EXHIBIT 10.2

                                 FIRST AMENDMENT
                                       TO
                     REAL ESTATE PURCHASE AND SALE AGREEMENT

      This First Amendment to Real Estate Purchase and Sale Agreement (this
"Amendment") is entered into as of July 7, 2005 by and between GSI Lumonics
Corporation (the "Seller") and STAG Capital Partners, LLC (the "Purchaser").

BACKGROUND

      A. Seller and Purchaser entered into a Real Estate Purchase and Sale
Agreement with an Effective Date of June 8, 2005 (the P&S Agreement") concerning
certain premises located at 22300 Haggerty Road, Farmington Hills, Michigan.

      B.  Seller and Purchaser wish to ratify and amend the P&S Agreement as
provided below.

      C.  Capitalized terms used herein without definition have the meanings
given to them in the P&S Agreement.

      AGREEMENT

      NOW THEREFORE, for valuable consideration, the Seller and Purchaser agree
as follows:

      1.  The following shall be additional Conditions Precedent Favoring
Purchaser as if the same were set forth. in Section 6.1 of the P&S Agreement:

      (a) Before the Closing Date, Purchaser shall have received evidence
      satisfactory in Purchaser's reasonable discretion that any improvements on
      the Property (other than improvements in the process of being constructed
      on the Property by Tenant) comply in all material respects with all
      applicable building code provisions, and that all such improvements have
      received final non-appealable certificates of occupancy (and originals or
      copies of the same shall have been provided to Purchaser), other than any
      certificate of occupancy that Tenant is obligated to obtain pursuant to
      the Lease.

      (b) Before the Closing Date, Purchaser shall have received evidence
      satisfactory in Purchaser's reasonable discretion, duly executed and
      delivered by Tenant, that the Access Date occurred before June 1, 2005 as
      required by Section 1.02 of the Lease, and that Tenant is not entitled to
      any remedy set forth in the Lease provided due to a delay in the Access
      Date (including but not limited to any delay in the Rent Commencement Date
      or any additional free rent period provided pursuant to Section 1.05 of
      the Lease).



      2. Except as otherwise provided above, the P&S Agreement is ratified and
confirmed and remains in full force and effect. Section l(a) above supersedes
and replaces Section 6.1(i) of the P&S Agreement.

      3. All references in the P&S Agreement to "this Agreement" shall mean the
P&S Agreement as amended by this Amendment.

      4. This Amendment maybe executed by facsimile and in counterparts and it
shall be sufficient that the signature of each party appear on one or more of
such counterparts.

      EXECUTED under seal as of the date first above written.

                                        SELLER:
                                        GSI Lumonics Corporation

                                        By: \s\ THOMAS R. SWAIN
                                            Name: Thomas R. Swain
                                            Title: VP & CFO

                                        PURCHASER:
                                        STAG Capital Partners, LLC

                                        By: \s\ BENJAMIN S. BUTCHER
                                            Name: Benjamin S. Butcher
                                            Title: Manager

      Parent executes this Amendment solely to acknowledge the agreements set
forth in this Amendment as they may affect Parent's obligations under Section
10.6 of the P&S Agreement..

                                        PARENT

                                        GSI Lumonics Inc.
                                        By: \s\ THOMAS R. SWAIN
                                            Name: Thomas R. Swain
                                            Title: VP & CFO