The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Corporation
to any governmental body or the public; the Corporation's systems of internal
controls regarding finance, accounting, legal compliance and ethics that
management and the Board have established; and the Corporation's auditing,
accounting and financial reporting processes generally. Consistent with this
function, the Audit Committee should encourage continuous improvement of, and
should foster adherence to, the Corporation's policies, procedures and
practices at all levels. The Audit Committee's primary duties and
responsibilities are to:
  *  Serve as an independent and objective party to monitor the Corporation's
     financial reporting process.
  *  Review and appraise the audit efforts of the Corporation's independent
  *  Provide an open avenue of communication among the independent
     accountants, financial and senior management and the Board of Directors.
The Audit Committee will primarily fulfill these responsibilities by carrying
out the activities enumerated in Section IV of this Charter.
The Audit Committee shall be comprised of two or more directors as determined
by the Board, each of whom shall be independent directors, and free from any
relationship that, in the opinion of the Board, would interfere with the
exercise of his or her independent judgment as a member of the Committee.
All members of the Committee shall have a working familiarity with basic
finance and accounting practices, and at least one member of the Committee
shall have accounting or related financial management expertise.
The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a Chair is elected by the full Board, the
members of the Committee may designate a Chair by majority vote of the full
Committee membership.
The Committee shall meet at least one time annually, or more frequently as
circumstances dictate. As part of its job to foster open communication, the
Committee should meet at least annually with management and the independent
accountants in separate executive sessions to discuss any matters that the
Committee or each of these groups believe should be discussed privately.
To fulfill its responsibilities and duties the Audit Committee shall:
     Documents/Reports Review
     1.  Review and update this Charter periodically, at least annually, as
         conditions dictate.
     2.  Review the organization's annual financial statements.
     3.  Review with financial management and the independent accountants the
         10-K prior to its filing. The Chair of the Committee may represent
         the entire Committee for purposes of this review.
     Independent Accountants
     4.  Recommend to the Board of Directors the selection of the independent
         accountants, considering independence and effectiveness and approve
         the fees and other compensation to be paid to the independent
         accountants. On an annual basis, the Committee should review and
         discuss with the accountants all significant relationships the
         accountants have with the Corporation to determine the accountants'
     5.  Review the performance of the independent accountants and approve
         any proposed discharge of the independent accountants when
         circumstances warrant.
     6.  At least once a year consult with the independent accountants out of
         the presence of management about internal controls and the fullness
         and accuracy of the organization's financial statements.
     Financial Reporting Processes
     7.  In consultation with the independent accountants, review the
         integrity of the organization's financial reporting processes, both
         internal and external.
     8.  Consider the independent accountants' judgments about the quality
         and appropriateness of the Corporation's accounting principles as
         applied in its financial reporting.
     9.  Consider and approve, if appropriate, major changes to the
         Corporation's auditing and accounting principles and practices as
         suggested by the independent accountants or management.
     Process Improvement
     10. Establish regular and separate systems of reporting to the Audit
         Committee by each of management and the independent accountants
         regarding any significant judgments made in management's preparation
         of the financial statements and the view of each as to
         appropriateness of such judgments.
     11. Following completion of the annual audit, review separately with
         each of management and the independent accountants any significant
         difficulties  encountered during the course of the audit, including
         any restrictions on the scope of work or access to required
     12. Review any significant disagreement among management and the
         independent accountants in connection with the preparation of the
         financial statements.
     13. Review with the independent accountants and management the extent to
         which changes or improvements in financial or accounting practices,
         as approved by the Audit Committee, have been implemented. (This
         review should be conducted at an appropriate time subsequent to
         implementation of changes or improvements, as decided by the
     Ethical and Legal Compliance
     14. Establish, review and update periodically a Code of Ethical Conduct
         and ensure that management has established a system to enforce this
     15. Review management's monitoring of the Corporation's compliance with
         the organization's Ethical Code, and ensure that management has the
         proper review system in place to ensure that Corporation's financial
         statements, reports and other financial information disseminated to
         governmental organizations, and the public satisfy legal
     16. Review, with the organization's counsel, legal compliance matters
         including corporate securities trading policies.
     17. Review any legal matter reported by the independent accountants that
         could have a significant impact on the organization's financial
     18. Perform any other activities consistent with this Charter, the
         Corporation's By-laws and governing law, as the Committee or the
         Board deems necessary or appropriate.
November 10, 1999
Rofin-Sinar Technologies Inc.
Board of Directors