







                               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>
