AMENDED AND RESTATED ARTICLES OF INCORPORATION
    
                                      OF
                           FARO TECHNOLOGIES, INC.
 
   
     Pursuant to Sections 607.1006 and 607.1007 of the Florida Business
Corporation Act (the "FBCA"), FARO Technologies, Inc. adopts these Amended and 
Restated Articles of Incorporation:
    
 
     FIRST: The name of the Corporation is FARO TECHNOLOGIES, INC.
 
   
     SECOND: The Corporation's Articles of Incorporation are amended and 
restated in their entirety to read as follows:
    
 
                                   ARTICLE 1
 
                                      NAME
 
     The name of the Corporation is: FARO TECHNOLOGIES, INC.
 
                                   ARTICLE 2
                            BUSINESS AND ACTIVITIES
 
     The Corporation may, and is authorized to, engage in any activity or
business now or hereafter permitted under the laws of the United States and of
the State of Florida.
 
                                   ARTICLE 3
                                 CAPITAL STOCK
 
     3.1 Authorized Shares. The total number of shares of all classes of
capital stock that the Corporation shall have the authority to issue shall be
60,000,000 shares, of which 50,000,000 shares shall be Common Stock having a
par value of $0.001 per share ("Common Stock") and 10,000,000 shares shall be
Preferred Stock, having a par value of $0.001 per share ("Preferred Stock").
The Board of Directors is expressly authorized, pursuant to Section 607.0602 of
the FBCA, to provide for the classification and reclassification of any
unissued class or series of Common Stock or Preferred Stock and the issuance
thereof in one or more classes or series without the approval of the
shareholders of the Corporation, all within the limitations set forth in
Section 607.0601 of the FBCA.
 
     3.2 Common Stock.
 
         (A) Relative Rights. The Common Stock shall be subject to all of the
rights, privileges, preferences, and priorities of the Preferred Stock as set
forth in the Articles of Amendment to these Articles of Incorporation that may
hereafter be filed pursuant to Section 607.0602 of the FBCA to establish or
reclassify a class or series of the Preferred Stock. Except as otherwise
provided in these Articles of Incorporation, each share of Common Stock shall
have the same rights as, and be identical in all respects to, all of the other
shares of Common Stock.
 
 
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         (B) Voting Rights. Except as otherwise provided by the FBCA or these
Articles of Incorporation, and except as may be determined by the Board of
Directors with respect to the Preferred Stock, only the holders of Common Stock
shall be entitled to vote for the election of directors of the Corporation and
for all other corporate purposes. Upon any such vote, each holder of Common
Stock shall, except as otherwise provided by the FBCA, be entitled to one vote
for each share of Common Stock held by such holder. Cumulative voting in the
election of directors shall not be permitted.
 
         (C) Dividends. Whenever there shall have been paid, or declared
and set aside for payment, to the holders of the shares of any class of stock
having preference over the Common Stock as to the payment of dividends, the
full amount of dividends and of sinking fund or retirement payments, if any, to
which such holders are respectively entitled in preference to the Common Stock,
then the holders of record of the Common Stock, and the holders of any class or
series of stock entitled to participate therewith as to dividends, shall be
entitled to receive dividends, when, as, and if declared by the Board of
Directors, out of any assets legally available for the payment of dividends
thereon.
 
         (D) Dissolution, Liquidation, Winding Up. In the event of any
dissolution, liquidation, or winding up of the Corporation, whether voluntary
or involuntary, the holders of record of the Common Stock then outstanding, and
all holders of any class or series of stock entitled to participate therewith
in whole or in part as to the distribution of assets, shall become entitled to
participate in the distribution of assets of the Corporation remaining after
the Corporation shall have paid, or set aside for payment, to the holders of
any class of stock having preference over the Common Stock in the event of
dissolution, liquidation, or winding up, the full preferential amounts, if any,
to which they are entitled and shall have paid or provided for payment of all
debts and liabilities of the Corporation.
 
         3.3      Preferred Stock.
 
         (A) Issuance, Designations, Powers. The Board of Directors is
expressly authorized, subject to the limitations prescribed by the FBCA and
these Articles of Incorporation, to provide, by resolution and by filing
Articles of Amendment to these Articles of Incorporation, which shall be
effective without shareholder action pursuant to Section 607.0602(4) of the
FBCA, for the issuance from time to time of the shares of Preferred Stock, to
reclassify the Preferred Stock or designate one or more series of such class
and provide for the issuance thereof, to establish from time to time the number
of shares to be included in each such class or series, to fix the designations,
powers, preferences, and other rights of each such class or series, and to fix
the qualifications, limitations, and restrictions thereon, including, but
without limiting the generality of the foregoing, the following:
 
                    (1) the number of shares constituting that class or series
and the distinctive designation of that class or series;
 
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                    (2) the dividend rate on the shares of that class
or series, whether dividends shall be cumulative, noncumulative, or partially
cumulative and, if so, from which date or dates, and the relative rights of
priority, if any, of payments of dividends on shares of that class or series;
 
                    (3) whether that class or series shall have voting rights,
in addition to the voting rights provided by the FBCA, and, if so, the terms of
such voting rights;
 
                    (4) whether that class or series shall have conversion
privileges, and, if so, the terms and conditions of such conversion, including
provision for adjustment of the conversion rate in such events as the Board of
Directors shall determine;
 
                    (5) whether or not the shares of that class or series shall
be redeemable, and, if so, the terms and conditions of such redemption,
including the dates upon or after which they shall be redeemable, and the
amount per share payable in case of redemption, which amount may vary under
different conditions and at different redemption dates as the Board of
Directors shall determine;
 
                    (6) whether that class or series shall have a
sinking fund for the redemption or purchase of shares of that class or series,
and, if so, the terms and amount of such sinking fund;
 
                    (7) the rights of the shares of that class or
series in the event of voluntary or involuntary liquidation, dissolution, or
winding up of the Corporation, and the relative rights of priority, if any, of
payment of shares of that class or series; and
 
                    (8) any other relative powers, preferences, and
rights of that class or series, and qualifications, limitations, or
restrictions on that class or series.
 
          (B) Dissolution, Liquidation, Winding Up. In the event of any
liquidation, dissolution, or winding up of the Corporation, whether voluntary
or involuntary, the holders of Preferred Stock of each class or series shall be
entitled to receive only such amount or amounts as shall have been fixed by the
Articles of Amendment to these Articles of Incorporation or by the resolution
or resolutions of the Board of Directors providing for the issuance of such
class or series.
 
         3.4 No Preemptive Rights. Except as the Board of Directors may
otherwise determine, no shareholder of the Corporation shall have any
preferential or preemptive right to subscribe for or purchase from the
Corporation any new or additional shares of capital stock, or securities
convertible into shares of capital stock, of the Corporation, whether now or
hereafter authorized.
 
 
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<PAGE>   4
 
                                   ARTICLE 4
                               BOARD OF DIRECTORS
 
         4.1 Classification. Except as otherwise provided pursuant to the
provisions of these Articles of Incorporation or Articles of Amendment filed
pursuant to Section 3.3 hereof relating to the rights of the holders of any
class or series of Preferred Stock, voting separately by class or series, to
elect additional directors under specified circumstances, the number of
directors of the Corporation shall be as fixed from time to time by or pursuant
to these Articles of Incorporation or by bylaws of the Corporation (the
"Bylaws"). The directors, other than those who may be elected by the holders of
any class or series of Preferred Stock voting separately by class or series,
shall be classified, with respect to the time for which they severally hold
office, into three classes, Class I, Class II and Class III, each of which
shall be as nearly equal in number as possible, and shall be adjusted from time
to time in the manner specified in the Bylaws to maintain such proportionality.
Each initial director in Class I shall hold office for a term expiring at the
2000 annual meeting of the shareholders; each initial director in Class II
shall hold office for a term expiring at the 1999 annual meeting of the
shareholders; and each initial director in Class III shall hold office for a
term expiring at the 1998 annual meeting of the shareholders. Notwithstanding
the foregoing provisions of this Section 4.1, each director shall serve until
such director's successor is duly elected and qualified or until such
director's earlier death, resignation, or removal. At each annual meeting of
the shareholders, the successors to the class of directors whose term expires
at that meeting shall be elected to hold office for a term expiring at the
annual meeting of the shareholders held in the third year following the year of
their election and until their successors shall have been duly elected and
qualified or until such director's earlier death, resignation, or removal.
 
         4.2 Removal.
 
          (A) Removal For Cause. Except as otherwise provided pursuant to the
provisions of these Articles of Incorporation or Articles of Amendment filed
pursuant to Section 3.3 hereof relating to the rights of the holders of any
class or series of Preferred Stock, voting separately by class or series, to
elect directors under specified circumstances, any director or directors may be
removed from office at any time, but only for cause (as defined in Section
4.2(B) hereof) and only by the affirmative vote, at a special meeting of the
shareholders called for such a purpose, of not less than sixty-six and
two-thirds percent (66 2/3%) of the total number of votes of the then
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, but
only if notice of such proposed removal was contained in the notice of such
meeting. At least 30 days prior to such special meeting of the shareholders,
written notice shall be sent to the director or directors whose removal will be
considered at such meeting. Any vacancy on the Board of Directors resulting
from such removal or otherwise shall be filled only by vote of a majority of
the directors then in office, although less than a quorum, and any director so
chosen shall hold office until the next election of the class for which such
director shall have been chosen and until his or her successor shall have been
elected and qualified or until any such director's earlier death, resignation,
or removal.
 
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                    (B) "Cause" Defined. For the purposes of this Section 4.2,
"cause" shall mean (i) misconduct as a director of the Corporation or any
subsidiary of the Corporation which involves dishonesty with respect to a
substantial or material corporate activity or corporate assets, or (ii)
conviction of an offense punishable by one or more years of imprisonment (other
than minor regulatory infractions and traffic violations that do not materially
and adversely affect the Corporation).
 
         4.3 Change of Number of Directors. In the event of any increase or
decrease in the authorized number of directors, the newly created or eliminated
directorships resulting from such increase or decrease shall be apportioned by
the Board of Directors among the three classes of directors so as to maintain
such classes as nearly equal as possible. No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.
 
         4.4 Directors Elected by Holders of Preferred Stock. Notwithstanding
the foregoing, whenever the holders of any one or more classes or series of
Preferred Stock issued by the Corporation shall have the right, voting
separately by class or series, to elect one or more directors at an annual or
special meeting of shareholders, the election, term of office, filling of
vacancies, and other features of such directorships shall be governed by the
terms of these Articles of Incorporation, as amended by Articles of Amendment
applicable to such classes or series of Preferred Stock, and such directors so
elected shall not be divided into classes pursuant to this Article 4 unless
expressly provided by the Articles of Amendment applicable to such classes or
series of Preferred Stock.
 
         4.5 Exercise of Business Judgment. In discharging his or her duties as
a director of the Corporation, a director may consider such factors as the
director considers relevant, including the long-term prospects and interests of
the Corporation and its shareholders, the social, economic, legal, or other
effects of any corporate action or inaction upon the employees, suppliers, or
customers of the Corporation or its subsidiaries, the communities and society
in which the Corporation or its subsidiaries operate, and the economy of the
State of Florida and the United States.
 
         4.6 Number of Directors. The number of directors constituting the
Board of Directors of the Corporation is eight. The number of directors may be
increased or decreased from time to time as provided in the Bylaws, but in no
event shall the number of directors be less than three or more than 15.
 
                                   ARTICLE 5
                             ACTION BY SHAREHOLDERS
 
         5.1 Call For Special Meeting. Special meetings of the shareholders of
the Corporation may be called at any time, but only by (a) the President or
Chairman of the Board of the Corporation, (b) a majority of the directors in
office, although less than a quorum, and (c) the holders of at least fifty
percent (50%) of the total number of votes of the then outstanding shares
 
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<PAGE>   6
 
of capital stock of the Corporation entitled to vote generally in the election
of directors, voting together as a single class.
 
         5.2 Shareholder Action by Written Consent. Any action required or
permitted to be taken by the shareholders of the Corporation must be effected
at a duly called annual or special meeting of the shareholders, and may not be
effected by any consent in writing by such shareholders, unless such written
consent is effected by the holders of at least sixty-six and two-thirds percent
(66 2/3%) of the total number of votes of the then outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class.
 
                                   ARTICLE 6
                                INDEMNIFICATION
 
         6.1 Provision of Indemnification. The Corporation shall, to the
fullest extent permitted or required by the FBCA, including any amendments
thereto (but in the case of any such amendment, only to the extent such
amendment permits or requires the Corporation to provide broader
indemnification rights than prior to such amendment), indemnify its Directors
and Executive Officers against any and all Liabilities, and advance any and all
reasonable Expenses, incurred thereby in any Proceeding to which any such
Director or Executive Officer is a Party or in which such Director or Executive
Officer is deposed or called to testify as a witness because he or she is or
was a Director or Executive Officer of the Corporation. The rights to
indemnification granted hereunder shall not be deemed exclusive of any other
rights to indemnification against Liabilities or the advancement of Expenses
which a Director or Executive Officer may be entitled under any written
agreement, Board of Directors' resolution, vote of shareholders, the FBCA, or
otherwise. The Corporation may, but shall not be required to, supplement the
foregoing rights to indemnification against Liabilities and advancement of
Expenses by the purchase of insurance on behalf of any one or more of its
Directors or Executive Officers whether or not the Corporation would be
obligated to indemnify or advance Expenses to such Director or Executive
Officer under this Article. For purposes of this Article, the term "Directors"
includes former directors of the Corporation and any director who is or was
serving at the request of the Corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, including, without limitation, any employee benefit plan (other
than in the capacity as an agent separately retained and compensated for the
provision of goods or services to the enterprise, including, without
limitation, attorneys-at-law, accountants, and financial consultants). For
purposes of this Article, the term "Executive Officers" includes those
individuals who are or who were at any time "executive officers" of the
Corporation as defined in Securities and Exchange Commission Rule 3b-7
promulgated under the Securities Exchange Act of 1934, as amended. All other
capitalized terms used in this Article 6 and not otherwise defined herein have
the meaning set forth in Section 607.0850 of the FBCA. The provisions of this
Article 6 are intended solely for the benefit of the indemnified parties
described herein and their heirs and personal representatives and shall not
create any rights in
 
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favor of third parties. No amendment to or repeal of this Article 6 shall
diminish the rights of indemnification provided for herein prior to such
amendment or repeal.
 
                                   ARTICLE 7
                                   AMENDMENTS
 
         7.1 Articles of Incorporation.  Notwithstanding any other
provision of these Articles of Incorporation or the Bylaws of the
Corporation (and notwithstanding that a lesser percentage may be specified by
law) the affirmative vote of sixty-six and two-thirds percent (66 2/3%) of the
total number of votes of the then outstanding shares of the capital stock of
the Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required (unless separate voting by
classes is required by the FBCA, in which event the affirmative vote of
sixty-six and two-thirds percent (66 2/3%) of the number of shares of each
class or series entitled to vote as a class shall be required), to amend or
repeal, or to adopt any provision inconsistent with the purpose or intent of,
Articles 4, 5, 6, or this Article 7 of these Articles of Incorporation. Notice
of any such proposed amendment, repeal, or adoption shall be contained in the
notice of the meeting at which it is to be considered. Subject to the
provisions set forth herein, the Corporation reserves the right to amend,
alter, repeal, or rescind any provision contained in these Articles of
Incorporation in the manner now or hereafter prescribed by law.
 
         7.2 Bylaws. The shareholders of the Corporation may adopt or amend a
bylaw which fixes a greater quorum or voting requirement for shareholders (or
voting groups of shareholders) than is required by the FBCA. The adoption or
amendment of a bylaw that adds, changes, or deletes a greater quorum or voting
requirement for shareholders must meet the same quorum or voting requirement
and be adopted by the same vote and voting groups required to take action under
the quorum or voting requirement then in effect or proposed to be adopted,
whichever is greater.
 
                                   ARTICLE 8
                          REGISTERED OFFICE AND AGENT
 
         The address of the Registered Office of the Corporation is 
101 E. Kennedy Blvd., Ste 4100, Tampa, Florida 33602 and the Registered Agent 
at such address is Richard A. Schlosser.
 
                                   ARTICLE 9
                      PRINCIPAL OFFICE AND MAILING ADDRESS
 
         The address of the Principal Office of the Corporation and its mailing
address is 125 Technology Park, Lake Mary, Florida 32746. The location of the
Principal Office and the mailing address shall be subject to change as may be
provided in the Bylaws.
 
   
         THIRD: The foregoing amendment and restatement of the Corporation's
Articles of Incorporation amends the Corporation's Articles of Incorporation
and was adopted and approved by a majority
    
 
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of the shareholders of the Corporation by a written consent of shareholders
pursuant to Section 607.0704 of the FBCA, and the number of votes cast
by the shareholders was sufficient for approval.
                                                      
 
   
          FOURTH: The foregoing amendment and restatement of the Corporation's
Articles of Incorporation will become effective upon the filing of these
Amended and Restated Articles of Incorporation with the Florida Department of
State.
    
 
   
          IN WITNESS WHEREOF, these Amended and Restated Articles of
Incorporation have been signed on behalf of the Corporation this 10th day of
September, 1997.
    
 
 
                                              /s/ Gregory A. Fraser
                                              ---------------------------
                                              Gregory A. Fraser
                                              Executive Vice President
                                              and Chief Financial Officer
 
    
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