statement  filing  taxes  and  fees,  documentary  taxes,  intangibles taxes and
mortgage  recording  taxes  and fees, if applicable); (b) costs and expenses and
fees  for insurance premiums, appraisal fees and search fees, costs and expenses
of  remitting  loan  proceeds, collecting checks and other items of payment, and
establishing  and  maintaining  the  Blocked  Accounts,  together  with  Agent's
customary  charges  and fees with respect thereto; (c) charges, fees or expenses
charged  by  any  bank  or  issuer  in  connection  with  the  Letter  of Credit
Accommodations;  (d)  costs  and  expenses  of  preserving  and  protecting  the
Collateral; (e) costs and expenses paid or incurred in connection with obtaining
payment of the Obligations, enforcing the security interests and liens of Agent,
selling  or otherwise realizing upon the Collateral, and otherwise enforcing the
provisions of this Agreement and the other Financing Agreements or defending any
claims  made  or  threatened  against  Agent  or  any  Lender arising out of the
transactions  contemplated  hereby  and  thereby (including preparations for and
consultations  concerning  any such matters); (f) all out-of-pocket expenses and
costs  heretofore and from time to time hereafter incurred by Agent (and Lenders
during the occurrence and continuation of an Event of Default) during the course
of  periodic  field  examinations  of  the  Collateral  and  Borrower's  or such
Guarantor's  operations  permitted  to  be  conducted hereunder, plus a per diem
charge at the rate of $850 per person per day for Agent's examiners in the field
and  office; and (g) the reasonable fees and disbursements of counsel (including
legal  assistants)  to Agent (and Lenders during the occurrence and continuation
of  an  Event  of  Default)  in  connection  with  any  of  the  foregoing.
     9.21     Further  Assurances
     .  At  the  reasonable  request of Agent at any time and from time to time,
Borrower  and  Guarantors  shall, at their expense, duly execute and deliver, or
cause  to be duly executed and delivered, such further agreements, documents and
instruments, and do or cause to be done such further acts as may be necessary or
proper to evidence, perfect, maintain and enforce the security interests and the
priority thereof in the Collateral and to otherwise effectuate the provisions or
purposes  of  this  Agreement  or  any  of  the  other Financing Agreements.  In
connection  with  a  request  for a Loan or Letter of Credit Accommodation under
Section  4.2,  Agent may at any time and from time to time request a certificate
from  an  officer  of Borrower or any Guarantor representing that all conditions
precedent  under  Section  4.2  to  the  making of such Loans and providing such
Letter of Credit Accommodations contained herein are satisfied.  In the event of
such  request  by Agent, Agent and Lenders may, at Agent's option, cease to make
any  further  Loans or provide any further Letter of Credit Accommodations until
Agent  has received such certificate and, in addition, Agent has determined that
such  conditions  are  satisfied.
     9.22     Fixed  Charge  Coverage  Ratio
     .  At  any  time  when  a  Trigger  Event  exists  under  clause (b) of the
definition thereof, Borrower and its Subsidiaries on a consolidated basis shall,
                                       88
<PAGE>
at  the  end  of  each Fiscal Month (including as of the end of the Fiscal Month
immediately  prior to the occurrence of such Trigger Event), have a Fixed Charge
Coverage  Ratio  for  the twelve Fiscal Month period then ended of not less than
1:00  to  1:00.  For purposes of determining the Fixed Charge Coverage Ratio for
the  periods  ending  on,  or  as  of,  June  30,  2005, and September 30, 2005,
(x)  EBITDA  will  be  deemed  to  be  equal  to
     (i)  for  the  Fiscal  Quarter  ended  September 30, 2004, $14,200,000, and
(ii)  for  the  Fiscal  Quarter  ended  December  31,  2004,  $8,900,000,  and
     (y) Fixed Charges will be deemed to be equal to $4,750,000 for each of such
Fiscal  Quarters.
     9.23     Permitted  Bond  Repurchases
     .  Borrower  and  Guarantors  shall  not  and  shall  not  permit  their
Subsidiaries  to  prepay,  repurchase or defease any Indebtedness existing under
the  Indenture  (a  "Bond Repurchase") except that Borrower may make one or more
Bond  Repurchases  (each, a "Permitted Bond Repurchase") so long as (a) Borrower
provides  Agent  with  prior  written notice of its proposal to engage in a Bond
Repurchase specifying (i) the date of such Bond Repurchase, (ii) the face amount
of  the  Indebtedness  subject  to  such Bond Repurchase and (iii) the amount of
Non-Exim  Revolving Loans to be advanced to pay for such Bond Repurchase, (b) no
Default  or  Event of Default has occurred and is continuing immediately before,
and  immediately  after giving effect to, such Bond Repurchase, and (c) Borrower
has  Excess Availability immediately before, and immediately after giving effect
to,  such  Bond  Repurchase  in  an  amount  equal  to  at  least  $7,500,000.
     9.24     Sale  Leasebacks
     .  Neither  Borrower  nor  any  of  its  Subsidiaries  shall enter into any
arrangement, directly or indirectly, whereby Borrower or any of its Subsidiaries
shall sell or transfer any property owned by it to a Person (other than Borrower
or  any  of its Subsidiaries) in order then or thereafter to lease such property
or lease other property which Borrower or any of its Subsidiaries intends to use
for  substantially  the  same purpose as the property being sold or transferred.
     9.25     [Intentionally  Omitted]
     .
     9.26     Exim  Covenants
     .  At  such  time  as any Exim Revolving Loans and/or Exim Letter of Credit
Accommodations  are  outstanding,  Borrower and each Guarantor shall comply with
all  the  covenants,  terms  and  conditions  set  forth  in  the Exim Guarantee
Documents,  which  covenants,  terms  and  conditions are incorporated into this
Section  9.26  by  reference  during  such  times; provided, that, failure to so
                                                   --------
comply  shall  not  constitute  a  Default  or Event of Default hereunder to the
extent Borrower repays all Exim Revolving Loans and cash collateralizes all Exim
Letter of Credit Accommodations within five (5) Business Days of demand by Agent
following  any such failure by Borrower to comply with such covenants, terms and
conditions.
     9.27     Brazil
     .  For  the avoidance of doubt, the parties hereto agree that Brazil is not
bound  or subject to any of the covenants in Section 9, nor does Borrower or any
of  its  Subsidiaries  have  an  obligation  to  cause Brazil to comply with any
covenant  in  Section  9.
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SECTION  10.     EVENTS  OF  DEFAULT  AND  REMEDIES
                 ----------------------------------
     10.1     Events  of  Default
     .  The  occurrence  or existence of any one or more of the following events
are  referred  to herein individually as an "Event of Default", and collectively
as  "Events  of  Default":
     (a)     (i) Borrower fails to pay any payment of principal of any Loan when
due,  (ii)  Borrower  fails  to  pay  any  Obligations  (other than a payment of
principal)  within three (3) Business Days after the due date, (iii) Borrower or
any  Guarantor  fails  to  perform  any  of  the  covenants contained in Section
7.1(a)(i),  9.1 (with respect to corporate existence and name change), 9.7, 9.8,
9.9,  9.10,  9.11,  9.12, 9.14, 9.15, 9.22, 9.23 or 9.24 of this Agreement, (iv)
Borrower  or  any  Guarantor  fails to perform any of the covenants contained in
Sections  7.1  (other  than  7.1(a)(i)),  9.2,  9.4,  9.5  and  9.6  (other than
9.6(a)(ii)  and  9.6(a)(iii))  of this Agreement and such failure shall continue
for  ten (10) days, or (v) Borrower or any Guarantor fails to perform any of the
other  terms, covenants, conditions or provisions contained in this Agreement or
any of the other Financing Agreements (other than the those described in Section
10.1(a)(i),  (a)(ii),  (a)(iii)  or (a)(iv)) and such failure shall continue for
twenty  (20)  days  after  the earlier of (A) receipt by Borrower of notice from
Agent or Required Lenders of such default or (B) actual knowledge of Borrower or
any  Guarantor  of such default; provided, that, in the case of clauses (iv) and
(v) above, such ten (10) day or twenty (20) day, as applicable, period shall not
apply in the case of any failure to observe any such covenant which has been the
subject  of  a  prior  failure  within  a  six  (6)  month  period;
(b)     any  representation,  warranty  or statement of fact made by Borrower or
any  Guarantor to Agent in this Agreement, the other Financing Agreements or any
other  written  agreement,  schedule, confirmatory assignment or otherwise shall
when  made  or  deemed  made  be  false  or  misleading in any material respect;
(c)     any  Guarantor  revokes or terminates or purports to revoke or terminate
its  Guaranty  or  any  other  Financing  Agreement  to  which  it  is  a party;
(d)     (i)  any  judgment for the payment of money is rendered against Borrower
or  any  Guarantor  in  excess  of  $2,500,000  in  any one case or in excess of
$2,500,000  in  the  aggregate (to the extent not covered by insurance where the
insurer  has  assumed responsibility in writing for such judgment within 30 days
after  the  rendering  thereof) and shall remain undischarged or unvacated for a
period  in  excess  of  thirty  (30)  days unless the execution thereof shall be
effectively stayed, or (ii) any judgment other than for the payment of money, or
injunction, attachment, garnishment or execution is rendered against Borrower or
any  Guarantor  or any of the Collateral having a value in excess of $2,500,000;
(e)     Borrower  or  any  Guarantor dissolves or suspends or discontinues doing
business;
(f)     Borrower  or any Guarantor makes a general assignment for the benefit of
creditors,  or  makes  or  sends  notice  of  a  bulk  transfer;
(g)     a  case  or proceeding under the bankruptcy laws of the United States of
America  now  or  hereafter  in  effect or under any insolvency, reorganization,
receivership, readjustment of debt, dissolution or liquidation law or statute of
any  jurisdiction  now  or  hereafter in effect (whether at law or in equity) is
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filed against Borrower or any Guarantor or all or any part of its properties and
such  petition or application is not dismissed within thirty (30) days after the
date  of its filing or Borrower or any Guarantor shall file any answer admitting
or  not  contesting  such  petition  or application or indicates its consent to,
acquiescence  in  or  approval  of,  any such action or proceeding or the relief
requested  is  granted  sooner;
(h)     a  case  or proceeding under the bankruptcy laws of the United States of
America  now  or  hereafter  in  effect or under any insolvency, reorganization,
receivership, readjustment of debt, dissolution or liquidation law or statute of
any  jurisdiction  now  or  hereafter  in effect (whether at a law or equity) is
filed  by  Borrower  or  any  Guarantor  or for all or any part of its property;
(i)     any  default in respect of any Indebtedness of Borrower or any Guarantor
(other  than  Indebtedness owing to Agent and Lenders hereunder), in any case in
an  amount  in  excess  of $5,000,000, which default continues for more than the
applicable  cure  period,  if  any,  with  respect  thereto;
(j)     any  material  provision  hereof  or  of  any  of  the  other  Financing
Agreements  shall for any reason cease to be valid, binding and enforceable with
respect to any party hereto or thereto (other than Agent) in accordance with its
terms,  or  any such party shall challenge the enforceability hereof or thereof,
or  shall assert in writing, or take any action or fail to take any action based
on  the  assertion  that  any  material  provision hereof or of any of the other
Financing  Agreements  has  ceased  to  be or is otherwise not valid, binding or
enforceable  in accordance with its terms, or any security interest provided for
herein or in any of the other Financing Agreements shall cease to be a valid and
perfected first priority security interest in any of the Collateral purported to
be  subject  thereto  (except  as  otherwise  permitted  herein  or  therein);
(k)     an  ERISA  Event  shall  occur  which  results in or could reasonably be
expected  to result in liability of Borrower in an aggregate amount in excess of
$2,500,000;
(l)     any  Change  of  Control  shall  occur;
(m)     the  indictment  by  any  Governmental  Authority  of  Borrower  or  any
Guarantor  under  any  criminal  statute,  or  the  commencement  of  criminal
proceedings  against  Borrower  or  any  Guarantor, pursuant to which statute or
proceedings  the penalties or remedies sought or available include forfeiture of
any  of  the  Collateral  having  a  value  in  excess  of  $2,500,000;
(n)     there  shall  be  a  Material  Adverse  Effect after the date hereof; or
(o)     there  shall  be  an  event  of default under any of the other Financing
Agreements  (excluding  the Exim Guarantee Documents, which shall be governed by
Section  9.26).
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     10.2     Remedies.
     (a)     At  any  time  that  an  Event  of  Default  has  occurred  and  is
continuing,  Agent  and  Lenders  shall have all rights and remedies provided in
this  Agreement,  the  other  Financing Agreements, the UCC and other applicable
law,  all  of  which  rights  and remedies may be exercised without notice to or
consent  by  Borrower  or  any  Guarantor,  except  as such notice or consent is
expressly  provided  for  hereunder  or required by applicable law.  All rights,
remedies  and  powers  granted  to Agent and Lenders hereunder, under any of the
other Financing Agreements, the UCC or other applicable law, are cumulative, not
exclusive  and  enforceable, in Agent's discretion, alternatively, successively,
or  concurrently  on  any  one  or  more  occasions,  and shall include, without
limitation,  the  right  to  apply  to  a  court  of equity for an injunction to
restrain  a  breach  or  threatened  breach by Borrower or any Guarantor of this
Agreement  or  any  of  the  other  Financing Agreements.  Subject to Section 12
hereof  and  Section  10.2(k)  hereof,  Agent  may,  and at the direction of the
Required  Lenders shall, at any time or times, proceed directly against Borrower
or  any  Guarantor  to  collect  the  Obligations  without prior recourse to the
Collateral.
(b)     Without  limiting  the  foregoing,  at  any time an Event of Default has
occurred and is continuing, Agent may, in its discretion, and upon the direction
of  the  Required  Lenders,  shall,  subject  to  Section  10.2(k)  hereof,  (i)
accelerate  the  payment  of  all  or  a  portion  of the Obligations and demand
immediate  payment  thereof  to  Agent  for  itself  and  the ratable benefit of
Lenders,  (provided, that, upon the occurrence of any Event of Default described
in  Sections  10.1(g)  and  10.1(h),  all Obligations shall automatically become
immediately  due  and payable), (ii) with or without judicial process or the aid
or  assistance  of  others,  enter  upon  any premises on or in which any of the
Collateral  may  be  located  and  take possession of the Collateral or complete
processing,  manufacturing  and  repair of all or any portion of the Collateral,
(iii)  require Borrower or any Guarantor, at Borrower's expense, to assemble and
make  available to Agent any part or all of the Collateral at any place and time
designated  by  Agent, (iv) collect, foreclose, receive, appropriate, setoff and
realize  upon  any  and  all Collateral, (v) remove any or all of the Collateral
from  any  premises  on  or  in which the same may be located for the purpose of
effecting  the  sale,  foreclosure or other disposition thereof or for any other
purpose, (vi) sell, lease, transfer, assign, deliver or otherwise dispose of any
and  all  Collateral  (including  entering  into contracts with respect thereto,
public  or private sales at any exchange, broker's board, at any office of Agent
or  elsewhere)  at  such prices or terms as Agent may deem reasonable, for cash,
upon  credit or for future delivery, with Agent having the right to purchase the
whole  or  any  part  of  the  Collateral  at  any  such public sale, all of the
foregoing  being  free from any right or equity of redemption of Borrower or any
Guarantor,  which  right  or equity of redemption is hereby expressly waived and
released  by  Borrower and Guarantors and/or (vii) terminate this Agreement.  If
any of the Collateral is sold or leased by Agent upon credit terms or for future
delivery, the Obligations shall not be reduced as a result thereof until payment
therefor  is finally collected by Agent.  If notice of disposition of Collateral
is  required by law, ten (10) days prior notice by Agent to Borrower designating
the  time  and place of any public sale or the time after which any private sale
or other intended disposition of Collateral is to be made, shall be deemed to be
reasonable  notice  thereof  and Borrower and Guarantors waive any other notice.
In  the  event  Agent  institutes  an  action to recover any Collateral or seeks
recovery  of  any  Collateral  by  way  of prejudgment remedy, Borrower and each
Guarantor  waives  the posting of any bond which might otherwise be required. At
any  time  an  Event  of  Default  has  occurred and is continuing, upon Agent's
request,  Borrower  will either, as Agent shall specify, furnish cash collateral
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to the issuer to be used to secure and fund Agent's reimbursement obligations to
the  issuer  in  connection  with any Letter of Credit Accommodations or furnish
cash  collateral  to  Agent  for the Letter of Credit Accommodations.  Such cash
collateral  shall  be  in the amount equal to one hundred five (105%) percent of
the  amount  of  the Letter of Credit Accommodations plus the amount of any fees
and  expenses  payable  in  connection  therewith  through the end of the latest
expiration  date  of  such  Letter  of  Credit  Accommodations.
(c)     At  any  time  or  times  that  an  Event of Default has occurred and is
continuing, subject to Section 10.2(k) hereof, Agent may, in its discretion, and
upon  the  direction of the Required Lenders, Agent shall, enforce the rights of
Borrower  or  any  Guarantor  against any account debtor, secondary Guarantor or
other  obligor  in respect of any of the Accounts or other Receivables.  Without
limiting  the  generality  of  the foregoing, subject to Section 10.2(k) hereof,
Agent  may,  in  its discretion, and upon the direction of the Required Lenders,
Agent  shall,  at  such  time  or  times  (i) notify any or all account debtors,
secondary  obligors  or  other  obligors in respect thereof that the Receivables
have  been  assigned to Agent and that Agent has a security interest therein and
Agent  may  direct  any  or  all  accounts debtors, secondary obligors and other
obligors  to make payment of Receivables directly to Agent, (ii) extend the time
of  payment  of,  compromise,  settle  or  adjust  for  cash,  credit, return of
merchandise  or  otherwise,  and  upon  any  terms  or  conditions,  any and all
Receivables  or  other  obligations  included  in  the  Collateral  and  thereby
discharge  or  release  the  account  debtor  or any secondary obligors or other
obligors  in  respect  thereof  without affecting any of the Obligations,  (iii)
demand, collect or enforce payment of any Receivables or such other obligations,
but without any duty to do so, and Agent and Lenders shall not be liable for any
failure  to collect or enforce the payment thereof nor for the negligence of its
agents  or  attorneys  with  respect thereto and (iv) take whatever other action
Agent  may  deem  necessary or desirable for the protection of its interests and
the interests of Lenders.  At any time that an Event of Default has occurred and
is  continuing,  at  Agent's  request,  all  invoices and statements sent to any
account  debtor  shall  state  that the Accounts and such other obligations have
been  assigned to Agent and are payable directly and only to Agent, and Borrower
and Guarantors shall deliver to Agent such originals of documents evidencing the
sale  and  delivery  of  goods or the performance of services giving rise to any
Accounts  as  Agent  may  require.  In  the  event  any  account  debtor returns
Inventory  when  an  Event  of  Default has occurred and is continuing, Borrower
shall,  upon  Agent's  request,  hold the returned Inventory in trust for Agent,
segregate  all returned Inventory from all of its other property, dispose of the
returned  Inventory  solely according to Agent's instructions, and not issue any
credits,  discounts  or  allowances  with  respect thereto without Agent's prior
written  consent.
(d)     [Intentionally  Omitted]
     .
     (e)     If  Agent  determines at any time that any amount received by Agent
must  be  returned  to  Borrower  or  any  Guarantor or paid to any other person
pursuant  to  any  insolvency  law or otherwise, then, notwithstanding any other
term or condition of this Agreement or any other Financing Agreement, Agent will
not  be  required to distribute any portion thereof to any Lender.  In addition,
each  Lender will repay to Agent on demand any portion of such amount that Agent
has  distributed  to  such  Lender, together with interest at such rate, if any,
that  Agent is required to pay to Borrower or any Guarantor or such other person
(without  setoff,  counterclaim  or  deduction  of  any  kind).
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(f)     Anything in this Agreement or otherwise to the contrary notwithstanding,
each  Lender  hereby agrees with each other Lender that no Lender shall take any
action  (other  than  actions  against Agent for violating its obligations under
this  Agreement)  to protect or enforce its rights arising out of this Agreement
or  one  or  more Financing Agreements without first obtaining the prior written
consent of Agent, it being the intent of Lenders that any such action to protect
or enforce rights under this Agreement or one or more Financing Agreements shall
be  taken  in  concert  and at the direction or with the consent of Agent.  Each
Lender  agrees  and acknowledges that Agent may exercise all rights and remedies
provided  to  Agent  under,  and  in accordance with, the terms of the Financing
Agreements  and  applicable  law (including, without limitation, with respect to
the  liens  granted  to  Agent).
(g)     To  the extent that applicable law imposes duties on Agent or any Lender
to exercise remedies in a commercially reasonable manner (which duties cannot be
waived under such law), Borrower and each Guarantor acknowledges and agrees that
it is not commercially unreasonable for Agent or any Lender (i) to fail to incur
expenses  reasonably  deemed  significant  by  Agent  or  any  Lender to prepare
Collateral  for  disposition  or  otherwise  to complete raw material or work in
process  into finished goods or other finished products for disposition, (ii) to
fail  to obtain third party consents for access to Collateral to be disposed of,
or to obtain or, if not required by other law, to fail to obtain consents of any
Governmental Authority or other third party for the collection or disposition of
Collateral  to be collected or disposed of, (iii) to fail to exercise collection
remedies  against account debtors, secondary obligors or other persons obligated
on  Collateral  or  to  remove  liens  or  encumbrances on or any adverse claims
against Collateral, (iv) to exercise collection remedies against account debtors
and  other  persons  obligated  on  Collateral  directly  or  through the use of
collection  agencies  and  other  collection  specialists,  (v)  to  advertise
dispositions of Collateral through publications or media of general circulation,
whether  or not the Collateral is of a specialized nature, (vi) to contact other
persons,  whether  or not in the same business as Borrower or any Guarantor, for
expressions of interest in acquiring all or any portion of the Collateral, (vii)
to  hire  one  or  more professional auctioneers to assist in the disposition of
Collateral,  whether or not the collateral is of a specialized nature, (viii) to
dispose  of  Collateral by utilizing Internet sites that provide for the auction
of  assets  of  the types included in the Collateral or that have the reasonable
capability  of  doing  so,  or  that match buyers and sellers of assets, (ix) to
dispose  of  assets  in  wholesale  rather  than retail markets, (x) to disclaim
disposition  warranties,  (xi)  to  purchase insurance or credit enhancements to
insure  Agent  or  Lenders  against  risks of loss, collection or disposition of
Collateral  or  to  provide  to  Agent  or  Lenders a guaranteed return from the
collection  or  disposition  of  Collateral,  or  (xii)  to  the  extent  deemed
appropriate  by  Agent,  to  obtain  the  services  of other brokers, investment
bankers,  consultants  and other professionals to assist Agent in the collection
or  disposition  of  any  of  the  Collateral.  Borrower  and  each  Guarantor
acknowledges  that  the  purpose  of  this  Section is to provide non-exhaustive
indications  of  what  actions  or omissions by Agent or any Lender would not be
commercially  unreasonable  in  the  exercise by Agent or any Lender of remedies
against  the  Collateral  and  that  other  actions or omissions by Agent or any
Lender  shall  not  be deemed commercially unreasonable solely on account of not
being  indicated  in  this Section. Without limitation of the foregoing, nothing
contained  in this Section shall be construed to grant any rights to Borrower or
any  Guarantor  or  to impose any duties on Agent or Lenders that would not have
been granted or imposed by this Agreement or by applicable law in the absence of
this  Section.
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(h)     For  the  purpose  of enabling Agent to exercise the rights and remedies
hereunder,  Borrower  and  each  Guarantor hereby grants to Agent, to the extent
assignable,  an  irrevocable,  non-exclusive license (exercisable at any time an
Event  of Default shall have occurred and for so long as the same is continuing)
without  payment  of royalty or other compensation to Borrower or any Guarantor,
to  use,  assign,  license  or  sublicense any of the trademarks, service-marks,
trade  names,  business  names, trade styles, designs, logos and other source of
business identifiers and other Intellectual Property and general intangibles now
owned  or  hereafter  acquired  by  Borrower or any Guarantor, wherever the same
maybe located, including in such license reasonable access to all media in which
any of the licensed items may be recorded or stored and to all computer programs
used  for  the  compilation  or  printout  thereof.
(i)     Agent  may  apply  the  cash proceeds of Collateral actually received by
Agent  from  any sale, lease, foreclosure or other disposition of the Collateral
to  payment  of  the  Obligations,  in  whole  or in part and in accordance with
Section  6.4  hereof.  Borrower  and Guarantors shall remain liable to Agent and
Lenders  for  the  payment  of  any deficiency with interest at the highest rate
provided  for  herein  and  all costs and expenses of collection or enforcement,
including  reasonable  attorneys'  fees  and  expenses.
(j)     Without  limiting the foregoing, subject to Section 10.2(k) hereof, upon
the  occurrence  and during the continuance of a Default or an Event of Default,
(i)  Agent  and  Lenders  may,  at Agent's option, and upon the occurrence of an
Event  of  Default  at  the direction of the Required Lenders, Agent and Lenders
shall,  without notice, (A) cease making Loans or arranging for Letter of Credit
Accommodations  or reduce the lending formulas or amounts of Loans and Letter of
Credit  Accommodations  available to Borrower and/or (B) terminate any provision
of  this  Agreement  providing  for  any  future  Loans  or  Letter  of  Credit
Accommodations  to  be made by Agent and Lenders to Borrower and (ii) Agent may,
at its option, establish such Reserves as Agent determines.  Notwithstanding the
foregoing,  when  such  Default  or Event of Default no longer exists and in the
absence  of  any other Default or Event of Default, any of the foregoing actions
taken  by  Agent  or Lenders in connection with such Default or Event of Default
that  no  longer  exists  shall  be  withdrawn.
(k)     To  the  extent  the  Required Lenders request that Agent accelerate any
portion  of the Exim Facility (except for the automatic acceleration of the Exim
Facility  as  a  result  of Events of Default arising under Sections 10.1(g) and
10.1(h) hereof), undertake any legal action with respect to the Exim Facility or
exercise any remedies under the Financing Agreements in connection with the Exim
Facility  or  the Exim Primary Collateral, the parties hereto agree that no such
action  shall  be  taken  unless  and until Agent has received the prior written
consent  of  Exim pursuant to the Exim Guarantee Documents and at the request of
Required  Lenders,  Agent  shall  promptly  seek to obtain such written consent.
SECTION  11.     JURY  TRIAL  WAIVER;  OTHER WAIVERS AND CONSENTS; GOVERNING LAW
                 ---------------------------------------------------------------
     11.1     Governing  Law;  Choice  of  Forum; Service of Process; Jury Trial
Waiver.
     (a)     The  validity, interpretation and enforcement of this Agreement and
the  other Financing Agreements (other than the Mortgages to the extent provided
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therein)  and  any  dispute  arising out of the relationship between the parties
hereto, whether in contract, tort, equity or otherwise, shall be governed by the
internal laws of the State of Illinois but excluding any principles of conflicts
of  law  or other rule of law that would cause the application of the law of any
jurisdiction  other  than  the  laws  of  the  State  of  Illinois.
(b)     Borrower,  Guarantors,  Agent and Lenders irrevocably consent and submit
to  the  non-exclusive  jurisdiction of the state courts located in Cook County,
City  of Chicago, Illinois and the United States District Court for the Northern
District of Illinois whichever Agent may elect, and waive any objection based on
venue  or  forum  non  conveniens  with respect to any action instituted therein
arising  under this Agreement or any of the other Financing Agreements or in any
way  connected  with  or  related  or  incidental to the dealings of the parties
hereto  in respect of this Agreement or any of the other Financing Agreements or
the transactions related hereto or thereto, in each case whether now existing or
hereafter arising, and whether in contract, tort, equity or otherwise, and agree
that  any  dispute  with  respect to any such matters shall be heard only in the
courts  described  above  (except that Agent and Lenders shall have the right to
bring any action or proceeding against Borrower or any Guarantor or its or their
property  in the courts of any other jurisdiction which Agent deems necessary or
appropriate  in  order  to realize on the Collateral or to otherwise enforce its
rights  against  Borrower  or  any  Guarantor  or  its  or  their  property).
(c)     Borrower  and  each  Guarantor hereby waives personal service of any and
all process upon it and consents that all such service of process may be made by
certified  mail  (return  receipt  requested)  directed to its address set forth
herein  and  service so made shall be deemed to be completed five (5) days after
the  same shall have been so deposited in the U.S. mails, or, at Agent's option,
by  service upon Borrower or any Guarantor (or Borrower on behalf of Borrower or
such Guarantor) in any other manner provided under the rules of any such courts.
Within  thirty  (30)  days  after such service, Borrower or such Guarantor shall
appear in answer to such process, failing which Borrower or such Guarantor shall
be  deemed  in  default and judgment may be entered by Agent against Borrower or
such  Guarantor  for  the  amount  of  the  claim  and  other  relief requested.
(d)     BORROWER,  GUARANTORS, AGENT AND LENDERS EACH HEREBY WAIVES ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS
AGREEMENT  OR ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH
OR  RELATED  OR  INCIDENTAL  TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF
THIS  AGREEMENT  OR  ANY  OF  THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS
RELATED  HERETO  OR  THERETO  IN  EACH  CASE  WHETHER  NOW EXISTING OR HEREAFTER
ARISING,  AND  WHETHER  IN  CONTRACT,  TORT,  EQUITY  OR  OTHERWISE.  BORROWER,
GUARANTORS,  AGENT  AND  LENDERS  EACH  HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A  JURY  AND  THAT  BORROWER,  ANY  GUARANTOR,  AGENT  OR ANY LENDER MAY FILE AN
ORIGINAL  COUNTERPART  OF  A  COPY  OF  THIS AGREEMENT WITH ANY COURT AS WRITTEN
EVIDENCE  OF  THE  CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL  BY  JURY.
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(e)     Agent  and  Lenders  shall  not  have  any  liability to Borrower or any
Guarantor  (whether  in tort, contract, equity or otherwise) for losses suffered
by  Borrower or such Guarantor in connection with, arising out of, or in any way
related  to the transactions or relationships contemplated by this Agreement, or
any  act,  omission  or  event  occurring  in  connection herewith, unless it is
determined  by  a  final  and  non-appealable judgment or court order binding on
Agent  and  such  Lender,  that  the losses were the result of acts or omissions
constituting  gross  negligence  or  willful  misconduct.  Borrower  and  each
Guarantor:  (i) certifies that neither Agent, any Lender nor any representative,
agent  or  attorney  acting  for  or  on  behalf  of  Agent  or  any  Lender has
represented,  expressly  or  otherwise, that Agent and Lenders would not, in the
event  of  litigation,  seek  to enforce any of the waivers provided for in this
Agreement or any of the other Financing Agreements and (ii) acknowledges that in
entering  into  this  Agreement  and  the  other Financing Agreements, Agent and
Lenders are relying upon, among other things, the waivers and certifications set
forth  in  this  Section  11.1  and  elsewhere  herein  and  therein.
     11.2     Waiver  of  Notices
     .  Borrower and each Guarantor hereby expressly waives demand, presentment,
protest and notice of protest and notice of dishonor with respect to any and all
instruments  and chattel paper, included in or evidencing any of the Obligations
or  the  Collateral,  and  any  and all other demands and notices of any kind or
nature  whatsoever  with  respect  to  the  Obligations, the Collateral and this
Agreement,  except  such  as are expressly provided for herein.  No notice to or
demand  on Borrower or any Guarantor which Agent or any Lender may elect to give
shall  entitle  Borrower  or  such  Guarantor  to any other or further notice or
demand  in  the  same,  similar  or  other  circumstances.
     11.3     Amendments  and  Waivers.
     (a)     Neither  this  Agreement  nor any other Financing Agreement nor any
terms  hereof or thereof may be amended, waived, discharged or terminated unless
such  amendment,  waiver, discharge or termination is in writing signed by Agent
and  the  Required Lenders or at Agent's option, by Agent with the authorization
of the Required Lenders, and as to amendments to any of the Financing Agreements
(other  than  with  respect to any provision of Section 12 hereof), by Borrower;
except,  that,  no  such  amendment,  waiver,  discharge  or  termination shall:
     (i)     reduce  the interest rate or any fees or extend the time of payment
of principal, interest or any fees or reduce the principal amount of any Loan or
Letter of Credit Accommodations, in each case without the consent of each Lender
directly  affected  thereby,
(ii)     increase  the  Commitment of any Lender over the amount thereof then in
effect  or  provided  hereunder,  in each case without the consent of the Lender
directly  affected  thereby  (except  as  provided  in  Section  2.6),
(iii)     release  all  or  substantially  all  of  the  Collateral  (except  as
expressly  required  hereunder or under any of the other Financing Agreements or
applicable  law  and except as permitted under Section 12.11(b) hereof), without
the  consent  of  Agent  and  all  of  Lenders,
(iv)     reduce  any percentage specified in the definition of Required Lenders,
without  the  consent  of  Agent  and  all  of  Lenders,
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(v)     consent  to  the  assignment or transfer by Borrower or any Guarantor of
any of their rights and obligations under this Agreement, without the consent of
Agent  and  all  of  Lenders,
(vi)     amend,  modify or waiver any terms of this Section 11.3 hereof, without
the  consent  of  Agent  and  all  of  Lenders,  or
(vii)     increase  the  advance  rates constituting part of the Borrowing Base,
without  the  consent  of  Agent  and all of the Required Supermajority Lenders.
Notwithstanding  anything to the contrary contained herein, (x) any amendment or
waiver  with respect to clause (D) of Section 6.4 shall only require the consent
of  Agent  and the Required Lenders, and (y) any amendment, waiver, discharge or
termination  in  respect  of  any  provision  relating  to  the Exim Facility or
Collateral  securing  the Exim Facility shall require the prior written approval
of  Exim:
     (b)     Agent  and  Lenders  shall  not,  by  any  act,  delay, omission or
otherwise  be  deemed  to have expressly or impliedly waived any of its or their
rights, powers and/or remedies unless such waiver shall be in writing and signed
as  provided  herein.  Any  such  waiver shall be enforceable only to the extent
specifically  set  forth therein.  A waiver by Agent or any Lender of any right,
power  and/or  remedy  on any one occasion shall not be construed as a bar to or
waiver  of  any  such right, power and/or remedy which Agent or any Lender would
otherwise  have  on  any  future occasion, whether similar in kind or otherwise.
(c)     Notwithstanding  anything  to  the contrary contained in Section 11.3(a)
above,  in the event that Borrower or any Guarantor requests that this Agreement
or  any  other Financing Agreements be amended or otherwise modified in a manner
which  would  require  the  unanimous  consent  of  all  of the Lenders and such
amendment  or  other  modification is agreed to by the Required Lenders (but not
all  of  the  other  Lenders), then, with the consent of Borrower and Agent, the
Required  Lenders,  Agent  and  Borrower  may  amend  this Agreement without the
consent  of  the  Lenders  that  did  not  agree  to  such  amendment  or  other
modification  (collectively,  the  "Minority  Lenders")  to  provide  for  the
termination  of  the Commitment of each of the Minority Lenders, the addition to
this Agreement of one or more other Lenders, or an increase in the Commitment of
one  or  more  of  the  Required  Lenders, so that the Commitments, after giving
effect  to  such  amendment,  shall  be  in  the  same  aggregate  amount as the
Commitments  immediately  before  giving effect to such amendment,  if any Loans
are  outstanding  at  the  time of such amendment, the making of such additional
Loans  by  such  new  Lenders or Required Lenders, as the case may be, as may be
necessary  to  repay  in  full  the  outstanding  Loans  of the Minority Lenders
immediately  before  giving  effect  to  such  amendment and  the payment of all
interest, fees and other Obligations payable or accrued in favor of the Minority
Lenders  and  such  other  modifications  to  this Agreement as Borrower and the
Required  Lenders  may  determine  to  be  appropriate.
(d)     The  consent  of  Agent  shall  be required for any amendment, waiver or
consent  affecting  the  rights or duties of Agent hereunder or under any of the
other  Financing Agreements, in addition to the consent of the Lenders otherwise
required  by  this  Section  and  the  exercise  by  Agent  of any of its rights
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hereunder  with  respect  to Reserves or Eligible Accounts or Eligible Inventory
shall  not  be  deemed  an  amendment  to the advance rates provided for in this
Section  11.3.
     11.4     Waiver  of  Counterclaims
     .  Borrower  and  each Guarantor waives all rights to interpose any claims,
deductions,  setoffs  or  counterclaims  of  any  nature  (other than compulsory
counterclaims  or  other  claims or actions that Borrower or any Guarantor would
not  otherwise  be  permitted  to  pursue in a separate action) in any action or
proceeding  with  respect  to this Agreement, the Obligations, the Collateral or
any  matter  arising  therefrom  or  relating  hereto  or  thereto.
     11.5     Indemnification
     .  Borrower  and each Guarantor shall, jointly and severally, indemnify and
hold  Agent  and  each  Lender,  and its officers, directors, agents, employees,
advisors  and counsel and their respective Affiliates (each such person being an
"Indemnitee"),  harmless  from  and against any and all losses, claims, damages,
liabilities,  costs  or  expenses  (including  reasonable  attorneys'  fees  and
expenses)  imposed on, incurred by or asserted against any of them in connection
with  any litigation, investigation, claim or proceeding commenced or threatened
related  to  the  negotiation,  preparation,  execution,  delivery, enforcement,
performance or administration of this Agreement, any other Financing Agreements,
or any undertaking or proceeding related to any of the transactions contemplated
hereby  or any act, omission, event or transaction related or attendant thereto,
including  amounts paid in settlement, court costs, and the fees and expenses of
counsel, except that Borrower and Guarantors shall not have any obligation under
this  Section  11.5  to indemnify an Indemnitee with respect to a matter covered
hereby  resulting  from  the  gross  negligence  or  willful  misconduct of such
Indemnitee as determined pursuant to a final, non-appealable order of a court of
competent  jurisdiction  (but  without  limiting  the obligations of Borrower or
Guarantors  as to any other Indemnitee).   To the extent that the undertaking to
indemnify,  pay and hold harmless set forth in this Section may be unenforceable
because  it violates any law or public policy, Borrower and Guarantors shall pay
the  maximum  portion which it is permitted to pay under applicable law to Agent
and  Lenders  in satisfaction of indemnified matters under this Section.  To the
extent  permitted  by  applicable  law, neither Borrower nor any Guarantor shall
assert,  and  Borrower  and  each Guarantor hereby waives, any claim against any
Indemnitee,  on any theory of liability, for special, indirect, consequential or
punitive  damages  (as  opposed  to direct or actual damages) arising out of, in
connection  with,  or as a result of, this Agreement, any of the other Financing
Agreements  or  any undertaking or transaction contemplated hereby.  All amounts
due  under  this  Section  shall be payable upon demand. The foregoing indemnity
shall  survive the payment of the Obligations and the termination or non-renewal
of  this  Agreement.
     11.6     Limited  Recourse  Against  Holdings
     .     Agent  and  Lenders  shall  have  no  personal recourse to or against
Holdings,  and  Holdings  shall have no personal liability, for or in connection
with  any default or breach by Holdings or Borrower, or any other Person, of any
of  the  terms,  covenants  or conditions of any Financing Agreement, or for any
other  matter or thing in connection with any Financing Agreement, and Agent and
Lenders  shall  look  solely  to  the  Collateral  owned  by  Holdings  for  the
satisfaction  of  any remedy of Agent or any Lender or for the collection of any
judgment (or other judicial process) requiring the payment of money by Holdings,
or  otherwise,  and  no  property of Holdings other than the Collateral owned by
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Holdings  shall be subject to levy, execution or other enforcement procedure for
the  satisfaction  of  any remedy of Agent or any Lender for any such default or
breach,  or  otherwise in connection with any other matter or thing with respect
to  any  Financing  Agreement.
SECTION  12.     THE  AGENT
                 ----------
     12.1     Appointment,  Powers  and  Immunities
     .  Each  Lender irrevocably designates, appoints and authorizes Wachovia to
act as Agent hereunder and under the other Financing Agreements with such powers
as are specifically delegated to Agent by the terms of this Agreement and of the
other  Financing  Agreements,  together with such other powers as are reasonably
incidental  thereto.  Agent  (a) shall have no duties or responsibilities except
those  expressly  set  forth  in  this  Agreement  and  in  the  other Financing
Agreements,  and  shall  not  by reason of this Agreement or any other Financing
Agreement be a trustee or fiduciary for any Lender; (b) shall not be responsible
to Lenders for any recitals, statements, representations or warranties contained
in  this  Agreement  or  in  any  of  the  other Financing Agreements, or in any
certificate or other document referred to or provided for in, or received by any
of  them  under,  this  Agreement  or  any other Financing Agreement, or for the
value,  validity,  effectiveness,  genuineness, enforceability or sufficiency of
this  Agreement  or any other Financing Agreement or any other document referred
to  or  provided  for  herein  or  therein or for any failure by Borrower or any
Obligor  or  any  other  Person  to  perform any of its obligations hereunder or
thereunder;  and (c) shall not be responsible to Lenders for any action taken or
omitted  to  be  taken by it hereunder or under any other Financing Agreement or
under  any  other  document  or instrument referred to or provided for herein or
therein  or  in  connection  herewith  or  therewith,  except  for its own gross
negligence  or  willful  misconduct  as  determined  by  a  final non-appealable
judgment  of  a  court  of  competent jurisdiction.  Agent may employ agents and
attorneys-in-fact  and shall not be responsible for the negligence or misconduct
of any such agents or attorneys-in-fact selected by it in good faith.  Agent may
deem  and  treat  the  payee  of any note as the holder thereof for all purposes
hereof  unless and until the assignment thereof pursuant to an agreement (if and
to  the  extent  permitted  herein)  in form and substance satisfactory to Agent
shall  have  been  delivered  to  and  acknowledged  by  Agent.
     12.2     Reliance  by  Agent
     .  Agent  shall be entitled to rely upon any certification, notice or other
communication  (including any thereof by telephone, telecopy, telex, telegram or
cable)  believed  by it in good faith to be genuine and correct and to have been
signed  or sent by or on behalf of the proper Person or Persons, and upon advice
and  statements  of  legal  counsel,  independent  accountants and other experts
selected  by  Agent.  As  to  any  matters  not  expressly  provided for by this
Agreement  or  any  other Financing Agreement, Agent shall in all cases be fully
protected  in  acting,  or in refraining from acting, hereunder or thereunder in
accordance  with instructions given by the Required Lenders or all of Lenders as
is  required  in such circumstance, and such instructions of such Agents and any
action taken or failure to act pursuant thereto shall be binding on all Lenders.
     12.3     Events  of  Default.
     (a)     Agent  shall  not  be  deemed  to  have  knowledge or notice of the
occurrence  of  an Event of Default or other failure of a condition precedent to
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the  Loans and Letter of Credit Accommodations hereunder, unless and until Agent
has  received written notice from a Lender, or Borrower specifying such Event of
Default  or any unfulfilled condition precedent, and stating that such notice is
a "Notice of Default or Failure of Condition".  In the event that Agent receives
such a Notice of Default or Failure of Condition, Agent shall give prompt notice
thereof  to the Lenders.  Agent shall (subject to Section 12.7) take such action
with  respect  to any such Event of Default or failure of condition precedent as
shall  be  directed  by  the  Required Lenders; provided, that, unless and until
Agent shall have received such directions, Agent may (but shall not be obligated
to)  take such action, or refrain from taking such action, with respect to or by
reason  of  such Event of Default or failure of condition precedent, as it shall
deem advisable in the best interest of Lenders.  Without limiting the foregoing,
and  notwithstanding  the existence or occurrence and continuance of an Event of
Default  or  any  other  failure  to satisfy any of the conditions precedent set
forth  in Section 4 of this Agreement to the contrary, Agent may, but shall have
no  obligation to, continue to make Loans and issue or cause to be issued Letter
of  Credit  Accommodations for the ratable account and risk of Lenders from time
to  time  if Agent believes making such Loans or issuing or causing to be issued
such  Letter  of  Credit  Accommodations  is  in  the best interests of Lenders.
(b)     Except  with the prior written consent of Agent, no Lender may assert or
exercise  any  enforcement  right  or  remedy in respect of the Loans, Letter of
Credit  Accommodations  or other Obligations, as against Borrower or any Obligor
or  any  of  the  Collateral  or  other  property  of  Borrower  or any Obligor.
     12.4     Wachovia  in  its  Individual  Capacity
     .  With  respect  to its Commitment and the Loans made and Letter of Credit
Accommodations  issued or caused to be issued by it (and any successor acting as
Agent),  so long as Wachovia shall be a Lender hereunder, it shall have the same
rights  and  powers  hereunder  as any other Lender and may exercise the same as
though  it  were  not acting as Agent, and the term "Lender" or "Lenders" shall,
unless  the  context  otherwise  indicates,  include  Wachovia in its individual
capacity  as Lender hereunder.  Wachovia (and any successor acting as Agent) and
its Affiliates may (without having to account therefor to any Lender) lend money
to,  make  investments  in  and  generally  engage  in any kind of business with
Borrower (and any of its Subsidiaries or Affiliates) as if it were not acting as
Agent,  and  Wachovia and its Affiliates may accept fees and other consideration
from  Borrower  or  any Guarantor and any of its Subsidiaries and Affiliates for
services  in  connection  with  this  Agreement  or  otherwise without having to
account  for  the  same  to  Lenders.
     12.5     Indemnification
     .  Lenders  agree  to  indemnify  Agent  (to  the  extent not reimbursed by
Borrower  hereunder  and without limiting any obligations of Borrower hereunder)
ratably, in accordance with their Pro Rata Shares, for any and all claims of any
kind  and  nature  whatsoever  that  may  be imposed on, incurred by or asserted
against  Agent  (including  by  any  Lender)  arising out of or by reason of any
investigation  in  or in any way relating to or arising out of this Agreement or
any other Financing Agreement or any other documents contemplated by or referred
to  herein  or  therein  or  the  transactions  contemplated  hereby  or thereby
(including  the  costs and expenses that Agent is obligated to pay hereunder) or
the  enforcement  of  any  of  the  terms hereof or thereof or of any such other
documents, provided, that, no Lender shall be liable for any of the foregoing to
the  extent  it  arises  from  the gross negligence or willful misconduct of the
party  to  be  indemnified as determined by a final non-appealable judgment of a
court  of  competent  jurisdiction.  The  foregoing  indemnity shall survive the
payment of the Obligations and the termination or non-renewal of this Agreement.
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     12.6     Non-Reliance  on  Agent  and  Other  Lenders
     .  Each  Lender  agrees  that it has, independently and without reliance on
Agent  or  other  Lender,  and based on such documents and information as it has
deemed  appropriate,  made  its own credit analysis of Borrower and Obligors and
has  made  its  own  decision  to  enter  into  this Agreement and that it will,
independently  and without reliance upon Agent or any other Lender, and based on
such  documents  and  information  as  it  shall  deem  appropriate at the time,
continue  to  make its own analysis and decisions in taking or not taking action
under  this Agreement or any of the other Financing Agreements.  Agent shall not
be  required  to  keep  itself  informed  as to the performance or observance by
Borrower or any Obligor of any term or provision of this Agreement or any of the
other  Financing  Agreements  or  any other document referred to or provided for
herein  or  therein  or  to  inspect  the properties or books of Borrower or any
Obligor.  Agent  will  use  reasonable  efforts  to  provide  Lenders  with  any
information  received by Agent from Borrower or any Obligor which is required to
be  provided  to  Lenders  hereunder and with a copy of any Notice of Default or
Failure  of  Condition  received by Agent from Borrower or any Lender; provided,
that,  Agent  shall not be liable to any Lender for any failure to do so, except
to  the extent that such failure is attributable to Agent's own gross negligence
or  willful  misconduct  as  determined  by a final non-appealable judgment of a
court  of  competent  jurisdiction.  Except  for  notices,  reports  and  other
documents  expressly  required  to  be  furnished to Lenders by Agent hereunder,
Agent  shall  not have any duty or responsibility to provide any Lender with any
other credit or other information concerning the affairs, financial condition or
business  of Borrower or any Obligor that may come into the possession of Agent.
     12.7     Failure  to  Act
     .  Except  for  action  expressly required of Agent hereunder and under the
other  Financing-  Agreements,  Agent  shall  in all cases be fully justified in
failing  or  refusing  to  act  hereunder and thereunder unless it shall receive
further  assurances  to  its  satisfaction from Lenders of their indemnification
obligations  under Section 12.5 hereof against any and all liability and expense
that  may  be  incurred by it by reason of taking or continuing to take any such
action.
     12.8     Additional  Loans
..  Agent  shall  not  make  any  Revolving Loans or provide any Letter of Credit
Accommodations  to  Borrower  on behalf of Lenders intentionally and with actual
knowledge  that  such  Revolving  Loans or Letter of Credit Accommodations would
cause  the  aggregate amount of the total outstanding Revolving Loans and Letter
of  Credit  Accommodations  to  Borrower  to  exceed  the  Borrowing Base or the
Export-Related Borrowing Base, without the prior consent of all Lenders, except,
that,  Agent  may  make such additional Non-Exim Revolving Loans or provide such
additional  Non-Exim  Letter  of  Credit  Accommodations  on  behalf of Lenders,
intentionally  and  with  actual knowledge that such Non-Exim Revolving Loans or
Non-Exim  Letter  of  Credit  Accommodations  will  cause  the total outstanding
Non-Exim  Revolving  Loans  and  Non-Exim  Letter  of  Credit  Accommodations to
Borrower  to exceed the Borrowing Base, as Agent may deem necessary or advisable
in  its  discretion;  provided,  that:  (a)  the  total  principal amount of the
additional  Non-Exim  Revolving  Loans  or  Non-Exim additional Letter of Credit
Accommodations  to Borrower which Agent may make or provide after obtaining such
actual  knowledge  that the aggregate principal amount of the Non-Exim Revolving
Loans and Non-Exim Letter of Credit Accommodations equal or exceed the Borrowing
Base,  plus  the  amount  of  Special  Agent  Advances  made pursuant to Section
12.11(a)(i)  and (a)(ii) hereof then outstanding, shall not exceed the lesser of
(x)  an  amount  equal to ten percent (10%) of the Borrowing Base at any time or
(y)  the  Maximum  Revolving  Credit  less  the  outstanding  amount of all Exim
Revolving  Loans  and  Exim  Letter  of  Credit  Accommodations  and (b) no such
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additional  Non-Exim  Revolving  Loan or Non-Exim Letter of Credit Accommodation
shall  be  outstanding more than ninety (90) days after the date such additional
Non-Exim  Revolving  Loan  or Non-Exim Letter of Credit Accommodation is made or
issued (as the case may be), except as the Required Lenders may otherwise agree.
Each  Lender shall be obligated to pay Agent the amount of its Pro Rata Share of
any  such  additional  Non-Exim  Revolving  Loans  or  Non-Exim Letter of Credit
Accommodations.
     12.9     Concerning  the  Collateral  and  the Related Financing Agreements
     .  Each  Lender  authorizes  and directs Agent to enter into this Agreement
and the other Financing Agreements.  Each Lender agrees that any action taken by
Agent  or Required Lenders in accordance with the terms of this Agreement or the
other  Financing  Agreements  and  the  exercise by Agent or Required Lenders of
their  respective  powers  set forth therein or herein, together with such other
powers  that are reasonably incidental thereto, shall be binding upon all of the
Lenders.
     12.10     Field  Audit,  Examination  Reports  and  Other  Information;
Disclaimer  by  Lenders
     .  By  signing  this  Agreement,  each  Lender:
     (a)     is  deemed  to  have  requested  that  Agent  furnish  such Lender,
promptly  after  it becomes available, a copy of each field audit or examination
report  and a weekly report with respect to the Borrowing Base prepared by Agent
(each  field  audit or examination report and monthly report with respect to the
Borrowing  Base  being  referred  to  herein  as  a  "Report"  and collectively,
"Reports");
(b)     expressly  agrees  and  acknowledges  that  Agent  (i) does not make any
representation  or  warranty as to the accuracy of any Report, or (ii) shall not
be  liable  for  any  information  contained  in  any  Report;
(c)     expressly agrees and acknowledges that the Reports are not comprehensive
audits  or  examinations,  that Agent or any other party performing any audit or
examination  will  inspect  only  specific  information  regarding  Borrower and
Guarantors and will rely significantly upon Borrower's and Guarantors' books and
records,  as well as on representations of Borrower's and Guarantors' personnel;
and
(d)     agrees  to  keep  all Reports confidential and strictly for its internal
use  in  accordance with the terms of Section 13.5 hereof, and not to distribute
or  use  any  Report  in  any  other  manner.
     12.11     Collateral  Matters.
     (a)     Agent  may,  at  its  option,  from time to time, at any time on or
after  an  Event  of Default and for so long as the same is continuing make such
disbursements  and  advances ("Special Agent Advances") which Agent, in its sole
discretion,  (i)  deems necessary or desirable either to preserve or protect the
Collateral or any portion thereof or  (ii) to enhance the likelihood or maximize
the  amount  of  repayment  by  Borrower  and  Guarantors of the Loans and other
Obligations  or  (iii)  to  pay  any  other amount chargeable to Borrower or any
Guarantor  pursuant to the terms of this Agreement or any of the other Financing
Agreements  consisting of costs, fees and expenses and payments to any issuer of
Letter  of Credit Accommodations; provided, that, the aggregate principal amount
of  the  Special  Agent Advances pursuant to clauses (i) and(ii) above, plus the
then  outstanding  principal amount of the additional Loans and Letter of Credit
Accommodations  which  Agent  may  make  or provide as set forth in Section 12.8
hereof,  shall  not exceed an amount equal to ten percent (10%) of the Borrowing
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Base  at  any  time.  Special Agent Advances shall be repayable on demand and be
secured  by  the  Collateral.  Special Agent Advances shall not constitute Loans
but  shall  otherwise constitute Obligations hereunder.  Agent shall notify each
Lender  and Borrower in writing of each such Special Agent Advance, which notice
shall  include  a  description  of  the  purpose  of such Special Agent Advance.
Without  limitation  of  its  obligations  pursuant  to Section 6.9, each Lender
agrees  that  it  shall  make  available  to  Agent,  upon  Agent's  demand,  in
immediately available funds, the amount equal to such Lender's Pro Rata Share of
each  such Special Agent Advance.  If such funds are not made available to Agent
by  such  Lender,  Agent shall be entitled to recover such funds, on demand from
such  Lender  together  with  interest  thereon  for each day from the date such
payment was due until the date such amount is paid to Agent at the Federal Funds
Rate  for  each day during such period (as published by the Federal Reserve Bank
of  New  York  or  at  Agent's option based on the arithmetic mean determined by
Agent  of the rates for the last transaction in overnight Federal funds arranged
prior to 9:00 a.m. (New York City time) on that day by each of the three leading
brokers of Federal funds transactions in New York City selected by Agent) and if
such  amounts  are  not  paid  within  three  (3) days of Agent's demand, at the
highest  Interest  Rate  provided  for in Section 3.1 hereof applicable to Prime
Rate  Loans.
(b)     Lenders  hereby  irrevocably  authorize  Agent, at its option and in its
discretion  to,  and  Agent  agrees with Borrower that it shall, with respect to
clauses  (i), (ii), (iii) and (vi) below only, release any security interest in,
mortgage  or  lien  upon,  any  of  the  Collateral  (i) upon termination of the
Commitments  and  payment  of  all  of  the  Obligations  and  delivery  of cash
collateral to the extent required under Section 13.1 below, or (ii) constituting
property  being sold or disposed of if Borrower certifies to Agent that the sale
or disposition is made in compliance with Section 9.7 hereof (and Agent may rely
conclusively  on  any  such  certificate,  without  further  inquiry),  or (iii)
constituting property in which Borrower or any Guarantor did not own an interest
at  the  time the security interest, mortgage or lien was granted or at any time
thereafter,  or  (iv)  having  a value in the aggregate in any twelve (12) month
period  of  less  than $250,000 and to the extent permitted to be released under
the  Exim Guarantee Documents, or (v) upon the sale, lease, transfer, assignment
or  disposition  of any property of Borrower or any Guarantor in connection with
an  Enforcement Action or (vi) if approved, authorized or ratified in writing by
all  of  Lenders.  Except as provided above, Agent will not release any security
interest  in,  mortgage  or  lien  upon, any of the Collateral without the prior
written  authorization  of  all  of Lenders.  Upon request by Agent at any time,
Lenders will promptly confirm in writing Agent's authority to release particular
types  or  items  of  Collateral  pursuant  to  this  Section.
(c)     Without  any  manner  limiting  Agent's  authority  to  act  without any
specific  or  further  authorization  or  consent  by the Required Lenders, each
Lender  agrees  to  confirm  in writing, upon request by Agent, the authority to
release Collateral conferred upon Agent under this Section.  Agent shall (and is
hereby  irrevocably  authorized  by Lenders to) execute such documents as may be
necessary  to  evidence  the release of the security interest, mortgage or liens
granted  to  Agent  upon any Collateral to the extent set forth above; provided,
that,  (i)  Agent  shall  not  be required to execute any such document on terms
which,  in  Agent's  opinion,  would  expose  Agent  to  liability or create any
obligations  or  entail  any consequence other than the release of such security
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interest,  mortgage or liens without recourse or warranty and  (ii) such release
shall  not  in  any  manner  discharge,  affect or impair the Obligations or any
security  interest,  mortgage  or  lien  upon (or obligations of Borrower or any
Guarantor  in respect of) the Collateral retained by Borrower or such Guarantor.
(d)     Agent  shall  have  no  obligation whatsoever to any Lender or any other
Person  to investigate, confirm or assure that the Collateral exists or is owned
by  Borrower  or any Guarantor or is cared for, protected or insured or has been
encumbered,  or  that  any  particular  items of Collateral meet the eligibility
criteria  applicable  in respect of the Loans or Letter of Credit Accommodations
hereunder, or whether any particular reserves are appropriate, or that the liens
and  security interests granted to Agent pursuant hereto or any of the Financing
Agreements  or otherwise have been properly or sufficiently or lawfully created,
perfected,  protected or enforced or are entitled to any particular priority, or
to  exercise  at  all  or  in  any  particular manner or under any duty of care,
disclosure  or  fidelity,  or  to  continue  exercising,  any  of  the  rights,
authorities and powers granted or available to Agent in this Agreement or in any
of  the  other  Financing  Agreements,  it  being  understood and agreed that in
respect  of the Collateral, or any act, omission or event related thereto, Agent
may  act in any manner it may deem appropriate, in its discretion, given Agent's
own  interest in the Collateral as a Lender and that Agent shall have no duty or
liability  whatsoever  to  any  other  Lender.
     12.12     Agency  for  Perfection
     .  Each  Lender  hereby  appoints  Agent and each other Lender as agent and
bailee  for  the  purpose of perfecting the security interests in and liens upon
the Collateral of Agent in assets which, in accordance with Article 9 of the UCC
can be perfected only by possession (or where the security interest of a secured
party with possession has priority over the security interest of another secured
party) and Agent and each Lender hereby acknowledges that it holds possession of
any  such  Collateral  for  the  benefit  of Agent as secured party.  Should any
Lender  obtain possession of any such Collateral, such Lender shall notify Agent
thereof,  and,  promptly  upon  Agent's  request  therefor  shall  deliver  such
Collateral  to  Agent  or  in  accordance  with  Agent's  instructions.
     12.13     Successor  Agent
     .  Agent  may  resign as Agent upon thirty (30) days' notice to Lenders and
Borrower.  If  Agent  resigns  under  this Agreement, the Required Lenders shall
appoint  from  among the Lenders a successor agent for Lenders.  If no successor
agent  is  appointed  prior  to  the effective date of the resignation of Agent,
Agent may appoint, after consulting with Lenders and Borrower, a successor agent
from  among  Lenders;  provided,  that,  Borrower has provided its prior written
                       --------
consent  so  long  as  no Event of Default has occurred and is continuing (which
consent  shall not be unreasonably withheld or delayed).  Upon the acceptance by
the  Lender  so  selected  of its appointment as successor agent hereunder, such
successor  agent  shall  succeed  to all of the rights, powers and duties of the
retiring  Agent  and  the term "Agent" as used herein and in the other Financing
Agreements shall mean such successor agent and the retiring Agent's appointment,
powers  and  duties  as  Agent  shall be terminated.  After any retiring Agent's
resignation hereunder as Agent, the provisions of this Section 12 shall inure to
its  benefit  as  to any actions taken or omitted by it while it was Agent under
this  Agreement.  If no successor agent has accepted appointment as Agent by the
                                      105
<PAGE>
date  which  is thirty (30) days after the date of a retiring Agent 's notice of
resignation, the retiring Agent's resignation shall nonetheless thereupon become
effective  and  Lenders shall perform all of the duties of Agent hereunder until
such time, if any, as the Required Lenders appoint a successor agent as provided
for  above.
SECTION  13.     TERM  OF  AGREEMENT;  MISCELLANEOUS
                 -----------------------------------
     13.1     Term.
     (a)     This  Agreement  and  the  other  Financing Agreements shall become
effective  as  of the date set forth on the first page hereof and shall continue
in  full  force  and effect for a term ending on the date that is five (5) years
from  the  date  hereof  (the "Renewal Date"), and from year to year thereafter,
unless sooner terminated pursuant to the terms hereof.  Agent may, at its option
(or  shall  at the direction of any Lender in writing received by Agent at least
ninety  (90)  days  prior  to the Renewal Date or the anniversary of any Renewal
Date,  as  the  case  may  be), terminate this Agreement and the other Financing
Agreements,  or  Borrower  may  terminate this Agreement and the other Financing
Agreements, in each case, effective on the Renewal Date or on the anniversary of
the  Renewal  Date in any year by giving to the other party at least ninety (90)
days  prior  written  notice;  provided,  that,  this  Agreement  and  all other
Financing  Agreements  must be terminated simultaneously.  In addition, Borrower
may terminate this Agreement at any time upon ten (10) days prior written notice
to  Agent  (which notice shall be irrevocable) and Agent may, at its option, and
shall at the direction of Required Lenders, terminate this Agreement at any time
on  or  after an Event of Default.  Upon the Renewal Date or any other effective
date of termination of the Financing Agreements, Borrower shall pay to Agent all
outstanding  and  unpaid  Obligations and shall furnish cash collateral to Agent
(or at Agent's option, a letter of credit issued for the account of Borrower and
at Borrower's expense, in form and substance satisfactory to Agent, by an issuer
acceptable  to  Agent  and  payable  to Agent as beneficiary) in such amounts as
Agent determines are reasonably necessary to secure Agent and Lenders from loss,
cost,  damage  or expense, including attorneys' fees and expenses, in connection
with  any  contingent  Obligations,  including  issued and outstanding Letter of
Credit Accommodations and checks or other payments provisionally credited to the
Obligations  and/or  as  to which Agent or any Lender has not yet received final
and  indefeasible  payment.  The  amount  of  such cash collateral (or letter of
credit,  as Agent may determine) as to any Letter of Credit Accommodations shall
be  in  the amount equal to one hundred five (105%) percent of the amount of the
Letter of Credit Accommodations plus the amount of any fees and expenses payable
in  connection  therewith  through the end of the latest expiration date of such
Letter  of  Credit  Accommodations.  Such payments in respect of the Obligations
and  cash  collateral shall be remitted by wire transfer in Federal funds to the
Agent  Payment Account or such other bank account of Agent, as Agent may, in its
discretion,  designate  in writing to Borrower for such purpose.  Interest shall
be  due  until  and  including  the next Business Day, if the amounts so paid by
Borrower  to the Agent Payment Account or other bank account designated by Agent
are  received  in  such  bank  account  later  than  12:00  noon,  Chicago time.
(b)     No termination of this Agreement or the other Financing Agreements shall
relieve  or  discharge  Borrower  or  any  Guarantor  of  its respective duties,
obligations and covenants under this Agreement or the other Financing Agreements
until  all  Obligations have been fully and finally paid, and Agent's continuing
security  interest  in  the  Collateral and the rights and remedies of Agent and
Lenders  hereunder,  under  the  other  Financing Agreements and applicable law,
shall  remain  in  effect until all such Obligations have been fully and finally
paid.  Accordingly,  Borrower  and  each Guarantor waives any rights it may have
under the UCC to demand the filing of termination statements with respect to the
                                      106
<PAGE>
Collateral  and  Agent shall not be required to send such termination statements
to  Borrower  or  Guarantors, or to file them with any filing office, unless and
until this Agreement shall have been terminated in accordance with its terms and
all  Obligations  paid  in  full  in  immediately  available  funds.
(c)     If  for any reason this Agreement is terminated before the date which is
the  first  anniversary  of  the  date hereof, in view of the impracticality and
extreme difficulty of ascertaining actual damages and by mutual agreement of the
parties as to a reasonable calculation of Agent's and each Lender's lost profits
as  a result thereof, Borrower agrees to pay to Agent for itself and the ratable
benefit  of  Lenders,  upon  the  effective  date  of such termination, an early
termination  fee  in  the  amount equal to 0.50% of the Maximum Revolving Credit
then  in  effect.  Such early termination fee shall be presumed to be the amount
of  damages sustained by Agent and Lenders as a result of such early termination
and  Borrower and Guarantors agree that it is reasonable under the circumstances
currently  existing.  In  addition,  Agent and Lenders shall be entitled to such
early  termination  fee upon the occurrence of any Event of Default described in
Sections  10.1(g)  and 10.1(h) hereof prior to the first anniversary of the date
hereof,  even  if  Agent and Lenders do not exercise the right to terminate this
Agreement,  but  elect,  at  their  option,  to provide financing to Borrower or
permit  the use of cash collateral under the United States Bankruptcy Code.  The
early termination fee provided for in this Section 13.1 shall be deemed included
in  the Obligations.  Such early termination fee shall be waived in the event of
a  refinancing  of  the Credit Facility pursuant to which all of the Obligations
are paid in full in cash and for which Wachovia Bank, National Association or an
Affiliate  thereof  serves  as  "Agent".
     13.2     Interpretative  Provisions.
     (a)     All  terms used herein which are defined in Article 1, Article 8 or
Article  9  of  the  UCC  shall have the meanings given therein unless otherwise
defined  in  this  Agreement.
(b)     All  references to the plural herein shall also mean the singular and to
the  singular  shall also mean the plural unless the context otherwise requires.
(c)     All  references  to  Borrower,  any  Guarantor,  any  Obligor, Agent and
Lenders  pursuant to the definitions set forth in the recitals hereto, or to any
other  person  herein,  shall  include  their respective successors and assigns.
(d)     The words "hereof", "herein", "hereunder", "this Agreement" and words of
similar  import  when  used in this Agreement shall refer to this Agreement as a
whole  and  not any particular provision of this Agreement and as this Agreement
now  exists  or  may  hereafter  be  amended,  modified, supplemented, extended,
renewed,  restated  or  replaced.
(e)     The  word "including" when used in this Agreement shall mean "including,
without  limitation".
(f)     An  Event of Default shall exist or continue or be continuing until such
Event  of Default is waived in accordance with Section 11.3 or is cured, if such
Event  of  Default  is  capable  of  being  cured.
                                      107
<PAGE>
(g)     All  references  to the term "good faith" used herein when applicable to
Agent  or  any  Lender  shall  mean,  notwithstanding  anything  to the contrary
contained  herein  or  in the UCC, honesty in fact in the conduct or transaction
concerned.  Borrower and Guarantors shall have the burden of proving any lack of
good  faith  on  the  part  of  Agent  or  any Lender alleged by Borrower or any
Guarantor  at  any  time.
(h)     Any  accounting term used in this Agreement shall have, unless otherwise
specifically  provided  herein, the meaning customarily given in accordance with
GAAP,  and  all  financial  computations  hereunder  shall  be  computed  unless
otherwise  specifically  provided  herein,  in  accordance  with  GAAP.
(i)     In  the  computation of periods of time from a specified date to a later
specified  date,  the word "from" means "from and including", the words "to" and
"until"  each  mean  "to  but  excluding"  and  the word "through" means "to and
including".
(j)     Unless otherwise expressly provided herein, (i) references herein to any
agreement,  document  or  instrument  shall  be deemed to include all subsequent
amendments,  modifications,  supplements,  extensions, renewals, restatements or
replacements  with  respect  thereto,  but  only  to the extent the same are not
prohibited  by  the  terms  hereof or of any other Financing Agreement, and (ii)
references  to  any  statute  or regulation are to be construed as including all
statutory  and  regulatory  provisions  consolidating,  amending,  replacing,
recodifying,  supplementing  or  interpreting  the  statute  or  regulation.
(k)     The  captions  and  headings  of  this  Agreement are for convenience of
reference  only  and  shall  not  affect  the  interpretation of this Agreement.
(l)     This  Agreement  and  the  other  Financing Agreements are the result of
negotiations  among  and  have  been  reviewed by counsel to Agent and the other
parties,  and  are the products of all parties.  Accordingly, this Agreement and
the  other  Financing Agreements shall not be construed against Agent or Lenders
merely  because  of  Agent's  or  any Lender's involvement in their preparation.
     13.3     Notices
     .  All  notices,  requests  and  demands  hereunder shall be in writing and
deemed  to  have  been  given or made:  if delivered in person, immediately upon
delivery;  if  by  telex,  telegram  or facsimile transmission, immediately upon
sending  and upon confirmation of receipt; if by nationally recognized overnight
courier  service  with  instructions  to  deliver the next Business Day, one (1)
Business  Day after sending; and if by certified mail, return receipt requested,
five (5) days after mailing.  All notices, requests and demands upon the parties
are  to  be  given  to  the following addresses (or to such other address as any
party  may  designate  by  notice  in  accordance  with  this  Section):
                                      108
<PAGE>
If  to  Borrower  or  any  Guarantor:
     The  GSI  Group,  Inc.
     1004  E.  Illinois  Street
     Assumption,  IL  62510
     Attention:  Russell  C.  Mello  -  CFO
     Telephone  No.:  (217)  226-5026
     Telecopy  No.:  (217)  226-6026
with  a  copy  to:
     Charlesbank  Capital  Partners  LLC
     600  Atlantic  Avenue,  26th  Floor
     Boston,  Massachusetts  02210
     Attention:  Andrew  S.  Janower
     Telephone  No.:  (617)  619-5400
     Telecopy  No.:  (617)  619-5402
If  to  Agent:
     Wachovia  Capital  Finance  Corporation  (Central)
     150  S.  Wacker  Drive
     Chicago,  IL  60606
     Attention:  Steve  Linderman  -  GSI  Account  Manager
     Telephone  No.:  (312)  332-0420  ext.  231
     Telecopy  No.:  (312)  444-9423
with  a  copy  to:
     Latham  &  Watkins
     233  S.  Wacker  Drive,  Suite  5800
     Chicago,  IL  60606
     Attention:  Donald  Schwartz
     Telephone  No.:  (312)  876-7631
     Telecopy  No.:  (312)  997-9878

     13.4     Partial  Invalidity
     .  If  any  provision  of  this  Agreement  is  held  to  be  invalid  or
unenforceable,  such  invalidity  or  unenforceability shall not invalidate this
Agreement as a whole, but this Agreement shall be construed as though it did not
contain  the  particular  provision  held to be invalid or unenforceable and the
rights  and  obligations  of the parties shall be construed and enforced only to
such  extent  as  shall  be  permitted  by  applicable  law.
     13.5     Successors
     .  This  Agreement,  the  other Financing Agreements and any other document
referred  to herein or therein shall be binding upon and inure to the benefit of
and  be enforceable by Agent, Lenders, Borrower, Guarantors and their respective
successors  and  assigns,  except  that Borrower may not assign its rights under
this  Agreement,  the other Financing Agreements and any other document referred
to  herein  or  therein  without the prior written consent of Agent and Lenders.
Any  such  purported assignment without such express prior written consent shall
be  void.  No  Lender may assign its rights and obligations under this Agreement
without  the  prior written consent of Agent, except as provided in Section 13.6
below.  The  terms  and  provisions  of  this  Agreement and the other Financing
                                      109
<PAGE>
Agreements  are  for the purpose of defining the relative rights and obligations
of  Borrower,  Guarantors,  Agent  and  Lenders with respect to the transactions
contemplated  hereby  and  there shall be no third party beneficiaries of any of
the  terms  and  provisions  of  this  Agreement  or  any of the other Financing
Agreements.
     13.6     Assignments;  Participations.
     (a)     Each Lender may assign all or, if less than all, a portion equal to
at  least  $5,000,000  in the aggregate for the assigning Lender, of such rights
and  obligations  under  this  Agreement  to one or more Eligible Transferees or
Approved  Funds  (but not including for this purpose any assignments in the form
of  a  participation),  each  of  which  assignees  shall become a party to this
Agreement  as  a  Lender  by execution of an Assignment and Acceptance; provided
that  so long as no Event of Default has occurred and is continuing, the consent
of  Borrower  shall be required in connection with any assignment to an Eligible
Transferee  described  in  clauses  (c)  and  (d)  of the definition of Eligible
Transferee  (such  consent  not  to  be unreasonably withheld); provided further
that,  (i)  such  transfer or assignment will not be effective until recorded by
Agent  on  the  Register and (ii) Agent shall have received for its sole account
payment  of  a  processing  fee from the assigning Lender or the assignee in the
amount  of  $5,000.  Anything  contained herein to the contrary notwithstanding,
the  consent  of Borrower or Agent shall not be required, the minimum assignment
amount shall not be applicable such transfer or assignment shall not be required
to  be  recorded by Agent on the Register in order to be effective, and payments
of  the processing fee shall not be required if such assignment is in connection
with any merger, consolidation, or sale, transfer or other disposition of all or
any substantial portion of the business or loan portfolio of a Lender; provided,
                                                                       --------
however,  that  Borrower and Agent may continue to deal solely and directly with
-------
the assigning Lender in connection with the interest so assigned until such time
as  written notice of such assignment shall have been delivered by the assigning
Lender  or  the  assignee  to  Agent.
(b)     Agent  shall  maintain a register of the names and addresses of Lenders,
their  Commitments  and  the  principal  amount of their Loans (the "Register").
Agent  shall also maintain a copy of each Assignment and Acceptance delivered to
and  accepted  by  it  and  shall  modify  the  Register  to give effect to each
Assignment  and Acceptance.  The entries in the Register shall be conclusive and
binding  for  all  purposes,  absent manifest error, and Borrower, any Obligors,
Agent  and  Lenders may treat each Person whose name is recorded in the Register
as a Lender hereunder for all purposes of this Agreement.  The Register shall be
available  for  inspection by Borrower and any Lender at any reasonable time and
from  time  to  time  upon  reasonable  prior  notice.
(c)     Upon  such execution, delivery, acceptance and recording, from and after
the  effective  date  specified in each Assignment and Acceptance,  the assignee
thereunder shall be a party hereto and to the other Financing Agreements and, to
the  extent  that  rights  and  obligations  hereunder  have been assigned to it
pursuant  to  such  Assignment  and  Acceptance, have the rights and obligations
(including,  without  limitation,  the  obligation  to  participate in Letter of
Credit  Accommodations)  of a Lender hereunder and thereunder and  the assigning
Lender  shall,  to  the  extent  that rights and obligations hereunder have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights
and  be  released  from  its  obligations  under  this  Agreement.
                                      110
<PAGE>
(d)     By  execution and delivery of an Assignment and Acceptance, the assignor
and  assignee  thereunder  confirm  to  and  agree with each other and the other
parties  hereto  as  follows:  (i) other than as provided in such Assignment and
Acceptance, the assigning Lender makes no representation or warranty and assumes
no  responsibility with respect to any statements, warranties or representations
made  in  or  in  connection  with  this Agreement or any of the other Financing
Agreements  or the execution, legality, enforceability, genuineness, sufficiency
or  value  of  this Agreement or any of the other Financing Agreements furnished
pursuant  hereto,  (ii) the assigning Lender makes no representation or warranty
and  assumes  no  responsibility  with  respect  to  the  financial condition of
Borrower,  any  Obligor  or  any  of  their  Subsidiaries  or the performance or
observance  by  Borrower  or  any  Obligor of any of the Obligations; (iii) such
assignee  confirms  that  it has received a copy of this Agreement and the other
Financing  Agreements, together with such other documents and information it has
deemed  appropriate  to  make its own credit analysis and decision to enter into
such  Assignment  and  Acceptance,  (iv)  such  assignee will, independently and
without  reliance  upon  the assigning Lender, Agent and based on such documents
and  information  as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Agreement and the
other  Financing  Agreements, (v) such assignee appoints and authorizes Agent to
take  such  action as agent on its behalf and to exercise such powers under this
Agreement  and  the  other Financing Agreements as are delegated to Agent by the
terms hereof and thereof, together with such powers as are reasonably incidental
thereto,  and  (vi) such assignee agrees that it will perform in accordance with
their  terms all of the obligations which by the terms of this Agreement and the
other  Financing  Agreements  are  required  to  be performed by it as a Lender.
Agent and Lenders may furnish any information concerning Borrower or any Obligor
in  the  possession  of  Agent  or any Lender from time to time to assignees and
Participants.
(e)     Each  Lender  may  sell  participations  to  one  or more banks or other
entities  in  or  to  all  or a portion of its rights and obligations under this
Agreement and the other Financing Agreements (including, without limitation, all
or  a portion of its Commitments and the Loans owing to it and its participation
in  the  Letter  of  Credit  Accommodations, without the consent of Agent or the
other  Lenders);  provided,  that,  (i)  such  Lender's  obligations  under this
Agreement  (including,  without  limitation,  its  Commitment hereunder) and the
other Financing Agreements shall remain unchanged, (ii) such Lender shall remain
solely  responsible  to  the  other  parties  hereto for the performance of such
obligations,  and  Borrower,  Guarantors,  the  other  Lenders  and  Agent shall
continue  to  deal  solely and directly with such Lender in connection with such
Lender's  rights  and  obligations  under this Agreement and the other Financing
Agreements,  and  (iii)  the  Participant  shall  not have any rights under this
Agreement  or  any  of  the other Financing Agreements (the Participant's rights
against  such  Lender  in respect of such participation to be those set forth in
the  agreement  executed  by  such  Lender  in favor of the Participant relating
thereto)  and  all amounts payable by Borrower or any Obligor hereunder shall be
determined  as  if  such  Lender  had  not  sold  such  participation.
(f)     Nothing  in  this  Agreement  shall  prevent or prohibit any Lender from
pledging  its Loans hereunder to a Federal Reserve Bank in support of borrowings
made  by  such  Lenders  from  such  Federal  Reserve  Bank.
                                      111
<PAGE>
(g)     Borrower  and  Guarantors  shall assist Agent or any Lender permitted to
sell  assignments  or  participations under this Section 13.6 in whatever manner
reasonably  necessary  in  order  to  enable  or  effect  any such assignment or
participation,  including (but not limited to) the execution and delivery of any
and  all  agreements,  notes  and  other  documents  and instruments as shall be
requested  and  the  delivery  of  informational  materials, appraisals or other
documents  for,  and  the  participation  of relevant management in meetings and
conference  calls  with,  potential  Lenders  or  Participants.  Borrower  shall
certify the correctness, completeness and accuracy, in all material respects, of
all descriptions of Borrower and Guarantors and their affairs provided, prepared
or  reviewed  by  Borrower  or  any  Guarantor that are contained in any selling
materials  and  all  other  information  provided  by  it  and  included in such
materials.
(h)     To  the extent the ratio of (x) the outstanding principal balance of the
Obligations  (other than Obligations arising under the Exim Facility) to (y) the
outstanding principal balance of the Obligations under the Exim Facility is less
than  1.0 to 1.0, each of the Lenders agrees to, if requested by Exim, assign to
Exim  all  of  its  right,  title  and interest in and to (A) the portion of the
Financing  Agreements  relating  to  the  Exim Facility and (B) the Exim Primary
Collateral, in each case pursuant to an assignment agreement, and such terms and
conditions,  that  are  acceptable  to  Exim,  Agent  and  each  Lender.
     13.7     Entire  Agreement
     .  This  Agreement,  the other Financing Agreements, any supplements hereto
or  thereto,  and  any  instruments or documents delivered or to be delivered in
connection  herewith  or  therewith  represents  the  entire  agreement  and
understanding  concerning  the  subject  matter  hereof  and thereof between the
parties  hereto,  and  supersede  all  other  prior  agreements, understandings,
negotiations  and  discussions,  representations,  warranties,  commitments,
proposals,  offers  and  contracts concerning the subject matter hereof, whether
oral  or  written.  In  the event of any inconsistency between the terms of this
Agreement  and any schedule or exhibit hereto, the terms of this Agreement shall
govern.
     13.8     Counterparts,  Etc
     .  This  Agreement or any of the other Financing Agreements may be executed
in  any  number  of counterparts, each of which shall be an original, but all of
which taken together shall constitute one and the same agreement. Delivery of an
executed  counterpart of this Agreement or any of the other Financing Agreements
by  telefacsimile  shall  have  the  same force and effect as the delivery of an
original  executed  counterpart of this Agreement or any of such other Financing
Agreements.  Any  party delivering an executed counterpart of any such agreement
by  telefacsimile  shall  also deliver an original executed counterpart, but the
failure to do so shall not affect the validity, enforceability or binding effect
of  such  agreement.
     13.9     Confidentiality.
     Agent  and  each  Lender  agree  to  exercise their commercially reasonable
efforts  to  keep  confidential any non-public information delivered pursuant to
the  Financing Agreements and identified as such by Borrower and not to disclose
such  information  to  Persons  other  than  to bona fide potential assignees or
participants  who  have  agreed  to  be bound by this Section 13.9 or to Persons
                                                      ------------
employed by or engaged by Agent a Lender or a Lender's assignees or participants
including  attorneys,  auditors,  professional  consultants,  rating  agencies,
insurance  industry  associations  and  portfolio  management  services.  The
confidentiality  provisions  contained  in  this Section 13.9 shall not apply to
                                                 ------------
                                      112
<PAGE>
disclosures  (i) required to be made by Agent or any Lender to any regulatory or
governmental  agency  or pursuant to legal process or (ii) consisting of general
portfolio  information  that  does  not  identify  Borrower.

                            [signature page follows]


                                      113
<PAGE>



                 [Signature Page to Loan and Security Agreement]
|  ||
     IN  WITNESS  WHEREOF,  Agent,  Lenders, Borrower and Guarantors have caused
these  presents  to be duly executed as of the day and year first above written.

AGENT:                                                   BORROWER:
-----                                                    --------
WACHOVIA  CAPITAL  FINANCE  CORPORATION(CENTRAL)     THE  GSI  GROUP,  INC.


By:     By:
Title:     Title:




REVOLVING  LENDERS:                                   GUARANTORS:
------------------                                    ----------


WACHOVIA  CAPITAL  FINANCE  CORPORATION (CENTRAL)    GSI  HOLDINGS  CORP.

By:                                                   By:
Title:                                                Title:  _


                                           ASSUMPTION  LEASING  COMPANY,  INC.


                                                  By:
                                                  Title:




                                      114
<PAGE>






                                    EXHIBIT A
                                       TO
                           LOAN AND SECURITY AGREEMENT
                           ---------------------------

                       ASSIGNMENT AND ACCEPTANCE AGREEMENT
                       -----------------------------------

     This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Assignment and Acceptance")
dated  as  of _____________, 200_  is made between ________________________ (the
"Assignor")  and  ____________________  (the  "Assignee").
                              W I T N E S S E T H:

     WHEREAS, Wachovia Capital Finance Corporation (Central), in its capacity as
agent  pursuant to the Loan Agreement (as hereinafter defined) acting for and on
behalf  of the lenders that are parties thereto (in such capacity, "Agent"), and
the  lenders  that  are  parties  to  the  Loan  Agreement (individually, each a
"Lender"  and  collectively,  "Lenders") have entered or are about to enter into
financing  arrangements  pursuant  to which Agent and Lenders may make loans and
advances  and  provide  other  financial  accommodations  to The GSI Group, Inc.
("Borrower")  as  set forth in the Loan and Security Agreement, dated _________,
2005,  by  and  among Borrower, certain of its affiliates, Agent and Lenders (as
the  same  now  exists  or  may  hereafter  be  amended, modified, supplemented,
extended,  renewed,  restated  or replaced, the "Loan Agreement"), and the other
agreements,  documents  and  instruments  referred  to  therein  or  at any time
executed and/or delivered in connection therewith or related thereto (all of the
foregoing,  together  with  the  Loan  Agreement,  as  the same now exist or may
hereafter  be  amended,  modified,  supplemented, extended, renewed, restated or
replaced,  being collectively referred to herein as the "Financing Agreements");
WHEREAS,  as  provided  under  the  Loan Agreement, Assignor committed to making
Loans  (the  "Committed Loans") to Borrower in an aggregate amount not to exceed
$___________  (the  "Commitment");
WHEREAS,  Assignor  wishes  to assign to Assignee [part of the] [all] rights and
obligations of Assignor under the Loan Agreement in respect of its Commitment in
an  amount  equal  to  $______________ (the "Assigned Commitment Amount") on the
terms  and  subject  to  the  conditions set forth herein and Assignee wishes to
accept assignment of such rights and to assume such obligations from Assignor on
such  terms  and  subject  to  such  conditions;
NOW,  THEREFORE,  in  consideration  of  the foregoing and the mutual agreements
contained  herein,  the  parties  hereto  agree  as  follows:
1.     Assignment  and  Acceptance.
       ---------------------------
     (a)     Subject  to  the  terms  and  conditions  of  this  Assignment  and
Acceptance,  Assignor  hereby  sells,  transfers  and  assigns  to Assignee, and
Assignee  hereby  purchases,  assumes  and  undertakes  from  Assignor,  without
recourse  and  without  representation  or  warranty (except as provided in this
Assignment  and  Acceptance)  an  interest in (i) the Commitment and each of the
Committed  Loans of Assignor and (ii) all related rights, benefits, obligations,
liabilities  and  indemnities  of  the Assignor under and in connection with the
Loan  Agreement  and the other Financing Agreements, so that after giving effect
thereto,  the  Commitment of Assignee and the Commitment of Assignor shall be as
set  forth  below  and  the  Pro  Rata  Share of Assignee shall be _______ (__%)
<PAGE>
percent  and  the  Pro  Rata  Share  of  Assignor  shall  be ____ (__%) percent.
(b)     With  effect  on  and  after the Effective Date (as defined in Section 5
hereof),  Assignee  shall be a party to the Loan Agreement and succeed to all of
the  rights and be obligated to perform all of the obligations of a Lender under
the  Loan  Agreement,  including the requirements concerning confidentiality and
the  payment  of  indemnification,  with  a Commitment in an amount equal to the
Assigned  Commitment Amount.  Assignee agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Agreement
are required to be performed by it as a Lender.  It is the intent of the parties
hereto  that  the  Commitment  of  Assignor  shall, as of the Effective Date, be
reduced  by an amount equal to the Assigned Commitment Amount and Assignor shall
relinquish  its  rights  and  be  released  from  its obligations under the Loan
Agreement  to  the  extent  such  obligations  have  been  assumed  by Assignee;
provided,  that,  Assignor  shall  not relinquish its rights under Sections 2.1,
6.4,  6.8  and 6.9 of the Loan Agreement to the extent such rights relate to the
time  prior  to  the  Effective  Date.
(c)     After  giving  effect to the assignment and assumption set forth herein,
on  the  Effective  Date  Assignee's  Commitment  will  be  $_____________.
(d)     After  giving  effect to the assignment and assumption set forth herein,
on  the  Effective  Date  Assignor's  Commitment  will  be  $______________.
     2.     Payments.  As  consideration  for  the sale, assignment and transfer
            --------
contemplated  in  Section  1  hereof,  Assignee  shall  pay  to  Assignor on the
Effective  Date in immediately available funds an amount equal to $____________,
representing  Assignee's Pro Rata Share of the principal amount of all Committed
Loans.
3.     Reallocation  of Payments.  Any interest, fees and other payments accrued
       -------------------------
to  the  Effective  Date  with  respect  to  the Commitment, Committed Loans and
outstanding  Letter  of  Credit  Accommodations  shall  be  for  the  account of
Assignor.  Any  interest,  fees  and  other  payments  accrued  on and after the
Effective  Date  with respect to the Assigned Commitment Amount shall be for the
account  of Assignee.  Each of Assignor and Assignee agrees that it will hold in
trust  for  the  other  party  any interest, fees and other amounts which it may
receive  to which the other party is entitled pursuant to the preceding sentence
and  pay  to the other party any such amounts which it may receive promptly upon
receipt.
4.     Independent Credit Decision.  Assignee  acknowledges that it has received
       ---------------------------
a  copy  of  the Loan Agreement and the Schedules and Exhibits thereto, together
with  copies  of  the  most  recent  financial  statements  of  Borrower and its
Subsidiaries,  and  such  other  documents  and  information  as  it  has deemed
appropriate to make its own credit and legal analysis and decision to enter into
this  Assignment  and  Acceptance  and  agrees  that  it will, independently and
without  reliance upon Assignor, Agent or any Lender and based on such documents
and  information  as it shall deem appropriate at the time, continue to make its
own  credit  and  legal  decisions in taking or not taking action under the Loan
Agreement.
<PAGE>
5.     Effective  Date;  Notices.
       -------------------------
     (a)     As  between  Assignor  and  Assignee,  the  effective date for this
Assignment and Acceptance shall be _______________, 200_ (the "Effective Date");
provided,  that,  the  following  conditions precedent have been satisfied on or
before  the  Effective  Date:
     (i)     this  Assignment  and Acceptance shall be executed and delivered by
Assignor  and  Assignee;
(ii)     the  consent  of  Agent  as required for an effective assignment of the
Assigned Commitment Amount by Assignor to Assignee shall have been duly obtained
and  shall  be  in  full  force  and  effect  as  of  the  Effective  Date;
(iii)     written notice of such assignment, together with payment instructions,
addresses  and  related  information  with  respect to Assignee, shall have been
given  to  Borrower  and  Agent;  and
(iv)     Assignee  shall  pay to Assignor all amounts due to Assignor under this
Assignment  and  Acceptance.
     (b)     Promptly following the execution of this Assignment and Acceptance,
Assignor  shall  deliver  to  Borrower  and Agent for acknowledgment by Agent, a
Notice  of  Assignment  in  the  form  attached  hereto  as  Schedule  1.
     [6.   Agent.  [INCLUDE  ONLY  IF  ASSIGNOR  IS  AN  AGENT]
           -----
     (a)     Assignee hereby appoints and authorizes Assignor in its capacity as
Agent  to  take such action as agent on its behalf to exercise such powers under
the Loan Agreement as are delegated to Agent by Lenders pursuant to the terms of
the  Loan  Agreement.
(b)     Assignee  shall  assume no duties or obligations held by Assignor in its
capacity  as  Agent  under  the  Loan  Agreement.]
     7.     Withholding  Tax.  Assignee (a) represents and warrants to Assignor,
            ----------------
Agent  and  Borrower  that  under  applicable  law  and  treaties no tax will be
required  to  be  withheld  by  Assignee,  Agent or Borrower with respect to any
payments  to  be  made  to  Assignee  hereunder  or  under  any of the Financing
Agreements,  (b)  agrees  to  furnish  (if it is organized under the laws of any
jurisdiction  other  than  the  United States or any State thereof) to Agent and
Borrower  prior  to  the  time  that  Agent or Borrower are required to make any
payment  of  principal, interest or fees hereunder, duplicate executed originals
of  either  U.S.  Internal Revenue Service Form W-8 ECI or U.S. Internal Revenue
Service  Form  W-8 BEN (wherein Assignee claims entitlement to the benefits of a
tax  treaty  that  provides  for  a  complete exemption from U.S. federal income
withholding  tax  on all payments hereunder) and agrees to provide new Forms W-8
ECI  or  W-8  BEN  upon  the  expiration  of  any  previously  delivered form or
comparable statements in accordance with applicable U.S. law and regulations and
amendments  thereto,  duly executed and completed by Assignee, and (c) agrees to
comply  with  all  applicable  U.S.  laws  and  regulations  with regard to such
withholding  tax  exemption.
<PAGE>
     8.     Representations  and  Warranties.
            --------------------------------
     (a)     Assignor  represents  and  warrants  that  it  is  the  legal  and
beneficial  owner  of  the interest being assigned by it hereunder and that such
interest  is free and clear of any security interest, lien, encumbrance or other
adverse  claim,  it is duly organized and existing and it has the full power and
authority  to  take,  and has taken, all action necessary to execute and deliver
this  Assignment and Acceptance and any other documents required or permitted to
be executed or delivered by it in connection with this Assignment and Acceptance
and  to  fulfill  its  obligations  hereunder,  no  notices  to,  or  consents,
authorizations  or approvals of, any Person are required (other than any already
given  or  obtained)  for  its  due  execution, delivery and performance of this
Assignment  and  Acceptance,  and  apart  from any agreements or undertakings or
filings  required  by the Loan Agreement, no further action by, or notice to, or
filing  with,  any  Person  is  required  of  it for such execution, delivery or
performance,  and  this  Assignment  and  Acceptance  has been duly executed and
delivered  by  it  and  constitutes  the  legal, valid and binding obligation of
Assignor,  enforceable  against  Assignor  in  accordance with the terms hereof,
subject,  as  to  enforcement,  to  bankruptcy,  insolvency,  moratorium,
reorganization  and  other  laws of general application relating to or affecting
creditors'  rights  and  to  general  equitable  principles.
(b)     Assignor  makes  no  representation  or  warranty  and  assumes  no
responsibility  with  respect  to  any statements, warranties or representations
made  in  or in connection with the Loan Agreement or any of the other Financing
Agreements  or  the  execution, legality, validity, enforceability, genuineness,
sufficiency  or  value of the Loan Agreement or any other instrument or document
furnished  pursuant  thereto.  Assignor  makes  no representation or warranty in
connection  with,  and  assumes no responsibility with respect to, the solvency,
financial  condition  or  statements  of  Borrower,  Guarantors  or any of their
respective  Affiliates, or the performance or observance by Borrower, Guarantors
or  any  other  Person,  of  any  of  its  respective obligations under the Loan
Agreement or any other instrument or document furnished in connection therewith.
(c)     Assignee  represents  and  warrants  that  (i)  it is duly organized and
existing  and it has full power and authority to take, and has taken, all action
necessary  to  execute  and deliver this Assignment and Acceptance and any other
documents  required or permitted to be executed or delivered by it in connection
with  this  Assignment and Acceptance, and to fulfill its obligations hereunder,
(ii)  no notices to, or consents, authorizations or approvals of, any Person are
required  (other  than  any  already  given  or obtained) for its due execution,
delivery  and  performance of this Assignment and Acceptance, and apart from any
agreements or undertakings or filings required by the Loan Agreement, no further
action  by,  or notice to, or filing with, any Person is required of it for such
execution, delivery or performance; and (iii) this Assignment and Acceptance has
been  duly  executed  and  delivered  by it and constitutes the legal, valid and
binding  obligation of Assignee, enforceable against Assignee in accordance with
the  terms  hereof,  subject,  as  to  enforcement,  to  bankruptcy, insolvency,
moratorium,  reorganization and other laws of general application relating to or
affecting  creditors'  rights  to  general  equitable  principles.
     9.     Further  Assurances.  Assignor  and  Assignee  each  hereby agree to
            -------------------
execute  and  deliver  such  other  instruments,  and take such other action, as
either  party  may  reasonably  request  in  connection  with  the  transactions
<PAGE>
contemplated  by  this  Assignment and Acceptance, including the delivery of any
notices  or  other  documents  or instruments to Borrower or Agent, which may be
required  in  connection with the assignment and assumption contemplated hereby.
     10.     Miscellaneous.
             -------------
     (a)     Any  amendment  or  waiver  of any provision of this Assignment and
Acceptance  shall be in writing and signed by the parties hereto.  No failure or
delay  by  either  party  hereto  in  exercising  any  right, power or privilege
hereunder  shall operate as a waiver thereof and any waiver of any breach of the
provisions  of  this Assignment and Acceptance shall be without prejudice to any
rights  with  respect  to  any  other  for  further  breach  thereof.
(b)     All  payments  made  hereunder  shall  be  made  without  any set-off or
counterclaim.
(c)     Assignor and Assignee shall each pay its own costs and expenses incurred
in  connection  with  the negotiation, preparation, execution and performance of
this  Assignment  and  Acceptance.
(d)     This  Assignment  and  Acceptance  may  be  executed  in  any  number of
counterparts  and  all  of  such  counterparts taken together shall be deemed to
constitute  one  and  the  same  instrument.
(e)     THIS  ASSIGNMENT  AND  ACCEPTANCE  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH  THE  LAW  OF  THE STATE OF ILLINOIS Assignor and Assignee each
irrevocably  submits  to  the non-exclusive jurisdiction of any State or Federal
court  sitting  in  Cook  County,  Illinois  over any suit, action or proceeding
arising  out  of  or  relating to this Assignment and Acceptance and irrevocably
agrees  that all claims in respect of such action or proceeding may be heard and
determined  in  such  Illinois  State  or  Federal  court.  Each  party  to this
Assignment  and  Acceptance  hereby irrevocably waives, to the fullest extent it
may  effectively  do so, the defense of an inconvenient forum to the maintenance
of  such  action  or  proceeding.
(f)     ASSIGNOR  AND  ASSIGNEE  EACH  HEREBY  KNOWINGLY,  VOLUNTARILY  AND
INTENTIONALLY  WAIVE  ANY  RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY  LITIGATION  BASED  HEREON,  OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH
THIS  ASSIGNMENT  AND ACCEPTANCE, THE LOAN AGREEMENT, ANY OF THE OTHER FINANCING
AGREEMENTS  OR  ANY  RELATED  DOCUMENTS AND AGREEMENTS OR ANY COURSE OF CONDUCT,
COURSE  OF  DEALING,  OR  STATEMENTS  (WHETHER  ORAL  OR  WRITTEN).

<PAGE>
IN  WITNESS  WHEREOF,  Assignor  and  Assignee  have  caused this Assignment and
Acceptance  to be executed and delivered by their duly authorized officers as of
the  date  first  above  written.
[ASSIGNOR]


By:
Title:

[ASSIGNEE]


By:
Title:


<PAGE>


                                   SCHEDULE 1
                       NOTICE OF ASSIGNMENT AND ACCEPTANCE
                       -----------------------------------


                                  ______, 200__



Attn.:

     Re:
Ladies  and  Gentlemen:

     Wachovia  Capital  Finance  Corporation (Central), in its capacity as agent
pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf
of  the  lenders  that  are parties thereto (in such capacity, "Agent"), and the
lenders  that  are  parties to the Loan Agreement (individually, each a "Lender"
and  collectively,  "Lenders") have entered or are about to enter into financing
arrangements pursuant to which Agent and Lenders may make loans and advances and
provide  other  financial  accommodations to The GSI Group, Inc. as set forth in
the  Loan  and  Security  Agreement,  dated  _____________,  2005,  by and among
Borrower, certain of their affiliates, Agent and Lenders (as the same now exists
or may hereafter be amended, modified, supplemented, extended, renewed, restated
or  replaced,  the  "Loan  Agreement"),  and the other agreements, documents and
instruments  referred  to  therein  or  at any time executed and/or delivered in
connection therewith or related thereto (all of the foregoing, together with the
Loan  Agreement,  as  the  same now exist or may hereafter be amended, modified,
supplemented,  extended,  renewed,  restated  or  replaced,  being  collectively
referred  to  herein  as  the  "Financing  Agreements").  Capitalized  terms not
otherwise  defined herein shall have the respective meanings ascribed thereto in
the  Loan  Agreement.
1.     We hereby give you notice of, and request your consent to, the assignment
by  __________________________  (the  "Assignor") to ___________________________
(the  "Assignee") such that after giving effect to the assignment Assignee shall
have  an  interest  equal  to  ________  (__%)  percent of the total Commitments
pursuant  to  the  Assignment  and  Acceptance  Agreement  attached  hereto (the
"Assignment  and  Acceptance").  We  understand  that  the Assignor's Commitment
shall  be  reduced  by  $_____________.
2.     Assignee  agrees  that,  upon  receiving  the  consent  of  Agent to such
assignment,  Assignee  will be bound by the terms of the Loan Agreement as fully
and  to  the  same  extent as if the Assignee were the Lender originally holding
such  interest  under  the  Loan  Agreement.
<PAGE>
     3.     The  following  administrative  details  apply  to  Assignee:
(A)     Notice  address:


Assignee  name:
Address:


Attention:
Telephone:
Telecopier:

(B)     Payment  instructions:

Account  No.:
At:


Reference:
Attention:

     4.     You  are  entitled  to rely upon the representations, warranties and
covenants  of  each  of  Assignor  and  Assignee contained in the Assignment and
Acceptance.
IN  WITNESS WHEREOF, Assignor and Assignee have caused this Notice of Assignment
and  Acceptance  to  be  executed by their respective duly authorized officials,
officers  or  agents  as  of  the  date  first  above  mentioned.
Very  truly  yours,

[NAME  OF  ASSIGNOR]


By:
Title:

[NAME  OF  ASSIGNEE]


By:
Title:
<PAGE>

ACKNOWLEDGED  AND  ASSIGNMENT
CONSENTED  TO:

WACHOVIA  CAPITAL  FINANCE  CORPORATION  (CENTRAL),  as  Agent


By:
Title:


<PAGE>
------
                                    EXHIBIT C
                                       TO
                           LOAN AND SECURITY AGREEMENT
                           ---------------------------

                             Compliance Certificate
                             ----------------------

To:     Wachovia  Capital  Finance  Corporation  (Central),  as  Agent
_________________________
_________________________


Ladies  and  Gentlemen:

     I  hereby  certify to you pursuant to Section 9.6 of the Loan Agreement (as
defined  below)  as  follows:
1.     I  am  the duly elected Chief Financial Officer of The GSI Group, Inc., a
Delaware  corporation  ("Borrower").  Capitalized  terms  used  herein  without
definition  shall have the meanings given to such terms in the Loan and Security
Agreement, dated ______, 2005, by and among Wachovia Capital Finance Corporation
(Central) as agent for the lenders party thereto (in such capacity, "Agent") and
the lenders party thereto (collectively, "Lenders"), Borrower and certain of its
affiliates  (as  such  Loan  and  Security  Agreement  is  amended,  modified or
supplemented,  from  time  to  time,  the  "Loan  Agreement").
2.     I  have  reviewed the terms of the Loan Agreement, and have made, or have
caused  to  be  made  under my supervision, a review in reasonable detail of the
transactions  and  the financial condition of Borrower and Guarantors during the
immediately  preceding  Fiscal  Month.
3.     The  review  described  in Section 2 above did not disclose the existence
during  or  at  the  end  of  such  Fiscal Month, and I have no knowledge of the
existence  and  continuance  on the date hereof, of any condition or event which
constitutes  a Default or an Event of Default, except as set forth on Schedule I
attached hereto.  Described on Schedule I attached hereto are the exceptions, if
any, to this Section 3 listing, in detail, the nature of the condition or event,
the  period  during  which  it  has existed and the action which Borrower or any
Guarantor  has  taken,  is  taking,  or  proposes  to  take with respect to such
condition  or  event.
4.     I further certify that, based on the review described in Section 2 above,
Borrower and Guarantors have not at any time during or at the end of such Fiscal
Month,  except  as  specifically  described on Schedule II attached hereto or as
permitted  by  the  Loan  Agreement,  done  any  of  the  following:
(a)     Changed  its respective corporate name, or transacted business under any
trade  name, style, or fictitious name, other than those previously described to
you  and  set  forth  in  the  Financing  Agreements.
(b)     Changed  the  location  of  its  chief  executive  office,  changed  its
jurisdiction  of  incorporation, changed its type of organization or changed the
location  of or disposed of any of its properties or assets (other than pursuant
<PAGE>
to  the sale of Inventory in the ordinary course of its business or as otherwise
permitted  by  Section  9.7 of the Loan Agreement), or established any new asset
locations.
(c)     Materially  changed the terms upon which it sells goods (including sales
on  consignment)  or  provides services, nor has any vendor or trade supplier to
Borrower  or  any  Guarantor  during  or  at  the  end of such period materially
adversely  changed  the  terms  upon which it supplies goods to Borrower or such
Guarantor.
(d)     Permitted  or suffered to exist any security interest in or liens on any
of  its  properties,  whether  real  or  personal,  other  than  as specifically
permitted  in  the  Financing  Agreements.
(e)     Received  any  notice  of,  or obtained knowledge of any matter of which
Borrower  is required to notify Agent under Section 9.3(b) of the Loan Agreement
which  was  not  previously  disclosed  to  Agent.
(f)     Become aware of, obtained knowledge of, or received notification of, any
breach  or  violation  of  any  material covenant contained in any instrument or
agreement  in  respect  of  Indebtedness  for  money borrowed by Borrower or any
Guarantor.
     5.     Attached  hereto  as  Schedule  III  are  the  calculations  used in
determining,  as of the end of such Fiscal Month whether Borrower and Guarantors
are  in  compliance  with  the  covenant  set forth in Sections 9.22 of the Loan
Agreement  for  such  Fiscal  Month.
The  foregoing  certifications  are  made and delivered this day of ___________,
20__.
Very  truly  yours,


By:
Title:



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-14.1
<SEQUENCE>3
<FILENAME>corporatecodeofconduct.txt
<DESCRIPTION>CORPORATE CODE OF CONDUCT
<TEXT>








                               THE GSI GROUP, INC.

                 CORPORATE CODE OF CONDUCT AND COMPLIANCE POLICY

                               DATED APRIL 3, 2006








                              The GSI Group, Inc.'s
                 Corporate Code of Conduct and Compliance Policy
     applies to all associates of the Company, its divisions, and subsidiaries,
                             regardless of location.








                                TABLE OF CONTENTS
                                -----------------


A  LETTER  FROM  THE  CHIEF  EXECUTIVE  OFFICER                                2
CONDUCTING  THE  COMPANY'S  BUSINESS                                           4
General                                                                        4
Dealing  with  Customers                                                       4
Dealing  with  Suppliers                                                       4
Dealing  with  Each  Other                                                     5
Gifts,  Meals  and  Entertainment                                              6
Consultants                                                                    6
Responsibility  to  the  Environment                                           6
Accurate  Records  and  Reporting                                              7
Derogatory  Statements                                                         7
Treatment  of  Confidential  Information  of  Others                           7
Privacy  of  Information  about  Associates                                    8
Use  of  Software                                                              8
Industrial  Espionage                                                          8
Political  Activity  and  Contributions                                        9
Improper  Payments  or  Activity                                               9
Antitrust  Laws                                                               10
International  Business                                                       10
Foreign  Corrupt  Practices  Act                                              11
Export  Controls                                                              11
Antiboycott                                                                   12
Summary                                                                       12
Legal  Compliance                                                             13
YOUR  RESPONSIBILITIES  TO  THE  COMPANY                                      14
Harassment  Free  Workplace                                                   14
Conflict  of  Interest                                                        14
Outside  Activities                                                           15
Relationships  with  Fellow  Associates                                       15
Unauthorized  Use  of  Company  Property/Services                             15
Associate  Privacy                                                            15
Reporting  of  Hours  Worked                                                  15
Expense  Reports                                                              16
Quality                                                                       16
Safeguarding  Company  Assets                                                 16
Confidential  and  Proprietary  Information                                   16
Media  Contact  and  Public  Discussion                                       17
ASSISTANCE  AND  COMPLIANCE                                                   18
How  to  Raise  an  Ethical  Issue                                            18
Exceptions  to  this  Code                                                    18
Compliance  Reporting  and  Investigations                                    18
Disciplinary  Matters                                                         19
Individual  Judgment                                                          19
Other  Information  (Corporate  Policies  and  Procedures)                    19
CERTIFICATION  OF  COMPLIANCE                                                 21
                                        1
<PAGE>


                              A LETTER FROM THE CEO
                              ---------------------



At The GSI Group, Inc. (GSI), we believe that ethical conduct requires more than
compliance  with  the laws, rules, and regulations that govern our business.  We
are  a  Company  that  values  teamwork,  assumes  collective accountability for
actions, embraces diversity, and shares leadership.  We are an organization that
is  deeply  committed  to  excellence and the pursuit of superior performance in
every  activity.  The  personal  integrity  of  each  of  our  associates is the
underlying  and supporting foundation for the ethics at GSI.  Our Corporate Code
of  Conduct  and Compliance Policy deals both with "doing things right" and with
"the  right  thing  to  do."  Both  approaches  are  necessary  to  maintain our
integrity  at  the  personal  level  and  the  corporate  level.

While  maintaining  sensitivity  to  the diverse social and cultural settings in
which  we conduct our business, GSI aims to set the standard for ethical conduct
at  all  of  our  localities throughout the world.  We will achieve this through
behavior  in  accordance  with six virtues:  Honesty, Integrity, Respect, Trust,
Responsibility,  and  Citizenship.

Honesty:  to be truthful in all our endeavors - to be honest and forthright with
-------
one  another  and  with  our  associates,  customers,  suppliers,  government
representatives,  and  communities.

Integrity:  to  say  what  we mean, to deliver what we promise, and to stand for
---------
what  is  right.
--

Respect:  to  treat  one  another  with  dignity  and fairness, appreciating the
-------
diversity  of  our  workforce,  and  the  uniqueness  of  each  associate.
-----

Trust:  to  build  confidence  through  teamwork, and open candid communication.
-----

Responsibility:  to speak up - without fear of retribution - and report concerns
--------------
in  the  workplace,  including  violations  of  laws,  regulations  and  Company
policies,  and  seek  clarification  and  guidance  whenever  there  is doubt or
concern.

Citizenship:  to  obey all the laws of the countries in which we do business and
-----------
to  do  our part to make the communities in which we live and work better places
to  live.

Our  success  is  dependent  on  each  of  us being able to properly apply these
ethical  standards  to  our own behavior.  The directions contained in this Code
are  intended  to  assist you in making the right choices when confronted with a
difficult  situation.  By  following  them,  you will help ensure we conduct our
business  for  the  benefit  of  everyone  involved.

Individuals in management positions have a special responsibility to demonstrate
and model high ethical standards in their behavior, and to create an environment
that  supports  and  expects ethical behavior from all associates.  Questionable
practices  should  always be challenged and support should always be provided to
those  who  need  it.

                                        2
<PAGE>



The  Corporate  Code  of  Conduct  and  Compliance  Policy  does not cover every
situation,  and  guidelines  sometimes  have  exceptions.  It  is  your personal
responsibility  to  become  familiar  with  the  Code and to prepare yourself to
recognize  situations  which require assistance or clarification.  If you are in
doubt about the appropriate course of conduct in your daily business activity or
question  how  GSI's standards and principles apply to a specific situation, you
should  ask  your  supervisor or a Vice President of Human Resources.  A simple,
early  question  can  often clarify and avoid a potentially troubling situation.

My  commitment to you is to listen and support each and every one of you as part
of  our  team.  My  mission  is  to build our business on solid principles while
providing  for personal growth.  Depending on your job responsibilities, you may
or  may  not  be  familiar with me; however, there is never a good reason not to
approach  me  if  you need help or guidance.  Upon reading our Corporate Code of
Conduct  and  Compliance  Policy,  please remove the last page of this document,
sign  it,  and  return  it  to  Human  Resources  (U.S. based associates) or the
Managing  Director  (international  locations).



______________________________
Richard  M.  Christman
Chief  Executive  Officer






















                                        3
<PAGE>


                                 CONDUCTING THE
                                 --------------
                               COMPANY'S BUSINESS
                               ------------------


GENERAL
In  conducting  the business for the Company, you will be dealing with a variety
of  people  and  organizations  including  dealers,  customers,  suppliers  and
competitors,  as  well as community representatives, and fellow associates.  All
of  our  business  relationships  with  them  and  each other should be based on
honesty  and  fairness.

We  want  long-term  mutually  beneficial  business  relationships,  and
trustworthiness  is  essential  to  establish  and  keep  them.

Be  truthful  in  your representations of the Company.  If there is a mistake or
misunderstanding,  correct  it  immediately.

DEALING  WITH  CUSTOMERS
Serving  customers  is  the focal point of our business. Satisfying customers is
the  best  way  to  ensure  business  success.  We must continuously improve our
quality.

We must provide products and services of the highest quality and value.  We need
to  understand  what  represents  "highest quality" in the eyes of the customer.

We  need to respond promptly and courteously to customer inquiries and requests.

We  must  work  with  customers to understand and anticipate their needs, and to
identify  and  remove  obstacles  customers  may  see in doing business with us.

We  must  accurately  represent  our  products  and  services  in our marketing,
advertising,  and  sales  efforts.

DEALING  WITH  SUPPLIERS
Prospective  suppliers  must  have  a chance to compete fairly for our business.

We will select suppliers based on quality, delivery, and a commitment to working
with  us  to  continuously  improve  quality  and  costs.



                                        4
<PAGE>
DEALING  WITH  EACH  OTHER
Basic  to  our relationship with our fellow associates is the recognition of the
value  and  worth  of  each  individual  and  the necessity to provide a working
climate  which  is  protective  of  the  well  being  of  all  associates.

All  of  us  are responsible for being a good working neighbor.  A manufacturing
environment is a wonderful laboratory for learning to accept varying viewpoints,
of  learning  to  cooperate,  of teaching respect for individual differences, of
learning  to  give  and  take,  of  teaching respect of property, of learning to
accept  experiences  with  a  sense of humor, or learning that most problems can
work  themselves  out  with  patience.

GSI  fully  supports  and  enforces  its legal responsibility to maintain a work
place free from harassment and discrimination of any associate because of his or
her  sex,  race,  age,  religion,  national  origin,  or  physical  condition.

We  will  operate  our business in such a way that associates feel that they are
being  treated  fairly.

We  will  maintain  a safe and healthy work environment.  No job is so important
that  safety policies and procedures or legal obligations should be compromised.
We  can  minimize  the  chances  of  anyone  being hurt or injured on the job by
complying  fully  with  all  federal, state and local health and safety laws and
regulations  as  well  as  with some common sense practices.  Each GSI associate
must  follow  safety rules and procedures such as drivers and passengers wearing
seatbelts  in  Company  vehicles,  operating  equipment safely, etc.  YOU SHOULD
ADDRESS  ANY  SAFETY  OR  HEALTH CONCERNS WITH YOUR SUPERVISOR.  THE DIRECTOR OF
SAFETY  WILL  ALSO  PROVIDE  ADDITIONAL SUPPORT TO YOUR SUPERVISOR AS REQUESTED.

We  will  listen  carefully.  We  value  the  opinions  and  experience  of  all
associates,  and  will  respect  their  diverse  backgrounds  and  situations.

We  will  consult  with  people  impacted by proposed policy or process changes.

We  will  establish  clear job requirements and provide coaching and performance
feedback.  We  will  clearly  communicate  work  directions, and the reasons for
those  directions.  If  there  is  a question regarding your job requirements or
performance,  you  should always feel free to discuss this with your supervisor.
Open and clear communication can avoid potential problems and misunderstandings.

We  will  see  that  associates  have  the  training  required to do their jobs.

We  will  ordinarily  fill  positions  from  within  the  Company when qualified
candidates  are  available.

We  will  maintain  an  "open door" so associates can express their views freely
without  fear  of  reprisal.

We will respect the privacy of associate information contained in Company files.






                                        5
<PAGE>


GIFTS,  MEALS  AND  ENTERTAINMENT
You  may  receive  or give customary business amenities, such as meals, provided
they  are associated with a business purpose, reasonable in cost, appropriate as
to  time  and  place, and are such as not to influence or give the appearance of
influencing  the  recipient.  THESE  BUSINESS  AMENITIES, HOWEVER, SHOULD NOT BE
GIVEN  OR  OFFERED  TO  GOVERNMENT  OFFICIALS  OR  GOVERNMENT  CONTRACTORS.

You  may  not  give  or  receive  gifts,  meals  or  entertainment  unless:

     They are appropriate to the circumstances of the business relationship, are
of  limited  value,  do  not influence or give the appearance of influencing the
recipient,  and  cannot  be  viewed  as  a  bribe,  kickback  or  payoff.
     They  do  not  violate  any  law  or  generally  accepted ethical standards
including  the  standards  of  the  recipient's  organization.
     They  can  withstand  public  scrutiny  and  public  review.

Excessive  entertainment  is inherently compromising, and does not belong in our
business  relationships.

Under  no  circumstances  may  cash  or its equivalent be given or received as a
gift.

You  must  courteously decline or return any nominal gift (more than $25), favor
or  offer  of excessive entertainment which violates these directions.  Gifts of
less  than  nominal value may be accepted if protocol, courtesy or other special
circumstances  exist,  as  sometimes  happens  with  international transactions.
However,  all  such  gifts  must  be reported to the SBU leader in charge of the
relevant  business  group who will determine if the associate may keep the gift,
should  return  it,  or  whether  it  should more appropriately become corporate
property.  GSI  personnel should courteously decline or return any kind of gift,
favor,  or  offer  of  excessive  value  which violates this Code and inform the
offeror  of  GSI's  policy.

If  you have any questions concerning the acceptance of a gift, entertainment or
other  favor,  consult  with  the  Chief  Financial  Officer.

CONSULTANTS
Consultants and agents retained by the Company should be informed of and given a
copy  of our Corporate Code of Conduct and Compliance Policy.  They are expected
to  adhere  to  these same policies in the course of their work for us, and when
they  represent  us.

Special  care should be taken to ensure no conflict of interest exists, that the
consultant  is  genuinely qualified and in the business for which retained, that
the  compensation is reasonable for the services being performed, and that there
is  a written agreement outlining the scope of work.  This agreement should also
state  that  the  consultant agrees to abide with all applicable laws and report
any  conflicts  of  interest.

Consultants  and  agents may not be retained to do anything illegal or improper.
WHAT  YOU MAY NOT DO DIRECTLY YOU CANNOT DO INDIRECTLY BY ACTING THROUGH ANOTHER
PARTY.

RESPONSIBILITY  TO  THE  ENVIRONMENT
As  a  Company  and as associates, we must exercise good judgment with regard to
the  environmental  aspects  of  our  use  of  buildings  and  real  estate, our
manufacturing processes, and the design of our products.  An important objective
is  to  minimize  the  emission, generation, discharge and disposal of hazardous
materials,  and  other waste.  We must comply fully with all federal, state, and
local  environmental  protection  laws.
                                        6
<PAGE>
ACCURATE  RECORDS  AND  REPORTING
Accuracy and reliability in the preparations of all business records is mandated
by  law,  and is of critical importance to the corporate decision-making process
and  to  the  proper  discharge  of  GSI's financial and legal obligations.  All
business  records,  expense account vouchers, bills, invoices (both domestic and
international),  payroll  documents,  service  records,  reports  to  government
agencies  (including  shippers'  export declarations and international financing
documentation),  and  other  reports,  books and records of GSI must be prepared
with  care  and  honesty.  FALSE  OR  MISLEADING  ENTRIES  IN SUCH DOCUMENTS ARE
UNLAWFUL, AND ARE NOT PERMITTED.  ACTIONS OF THIS NATURE CAN LEAD TO TERMINATION
OF  THE  ASSOCIATE.  Compliance  with accounting procedures and internal control
procedures  is  required at all times.  Associates should advise the responsible
person  in their department of any inadequacies they observe in such procedures.
If  an associate is aware of an act by another associate that has the appearance
of  violating  a  law,  it is their obligation to bring this to the attention of
their  supervisor  or  directly  to  Human  Resources  if  necessary.

NO PAYMENT SHALL BE APPROVED OR MADE WITH THE INTENTION OR UNDERSTANDING THAT IT
IS  TO  BE  USED  FOR  ANY  PURPOSE  OTHER  THAN  THAT DESCRIBED BY THE DOCUMENT
SUPPORTING  THE  PAYMENT.

It is GSI's policy to establish and maintain a formal records management program
to  provide  for  the retention, protection, and disposition of Company records.
Retention and disposition of Company records should be carried out in the normal
course  of  business  in accordance with established retention schedules.  It is
expected  that  all associates will comply with GSI's record management program.
If  necessary,  contact  the  Vice  President  of  Finance  for  guidelines.

DEROGATORY  STATEMENTS
No  one  should  ever  make  false,  misleading,  or  derogatory  remarks  about
individuals,  companies,  organizations,  or  their  products  and services.  In
particular,  do  not  degrade  our  competitors  or their products, services, or
associates.  We  should  sell our products and services on their merits.  If you
make  comparisons  between  our  products or services and those of a competitor,
they  should  be  accurate  and  factual.

TREATMENT  OF  CONFIDENTIAL  INFORMATION  OF  OTHERS
Treat  the  intellectual property of GSI's customers, suppliers, and other firms
with the same degree of care and respect with which you treat GSI's intellectual
property.  This  is  not  only to avoid legal liability, but also to protect the
Company's  relationships  with  those  firms.

When  working  with  sensitive information about other companies, you should use
that  information  in  the  proper  context  and  make  it available only to GSI
associates  who have a legitimate need to know.  In presenting such information,
disclose  the  identity  of  the  organization or individuals only if necessary.

In  the  interest  of  preserving  the Company's relationship with a customer or
supplier,  follow  these  procedures:

     Use  such  information  only for the mutual benefit of the Company and that
customer  or  supplier.
     Avoid  unnecessary  or  inadvertent  disclosures  of  the  information.
     Carefully  observe  contractual  obligations in your use of the customer or
supplier's  information.

Because  Confidentiality  Agreements  are important legal documents and can have
unintended  consequences if not carefully monitored, they should be entered into
only  with  the  approval  of  the  Chief  Executive  Officer.
                                        7
<PAGE>
PRIVACY  OF  INFORMATION  ABOUT  ASSOCIATES
Information  needed  for  administration  of  payroll,  benefit  plans,  and for
compliance with laws has resulted in collection, by GSI, of an increasing amount
of  personal  data.  We seek to minimize intrusiveness and maximize accuracy and
confidentiality  of such data.  Such information is to be handled confidentially
and  securely.  Company  access to such information is limited to those who have
legitimate,  pertinent business needs.  Entries to associate personnel files are
to  be factual, job-related, and accurate.  Any information found to be in error
will  be  corrected.

Requests  for  personnel  information  by  persons  outside the Company shall be
referred  to  the  Human Resources Representative at each location.  Supervisors
are not authorized to divulge such information without specific approval in each
case.  If  you  need  further clarification on any issues relating to this area,
contact  your  Human  Resources  Representative.

USE  OF  SOFTWARE
Sometimes  we  obtain  computer  software  from another company.  In addition to
being  copyrighted,  computer  software  programs are usually subject to license
agreements.  These  agreements restrict your use of the software. For example, a
license may prohibit copying of the programs and restrict its use to a specified
computer.

You  should  not  copy  software  or  use  it on a different computer unless the
license  agreement  permits  such  copying  or use.  Any authorized copies shall
contain  the  proper  copyright notice and other required notices of the vendor.

You  should  read  and understand the software agreements governing the software
you  use  and  obtain  assistance  to  understand the limitations on the use and
copying  of the software.  If you have any questions regarding these agreements,
you  should  contact  the  Information  Technology  Department.

INDUSTRIAL  ESPIONAGE
You  may  not  acquire information about other companies through improper means.
Examples  of  improper  means  are:

     Receiving  information  from a third party that was illegally or improperly
acquired.
     Receiving  confidential  information  of  a  company from present or former
associates  who  are  not  authorized  to  disclose  it.

We  regularly  acquire  information  about  other  companies  in  conducting our
business.  This  is  acceptable  when  this  information  is  properly acquired.
Proper  sources  would  include  information  which is published, in the "public
domain,"  or  information  which  is  lawfully  received  from  the  owner or an
authorized  third  party.

You  have  a  responsibility  not  to misuse or take the trademarks, copyrights,
patents,  trade  secrets,  or  other  "intellectual property" of any individual,
company,  or organization including suppliers, customers, business partners, and
competitors.

If  you  are offered proprietary information under suspicious circumstances, you
should  immediately  consult  Human  Resources.  Likewise,  if  you  come  into
possession of information from another company that is marked "confidential," or
that  you  believe  is confidential, you should consult Human Resources.  If our
possession  is  improper,  the  necessary  steps  to correct this action will be
taken.


                                        8
<PAGE>

POLITICAL  ACTIVITY  AND  CONTRIBUTIONS
Associates are encouraged to support their own parties and candidates.  However,
campaign  work  and fund raising must always be done on an associate's own time.
Company  resources  may  not  be used to support political parties or candidates
unless  prior  approval  is  received  from  the  Chief  Executive  Officer.

Company  contributions  for  political  parties  and  candidates  are subject to
federal,  state,  local, and foreign laws.  For example, federal law prohibits a
corporation  from  making  a  contribution  in connection with federal elections
unless  the  corporation  has a Political Action Committee (PAC).  At this time,
GSI  does  not have a PAC.  If a planned contribution could in any way be looked
upon  as  involving Company funds, property, or services, approval must be given
by  the  Chief  Executive  Officer.

IMPROPER  PAYMENTS  OR  ACTIVITY
We  will not directly or indirectly offer, solicit, make, or provide any kind of
payments,  favors,  or  contributions  for  the  purpose  of:

     Obtaining,  giving  or  keeping  business.
     Influencing  customers, suppliers, or U.S. or foreign governmental entities
including  their  officials  or  associates.
     Persuading  any  officials  or  associates  of  another  company to fail to
perform,  or  to  improperly  perform  their  duties.
     Influencing  legislation  or  regulations  other  than  through appropriate
lobbying  and  legitimate  political  activity.

We  will  not  submit  to  extortion.

Any  associate  who  is  offered  or  has  information concerning such payments,
favors,  or  contributions  should  contact  Human  Resources.

                                        9
<PAGE>

ANTITRUST  LAWS
Free  competition is healthy for business and good for consumers.  The antitrust
laws of the United States and the competition laws of other countries govern the
day-to-day  conduct  of  business  in  setting  prices  and other aspects of the
purchasing  and  marketing  of goods and services.  These laws protect consumers
from  illegal  anti-competitive  actions  such  as  price fixing and dividing of
markets.  It  is  vital  to  follow  the  laws  of  the  United States and other
countries  that  prohibit  practices undermining vigorous competition.  GSI will
compete  solely on the merits of its products and services.  GSI will succeed by
satisfying  its  customers'  needs,  not  by  unlawfully limiting a competitors'
opportunities.

The  following  are  possible  violations  of the antitrust laws which should be
reviewed  by  our  attorneys:

Agreements  with  dealers,  suppliers,  or  other  customers  to:
     Dictate  resale  prices.
     Give  preferential  pricing  or  terms.
     Restrict  marketing  efforts  (territory,  customers,  etc.).
     Require  tie-in  sales  (require  purchase  of  one product as condition of
selling  another).
     Engage  in  reciprocal  dealing.

Agreements  between  competitors  to:
     Agree  on  prices.
     Allocate  markets  or  customers.
     Boycott  certain  suppliers  or  customers.
     Limit  production  or  quality.

Any  agreement  that  could  limit  competition  in  a  specific market may be a
violation  of  these laws and must be reviewed by our attorneys.  Because verbal
exchanges  can  be  viewed as an agreement, you need to exercise extreme caution
whenever  you  meet  with  customers  or  competitors.

Inevitably,  you,  other  GSI  associates,  and competitors will attend the same
industry or association meetings from time to time.  Any contact or conversation
with  a  competitor is dangerous simply because of the competitive relationship.
All relations with competitors should be conducted as if they were completely in
the  public  view,  and  it  should  be  assumed  that  any  conversation with a
competitor  may  later  be  the  subject  of  testimony  given under oath by the
competitor  and  other participants in the conversation who may be served with a
subpoena  from  government  investigators requiring an appearance before a grand
jury.  If  a  competitor  raises  any  of the above issues (agreeing on pricing,
allocating  markets  or  customers,  etc.),  you  should  stop  the conversation
immediately  and tell the competitor that under no circumstances can you discuss
these  matters.  If  you are concerned about a conversation, report the incident
to  the  Chief  Financial  Officer.

INTERNATIONAL  BUSINESS
Special  care  must be taken to identify and accommodate the differences between
international  markets  and  those  in  the  United  States.

As  a Company operating internationally, we encounter laws which may vary widely
or,  on  occasion,  conflict with one another.  Local customs and practices with
regard  to  business  and social dealings may also vary from country to country.
Our  policy  is to comply with all laws which apply in the countries where we do
business,  however these laws do not supercede the laws that govern us as a U.S.
company.  In  other  words,  we  must  obey  the  laws of both countries.  If an
occasion  arises where laws conflict, it is imperative to seek legal advice.  In
countries  where  common business practices might be less restrictive than those
outlined  in our Corporate Code of Conduct and Compliance Policy, we will follow
the  policies  outlined  in  our Code.  We must at all times adhere to U.S. law,
regardless  of  the  country  in  which  we  are  operating.

                                       10
<PAGE>

FOREIGN  CORRUPT  PRACTICES  ACT
The  Foreign  Corrupt  Practices Act and other U.S. laws prohibit the payment of
any  money  or  anything  of value (i.e. gifts, meals, entertainment, etc.) to a
foreign  official,  foreign  political  party  (or  official  thereof),  or  any
candidate  for foreign political office for purposes of obtaining, retaining, or
directing  business.   These  restrictions  also apply to consultants and agents
acting  on  our behalf.  A U.S. COMPANY MAY BE HELD RESPONSIBLE FOR A BRIBE MADE
BY  A  FOREIGN  SUBSIDIARY IF THE ARRANGEMENT HAD A SUFFICIENT RELATIONSHIP WITH
THE  U.S.  PARENT SO THAT THE PROSECUTING AUTHORITIES HAVE REASON TO ALLEGE THAT
THE U.S. PARENT KNEW WHAT WAS GOING ON.  As a Company and as associates, we must
strictly  abide  by  these laws.  No matter how pervasive bribery may be in some
countries,  no  country openly defends the demand for, or the payment of, bribes
as  ethically permissible.  A claim that the practice is "accepted" really means
that  it  is  tolerated when kept secret.  Any violations or any solicitation to
violate these laws must be reported immediately to the World Wide Vice President
of  Human  Resources.

The  Foreign  Corrupt  Practices  Act  may  allow,  depending  on  local  law,
"facilitating  payments,"  such  as payments for processing governmental papers,
phone  service,  securing  required  permits,  or  obtaining  adequate  police
protections  -  transactions  which  simply facilitate the proper performance of
duties.  Facilitating payments are not payments to pass goods that should not be
                                   ---
passed,  nor  are  they  payments  to  obtain  exclusive and unfair preferential
         ---
treatment.  While Company policy does not prohibit such payments, associates are
to  seek advice in advance in cases where facilitating payments may be involved.
Any  such  facilitating payments must be properly accounted for in the Company's
records.  In  addition,  no  associate  should  retain the services of a foreign
representative  in  any  foreign country without first obtaining the approval of
the  World  Wide  Vice  President  of  Human  Resources.

EXPORT  CONTROLS
GSI's  worldwide  operations  require  an awareness of international trade laws.
GSI,  all  its  associates  worldwide,  and  its joint venture partners, agents,
distributors,  and  other representatives must comply with these laws, including
U.S.  trade  sanctions,  economic  embargoes, and export and re-export controls.

The  export  of  goods  and  technology from the United States is regulated by a
number  of  very  complicated  laws  and regulations.  There are many factors in
determining  whether  a  product  or  technology  can be exported, including the
nature  of  the  item,  the country of destination, and the end-user or end-use.
Export restrictions apply not only to the export of goods and services, but also
to  the licensing of software and the transfer of technology in many forms, such
as  plans,  designs,  training,  consulting,  and  technical  assistance.  These
restrictions can also apply to foreign-made products based on U.S. technology or
that  contain  U.S.  parts  or  components.

Conversations  of  a  technical  nature with a citizen of another country may be
considered  an  export  even  when  the foreign citizen is in the United States.
When  foreign  visitors  tour our facilities, what they see can be considered an
export.

U.S.  laws  and  regulations  limit  exports  of  certain  products to customers
designated by country, by name, or by intent with respect to the product.  Also,
the  Treasury  Department's  Office  of  Foreign  Assets  Control  administers
prohibitions  on  commercial and financial transactions with selected countries,
or  nationals  of  those countries, by U.S. companies and foreign firms owned or
controlled  by  U.S.  companies,  regardless  of  the product sold or purchased.
CURRENTLY,  TRADE  IS  SUBSTANTIALLY  RESTRICTED  OR  EMBARGOED  WITH  SEVERAL
COUNTRIES,  INCLUDING  CUBA,  NORTH  KOREA,  LIBYA,  IRAQ, IRAN, SUDAN, UNITA IN
ANGOLA,  AND  "YUGOSLAVIA"  (SERBIA  AND  MONTENEGRO).

                                       11
<PAGE>


Your  responsibility:

     Be  familiar  with U.S. export control laws, trade sanctions, and embargoes
if  you  work  on  programs  involving  international  trade.
     Maintain  complete  and  accurate  records  of  international transactions.
     Consult  with  the  Chief  Financial Officer anytime you are dealing with a
product  or  technology  intended  for  export.  You  must  have  the  necessary
government  approvals  BEFORE  proceeding  with  the  export.
                       ------
     Accurately  complete  any  export  control  document.
     WATCH  OUT FOR TRANSACTIONS THAT COULD BE A "COVER" FOR PROHIBITED SALES BY
DIVERTING  THE  GOODS  THROUGH  VARIOUS CORPORATIONS OR COUNTRIES NOT SUBJECT TO
RESTRICTIONS.
     SCREEN  ALL  INTERNATIONAL TRANSACTIONS TO ENSURE AGAINST DEALINGS WITH ANY
INDIVIDUALS  OR  ENTITIES  ON LISTS OF PROSCRIBED PARTIES MAINTAINED BY THE U.S.
GOVERNMENT.

Some  of  these  laws  apply  to  "U.S. persons" which is defined to include all
companies  organized  under  the  laws  of  any  "U.S.  jurisdiction"  including
unincorporated  foreign  branches,  companies  managed from a U.S. location, any
U.S.  citizen or permanent resident wherever located, any person actually in the
U.S.  and,  for  certain,  purposes,  foreign subsidiaries "owned or controlled"
directly  or  indirectly  by  a  U.S.  company.  SOME OF THESE LAWS APPLY TO ANY
PERSON  OF  ANY  NATIONALITY  ACTUALLY  DEALING  IN  U.S.  ORIGIN  ITEMS.

The  regulations  provide  for imprisonment and substantial fines for directors,
officers,  and  associates of any U.S. firm involved in willful violation of the
regulations.  The  regulations  may  also  apply  to  foreign  subsidiaries  or
affiliates of GSI.  Further, transactions with an entity with knowledge that the
products will ultimately go to a restricted country may violate the regulations.
These  regulations  are  complicated  and periodically may change as a result of
legislative  or  executive  action.  Advice  on  specific  transactions  must be
obtained  from  the Chief Financial Officer.  REMEMBER, IT IS AGAINST THE LAW TO
FACILITATE  THE  UNAUTHORIZED  EXPORT  OF  ANY  GSI  PRODUCT.

ANTIBOYCOTT
U.S.  law  prohibits  GSI  from complying with or supporting a foreign country's
boycott  of  another  country  which  is  "friendly"  to  the United States.  In
addition,  GSI is required to report promptly to the U.S. government any request
to support or to furnish information concerning a boycott.  A foreign country or
an entity associated with the country could make the request in bid invitations,
purchase  contracts,  letters  of  credit,  or  orally  in  connection  with  a
transaction.  Because  this  is a complex legal area, if you identify or receive
any  boycott-related  language  or  requests, report them to the Chief Financial
Officer  who  will consult with the proper advisors.  The law also requires that
all  direct  or  indirect  requests  to  take boycott related actions (including
requests  to  provide  information  or  to  agree  to  boycott related terms) be
reported  to  the  U.S.  government.  Because the laws and regulations governing
international  boycotts  are complex and revised often, it is important that you
consult  with  the  Chief Financial Officer on potential boycott related issues.

SUMMARY
We  realize that it can be very frustrating when our competitors may not play by
the  same rules.  It can be even more frustrating if the practice in question is
commonly  accepted  in  a particular area or country.  However, neither of these
rationalizations  are  acceptable for breaking the law.  Losing a sale is better
than  defending your actions in court, which can result in expensive litigation,
embarrassment,  and  a loss of confidence with colleagues and customers.  If the
choice  was  as  simple  as  losing a sale or sitting in a jail cell, the choice
would  be  simple;  keep  it  simple!

                                       12
<PAGE>

LEGAL  COMPLIANCE
It  is  the  Company's  intent  to  conduct  its business in a way that not only
conforms  to the letter of the law, but also promotes the spirit of fairness and
honesty  behind  the  law.

Since we operate in a very regulated legal environment, you must become familiar
with  and  comply  with  the  laws  and  regulations  which  govern your area of
responsibility.  Decisions  regarding  the application of particular laws should
not  be  made  without consulting with our attorneys.  You are not authorized to
take any action which our attorneys have advised would constitute a violation of
the law.  All legal issues and contract signings must be reviewed with the Chief
Executive  Officer.



                                       13
<PAGE>

                              YOUR RESPONSIBILITIES
                              ---------------------
                                  TO THE COMPANY
                                 ---------------


HARASSMENT  FREE  WORKPLACE
Harassment  may  take  many  forms,  from  overt advances to demeaning comments,
jokes,  language,  and  gestures.  SUCH BEHAVIOR MAY BE PERCEIVED AS HARASSMENT,
EVEN  IF  IT'S  NOT  INTENDED  THAT  WAY.

Harassment may occur when the words, actions, or behavior of members of the work
group create an intimidating, hostile, or offensive work environment.  This type
of  harassment  doesn't necessarily involve a direct threat to job benefits, but
can  be  destructive  to  a  positive  work  environment.

If  someone  does make unwanted sexual advances toward you, remember that no one
may  threaten  your  job,  your  evaluation,  your pay, or your work assignments
because  you  rejected  a  sexual  advance.

We must be sensitive to how others could perceive our behavior.  To determine if
behavior  is appropriate, ask yourself if you'd like to see it reported on the 6
p.m.  news.

If you feel you are being harassed, sexually harassed, or discriminated against,
tell  the  harasser  clearly  that the behavior is offensive and unwelcomed, and
that  if  it  does  not  stop immediately, you will take action.  If you are not
comfortable  confronting  the  harasser  or if the behavior continues, tell your
supervisor  or  speak  directly  to  a  Human  Resources  Representative.

GSI  PROHIBITS  HARASSMENT IN ANY FORM.  REPRISALS OR RETRIBUTION AGAINST ANYONE
WHO  LODGES  A  COMPLAINT  WILL  NOT  BE  TOLERATED.

CONFLICT  OF  INTEREST
You  are  expected  to  avoid  situations  where the private interests of you or
members  of your family could conflict or reasonably appear to conflict with the
interests  of  the  Company.  It  is  unfair for associates to be put, or to put
themselves,  into  a  position  where  their  loyalties  are  divided.

You  should  not  have  any  business  or  financial relationships with dealers,
customers, suppliers, or competitors that could influence or appear to influence
you  in carrying out your responsibilities.  This would include the ownership of
stock  in their companies.  However, ownership of a nominal amount of stock in a
publicly  owned  company  whose  stock is traded on a national stock exchange or
over  the counter would not be considered a conflict unless the amount was large
enough  to  influence  you,  normally  this  is  defined as more than 10% of the
outstanding  stock.  You  may not work in any capacity for a competitor, dealer,
customer,  or  supplier  whether  as an associate, consultant, or advisor of any
type  without  prior  approval  from  the  Vice  President  of  Human Resources.

You  must  disclose  any potential conflict of interest to your supervisor so it
can  be  resolved.  If  you  are not sure if your situation or relationship with
another  organization  might conflict with your job performance or the Company's
interests,  you  should  discuss  it  with  your supervisor or a Human Resources
Representative.  Most potential conflict situations are readily resolved, and it
is  always  best  for  you  to  raise  your concerns before it becomes an issue.

                                       14
<PAGE>

OUTSIDE  ACTIVITIES
An  associate's  primary  work  obligation  is  to GSI.  Associates should avoid
outside  employment  or  activities  that  would  have  a negative impact on the
performance of their job with GSI, or conflict with their obligation to GSI.  No
associate  may  engage in work or work-related activities for profit or personal
interest  during  hours  while  on Company duty, other than for and on behalf of
GSI.

RELATIONSHIPS  WITH  FELLOW  ASSOCIATES
With  the  growth  of two-career families and the expansion of our industry, you
may  find  yourself  in  a  situation  where your spouse, another member of your
immediate  family,  or someone else you are close to is a competitor or supplier
of  GSI, or is employed by GSI.  While everyone is entitled to choose and pursue
a  career,  such  situations  call  for  extra  sensitivity  to  security,
confidentiality,  and  conflicts of interest.  The closeness of the relationship
might  lead  you  to inadvertently compromise GSI's interest.  There are several
factors  to  consider  in  assessing  such  a  situation:

     The  relationship  between  GSI  and  the  other  company.
     The  nature  of  your  responsibilities as a GSI associate and those of the
person  close  to  you.
     The  access  each  of  you has to your employer's confidential information.

It  is  your  responsibility to bring any potential conflict to the attention of
your  supervisor.  The  supervisor  has the responsibility to seek guidance from
higher  levels  of  management.

UNAUTHORIZED  USE  OF  COMPANY  PROPERTY/SERVICES
You  may  not  use  Company  property  and  services for the personal benefit of
yourself  or  someone else unless the use has been properly approved for general
associate  use  or  for  a  specified  purpose.

NO  COMMUNICATION  SHOULD  BE  PLACED  ON  GSI  LETTERHEAD  THAT IS NOT STRICTLY
BUSINESS  RELATED  AND  FOLLOWS  THE  POLICIES  CONTAINED  WITHIN  THIS  CODE.

ASSOCIATE  PRIVACY
Associates  should  not  place  personal  information  or items in or on Company
property  if  they do not want such information or items subjected to disclosure
to GSI.  If necessary, GSI may search associate work spaces (including desks and
computer  systems),  voice  mail,  credit  card records, or other areas or items
which  are  Company  property.

REPORTING  OF  HOURS  WORKED
Each  of  us  has an obligation to productively use the time paid for by GSI. If
your  location  utilizes  Workforce  for  recording  of  hours  worked,  you are
responsible  for  badging  in and out each day. If your location is not equipped
for  Workforce,  your location will discuss with you the method for recording of
hours.  All  associates  shall  report  only the true and actual number of hours
worked  by them. Reporting of hours not worked (i.e. holiday or disability pay),
but  for  which  pay  is  received,  must  also  be  true  and  accurate.

All  associates  must complete an "Absence Report" when they are unable to work,
and note on the document the applicable reason (sick, personal, business travel,
vacation,  etc.).  This  form  can  either be submitted online at GSI's intranet
site,  or  an actual form can be completed and then faxed to the corporate Human
Resources Department located in Assumption, Illinois (217-226-6250) so that they
may  determine  if  any  pay  adjustments  need  to  be  made.
                                       15
<PAGE>

EXPENSE  REPORTS
Business  expenses  properly  incurred  in  performing  Company business must be
documented  promptly with accuracy and completeness on expense reports following
the  Company  policies  and  procedures  for  expense  reporting.

All  computer,  cellular  phone,  and electronic related purchases require prior
approval  from  the  Information  Technology  Department.  The  Manager  of
Telecommunication's  name  must  appear  on  the expense report in order for the
expense  to be reimbursed.  This includes equipment, software, updates/upgrades,
accessories,  etc.

Whenever  possible,  office supplies should be obtained at the Assumption office
through the Fleet Manager.  These items are purchased at a volume discount which
represents  a savings over smaller individual purchases.  If supplies are needed
in  an emergency situation or specialty items are necessary, phone approval from
the  associate's  supervisor  for  items  over  $50.00  will  be  required  for
reimbursement.

Expenses  for items such as personal clothes cleaning, in-room movies, etc. will
not  be  reimbursed.

QUALITY
GSI  is committed to providing quality to its customers.  Every day thousands of
individual  tasks  must  be  completed successfully if the Company is to provide
products  and  services  that  meet  or  exceed  the customers' expectations and
fulfill  the  Company's  contractual  obligations.

"Quality"  at  GSI  means  doing the job right, on time, and always to the total
satisfaction  of  the  customer.  Quality does not come from an "after the fact"
repair  or rework job.  It is more than a quality end product or service - it is
an  attitude  that  results  in our doing our jobs ethically, honestly, and with
integrity.

SAFEGUARDING  COMPANY  ASSETS
Besides  its  people,  GSI's  most important asset is its intellectual property,
including  its  physical  property, technology, copyrights, patents, trademarks,
trade secrets, and other proprietary information.  Each associate is responsible
for protecting GSI's intellectual property by maintaining the confidentiality of
GSI's  trade  secrets  and  other  confidential  information.

Managers  are  responsible  for  setting up and keeping good controls to protect
Company  assets  from  loss  or unauthorized use.  All of us are responsible for
protecting  the  Company by assisting in preventing waste and theft and assuring
the  integrity  of  the  controls.

CONFIDENTIAL  AND  PROPRIETARY  INFORMATION
You  will  have  access  to and become knowledgeable about sensitive information
which  is  very  valuable to the Company.  We are all responsible for protecting
the  confidentiality  of  such  information.

Sensitive  business  information  requiring  protection  includes,  for example,
non-public  financial  information,  product  and  business plans, manufacturing
processes, pricing strategies, inventions, customers' lists, materials developed
for  in-house  use,  and  compilations  of  information which give the Company a
competitive advantage.  Proprietary of confidential information that you develop
as  part  of  your  job  is  Company  property.

Use  or  disclosure  of  this sensitive information must be for Company purposes
only  and not for personal benefit or the benefit of competing interests.  Also,
the  disclosure  of  such  information should be limited only to those inside or
outside  the  Company  who  have  a  legitimate  need  to  know.
                                       16
<PAGE>
Your responsibility to keep this type of information confidential continues even
after  your  employment  with  the  Company  ceases.

MEDIA  CONTACT  AND  PUBLIC  DISCUSSION
News  media contact, responses, and public discussion of Company business should
only  be  made  through  the  Vice  President  of  Human  Resources.  If you are
questioned  by news reporters or similar persons, you should refer them promptly
to  the  Vice  President  of  Human  Resources.

We  must  exercise  particular care when considering the release of sensitive or
material  information.  Failure to observe this policy can cause tremendous harm
and  spread  misinformation.  In  some  cases,  it may violate Security Exchange
Commission  (SEC)  rules  and  regulations.  Therefore,  think before you speak!


















                                       17
<PAGE>

                            ASSISTANCE AND COMPLIANCE
                            -------------------------


HOW  TO  RAISE  AN  ETHICAL  ISSUE
We  all  share  a  responsibility  to  protect  the Company's reputation, but we
realize it takes courage to raise an ethical issue - especially if it involves a
situation  in  your  work  area.  REST  ASSURED, THE COMPANY WILL SUPPORT YOU IN
CARRYING  OUT  YOUR  RESPONSIBILITY.

The best course of action when you have an ethical problem is to discuss it with
the  appropriate individual.  Every associate should report any conduct which he
or  she  believes  in  good faith to be a violation or apparent violation of the
Code.  All supervisors are to maintain an "open door" policy regarding associate
questions,  including  those  of business conduct and ethics.  Associates should
raise  a question of ethical behavior before it happens, rather than afterwards.
You  should  feel  free  to  consult  your  supervisor  or any other appropriate
individual  in  the Company when you need assistance, such as the Vice President
of  Human  Resources.

If you prefer to raise an ethical issue anonymously, you can write your concerns
in  a  personal  letter  addressed  to  the  Vice  President of Human Resources.

Anyone contacted with a request for assistance has a responsibility to follow up
on the request and to take very practical and reasonable measures to ensure your
relationship  with  the  Company  is  not  adversely  affected.

EXCEPTIONS  TO  THIS  CODE
The  Corporate  Code  of  Conduct  and  Compliance  Policy  cannot cover all the
situations  you  will  encounter  and  certain policies have exceptions.  If you
encounter  a  situation  where  the application of the Code seems inappropriate,
consult with your supervisor or senior management.   If necessary, they can then
consult  with  other  appropriate  personnel  to determine if an exception is in
order.

COMPLIANCE  REPORTING  AND  INVESTIGATIONS
You  are  responsible for understanding and complying with our Corporate Code of
Conduct and Compliance Policy.  Your supervisor is responsible for assisting you
in  understanding  the  Code  and  being  aware  of  the ethical quality of your
business  behavior.  You  also  have  a  responsibility  to report any suspected
violations of this Code to senior management.  NO ASSOCIATE ACTING IN GOOD FAITH
WILL  SUFFER ANY ADVERSE ACTION OR CAREER DISADVANTAGE FOR QUESTIONING A COMPANY
PRACTICE  OR REPORTING A SUSPECTED VIOLATION OF THIS CODE OR OTHER IRREGULARITY.
Associates  are  expected  to  cooperate  in  the  investigation  of any alleged
violation  of  applicable  laws or regulations, of the Code, or of the Company's
related  policies  and  procedures.

The Company will investigate all possible Code violations.  In doing so, it will
respect  the  rights  of  all  parties  concerned.

The  identity  of  associates  reporting  possible  violations  will  be  kept
confidential - unless the Company is required to reveal it to carry out the Code
or  required  by  applicable  law  or  judicial  process.

                                       18
<PAGE>


DISCIPLINARY  MATTERS
GSI's  strength is its talented and energetic group of associates throughout the
world.  GSI's  management  has every confidence that this Code will succeed, and
we trust that each of you will recognize that we must adhere to the standards of
this  program  if we are to be the leader in our field.  Though we are confident
that  we  can  count  on  every  member  of  the GSI team to do his or her part,
deviations  from  our  business  conduct  standards  will  not  be  tolerated.
Disciplinary  action  will  be taken against any individual who is found to have
authorized,  condoned,  participated in, or concealed actions that violate these
standards;  against  any  individual  who  knowingly  falsely  accuses  another
associate  of  a violation of a law policy or these standards, or who raises any
ethical  or  compliance  issue under false pretenses; against any supervisor who
disregards  or  approves  a  violation,  or  who  fails  to  prevent  or  report
violations;  and  against  supervisors who retaliate, directly or indirectly, or
encourage  others  to  retaliate against an associate who reports a violation of
these  standards.

The  Company,  at  its  discretion,  will  impose  appropriate  discipline  for
violations  of  the  Code,  up  to  and  including  termination  of  employment.

Failure  to  comply  with the standards contained in the Code may also result in
referral  of individual misconduct for criminal prosecution and reimbursement to
the  Company,  the  government,  or  other  parties  for  any  losses or damages
resulting  from  the  violation.

INDIVIDUAL  JUDGMENT
The  Corporate  Code of Conduct and Compliance Policy is intended to help all of
us  better  understand  what  we  believe to be in the best interest of everyone
associated  with  GSI.  Ultimately,  however,  you  need  to  depend on your own
individual  judgment  in deciding on the correct course of action.  As you think
about  a  particular  situation, you should consider the following facts to help
you  arrive  at  a  satisfactory  answer:

     Is  my  action  consistent  with  GSI's  virtues?
     Is  my  action  consistent  with  approved  Company  policies or practices?
     Does  my  action  give  the  appearance  of  impropriety?
     Will  my  action bring discredit to an associate, the Company, or myself if
disclosed?
     Can  I  defend  my  action  to  my supervisor, other associates, and to the
general  public?
     Does  my  action  meet  my  personal  code  of  behavior?
     Does  my action conform to the spirit of this Corporate Code of Conduct and
Compliance  Policy?

The  GSI  Corporate Code of Conduct and Compliance Policy is intended to reflect
the  collective good judgment and common sense of all of us.  Whenever you see a
situation  where  this  is  not  the case, you have the responsibility TO MAKE A
DIFFERENCE  so  the  situation  can  be  changed  for  the  better.

OTHER  INFORMATION  (CORPORATE  POLICIES  AND  PROCEDURES)
The  Corporate  Code  of  Conduct  and  Compliance  Policy  is  supported  and
supplemented  by other corporate polices and procedures (for example:  Associate
Handbook,  Electronic  Media  Policy,  Equal  Employment  Opportunity  Policy,
Associate  Conduct  and  Work  Rules,  Drug  and  Alcohol  Policy,  Progressive
Discipline  Policy,  Sexual  and  Other  Unlawful  Harassment  Policy,  At-Will
Employment

                                       19
<PAGE>

Policy, Basic Business Records Retention Policy, No Solicitation/No Distribution
Policy,  Travel Policy, Associate Patent and Confidential Information Agreement,
etc.).  These  policies  and  procedures  provide  clear and specific directions
concerning  everyday  business  practices  and  behavior.  Associates wishing to
consult  a  particular corporate policy or procedure should ask their supervisor
or  a  Human  Resources  Representative.






















                                       20
<PAGE>

                               THE GSI GROUP, INC.

   CERTIFICATION OF COMPLIANCE WITH THE CORPORATE CODE OF CONDUCT AND COMPLIANCE
                                     POLICY


I  have  received  a copy of The GSI Group, Inc.'s Corporate Code of Conduct and
Compliance  Policy  dated April 3, 2006.   I understand that the Code provisions
represent  the policies of The GSI Group, Inc., its subsidiaries, and divisions.

I  have read and understand the Corporate Code of Conduct and Compliance Policy.
I acknowledge that it is my responsibility to comply with the Code and to ensure
that  anyone  who  reports  to  me  also  complies.  I am aware of my continuing
obligation  to  bring to the attention of my supervisor and/or senior management
any  activity that appears to be in violation of or inconsistent with this Code.


Signature          ____________________________________

Printed  Name     ____________________________________

Associate  #          ____________________________________

Date               ____________________________________



   UNITED STATES FACILITIES: RETURN THIS FORM TO YOUR LOCATION'S HUMAN RESOURCES
                                 REPRESENTATIVE.
      INTERNATIONAL FACILITIES: RETURN THIS FORM TO THE MANAGING DIRECTOR.







                                       21
<PAGE>
</TEXT>
</DOCUMENT>
</SUBMISSION>
