EXHIBIT 10.3 July 14, 1999 Subsidiary President Gerber Scientific Domestic Subsidiary Dear Subsidiary President: Gerber Scientific, Inc. (the "Company") considers it essential to the best interests of its stockholders to foster the continuous...

                                                     EXHIBIT 10.3

July 14, 1999

Subsidiary President
Xxxxxx Scientific Domestic Subsidiary

Dear Subsidiary President:

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

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

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

1.    Term of Agreement

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

2.   Change in Control

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

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

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

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

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

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


3.   Termination Following Change in Control

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

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

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

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

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

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

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

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

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

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

(B)  Disability; Retirement.

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

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

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

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

4.   Compensation upon Termination Following a Change in Control

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

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

(ii) On the Payment Date the Company shall also pay you a
severance payment equal to two and one half (2 1/2) times the sum
of (x) your full base salary and (y) your annual incentive bonus
payment in effect on the Date of Termination.

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

(iv) The Company shall maintain in full force for two and one
half  (2  1/2)  year(s) following the Date  of  Termination  (the
"Benefit  Period")  all  life  insurance,  health  (medical   and
dental),   accidental  death  and  dismemberment,   pension   and
disability  plans  and  programs in which  you  are  entitled  to
participate immediately prior to the Date of Termination,  or  if
your  continued participation is not possible under  the  general
terms  and  provisions of such plans and programs,   the  Company
shall  provide you with benefits equivalent to those provided  by
such  plans and programs, provided that the Company will  not  be
required  to maintain these plans and programs, or the equivalent
thereof, beyond your reaching the age of 65 or upon your securing
new  full time employment which makes such benefits available  to
you.   Additional  years of service equal to the  length  of  the
Benefit   Period  will  be  credited  to  you  for  purposes   of
calculating  your benefits under the Company's Pension  Plans  at
the  rate  of  your full base salary and annual  incentive  bonus
payment  in  effect  on the Date of Termination  (as  defined  in
Section 4(A)(i) hereof).

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

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

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

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

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

-   the amount of the Payments that shall be treated as subject
to the Excise Tax shall be equal to the lesser of (A) the total
amount of the Payments or (B) the amount of "excess parachute
payments" within the meaning of Section 280G(b)(1) of the Code
(after applying the previous clause); and

-    the value of any noncash benefits or any deferred payment or
benefit shall be determined by Tax Counsel in accordance with the
principles of Sections 280G(d)(3) and (4) of the Code.

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

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

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

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

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

5.   Successors; Binding Agreement

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

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

6.   Confidential Information

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

7.   Agreement Not to Compete

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

8.   Notice

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

9.   Miscellaneous

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

10.  Validity

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

11.  Counterparts

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

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

                                        Sincerely,
                                        GERBER SCIENTIFIC, INC.


                                        By:    _________________
                                        Name:  Xxxxxx X. XxXxx
                                        Title: Vice President
                                               Human Resources


AGREED TO THIS ____ DAY OF __________, 1999



By:  ________________________________
     Subsidiary President


    ________________________________
     Mailing Address

    ________________________________