FIRST ADDENDUM TO LEASE

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This First Addendum To Lease dated June 8th, 2007, is between AGRACEL, INC., an Illinois corporation, having its principal place of business at 1200 Network Centre Drive, Suite 3, Effingham, Illinois 62401, and THE GSI GROUP, INC., a Delaware corporation, or its assigns, having its principal place of business at 1004 East Illinois, Assumption, Illinois 62510  (designated as Grain Systems, Inc. in the Lease dated March 1, 2007):

Recitals:

   (A)  On March 1, 2007, Agracel, Inc. (“Lessor”) and Grain Systems, Inc. (“Lessee”) entered into a Lease (“Lease”) a copy of the first page and the signature page of which are attached hereto as Exhibit A.

(B)  Lessor and Lessee want to amend the Lease by restating the name of the Lessee, by increasing the size of the Premises, the Land and the Building subject to the Lease, by increasing the rent, and by making other modifications to the Lease.

Now therefore, in consideration of the additional obligations to be performed by the Lessor and Lessee, the Lessor and Lessee amend the Lease by agreeing to the following:

1.  Lessee’s Name.  Lessee shall be “The GSI Group, Inc., a Delaware corporation” rather than Grain Systems, Inc., an Illinois corporation.”

2.  Lessee’s Purchase and Transfer of Additional Real Estate.  Lessee shall purchase from Taylorville Industrial Development Corporation, an Illinois corporation, whose mailing address is 108 West Market, Taylorville, Illinois 62568 the real estate described on Exhibit B (“Additional Real Estate”) and Lessee shall, within 10 days following the transfer of the title to the Additional Real Estate to Lessee, transfer title to the Additional Real Estate to Lessor by quit-claim deed and on the same terms as the Agreement to Purchase between Lessee and the Taylorville Industrial Development Corporation with the exception of paragraph VII B (1) attached as Exhibit C (“Exhibit C Contract”), which Lessor has examined and approves, provided however, that Lessee shall remain solely responsible for performing the obligations set forth in Section VII, B (1) of the Exhibit C Contract.   At Lessee’s expense, Lessee shall furnish Lessor with an ALTA title insurance policy commitment for the Additional Real Estate in the amount of $40,000.

3.  Lessor’s Construction.  Upon Lessee’s transfer of title of the Additional Real Estate to Lessor and upon satisfaction of the contingencies set forth in paragraph 6 hereof, the Lessor shall commence construction of a 100,000 square foot expansion to the Building, as defined in the Lease as of March 1, 2007, on the Additional Real Estate pursuant to the plans and specifications approved by Lessor and Lessee in satisfaction of the contingency set forth at paragraph 6 (a) hereof (“Expansion Plans”) as the same may be amended from time to time by agreement of the parties, as set forth in written change orders signed by both parties or their designated representatives (“Building Addition”).

4.  Expansion Plans.  Lessor agrees that with regard to the Expansion Plans:

(a)            Substantial Completion of Construction.  Lessor shall substantially complete construction of the Building Addition  so that it is to Lessee’s reasonable satisfaction under roof and sufficiently complete to take delivery of Lessee’s equipment not later than 190 days after the later of (i) the execution date of this First Addendum to Lease or (ii) the transfer of title of the Additional Real Estate to Lessor by Lessee (“Substantial Completion Date”).  Lessee shall have the right on and after the Substantial Completion Date to enter into the Building Addition for the purpose of making any and all installations of Lessee’s equipment to be used in the Building Addition.

(b)  Completion of Construction, Occupancy Permit and Commencement Date.  Except for punch-list items, Lessor shall complete construction of the Building Addition and furnish Lessee with a certificate of occupancy not later than 230 days after the later of (i) the execution date of this First Addendum to Lease or (ii) the transfer of title of the Additional Real Estate  (“Commencement Date”).  Punch list items will be completed not later than 30 days after the Commencement Date.

(b)            Construction Standards.  Lessor will secure all necessary permits for the construction of the Building Addition; Lessor warrants that the construction of the Building Addition will be completed in a good and workmanlike manner, that materials and workmanship will be of such quality as is usual and customary in the Taylorville, Illinois area, and that the construction shall comply with all applicable building and safety codes, and shall comport in all material respects with the Expansion Plans.

(c)            Mechanicals and Fixtures.  Lessor shall construct  and provide the ventilation, heating, air conditioning, electrical, plumbing, and mechanical systems, equipment, and fixtures for the Building Addition in accordance with the Expansion Plans.

(d)           Warranties.  Upon the Commencement Date or as soon thereafter as they shall become available, Lessor shall deliver and transfer to Lessee all manufacturers’ warranties, owners’ manuals and related materials.  Lessor warrants to Lessee the workmanship and materials of the Building Addition and its components installed by Lessor, its contractors, subcontractors, agents, and anyone working under Lessor’s control, for a period of one (1) year after the Commencement Date.

5.  Amendment of Lease.  Effective as of the Commencement Date, certain paragraphs of the Lease dated March 1, 2007 shall be amended as follows:

(a)           Property Leased.  Paragraph 1 of the Lease dated March 1, 2007 is amended as follows:

(b)  Rental.  Paragraph 2 of the Lease dated March 1, 2007 is deleted in it entirety and in lieu thereof the following is substituted:

(c)  Term.  Paragraph 4 (a) of the Lease dated March 1, 2007 is deleted in it entirety and in lieu thereof the following is substituted:

(d)  Security Deposit.  Paragraph 5 of the Lease dated March 1, 2007 is deleted in it entirety and in lieu thereof the following is substituted:

(e)  Existing Leases.   Paragraph 37 (f) of the Lease dated March 1, 2007 is deleted in it entirety and in lieu thereof the following is substituted:

            (f)  Termination Agreements in the form of Exhibit D signed by the Lessees of the Existing Leases, excepting therefrom termination of the lease with Ahlstrom Engine Filtration, LLC.

(f)  The next to the last paragraph of Paragraph 37 of the Lease dated March 1, 2007 is deleted in it entirety and in lieu thereof the following is substituted:

 (g)  Notices.  Paragraph 30 of the Lease dated March 1, 2007 is deleted in it entirety and in lieu thereof the following is substituted:

(h)  Option Price.  Paragraph 39 of the Lease dated March 1, 2007 is amended by adding the following as an additional paragraph after the last paragraph of Paragraph 39:

Anything herein to the contrary notwithstanding, the Option Price as herein defined shall be reduced the amount determined in the appraisal process as attributable to the value of the Additional Real Estate.

6.  Contingencies.  Anything herein to the contrary notwithstanding, the obligations of Lessor and Lessee hereunder are contingent upon the occurrence of the following:

a.  within 15 days after the date of this First Addendum to Lease, the Lessor providing  Lessee with a completed set of plans and specifications for the construction of the  Building Addition and the Lessor and Lessee signing a written memorandum approving of such plans and specifications (“Expansion Plans”).

b.  within 15 days after the date of this First Addendum to Lease, the Lessor providing Lessee with the cost to construct the Building Addition pursuant to the plans and specification, which cost shall not exceed $3,600,000 unless otherwise agreed, and the Lessor and Lessee signing a memorandum agreeing to such cost to construct the Building Addition (“Construction Cost”).

c.  within 15 days after the date of this First Addendum to Lease, the Lessor and Lessee signing a Second Addendum to Lease to which will be attached and made a part thereof the Expansion Plans and the Construction Cost memorandum.  In the event the Construction Cost varies from $3,600,00, the Second Addendum to Lease shall also state the rent calculated in accordance with paragraph 5(b)2(iv) hereof and shall state the security deposit calculated in accordance with paragraph 5(d) hereof.  The Second Addendum to Lease shall also include such other matters as the parties mutually agree are necessary to fully and correctly state their agreement with regard to the construction and leasing of the Building Addition.

In all other respects the Lease dated March 1, 2007 is ratified and confirmed.

LESSEE:		LESSOR:
THE GSI GROUP, INC.		AGRACEL, INC.
a Delaware corporation		an Illinois corporation
By:/s/ William J. Branch		By: /s/ R. Dean Bingham
Its: Chairman and CEO		Its: President
ATTEST:		ATTEST:
By:/s/ Mike Brotherton		By: /s/ Michael Mumm
Its: VP Operations		Its: Secretary

Legal Description of Additional Real Estate

Part of the Southwest Quarter of Section 33, Township 13 North, Range 2 West of the Third Principal Meridian, described more particularly as follows:

Commencing at a disk marking the West One Quarter corner of the aforementioned Section 33, thence South 01 degrees 02 minutes 25 seconds East along the section line a distance of 657.15 feet, thence South 89 degrees 18 minutes 26 seconds East a distance of 42.07 feet to an iron pin on the East Right-of-Way line of S.B.I. Route 48, said pin marks the true Point of Beginning, thence continuing South 89 degrees 18 minutes 26 seconds East a distance of 828.25 feet, thence South 02 degrees 04 minutes 23 seconds East a distance of 700.90 feet to an iron pipe marking the beginning of a 150.00 foot radius curve to the left, thence Northwesterly 229.43 feet along said curve whose long chord bears North 45 degrees 53 minutes 25 seconds West for a distance of 229.43 feet to an iron pipe, thence North 89 degrees 42 minutes 27 seconds West a distance of 694.52 feet to an iron pipe on the East Right-of-Way line of S.B.I. Route 48, thence North 01 degrees 00 minutes 32 seconds West along said Right-of-Way line a distance of 562.43 feet to the true Point of Beginning.  Said parcel contains 10.801 acres, more or less.  All in the County of Christian, State of Illinois.