BY - LAWS

 

                                  OF

 

                         EXCEL TECHNOLOGY, INC.

 

                       As Amended June 14 , 1996

 

                         and October 29, 2007

 

                               ARTICLE I

 

                                OFFICES

 

 

     SECTION 1. REGISTERED OFFICE, -- The registered office shall be

established and maintained at the office of United Corporate Services,

Inc., 15 East North Street, in the City of Dover, in the County of Kent,

in the State of Delaware, and United Corporate Services, Inc. shall be

the registered agent of this corporation in charge thereof.

 

     SECTION 2. OTHER OFFICES. -- The corporation may have other offices,

either within or without the State of Delaware, at such place or places

as the Board of Directors may from time to time appoint or the business

of the corporation may require.

 

                               ARTICLE II

 

                        MEETINGS OF STOCKHOLDERS

 

     SECTION 1. ANNUAL MEETINGS. -- Annual meetings of stockholders for

the election of directors and for such other business as may be stated in

the notice of the meeting, shall be held at such place, either within or

without the State of Delaware, and at such time and date as the Board of

Directors, by resolution, shall determine and as set forth in the notice

of the meeting. In the event the Board of Directors fails to so determine

the time, date and place of meeting, the annual meeting of stockholders

shall be held at the registered office of the corporation in Delaware on

the first Monday of June in each year.

 

     If the date of the annual meeting shall fall upon a legal holiday,

the meeting shall be held on the next succeeding business day. At each

annual meeting, the stockholders entitled to vote shall elect a Board of

Directors and they may transact such other corporate business as shall be

stated in the notice of the meeting.

 

     SECTION 2. OTHER MEETINGS. -- Meetings of stockholders for any

purpose other than the election of directors may be held at such time and

place, within or without the State of Delaware, as shall be stated in the

notice of the meeting.

 

     SECTION 3. VOTING. -- Each stockholder entitled to vote in

accordance with the terms of the Certificate of Incorporation and in

accordance with the provisions of these By-Laws shall be entitled to one

vote, in person or by proxy, for each share of stock entitled to vote

held by such stockholder, but no proxy shall be voted after three years

from its date unless such proxy provides for a longer period. Upon the

demand of any stockholder, the vote for directors and the vote upon any

question before the meeting, shall be by ballot. All elections for

directors shall be decided by plurality vote; all other questions shall

be decided by majority vote except as otherwise provided by the

Certificate of incorporation or the laws of the State of Delaware.

 

     A complete list of the stockholders entitled to vote at the ensuing

election, arranged in alphabetical order, with the address of each, and

the number of shares registered in the name of each stockholder, shall be

open to the examination of any stockholder, for any purpose germane to

the meeting, during ordinary business hours for a period of at least ten

days prior to the meeting, either at a place within the city where the

meeting is to be held, which place shall be specified in the notice of

the meeting, or, if not so specified, at the place where the meeting is

to be held. The list shall also be produced and kept at the time and

place of the meeting during the whole time thereof, and may be inspected

by any stockholder who is present.

 

     SECTION 4. QUORUM. -- Except as otherwise required by law, by the

Certificate of incorporation or by these By-Laws, the presence in person

or by proxy, of stockholders holding a majority of the stock of the

corporation entitled to vote shall constitute a quorum at all meetings of

the stockholders. In case a quorum shall not be present at any meeting, a

majority in interest of the stockholders entitled to vote thereat,

present in person or by proxy, shall have power to adjourn the meeting

from time to time, without notice other than announcement at the meeting,

until the requisite amount of stock entitled to vote shall be present. At

any such adjourned meeting at which the requisite amount of stock

entitled to vote shall be present or represented any business may be

transacted which might have been transacted at the meeting as originally

noticed; but only those stockholders entitled to vote at the meeting as

originally noticed shall be entitled to vote at any adjournment or

adjournments thereof.

 

     SECTION 5. SPECIAL MEETINGS. -- special meetings of the stockholders

for any purpose or purposes may be called at any time by the president or

Secretary, or by resolution of the directors. At any time, upon written

request of any person who has duly called a special meeting, it shall be

the duty of the secretary to fix the date of the meeting, to be held not

more than sixty days after receipt of the request and to give due notice

thereof. If the secretary shall neglect or refuse to fix the date of the

meeting and give notice thereof, the person or persons calling the

meeting may do so.

 

     SECTION 6. NOTICE OF MEETINGS. -- Written notice, stating the place,

date and time of the meeting, and the genera nature of the business to be

considered, shall be given to each stockholder entitled to vote thereat

at his address as it appears on the records of the corporation, not less

than ten nor more than sixty days before the date of the meeting. No

business other than that stated in the notice shall be transacted at any

meeting without the unanimous consent of all the stockholders entitled to

vote thereat.

 

     SECTION 7. ACTION WITHOUT MEETING. -- Unless otherwise provided by

the Certificate of Incorporation, any action required to be taken at any

annual or special meeting of stockholders, or any action which may be

taken at any annual or special meeting, may be taken without a meeting,

without prior notice and without a vote, if a consent in writing setting

forth the action so taken, shall be signed by the holders of outstanding

stock having not less than the minimum number of votes that would be

necessary to authorize or take such action at a meeting at which all

shares entitled to vote thereon were present and voted, Prompt notice of

the taking of the corporate action without a meeting by less than

unanimous written consent shall be given to those stockholders who have

not consented in writing.

 

                              ARTICLE III

 

                               DIRECTORS

 

     SECTION 1. NUMBER AND TERM. -- The number of directors shall be five

(5). The directors shall be elected at the annual meeting of the

stockholders and each director shall be elected to serve for the term of

one year or until his or her successor shall be elected and shall qualify

or until his earlier resignation or removal. If there are less than three

stockholders then there shall be as many directors as there are

stockholders. Directors need not be stockholders or residents of this

state.

 

     SECTION 2. RESIGNATIONS. -- Any director, member of a committee or

other officer may resign at any time. Such resignation shall be made in

writing, and shall take effect at the time specified therein, and if no

time be specified at the time of its receipt by the president or

Secretary. The acceptance of a resignation shall not be necessary to make

it effective.

 

     SECTION 3. VACANCIES. -- If the office of any director, member of a

committee or other officer becomes vacant, by death, resignation, removal

or otherwise, the remaining directors in office, though less than a

quorum, by a majority vote, may appoint any qualified person to fill such

vacancy, who shall hold office for the unexpired term and until his

successor shall be duly chosen.

 

     SECTION 4. REMOVAL. -- Except as hereinafter provided, any director

or directors may be removed either for or without cause at any time by

the affirmative vote of the holders of a majority of all the shares of

stock outstanding and entitled to vote, at a special meeting of the

stockholders called for the purpose and the vacancies thus created may be

filled, at the meeting held for the purpose of removal, by the

affirmative vote of a majority in interest of the stockholders entitled

to vote.

 

     Unless the Certificate of Incorporation otherwise provides,

stockholders may effect removal of a director who is a member of a

classified Board of Directors only for cause. If the Certificate of

Incorporation provides for cumulative voting and if less than the entire

board is to be removed, no director may be removed without cause if the

votes cast against his removal would be sufficient to elect him if then

cumulatively voted at an election of the entire board of directors, or,

if there be classes of directors, at an election of the class of

directors of which he is a part.

 

     If the holders of any class or series are entitled to elect one or

more directors by the provisions of the Certificate of Incorporation,

these provisions shall apply, in respect to the removal without cause of

a director or directors so elected, to the vote of the holders of the

outstanding shares of that class or series and not to the vote of the

outstanding shares as a whole.

 

 

     SECTION 5. INCREASE OF NUMBER. -- The number of directors may be

increased by amendment of these By-Laws by the affirmative vote of a

majority of the directors, though less than a quorum, or, by the

affirmative vote of a majority in interest of the stockholders, at the

annual meeting or at a special meeting called for that purpose, and by

like vote the additional directors may be chosen at such meeting to hold

office until the next annual election and until their successors are

elected and qualify.

 

     SECTION 6. POWERS. -- The Board of Directors shall exercise all of

the powers of the corporation except such as are by law, or by the

Certificate of Incorporation of the corporation or by these By-Laws

conferred upon or reserved to the stockholders.

 

     SECTION 7. COMMITTEES. -- The Board of Directors may, by resolution

or resolutions passed by a majority of the whole Board, designate one or

more committees, each committee to consist of two or more of the

directors of the corporation. The Board may designate one or more

directors as alternate members of any committee, who may replace any

absent or disqualified member at any meeting of the committee. In the

absence or disqualification of any member of such committee or

committees, the member or members thereof present at any meeting and not

disqualified from voting, whether or not he or they constitute a quorum,

may unanimously appoint another member of the Board of Directors to act

at the meeting in the place of any such absent or disqualified member.

 

     Any such committee, to the extent provided in the resolution of the

Board of Directors, or in these By-Laws, shall have and may exercise all

the powers and authority of the Board of Directors in the management of

the business and affairs of the corporation and may authorize the seal of

the corporation to be affixed to all papers which may require it; but no

such committee shall have the power or authority in reference to amending

the Certificate of Incorporation, adopting an agreement of merger or

consolidation, recommending to the stockholders the sale, lease or

exchange of all or substantially all of the corporation's property and

assets, recommending to the stockholders a dissolution of the corporation

or a revocation of a dissolution, or amending the By-Laws of the

corporation; and, unless the resolution, these By-Laws or the certificate

of Incorporation expressly so provide no such committee shall have the

power or authority to declare a dividend or to authorize the issuance of

stock.

 

     SECTION 8. MEETINGS. -- The newly elected directors may hold their

first meeting for the purpose of organization and the transaction of

business, if a quorum be presents immediately after the annual meeting of

the stockholders; or the time and place of such meeting may be fixed by

consent in writing of all the directors.

 

     Regular meetings of the directors may be held without notice at such

places and times as shall be determined from time to time by resolution

of the directors.

 

     Special meetings of the Board may be called by the president or by

the Secretary on the written request of a majority of the directors in

office on at least two days' notice to each director, either personally

or by mail or telegram, and shall be held at such place or places as may

be determined by the directors, or as shall be stated in the call of the

meeting.

 

     Unless otherwise restricted by the Certificate of Incorporation or

these By-Laws, members of the Board of Directors, or any committee

designated by the Board of Directors, may participate in a meeting of the

Board of Directors, or any committee, by means of conference telephone or

similar communications equipment by means of which all persons

participating in the meeting can hear each other, and such participation

in a meeting shall constitute presence in person at the meeting.

 

     SECTION 9. QUORUM. -- A majority of the directors shall constitute a

quorum for the transaction of business. If at any meeting of the board

there shall be less than a quorum presents a majority of those present

may adjourn the meeting from time to time until a quorum is obtained, and

no further notice thereof need be given other than by announcement at the

meeting which shall be so adjourned.

 

     SECTION 10. COMPENSATION. -- Directors, as such, shall not receive

any stated salary for their services as directors or as members of

committees, but by resolution of the Board a fixed fee and expenses of

attendance, if any, may be allowed for attendance at each meeting.

Nothing herein contained shall be construed to preclude any director from

serving the corporation in any other capacity as an officer, agent or

otherwise, and receiving compensation therefor.

 

     SECTION 11. ACTION WITHOUT MEETING. -- Any action required or

permitted to be taken at any meeting of the Board of Directors, or of any

committee thereof, may be taken without a meeting, if prior to such

action a written consent thereto is signed by all members of the Board,

or of such committee as the case may be, and such written consent is

filed with the minutes of proceedings of the board or committee.

 

                              ARTICLE IV

 

                               OFFICERS

 

     SECTION 1. OFFICERS. -- The executive officers of the corporation

shall be a President, a Treasurer, and a Secretary, all of whom shall be

elected by the Board of Directors and who shall hold office until their

successors are elected and qualified. In addition, the Board of Directors

may also elect a Chairman, one or more Vice-Presidents and such Assistant

Secretaries and Assistant Treasurers as they may deem proper. None of the

officers of the Corporation need be directors. The officers shall be

elected at the first meeting of the Board of Directors after each annual

meeting. More than two offices may be held by the same person.

 

     SECTION 2. OTHER OFFICERS AND AGENTS. -- The Board of Directors may

appoint such other officers and agents as it may deem advisable, who

shall hold their offices for such terms and shall exercise such powers

and perform such duties as shall be determined from time to time by the

Board of Directors.

 

     SECTION 3. CHAIRMAN. -- The Chairman of the Board of Directors, if

one be elected, shall preside at all meetings of the Board of Directors

and he shall have and perform such other duties as from time to time may

be assigned to him by the Board of Directors.

 

     SECTION 4. CHIEF EXECUTIVE OFFICER. -- The Chief Executive Officer,

if one be elected, shall be the chief executive officer of the

corporation, with such general powers and duties of supervision and

management usually vested in a chief executive officer. He shall preside

at all meetings of the stockholders if present thereat, and in the

absence or non-election of the Chairman of the Board of Directors, at all

meetings of the Board of Directors, and shall have general supervision,

direction and control of the business of the Corporation.

 

     SECTION 5. PRESIDENT. -- The President shall have the general powers

and duties of supervision and management usually vested in the office of

President of a corporation. In the event no Chief Executive Officer be

elected, the President shall be the Chief Executive Officer of the

Corporation. Except as the Board of Directors shall authorize the

execution thereof in some other manner, he shall execute bonds, mortgages

and other contracts on behalf of the corporation, and shall cause the

seal to be affixed to any instrument requiring it and when so affixed the

seal shall be attested by the signature of the Secretary or the Treasurer

or an Assistant Secretary or an Assistant Treasurer.

 

     SECTION 6. VICE-PRESIDENT. -- Each Vice-President shall have such

powers and shall perform such duties as shall be assigned to him by the

directors.

 

     SECTION 7. TREASURER. -- The Treasurer shall have the custody of the

corporate funds and securities and shall keep full and accurate accounts

of receipts and disbursements in books belonging to the corporation. He

shall deposit all moneys and other valuables in the name and to the

credit of the corporation in such depositaries as may be designated by

the Board of Directors.

 

     The Treasurer shall disburse the funds of the corporation as may be

ordered by the Board of Directors, or the President, taking proper

vouchers for such disbursements. He shall render to the President and

Board of Directors at the regular meetings of the Board of Directors, or

whenever they may request is, an account of all his transactions as

Treasurer and of the financial condition of the corporation. If required

by the Board of Directors, he shall give the corporation a bond for the

faithful discharge of his duties in such amount and with such surety as

the board shall prescribe.

 

     SECTION 8. SECRETARY. -- The Secretary shall give, or cause to be

given, notice of all meetings of stockholders and directors, and all

other notices required by law or by these By-Laws, and in case of his

absence or refusal or neglect so to do, any such notice may be given by

any person thereunto directed by the President, or by the directors, or

stockholders, upon whose requisition the meeting is called as provided in

these By-Laws. He shall record all the proceedings of the meetings of the

stockholders and of the directors in a book to be kept for that purpose,

and shall perform such other duties as may be assigned to him by the

directors or the President. He shall have custody of the seal of the

corporation and shall affix the same to all instruments requiring it,

when authorized by the directors or the President, and attest the same.

 

     SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. --

Assistant Treasurers and Assistant Secretaries, if any, shall be elected

and shall have such powers and shall perform such duties as shall be

assigned to them, respectively, by the directors.

 

                               ARTICLE V

 

                             MISCELLANEOUS

 

     SECTION 1. CERTIFICATES OF STOCK --  Shares of the capital stock of

the Corporation may be certificated or uncertificated, as provided under

the General Corporation Law of the State of Delaware. Each stockholder,

upon written request to the transfer agent or registrar of the

Corporation, shall be entitled to a certificate of the capital stock of

the Corporation in such form as may from time to time be prescribed by

the Board of Directors.  Such certificate shall bear the Corporation seal

and shall be signed by the Chairman of the Board or the President or a

Vice President and by the Treasurer or an Assistant Treasurer or the

Secretary or an Assistant Secretary. The Corporation seal and the

signatures by corporation officers may be facsimiles if the certificate

is manually countersigned by an authorized person on behalf of a transfer

agent or registrar other than the Corporation or its employee.  In case

any officer, transfer agent or registrar who has signed or whose

facsimile signature has been placed on such certificate shall have ceased

to be such officer, transfer agent or registrar before such certificate

is issued, it may be issued by the corporation with the same effect as if

such officer, transfer agent or registrar were such officer, transfer

agent or registrar at the time of its issue. Every certificate for shares

of stock which are subject to any restriction on transfer and every

certificate issued when the Corporation is authorized to issue more than

one class or series of stock shall contain such legend with respect

thereto as is required by law.  The Corporation shall be permitted to

issue fractional shares.

 

     SECTION 2. LOST CERTIFICATES. -- A new certificate of stock may be

issued in the place of any certificate theretofore issued by the

corporation alleged to have been lost or destroyed, and the directors

may, in their discretion, require the owner of the lost or destroyed

certificate, or his legal representatives, give the corporation a bond,

in such sum as they may direct, not exceeding double the value of the

stock, to indemnify the corporation against any claim that may be made

against it on account of the alleged loss, theft or destruction of any

such certificate, or the issuance of any such new certificate; provided,

however, that if such shares have ceased to be certificated, a new

certificate shall be issued only upon written request to the transfer

agent or registrar of the Corporation.

 

     SECTION 3. TRANSFER OF SHARES. - Subject to any restrictions on

transfer and unless otherwise provided by the Board of Directors, shares

of stock may be transferred only on the books of the Corporation, if such

shares are certificated, by the surrender to the Corporation or its

transfer agent of the certificate therefor properly endorsed or

accompanied by a written assignment or power of attorney properly

executed, with transfer stamps (if necessary) affixed, or upon proper

instructions from the holder of uncertificated shares, in each case with

such proof of the authenticity of signature as the Corporation or its

transfer agent may reasonably require.

 

     SECTION 4. STOCKHOLDERS RECORD DATE. -- In order that the

corporation may determine the stockholders entitled to notice of or to

vote at any meeting of stockholders or any adjournment thereof, or to

express consent to corporate action in writing without a meeting, or

entitled to receive payment of any dividend or other distribution or

allotment of any rights, or entitled to exercise any rights in respect of

any change, conversion or exchange of stock or for the purpose of any

other lawful action, the Board of Directors may fix, in advance, a record

date, which shall not be more than sixty nor less than ten days before

the date of such meeting, nor more than sixty days prior to any other

action. A determination of stockholders of record entitled to notice of

or to vote at a meeting of stockholders shall apply to any adjournment of

the meeting; provided however, that the Board of Directors may fix a new

record date for the adjourned meeting.

 

     SECTION 5. DIVIDENDS. -- Subject to the provisions of the

Certificate of Incorporation, the Board of Directors may, out of funds

legally available therefore at any regular or special meeting, declare

dividends upon the capital stock of the corporation as and when they deem

expedient. Before declaring any dividend there may be set apart out of

any funds of the corporation available for dividends, such sum or sums as

the directors from time to time in their discretion deem proper for

working capital or as a reserve fund to meet contingencies or for

equalizing dividends or for such other purposes as the directors shall

deem conducive to the interests of the corporation and the directors may

abolish any such reserve in the manner in which it was created.

 

     SECTION 6. SEAL. -- The corporation seal shall be circular in form

and shall contain the name of the corporation, the year of its creation

and the words "CORPORATE SEAL DELAWARE." Said seal may be used by causing

it or a facsimile thereof to be impressed or affixed or reproduced or

otherwise.

 

     SECTION 7. FISCAL YEAR. -_ The fiscal year of the corporation shall

be determined by resolution of the Board of Directors.

 

     SECTION 8. CHECKS. -- All checks, drafts or other orders for the

payment of money, notes or other evidences of indebtness issued in the

name of the corporation shall be signed by such officer or officers,

agent or agents of the corporation, and in such manner as shall be

determined from time to time by the Board of Directors.

 

     SECTION 9. NOTICE AND WAIVER OF NOTICE. -- Whenever any notice is

required by these By-Laws to be given, personal notice is not meant

unless expressly so stated, and any notice so required shall be deemed to

be sufficient if given by depositing the same in the United States mail,

postage prepaid, addressed to the person entitled thereto at his address

as it appears on the records of the corporation, and such notice shall be

deemed to have been given on the day of such mailing. Stockholders not

entitled to vote shall not be entitled to receive notice of any meetings

except as otherwise provided by statute.

 

     Whenever any notice whatever is required to be given under the

provisions of any law, or under the provisions of the Certificate of

Incorporation of the corporation or these By-Laws, a waiver thereof in

writing, signed by the person or persons entitled to said notice, whether

before or after the time stated therein, shall be deemed equivalent

thereto.

 

                               ARTICLE VI

 

                               AMENDMENTS

 

     These By-Laws may be altered or repealed and By-Laws may be made at

any annual meeting of the stockholders or at any special meeting thereof

if notice of the proposed alteration or repeal or By-Law or By-Laws to be

made be contained in the notice of such special meeting, by the

affirmative vote of a majority of the stock issued and outstanding and

entitled to vote thereat, or by the affirmative vote of a majority of the

Board of Directors, at any regular meeting of the Board of Directors, or

at any special meeting of the Board of Directors, if notice of the

proposed alteration or repeal, or By-Law or By-Laws to be made, be

contained in the notice of such special meeting.

 

[End]