EXHIBIT 99

                      DESCRIPTION OF DIFFERENCES BETWEEN
                     THE LAW OF ONTARIO AND NEW BRUNSWICK

ONTARIO VS. NEW BRUNSWICK

     Upon the issuance of a certificate of continuance under New Brunswick law,
the shareholders of GSI Lumonics, became shareholders of a corporation continued
under the laws of the province of New Brunswick.  Generally Ontario and New
Brunswick law provide substantially similar rights to shareholders of a
corporation existing under either of those jurisdictions.  New Brunswick law
contains derivative action, oppression, and dissent and appraisal rights similar
to those prescribed by Ontario law.  There are, however, differences between
Ontario and New Brunswick law which will result in various changes to the rights
of shareholders of GSI Lumonics.  The following is a summary of the significant
differences between Ontario and New Brunswick law insofar as they may be
regarded as affecting the rights of shareholders of GSI Lumonics.  The following
is a summary only and does not purport to be a comprehensive statement of the
particulars of the actual statutory provisions to which reference is made.

     Residency and qualifications of Directors.  There is no requirement under
New Brunswick law that directors be residents or citizens of Canada.
Accordingly, following the continuance, GSI Lumonics will not be required to
have a majority of directors who are resident Canadians on the board of
directors of Luminous, or any committee thereof, as currently required under
Ontario law.

     Cumulative Voting.  Under New Brunswick law, shareholders have cumulative
voting rights in the election of directors.  Ontario law permits, but does not
require, such cumulative voting rights.  Cumulative voting rights permit each
shareholder entitled to vote at a meeting of shareholders to cast a number of
votes equal to the number of shares held by the shareholder multiplied by that
number of directors to be elected.  The shareholder is entitled to cast all such
votes in favour of one candidate for director or distribute them among the
candidates in any manner.  The Articles of Continuance, however, provide that,
subject to applicable law, the shareholders of GSI Lumonics will not have
cumulative voting rights.  Such provision has been included in the Articles of
Continuance to anticipate any potential future amendment of New Brunswick law,
should New Brunswick law be amended to permit articles to provide that such
cumulative voting rights will not be available to shareholders of GSI Lumonics
subject to New Brunswick law.  Shareholders of GSI Lumonics should note,
however, that New Brunswick law does not currently contain any such provision
permitting articles to provide that such cumulative voting rights will not
apply.

     Place of Meetings of Shareholders.  Under Ontario law, meetings of
shareholders may be held at such place in or outside Ontario as the directors
determine, or, in the absence of such determination, at the place where the
registered office of GSI Lumonics is located.  The by-laws of GSI Lumonics
previously permitted the directors to determine the location of shareholders
meetings. Under New Brunswick law, there is no mandatory requirement to hold
shareholders' meetings within New Brunswick or within Canada.  The GSI Lumonics
Articles provide that shareholders' meetings may be held at any one or more
locations throughout the world, including without limitation, locations
specifically identified in such articles.

     Auditors and Financial Statements.  GSI Lumonics intends to prepare and
deliver quarterly audited annual financial statements in accordance with US
GAAP.  As described above, GSI Lumonics notwithstanding continuance under New
Brunswick law, will continue to be subject to applicable securities laws in
Canada and the rules of The Toronto Stock Exchange will provide for
comprehensive financial reporting and audit requirements including, for example,
preparation and delivery of audited financial statements in accordance with
Canadian GAAP and the appointment of an audit committee.  Accordingly, the
following differences between the Ontario and New Brunswick law will not impact
upon the financial statements and audit requirements currently imposed upon GSI
Lumonics by such securities laws and stock exchange rules.  New Brunswick law
does not require GSI Lumonics to appoint an auditor or that financial

 
statements be subject to audit. Further, under New Brunswick law financial
statements can be prepared in accordance with generally accepted accounting
principles applicable in non-Canadian jurisdictions. Under Ontario law a public
company is required to appoint an auditor and to deliver audited financial
statements to shareholders and t the Director under the Ontario Act. Such
financial statements, under the Ontario Act, are required to be prepared in
accordance with standards of the Canadian Institute of chartered Accountants.
Further, under Ontario law, GSI Lumonics is required to appoint an audit
committee. New Brunswick law does not contain a similar requirement.

     Capital.  Under New Brunswick law, share capital may be specified as having
a par value or no par value.  Under Ontario law, there is no provision for par
value shares.  However, the GSI Lumonics Articles continue to provide for only
non-par value shares.

     Pre-Emptive Rights.  Under New Brunswick law, unless otherwise provided in
the articles of a corporation, shareholders have pre-emptive rights in respect
of the issuance of certain securities of the corporation. However, New Brunswick
law provides that a corporation which has its shares listed on a prescribed
stock exchange including The Toronto Stock Exchange is not subject to the
otherwise applicable pre-emptive rights provisions in the New Brunswick Act.
Furthermore, the GSI Lumonics Articles specifically provide that such pre-
emptive rights will not be available to shareholders of the corporation.  Under
Ontario law, the granting of pre-emptive rights is permissive rather than
mandatory and, at present, there is no provision in the articles of GSI Lumonics
for pre-emptive rights.

     Take-Over Bid Rules.    Ontario law does not prescribe take-over bid rules
and requirements.  Applicable securities law, however, contain comprehensive
take-over bid rules which stipulate a 20% threshold for their application to an
offer to acquire shares.  Generally stated, these rules provide that any person
or company which offers to acquire shares which result in such person or company
holding more than 20% of the outstanding shares of GSI Lumonics, must, with
certain exceptions, make an identical offer to all the shareholders of GSI
Lumonics.  The corresponding percentage under New Brunswick law is 50%; however
the 20% threshold under applicable securities laws will continue to apply to GSI
Lumonics.

     Financial Assistance.  Under New Brunswick law the articles of GSI Lumonics
may provide that financial assistance may be given to certain persons and
related corporations notwithstanding solvency tests otherwise prescribed in New
Brunswick law.  The GSI Lumonics Articles do not so provide.  Ontario law
subjects financial assistance to prescribed solvency tests, which cannot be
removed by provision in the articles of GSI Lumonics.

     Shareholder Proposals.  New Brunswick law provides that holders of not less
than 10% of the voting shares of GSI Lumonics may submit a proposal with respect
to the election of directors.  Under Ontario law the corresponding threshold is
5%.  However, the Articles of Continuance specifically provide that holders of
not less than 5% of the voting shares of GSI Lumonics may submit a proposal with
respect to the election of directors.

     Mandatory Solicitation of Proxies.  As described above, GSI Lumonics,
notwithstanding continuance under New Brunswick law will continue to be subject
to applicable securities laws and The Toronto Stock Exchange rules which provide
for comprehensive mandatory proxy solicitation rules.  Accordingly, the
following differences between New Brunswick and Ontario law will not impact upon
the requirement for the mandatory solicitation of proxies by GSI Lumonics
currently imposed upon GSI Lumonics by such securities laws and stock exchange
rules.  New Brunswick law contains no provisions relating to the mandatory
solicitation of proxies.  Ontario law provides that, in the event a corporation
offers its securities to the public, management must, in respect of any meeting
of shareholders, provide a form of proxy together with the giving of notice of
such meeting to each shareholder who is entitled at that time to receive notice
of the meeting.  Under Ontario law, proxies cannot be solicited without the
delivery of either a management proxy circular or a dissident's proxy circular.

 
     Requisition of Meeting by Shareholders.  New Brunswick law provides that
holders of not less than 10% of the voting shares of GSI Lumonics may require
the directors to call a meeting of shareholders.  Under Ontario law, the
corresponding threshold is 5%.  The Articles of Continuance specifically provide
that the holders of not less than 10% of the voting shares of GSI Lumonics may
require the directors to call a meeting of shareholders.

     Investigations of GSI Lumonics.  Under the New Brunswick Act, the holders
of not less than 10% of the issued shares of any class of a corporation may
apply to the Court for an order requiring that an investigation be made of a
corporation or of any affiliated corporation.  Under Ontario law, any security
holder (which term includes any shareholder), may make such an application.