EMPLOYMENT AGREEMENT
 
     AGREEMENT, dated as of the 9th day of October, 2006, by and between
EXCEL TECHNOLOGY, INC., a Delaware corporation with its principal
corporate offices located at 41 Research Way, E. Setauket, NY 11733 (the
"Company"), and ANTOINE DOMINIC currently residing at 30 Legend Circle,
Melville, NY 11747 (the "Employee").
 
                         W I T N E S S E T H:
     WHEREAS, the Company is engaged in the business of designing,
developing, manufacturing and marketing lasers and laser systems; and
 
     WHEREAS, the Employee is the President, Chief Executive Officer,
and Chief Operating Officer of the Company; and
 
     WHEREAS, the Company and the Employee entered into an Employment
Agreement dated as of October 10, 2000, and entered into agreements
dated as of March 11, 2005 and May 3, 2005 amending such Employment
Agreement (such Employment Agreement as so amended being hereinafter
referred to as the "Prior Employment Agreement"); and
 
     WHEREAS, the Company and the Employee desire to enter into a new
agreement setting forth the terms and conditions of the Employee's
employment, which shall replace the Prior Employment Agreement;
 
     NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:
 
     1.   EMPLOYMENT; PRIOR EMPLOYMENT AGREEMENT SUPERSEDED
          .................................................
 
          1.01  The Company hereby employs and engages the Employee to
serve as the President, Chief Executive Officer, and Chief Operating
Officer of the Company, and the Employee hereby accepts employment with
the Company, on the terms and conditions herein set forth.
 
          1.02  This Agreement supersedes the Prior Employment
Agreement, and the Prior Employment Agreement shall be of no further
force and effect, effective as of October 9, 2006.
 
     2.   COMMENCEMENT; TERM OF AGREEMENT
          ...............................
 
          2.01  The term of employment hereunder (the "Employment
Period") shall commence on October 9 and shall continue through October
31, 2008, unless terminated sooner pursuant to the express provisions
hereof or extended pursuant to Section 2.02 hereof.
 
          2.02  The parties agree to enter into good faith negotiations
regarding the Employee's continued employment with the Company at least
90 days prior to the expiration of the Employment Period.  In the event
the parties do not reach an agreement prior to the expiration of the
Employment Period, the terms of this Agreement shall automatically be
renewed for a period of one year, and shall continue to renew at the end
of each subsequent year until (i) the parties agree to new terms of
employment, or (ii) employment is terminated sooner pursuant to the
express provisions hereof.
 
     3.   DUTIES
          ......
 
          3.01  During the Employment Period, the Employee shall be
employed in an executive capacity as the President, Chief Executive
Officer, and Chief Operating Officer of the Company, to perform such
functions as are normally carried out by the President, Chief Executive
Officer, and Chief Operating Officer of a business of the type in which
the Company is engaged, and such other functions as the Board of
Directors of the Company shall from time to time reasonably determine.
The Employee shall devote his full business time exclusively to
performing the aforestated duties and advancing the best interests of
the Company, and will faithfully adhere to and fulfill such business
policies and procedures as may be established from time to time by the
Board of Directors of the Company.  Notwithstanding the foregoing, it
shall not be a violation of this Agreement for the Employee to (i) serve
on corporate, civic or charitable boards or committees, (ii) manage
personal investments, and (iii) engage in other business endeavors, so
long as such activities do not significantly interfere with the
performance of the Employee's duties hereunder or violate Section 6
hereof.
 
          3.02  The Employee shall report and be responsible to the
Board of Directors of the Company.
 
     4.   COMPENSATION
          ............
 
          4.01  During the Employment Period, the Employee shall be
entitled to a base salary ("Base Salary"), payable in accordance with
the Company's normal payroll procedures for executive employees and
subject to annual review and adjustment by the Company in January of
each year.  The Employee's Base Salary was increased to SIX HUNDRED
TWENTY FIVE THOUSAND DOLLARS ($625,000) per annum effective as of
January 1, 2006.
 
          4.02  In addition to the Employee's Base Salary, the Employee
shall be eligible to receive bonus compensation in accordance with the
Company's Annual Incentive Compensation Plan for Key Executives (the
"Key Executive Bonus Plan"); provided, however, that in the event of a
Change of Control (as defined in Section 4.08 hereof) the Employee's
bonus under the Key Executive Bonus Plan for the performance period in
which the Change of Control occurs in no event shall be less than the
bonus that the Employee received for the corresponding period during the
preceding calendar year.
 
          4.03  The Employee shall be entitled to reimbursement from the
Company for all reasonable travel and other out-of-pocket expenses
necessarily incurred by him on behalf of the Company in the course of
the performance of his duties hereunder, provided the Employee shall
submit proper supporting documentation for such expenses.
 
          4.04  The Employee shall be eligible, to the extent he
qualifies, to participate in such fringe benefits plans (including group
life, health and disability insurance, retirement, profit sharing and
pension plans), if any, which the Company may from time to time make
available to all of its executive employees, provided that the Company
shall have the right from time to time to modify, terminate or replace
any and all of such plans.
 
          4.05  The Employee shall be entitled to four (4) weeks of
vacation each year during the Employment Period (prorated in the case of
a partial year for the actual number of days that the Employee was
employed by the Company during that year), which shall be taken at such
times as are consistent with the needs of the Company and the
convenience of the Employee.  If the Employee fails to take the full
period of vacation to which he is entitled during any calendar year, the
Employee will be paid an additional amount of salary for the accrued
vacation time that he did not utilize calculated based on his Base
Salary rate.
 
          4.06  The Employee shall be entitled, during the Employment
Period, to comprehensive liability insurance coverage, the premiums for
which shall not exceed $20,000 per annum.
 
          4.07  The Employee shall be entitled to the following amounts
as a sign-on bonus:  (i) $250,000 to be paid by the Company within ten
(2) days after the execution of this Agreement by the Company and the
Employee and (ii) an additional $250,000 to be paid by the Company
ratably over a 25 month period ; provided, however, that if either (A)
there is a Change of Control (as defined in Section 4.08 hereof) prior
to receipt of all monies due and the Employee remains in the employment
of the Company through the date of the Change of Control or (B) the
employment of the Employee terminates by reason of an involuntary
termination of the Employee's employment by the Company without Cause
pursuant to Section 5.04 hereof or a voluntary termination of employment
by the Employee for Good Reason pursuant to Section 5.05 hereof, the
amount described in this subsection (ii) shall be paid by the Company to
the Employee within ten (2) days following such Change of Control or
termination of employment, as the case may be (or, if payment cannot be
made at that time without giving rise to the penalty described in
Section 409A(a)(1)(B) of the Internal Revenue Code of 1986, as amended
(the "Code"), such payment shall be delayed until the earliest date that
payment may be made consistent with the requirements of Section 409A of
the Code).  However, if the employee is terminated for cause or
voluntarily terminates without Good Reason, he will not be entitled to
any remaining payments under Section 4.07 that have not been paid.
 
          4.08  In the event a Change of Control (as defined below)
occurs during the Employment Period, then the Employee shall be entitled
to (i) a payment equal to the product of (A) 2.99 and (B) the Employee's
"annualized includible compensation" as that term is defined in Section
280G of the Code and the regulations thereunder for the period
consisting of the most recent five (5) taxable years ending before the
date of the Change of Control and (ii) continued medical and dental
benefits for the Employee and his spouse and dependents at the Company's
expense for a period of sixty (60) months following the Change of
Control on terms that are no less favorable to the Employee and his
spouse and dependents than those in effect immediately before the Change
of Control.  The amount payable pursuant to clause (i) of the preceding
sentence shall be paid by the Company in a single lump sum in cash
within ten (10) days after the occurrence of the Change of Control.  If
the Employee obtains medical or dental benefits under a subsequent
employer's medical or dental plans, the Company may reduce or eliminate
the coverages and benefits it is required to provide pursuant to clause
(ii) of the first sentence of this Section 4.08 so long as the aggregate
coverages and benefits of the combined plans are no less favorable to
the Employee and his spouse and dependents than the coverages and
benefits required to be provided pursuant to clause (ii) of the first
sentence of this Section 4.08.  Notwithstanding the foregoing, the
Employee shall be entitled to the payment and benefits described in the
first sentence of this Section 4.08 only if he (i) executes a release
agreement acceptable to the Board of Directors of the Company releasing
all legally waivable claims against the Company and its subsidiaries and
affiliates and all present and former directors, officers, agents,
representatives, employees, successors and assigns of the Company and
its subsidiaries and affiliates and the Company's direct and indirect
owners and (ii) has complied with his obligations under Sections 6 and 7
hereof.  For purposes of this Section 4.08, a Change of Control shall
mean (a) the acquisition by any person (including a person defined in
Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of
1934 ("Exchange Act")), entity or group) of more than 50% of either the
then outstanding shares of common stock of the Company or the combined
voting power of the Company's then outstanding voting securities
entitled to vote generally in the election of directors, (b) the sale of
all or substantially all of the assets of the Company in a transaction
or series of transactions, (c) the merger or consolidation of the
Company with another entity other than a merger or consolidation in
which the shareholders of the Company immediately prior to the merger or
consolidation hold, directly or indirectly, at least a majority of the
outstanding voting power of the outstanding voting securities or common
stock of the continuing or surviving company immediately after such
merger or consolidation, or (d) individuals who, as of the date hereof,
constitute the Board of Directors (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board of Directors,
provided that any person becoming a director subsequent to the date
hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of the Directors of the Company, as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act) shall be,
for purposes of this Agreement, considered as though such person were a
member of the Incumbent Board.
 
          4.09  The Employee shall be entitled to a deferred
compensation benefit determined as hereinafter provided in this Section
4.09.  There shall be credited as of November 1, 2006 to a bookkeeping
account in the Employee's name (the "Deferred Compensation Account") an
amount equal to $1,375,000.  The employee shall elect to defer before
January 1 the compensation earned for the subsequent calendar year.
There shall be credited to the Deferred Compensation Account   $46,875
as of the end of each of the first three quarters of 2007 and $31,250 as
of the end of the fourth quarter of 2007 and each of the first three
quarters of 2008.  This is based upon the employee receiving $125,000
for each year of service the employee continues to be employed at the
Company.  However, if the employee is terminated for cause or
voluntarily terminates without Good Reason, he will not be entitled to
any remaining payments under Section 4.09 that have not been credited to
his account.  The amounts credited to the Deferred Compensation Account
shall from time to time be credited or debited with the equivalent of
earnings and losses as if they were invested in such investment options
designated by the Company as the Employee may from time to time select,
provided, however, that if the Employee shall fail to designate an
investment option or options, he shall be deemed to have designated as
the investment option for the entire Deferred Compensation Account an
AAA taxable vehicle.  The amounts credited to the Employee's Deferred
Compensation Account shall be paid to the Employee (or, in the event of
his death, his estate) on the first business day  following the
expiration of the later of January 2 or six (6) months following the
termination of the Employee's employment for any reason.  The amounts to
be paid to the Employee pursuant to this Section 4.09 are unfunded
obligations of the Company and represent merely a promise by the Company
to make payments in the future.  The Employee shall be a general
unsecured creditor of the Company with respect to any payments due under
this Section 4.09.  The Employee's rights under this Section 4.09 are
not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment or garnishment by creditors
of the Employee or his beneficiaries.
 
          4.10  (a)  Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution made, or benefit provided (including, without limitation,
the acceleration of any payment, distribution or benefit and the
accelerated exercisability of any stock option), to or for the benefit
of the Employee (whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise, but determined
without regard to any additional payments required under this Section
4.11) (a "Payment") would be subject to the excise tax imposed by
Section 4999 of the Code (or any similar excise tax) or any interest or
penalties are incurred by the Employee with respect to such excise tax
(such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), then the
Employee shall be entitled to receive from the Company an additional
payment (a "Gross-Up Payment") in an amount such that after payment by
the Employee of all taxes (including any Excise Tax, income tax or
employment tax and taking into account any lost or reduced tax
deductions on account of such Gross-Up Payment) imposed upon the Gross-
Up Payment and any interest or penalties imposed with respect to such
taxes, the Employee retains an amount from the Gross-Up Payment equal to
the Excise Tax imposed upon the Payments.
 
                (b)  Subject to the provisions of Section 4.11(c), all
determinations required to be made under this Section 4.11, including
determination of whether a Gross-Up Payment is required and of the
amount of any such Gross-up Payment, shall be made by the accounting
firm selected by the Company to audit the Company's financial statements
(the "Accounting Firm"), which shall provide detailed supporting
calculations both to the Company and the Employee within 15 business
days of a Change of Control, within 15 days after receipt of written
notice from the Employee that there has been a Payment, or at such
earlier time as is requested by the Company, provided that any
determination that an Excise Tax is payable by the Employee shall be
made on the basis of substantial authority.  The initial Gross-Up
Payment, if any, as determined pursuant to this Section 4.11, shall be
paid to the Employee within five business days of the receipt of the
Accounting Firm's determination.  If the Accounting Firm determines that
no Excise Tax is payable by the Employee, it shall furnish the Employee
with a written opinion that he has substantial authority not to report
any Excise Tax on his Federal income tax return.  Any determination by
the Accounting Firm meeting the requirements of this Section 4.11(b)
shall be binding upon the Company and the Employee; subject only to
payments pursuant to the following sentence based on a determination
that additional Gross-Up Payments should have been made, consistent with
the calculations required to be made hereunder (the amount of such
additional payments is referred to herein as the "Gross-Up
Underpayment").  In the event that the Company exhausts its remedies
pursuant to Section 4.11(c) and the Employee thereafter is required to
make a payment of any Excise Tax, the Accounting Firm shall determine
the amount of the Gross-Up Underpayment that has occurred and any such
Gross-Up Underpayment shall be promptly paid by the Company to or for
the benefit of the Employee.  The fees and disbursements of the
Accounting Firm shall be paid by the Company.
 
                (c)  The Employee shall notify the Company in writing of
any claim by the Internal Revenue Service that, if successful, would
require the payment by the Company of a Gross-Up Payment.  Such
notification shall be given as soon as practicable but not later than
ten (10) business days after the Employee receives written notice of
such claim and shall apprise the Company of the nature of such claim and
the date on which such Claim is requested to be paid.  The Employee
shall not pay such claim prior to the expiration of the 30-day period
following the date on which it gives such notice to the Company (or such
shorter period ending on the date that any payment of taxes with respect
to such claim is due).  If the Company notifies the Employee in writing
prior to the expiration of such period that it desires to contest such
claim and that it will bear the costs and provide the indemnification as
required by this sentence, the Employee shall:
 
          (i)  give the Company any information reasonably requested by
     the Company relating to such claim,
 
         (ii)  take such action in connection with contesting such claim
     as the Company shall reasonably request in writing from time to
     time, including, without limitation, accepting legal representation
     with respect to such claim by an attorney reasonably selected by
     the Company and reasonably acceptable to the Employee,
 
        (iii)  cooperate with the Company in good faith in order
     effectively to contest such claim, and
 
         (iv)  permit the Company to participate in any proceedings
     relating to such claim;
 
provided, however, that the Company shall bear and pay directly all
costs and expenses (including additional interest and penalties)
incurred in connection with such contest and shall indemnify and hold
the Employee harmless, on an after-tax basis, for any Excise Tax, income
tax or employment tax (taking into account any lost or reduced tax
deductions on account of such payments), including interest and
penalties with respect thereto, imposed as a result of such
representation and payment of costs and expenses.  Without limitation on
the foregoing provisions of this Section 4.11(c), the Company shall
control all proceedings taken in connection with such contest and, at
its sole option, may pursue or forgo any and all administrative appeals,
proceedings, hearings and conferences with the taxing authority in
respect of such claim and may, at its sole option, either direct the
Employee to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner, and the Employee agrees to prosecute
such contest to a determination before any administrative tribunal, in a
court of initial jurisdiction and in one or more appellate courts, as
the Company shall determine; provided, however, that if the Company
directs the Employee to pay such claim and sue for a refund, the Company
shall advance the amount of such payment to the Employee on an interest-
free basis and shall indemnify and hold the Employee harmless, on an
after-tax basis, from any Excise Tax, income tax or employment tax
(taking into account any lost or reduced tax deductions on account of
such advance), including interest or penalties with respect thereto,
imposed with respect to such advance or with respect to any imputed
income with respect to such advance; and further provided that any
extension of the statute of limitations relating to the payment of taxes
for the taxable year of the Employee with respect to which such
contested amount is claimed to be due is limited solely to such
contested amount.  Furthermore, the Company's control of the contest
shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and the Employee shall be entitled, in his
sole discretion, to settle or contest, as the case may be, any other
issue raised by the Internal Revenue Service or any other taxing
authority.
 
              (d)  If, after the receipt by the Employee of an amount
advanced by the Company pursuant to Section 4.11(c), the Employee
becomes entitled to receive any refund with respect to such claim, the
Employee shall (subject to the Company's complying with the requirements
of Section 4.11(c)) promptly pay to the Company the amount of such
refund (together with any interest paid or credited thereon after taxes
applicable thereto).  If, after the receipt by the Employee of an amount
advanced by the Company pursuant to Section 4.11(c), a determination is
made that the Employee shall not be entitled to any refund with respect
to such claim and the Company does not notify the Employee in writing of
its intent to contest such denial of refund prior to the expiration of
30 days after such determination, then any obligation of the Employee to
repay such advance shall be forgiven and the amount of such advance
shall offset, to the extent thereof, the amount of Gross-Up Payment
required to be paid.
 
 
 
     5.   TERMINATION
          ...........
 
          5.01  The Employee's employment hereunder shall terminate
automatically and without notice upon the death of the Employee.
The Company may terminate the Employee's employment hereunder, upon
written notice to the Employee, in the event of the Employee's
Incapacity.  For the purpose of this Agreement, Incapacity shall be
deemed to refer to and include (i) the suffering of any mental or
physical illness, disability or incapacity to the extent that the
Employee shall be unable to perform his duties pursuant to this
Agreement and such illness, disability or incapacity shall be deemed by
a licensed physician chosen by the Company to be of a permanent nature,
or (ii) the Employee shall not have substantially performed his duties
hereunder for a continuous period of 60 days or for a period of 90 days
in any six (6) consecutive month period.
 
          5.02  The Company may terminate the Employee's employment
hereunder, upon written notice to the Employee, for Cause.  For purposes
of this Agreement, "Cause" shall mean any of the following:
 
          (a)   the Employee's conviction in a court of law of any crime
      or offense involving money or other property or of a felony;
 
          (b)   the Employee's failure or refusal to substantially
     perform his duties hereunder (other than any such failure or
     refusal resulting from his Incapacity or the failure to meet
     specific growth and profit targets), or the Employee's failure or
     refusal to carry out the reasonable business directives of the
     Board of Directors, or the willful taking of any action by the
     Employee which results in damage to the Company, or the material
     default or breach by the Employee of any obligation,
     representation, warranty, covenant or agreement made by Employee
     herein; provided, however, that the Company shall have given the
     Employee written notice of any such Cause for termination and the
     Employee shall have failed to cure such Cause within fifteen (15)
     days after the date of such notice.  If the Cause for termination
     is cured within the fifteen (15) day period, it shall be deemed for
     all purposes that Cause for termination has not occurred (except
     that if the same or a similar event to the one resulting in notice
     pursuant to this subsection (b) recurs after a cure, the right to
     cure the second cause of termination, after notice with respect to
     the second event shall have been given, shall expire 24 hours after
     the time the notice is given); or
 
          (c)   the Employee's breach of any of the provisions of
     Sections 6 or 7 hereof.
 
          5.04  The Company may terminate the Employee's employment
hereunder, upon written notice to the Employee, without Cause.
 
          5.05  The Employee may voluntarily leave the employ of the
Company for Good Reason (as defined below); provided the Employee has
given the Company forty-five (45) days advance written notice thereof
and the Company shall have failed to cure such Good Reason event within
such forty-five (45) day period.  If the Good Reason event is cured
within the forty-five (45) day period, it shall be deemed for all
purposes that the Good Reason event has not occurred (except that if the
same or a similar event to the one resulting in notice pursuant to this
Section 5.05 recurs after a cure, the right to cure the second Good
Reason event, after notice with respect to the second event shall have
been given, shall expire 24 hours after the time notice is given).  For
purposes of this Agreement, "Good Reason" shall mean (i) a significant
reduction in the scope of the Employee's authority, functions, duties or
responsibilities from that which is contemplated by this Agreement, (ii)
any reduction in the Employee's base salary, (iii) a significant
reduction in the employee benefits provided to the Employee other than
in connection with an across-the-board reduction similarly affecting
substantially all senior executives of the Company or (iv) a requirement
that the Employee relocate to an office that is more than fifty (50)
miles from the location of his office on November 1, 2006.  If an event
constituting a ground for termination of employment for Good Reason
occurs, and the Employee fails to give notice of termination within 3
months after the occurrence of such event, the Employee shall be deemed
to have waived his right to terminate employment for Good Reason in
connection with such event (but not for any other event for which the 3-
month period has not expired).
 
          5.06  The Employee may voluntarily leave the employ of the
Company other than for Good Reason; provided the Employee has given the
Company forty-five (45) days advance written notice thereof.
 
          5.07  If the Employee's employment is terminated by reason of
the death or Incapacity of the Employee or for Cause not directly
related to his actions towards the Company during the Employment Period,
the Employee shall be entitled to the Base Salary-provided to be paid
pursuant to Section 4.01 hereof up to the date of termination, the bonus
compensation which the Employee had earned under the Key Executive Bonus
Plan for all performance periods that ended before the date of the
Employee's termination of employment and the bonus compensation which
the Employee had earned under the Key Executive Bonus Plan for the
performance period in which his employment terminates (determined as if
such performance period had ended as of the date of his termination of
employment).  If the Employee's employment is terminated for Cause
directly related to his actions concerning the Company, the Employee
shall be entitled to only the Base Salary provided to be paid pursuant
to Section 4.01 hereof up to the date of termination and the bonus
compensation which the Employee had earned under the Key Executive Bonus
Plan for all performance periods that ended before the date of the
Employee's termination of employment, but the Employee shall receive no
bonus compensation for the performance period in which his employment
terminates.  If the Company terminates the Employee's employment without
Cause pursuant to Section 5.04 hereof or the Employee voluntarily leaves
the employ of the Company for Good Reason pursuant to Section 5.05
hereof, the Employee shall be entitled to (a) a cash lump payment in an
amount equal to (i) two (2) times the Employee's Base Salary pursuant to
Section 4.01 hereof plus (ii) an amount equal to the sum of the bonuses
paid or payable by the Company to the Employee for each of the
performance periods ending within the two calendar years immediately
preceding the calendar year of termination of the Employee's employment,
such lump sum payment to be made within ten (2) days following such
termination of employment (or, if payment cannot be made at that time
without giving rise to the penalty described in Section 409A(a)(1)(B) of
the Code, such payment shall be delayed until the earliest date that
payment may be made consistent with the requirements of Section 409A of
the Code), (b) the bonus compensation which the Employee had earned
under the Key Executive Bonus Plan for all performance periods that
ended before the date of the Employee's termination of employment, (c)
the bonus compensation which the Employee had earned under the Key
Executive Bonus Plan for the performance period in which his employment
terminates (determined as if such performance period had ended as of the
date of his termination of employment), (d) continued medical and dental
benefits for the Employee and his spouse and dependents at the Company's
expense for a period of sixty (60) months following the termination of
the Employee's employment on terms that are no less favorable to the
Employee and his spouse and dependents than those in effect immediately
before such termination of employment, and (e) full and immediate
vesting of any outstanding stock options and shares of restricted stock.
If the Employee obtains medical or dental benefits under a subsequent
employer's medical or dental plans, the Company may reduce or eliminate
the coverages and benefits it is required to provide pursuant to clause
(d) of the preceding sentence so long as the aggregate coverages and
benefits of the combined plans are no less favorable to the Employee and
his spouse and dependents than the coverages and benefits required to be
provided by clause (d) of the preceding sentence.  Notwithstanding the
foregoing, the Employee shall be entitled to the payment and benefits
described in clauses (a), (d) and (e) of the second preceding sentence
only if (i) he executes a release agreement acceptable to the Board of
Directors of the Company releasing all legally waivable claims against
the Company and its subsidiaries and affiliates and all present and
former directors, officers, agents, representatives, employees,
successors and assigns of the Company and its subsidiaries and
affiliates and the Company's direct and indirect owners, and (ii) he has
complied with his obligations under Sections 6 and 7 hereof.  If the
Employee voluntarily leaves the employ of the Company at any time during
the Employment Period pursuant to Section 5.06 hereof for any reason
other than a Good Reason termination, the Employee shall be entitled to
(a) the Base Salary pursuant to Section 4.01 hereof for the period (up
to 45 days) that the Employee remains in the employ of the Company and
(b) the bonus compensation which the Employee had earned under the Key
Executive Bonus Plan for all performance periods that ended before the
date of the Employee's termination of employment and (c)the Employee
shall receive  bonus compensation for the performance period in which
his employment terminates equal to the bonus he received in the
preceding quarter.
 
     6.   NON-COMPETITION
          ...............
 
          6.01  In view of the unique and valuable services it is
expected the Employee will render to the Company, the Employee's
knowledge of the business of the Company and proprietary information
relating to the business of the Company and similar knowledge regarding
the Company it is expected the Employee will obtain during the course of
his employment with the Company and in consideration of this Agreement
and the compensation to be received by the Employee hereunder, the
Employee agrees that for so long as he is employed by the Company and
for a period of one year thereafter, he will not compete with the
Company (or any of its subsidiaries now owned or hereafter acquired),
or, directly or indirectly, own, manage, operate, control, loan money
to, or participate in the ownership, management, operation or control
of, or be connected with as a director, officer, employee, partner,
consultant, agent, independent contractor or otherwise, or acquiesce in
the use of his name in, any other business or organization which
competes with the Company (or any of its subsidiaries now owned or
hereafter acquired) in any geographical area in which the Company or its
subsidiaries is then conducting business or any geographical area in
which, to the knowledge of the Employee, the Company or its subsidiaries
plans to conduct business within a six (6) month period; provided,
however, that the Employee shall be permitted to own less than a 5%
interest as a shareholder in any company which is listed on any national
securities exchange even though it may be in competition with the
Company or its subsidiaries.
 
          6.02  Since a breach of the provisions of this Section 6 could
not adequately be compensated by money damages and will cause
irreparable injury to the Company, the Company shall be entitled, in
addition to any other right or remedy available to it, to an injunction
or restraining order enjoining such breach or a threatened breach, and
no bond or other security shall be required in connection therewith.
The Employee agrees that the provisions of this Section 6 are reasonable
and necessary to protect the Company and its business.  It is the desire
and intent of the parties that the provisions of this Section 6 shall be
enforced to the fullest extent permitted under the public policies and
laws applied in each jurisdiction in which enforcement is sought.  If
any restriction contained in this Section 6 shall be deemed to be
invalid, illegal or unenforceable by reason of the extent, duration or
geographical scope thereof, or otherwise, then the court making such
determination shall have the right to reduce such extent, duration,
geographical scope or other provision hereof and in its reduced form
such restriction shall then be enforceable in the manner contemplated
hereby.
 
     7.   CONFIDENTIAL INFORMATION
          ........................
 
     All know-how, information, technology, processes, plans, data,
specifications, instructions, customer lists, personnel lists, suppliers
and other verbal and written communications intended by the Company to
be kept confidential ("Confidential Information") which the Employee may
now possess or may obtain or create prior to the end of the Employment
Period, relating to the business of the Company or its subsidiaries (now
owned or hereafter acquired), shall not be published, disclosed or made
accessible by the Employee to any other person, firm, partnership,
corporation or organization either during or after the termination of
his employment or used by him except during his employment by the
Company or as may otherwise be required by law.  The Employee shall
return all tangible evidence of such Confidential Information to the
Company prior to or at the termination of his employment.
Notwithstanding the foregoing, Confidential Information shall not
include any information which (i) at the time it is first learned by the
Employee is in the public domain, or (ii) after disclosure to the
Employee, enters the public domain without fault of the Employee.
 
     8.   CODE SECTION 409A
          .................
 
     It is intended that any payments under this Agreement comply with
Section 409A of the Code (and any regulations and guidance issued
thereunder) to the extent such payments would constitute nonqualified
deferred compensation subject to said Section 409A, and this Agreement
shall be interpreted consistently with such intent.  If an amendment to
this Agreement is necessary in order for any such payments to comply
with said Section 409A, the parties hereto agree to negotiate in good
faith to amend this Agreement so as to comply with said Section 409A in
a manner that preserves the original intent of the parties to the extent
reasonably possible.
 
     9.   WITHHOLDING
          ...........
     The Company may withhold from any amounts payable under this
Agreement such federal, state and local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.
 
     10.  SURVIVAL
          ........
 
     The covenants and agreements contained in or made pursuant to this
Agreement shall survive the Employee's termination of employment,
irrespective of any investigation made by or on behalf of any party.
 
     11.  ENTIRE AGREEMENT; MODIFICATION
          ..............................
 
     This Agreement sets forth the entire understanding of the parties
with respect to the subject matter hereof, supersedes all existing
agreements between them concerning such subject matter, and may be
modified, supplemented or discharged only by a written instrument duly
executed by each party.
 
     12.  NOTICES
          .......
 
     Any notices or other communications required or permitted to be
given hereunder shall be in writing and shall be mailed by certified or
registered mail, return receipt requested, or personally delivered
against receipt to the party to whom it is to be given at the address of
such party set forth in the preamble to this Agreement (or to such other
address as the party shall have furnished in writing in accordance with
the provisions of this Section 12).  Any notice or other communication
given by certified mail shall be deemed given at the time of
certification thereof, except for a notice changing a party's address
which shall be deemed given at the time of receipt thereof.
 
     13.  WAIVER
          ......
 
     Any waiver by either party of a breach of any provision of this
Agreement shall not operate as or be construed to be a waiver of any
other breach of such provision or of any breach of any other provision
of this Agreement.  The failure of a party to insist upon strict
adherence to any term of this Agreement on one or more occasions shall
not be considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any other term of this
Agreement.  Any waiver must be in writing.
 
     14.  BINDING EFFECT
          ..............
     The Employee's rights and obligations under this Agreement shall
not be transferable by assignment or otherwise, such rights shall not be
subject to commutation, encumbrance, or the claims of the Employee's
creditors, and any attempt to do any of the foregoing shall be void.
The provisions of this Agreement shall be binding upon and inure to the
benefit of the Employee, his heirs, executors, and administrators, and
shall be binding upon and inure to the benefit of the Company and its
successors and assigns.
 
     15.  HEADINGS
          ........
 
     The headings in this Agreement are solely for the convenience of
reference and shall be given no effect in the construction or
interpretation of this Agreement.
 
     16.  COUNTERPARTS; GOVERNING LAW
          ...........................
 
     This Agreement may be executed in several counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.  This Agreement shall be
governed by and construed in accordance with the laws of the State of
New York, without giving effect to any doctrine pertaining to the
conflict of laws.
 
     IN WITNESS WHEREOF, the parties have duly executed this Agreement
as of the day and year above written.
 
                                           /s/ Antoine Dominic
                                           ......................
                                           ANTOINE DOMINIC
 
                                           EXCEL TECHNOLOGY, INC.
 
                                           By:  /s/ J.Donald Hill
                                                ........................
                                                J. Donald Hill, Chairman
 
EXHIBIT 10.6
 
                          EMPLOYMENT AGREEMENT
 
     EMPLOYMENT AGREEMENT (this "Agreement"), dated as of the 15th day
of  February, 2007, by and between EXCEL TECHNOLOGY, INC., a Delaware
corporation with its principal corporate offices located at 41 Research
Way, East Setauket, New York 11733 (the "Company"), and ALICE VARISANO,
an individual currently residing at 85 Melanie Lane, Syosset, New York
11791 (the "Employee").
 
 
                          W I T N E S S E T H:
                          ...................
 
     WHEREAS, the Company is engaged in the business of designing,
developing, manufacturing and marketing lasers and laser systems; and
 
     WHEREAS, the Employee is the Chief Financial Officer and Director
of Human Resources of the Company; and
 
     WHEREAS, The Company and the Employee entered into an Employment
Agreement dated as of December 27, 2004, and entered into agreements
dated as of May 5, 2005; and
 
     WHEREAS, the Company and the Employee desire to enter into a new
agreement setting forth the terms and conditions of the Employee's
employment, which shall replace the Prior Employment Agreement;
 
     NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:
 
     1.   EMPLOYMENT.  Subject to the terms and conditions set forth
          ..........
herein, the Company hereby employs and engages the Employee to serve as
its Chief Financial Officer and its Director of Human Resources, and the
Employee hereby agrees to serve the Company in such capacities, for the
period commencing on the date hereof and ending on fourth anniversary of
the date hereof (the "Employment Period"), unless sooner terminated
pursuant to the express provisions hereof.
 
     2.   DUTIES.  The Employee shall serve as the Company's Chief
          .......
Financial Officer and the Company's Director of Human Resources, subject
to the direction and control of the Senior Executive Officers (as
defined below) and the Company's Board of Directors (the "Board").  The
Employee shall perform such duties and functions, consistent with the
office of Chief Financial Officer and the office of Director of Human
Resources, as the Senior Executive Officers or the Board, from time to
time, shall determine, including, without limitation, serving as a
consultant to Affiliates (as defined below) of the Company.  In doing
so, the Employee shall promote the interests of the Company pursuant to
and in accordance with, and shall faithfully adhere to, the business
policies and procedures established from time to time by the Senior
Executive Officers or the Board.  The Employee shall report to a Senior
Executive Officer.  As used herein, "Senior Executive Officers" shall
mean the Company's [Chairman of the Board], Chief Executive Officer,
President, and such other officers as the Chief Executive Officer or the
Board may determine; and "Affiliate" shall mean, with respect to the
Company, any entity that, directly or indirectly, controls, is
controlled by, or is under common control with, the Company.
 
     3.   TIME TO BE DEVOTED TO EMPLOYMENT.  Except during vacation
          .................................
periods or absences due to temporary illness, the Employee shall devote
all of her professional and business time, attention, and energies to
her duties and responsibilities hereunder.  Except for business trips
which shall be necessary or desirable in the Company's business, the
Employee shall perform her duties and responsibilities hereunder at the
principal offices of the Company.
 
     4.   COMPENSATION; FRINGES
          .....................
 
          4.01   As total compensation for all services to be rendered
by the Employee hereunder, including all services as an officer,
director, or consultant of any of Affiliate of the Company, the Employee
shall receive the following:
 
                 (a)  During the Employment Period, the Employee shall
receive a salary at the rate of Three Hundred and Twenty Five thousand
($325,000) per annum (the "Base Salary"), which Base Salary shall be
subject to federal, state, and other tax withholdings, shall payable in
accordance with the Company's normal payroll procedures for executive
employees, and shall subject to annual review and adjustment by the
Company.
 
                 (b)  During the Employment Period, the Employee shall
receive a yearly bonus as determined by the Board, which bonus shall not
be less than $100,000 (the "Minimum Bonus").
 
          4.02   The Employee shall be entitled to reimbursement from
the Company for all reasonable travel and other out-of-pocket expenses
necessarily incurred by her on behalf of the Company in the course of
the performance of her duties hereunder, provided the Employee shall
submit proper supporting documentation for such expenses all in form
reasonably satisfactory to the Company.
 
          4.03   The Employee shall be eligible, to the extent she
qualifies, to participate in such fringe benefits plans (including group
life, health and disability insurance, retirement, profit sharing and
pension plans), if any, which the Company may from time to time make
available to all of its executive employees, provided that the Company
shall have the right from time to time to modify, terminate or replace
any and all of such plans.
 
          4.04   The Employee shall be entitled to four (4) weeks of
paid vacation each year during the Employment Period, which shall be
taken at such times as are consistent with the needs of the Company and
the convenience of the Employee.
 
          4.05   During the Employment period, the Employee shall be
entitled to a yearly,  expense allowance of $25,000 (the "Expense
Allowance").
 
     5.   TERMINATION
          ...........
 
          5.01   This Agreement and the Employee's employment hereunder
shall terminate automatically and without notice upon the death of the
Employee.
 
          5.02   This Agreement and Employee's employment hereunder
shall terminate upon the Employee's resignation without Good Reason or
for Good Reason.  As used herein, "Good Reason" shall mean (a) the
material breach of this Agreement by the Company, which breach has not
been corrected by the Company within fifteen days after written notice
thereof from the Employee, (b) the material diminution in the title or
job responsibilities of the Employee, which diminution has not been
corrected by the Company within fifteen days after written notice
thereof from the Employee; or (c) if the Employee's place of employment
is relocated more than twenty five (25) miles from the Company's current
location in East Setauket, New York.
 
          5.03   The Company may terminate this Agreement and the
Employee's employment hereunder, upon written notice to the Employee, in
the event of the Employee's Incapacity.  As used herein, "Incapacity"
shall mean (a) the Employee's inability to perform her duties pursuant
to this Agreement due to her mental or physical illness, disability or
incapacity, and such illness, disability or incapacity is deemed by a
licensed physician chosen by the Company to be of a permanent nature, or
(b) the Employee's failure to perform her duties pursuant to this
Agreement, due to her mental or physical illness, disability or
incapacity, on a full-time basis for a continuous period of 60 days or
for a period of 90 days (whether or not consecutive) in any six (6)
consecutive month period.
 
          5.04   The Company may terminate this Agreement and the
Employee's employment hereunder, upon written notice to the Employee,
for Cause.  For purposes of this Agreement, "Cause" shall mean:
 
                 (a)  the Employee's conviction in a court of law of any
crime or offense involving money or other property or of a felony;
 
                 (b)  the Employee's failure or refusal to substantially
perform her duties hereunder (other than any such failure or refusal
resulting from her Incapacity or the failure to meet specific growth and
profit targets), or the Employee's failure or refusal to carry out the
reasonable business directives of the Board or a Senior Executive
Officer, or the willful taking of any action by the Employee which
results in damage to the Company, or the material default or breach by
the Employee of any obligation, representation, warranty, covenant or
agreement made by the Employee herein; provided, however, the Company
shall have given the Employee written notice of any such Cause for
termination and the Employee shall have failed to cure such Cause within
fifteen (15) days after the date of such notice.  If the Cause for
termination is cured within the fifteen (15) day period, it shall be
deemed for all purposes that Cause for termination has not occurred
(except that if the same or a similar event to the one resulting in
notice pursuant to this subsection (b) recurs after a cure, the right to
cure the second cause of termination, after notice with respect to the
second event shall have been given, shall expire 24 hours after the time
the notice is given); or
 
                 (c)  the Employee's breach of any of the provisions of
Sections 6 or 8 hereof.
 
          5.05   Upon termination of this Agreement and the Employee's
employment hereunder, the Employee shall not be entitled to any
payments, benefits, damages, awards, or compensation, except as follows:
 
                 (a)  If the Employee's employment hereunder is
terminated for Cause or due to her death or Incapacity, or if the
Employee resigns without Good Reason, then the Company shall be
obligated to pay to the Employee (or, in the event of the Employee's
death, the Employee's estate) all earned but unpaid Base Salary due to
the Employee hereunder through the date of such termination or
resignation, and to reimburse the Employee (or, in the event of the
Employee's death, the Employee's estate) for all reimbursable business
expenses (as set forth in Section 4.02 hereof) incurred by the Employee
through the date of such termination or resignation.
 
                 (b)  If the Company terminates the Employee's
employment without Cause, or if the Employee resigns for Good Reason,
then the Company shall be obligated to pay to the Employee (i) all
earned but unpaid Base Salary, Minimum Bonus, Expense Allowance, and
benefits due to the Employee hereunder through the date of such
termination, and to reimburse the Employee for all reimbursable business
expenses (as set forth in Section 4.02 hereof) incurred by the Employee
through the date of such termination.  In addition, the Company shall
pay to the Employee a [lump sum] severance payment equal to the Base
Salary, Prior Year Bonus, and Expense Allowance in effect on the date of
such termination.
 
                 (c)  In the event a Change of Control (as defined
below) occurs during the Employment Period, then the Employee shall be
entitled to (i) a payment equal to the product of (A) 2.99 and (B) the
Employee's "annualized includible compensation" as that term is defined
in Section 280G of the Code and the regulations thereunder for the
period consisting of the most recent five (5) taxable years ending
before the date of the Change of Control   The amount payable pursuant
to clause (i) of the preceding sentence shall be paid by the Company in
a single lump sum in cash within ten (10) days after the occurrence of
the Change of Control.    Notwithstanding the foregoing, the Employee
shall be entitled to the payment described in the first sentence of this
Section 4.08 only if he (i) executes a release agreement acceptable to
the Board of Directors of the Company releasing all legally waivable
claims against the Company and its subsidiaries and affiliates and all
present and former directors, officers, agents, representatives,
employees, successors and assigns of the Company and its subsidiaries
and affiliates and the Company's direct and indirect owners and (ii) has
complied with his obligations under Sections 6 and 7 hereof.  For
purposes of this Section 4.08, a Change of Control shall mean (a) the
acquisition by any person (including a person defined in Section
13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934
("Exchange Act")), entity or group) of more than 50% of either the then
outstanding shares of common stock of the Company or the combined voting
power of the Company's then outstanding voting securities entitled to
vote generally in the election of directors, (b) the sale of all or
substantially all of the assets of the Company in a transaction or
series of transactions, (c) the merger or consolidation of the Company
with another entity other than a merger or consolidation in which the
shareholders of the Company immediately prior to the merger or
consolidation hold, directly or indirectly, at least a majority of the
outstanding voting power of the outstanding voting securities or common
stock of the continuing or surviving company immediately after such
merger or consolidation, or (d) individuals who, as of the date hereof,
constitute the Board of Directors (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board of Directors,
provided that any person becoming a director subsequent to the date
hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of the Directors of the Company, as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act) shall be,
for purposes of this Agreement, considered as though such person were a
member of the Incumbent Board.
 
     6.   NON-COMPETITION; NON-SOLICITATION
          .................................
 
          6.01   In view of the unique and valuable services it is
expected the Employee will render to the Company and the knowledge
regarding the Company it is expected the Employee will obtain during the
course of her employment with the Company, and in consideration of this
Agreement and the compensation to be received by the Employee hereunder,
the Employee agrees that for so long as she is employed by the Company
and for a period of [one] year thereafter (the "Covenant Period"), she
will not compete with the Company (or any of its Affiliates) or,
directly or indirectly, own, manage, operate, control, loan money to, or
participate in the ownership, management, operation or control of, or be
connected with as a director, officer, employee, partner, consultant,
agent, independent contractor or otherwise, or acquiesce in the use of
her name in, any other business or organization which competes with the
Company (or any of its Affiliates) in any geographical area in which the
Company or its Affiliates is then conducting business or any
geographical area in which, to the knowledge of the Employee, the
Company or its Affiliates plans to conduct business within a six (6)
month period; provided, however, the Employee shall be permitted to own
less than a 5% interest as a shareholder in any company which is listed
on any national securities exchange even though it may be in competition
with the Company or its Affiliates.
 
          6.02   The Employee will not, during the Covenant Period,
directly or indirectly, either individually or on behalf of any other
person or entity, solicit or interfere with, or endeavor to entice away
any employees (full-time or part-time) or customers of the Company (or
any of its Affiliates).
 
          6.03   The Employee agrees that the provisions of this Section
6 are reasonable and necessary to protect the Company and its business.
It is the desire and intent of the parties that the provisions of this
Section 6 shall be enforced to the fullest extent permitted under the
public policies and laws applied in each jurisdiction in which
enforcement is sought.  If any restriction contained in this Section 6
shall be deemed to be invalid, illegal or unenforceable by reason of the
extent, duration or geographical scope thereof, or otherwise, then the
court making such determination shall have the right to reduce such
extent, duration, geographical scope or other provision hereof and in
its reduced form such restriction shall then be enforceable in the
manner contemplated hereby.
 
     7.   RETURN OF COMPANY PROPERTY.  The Employee acknowledges and
          ...........................
agrees that all computers, equipment, software, records, plans, manuals,
guides, memoranda, lists, correspondence with customers or
representatives, reports, records, charts, advertising materials, and
any data and other property delivered to or acquired by the Employee by
or on behalf of the Company or any of its Affiliates or by an agent,
representative or customer of any of them (including, but not limited
to, any such customers obtained by the Employee), and all records
compiled by the Employee which pertain to the business of the Company or
its Affiliates, shall be and remain the property of the Company or its
Affiliate, as the case may be, and be subject at all times to the
discretion and control of the Company or its Affiliates, as the case
may, and shall be delivered promptly to the Company or such Affiliate,
without request, by the Employee upon the termination of the Employee's
employment.
 
     8.   CONFIDENTIAL INFORMATION.  In the course of performing her
          .........................
duties hereunder or otherwise, the Employee may become aware of
confidential or proprietary information of Company or any Affiliate of
the Company (for purposes of this Section 8, the "Company"), including,
but not limited to, trade secrets, product information, technical
information, software programs, software code, designs, prototypes,
methods, techniques, plans, processes, strategies, product pricing,
research and development activities, sales goals, marketing information,
customer and potential customer lists, vendor lists, and other
information which the Company is obligated to keep confidential pursuant
to the Company's obligations to third parties (collectively,
"Confidential Information").  The Employee shall maintain in strict
confidence and shall not use for her own benefit, directly or
indirectly, any Confidential Information, and shall not publish,
disseminate, or disclose any Confidential Information without the
express written permission of the Company, except to the extent
necessary to carry out her duties hereunder.  The term "Confidential
Information" shall not include information which becomes public
knowledge without the breach of any obligation of confidentiality of the
Employee.  The covenants contained in this Section 8 shall survive the
termination or expiration of this Agreement.
 
     9.   SPECIFIC PERFORMANCE.  In the event of a breach or a
          .....................
threatened breach by the Employee of the provisions of Sections 6, 7, or
8 (collectively, the "Restrictive Covenants"), the Company shall be
entitled, without being required to post any bond or other security or
prove special damages, to an injunction, to have the Restrictive
Covenants specifically enforced by a court of competent jurisdiction, or
to such other equitable relief as may be necessary or desirable to
enforce the Restrictive Covenants (including, in the case of a breach of
Section 8 hereof, restraining the Employee from disclosing, in whole or
in part, the Confidential Information, or from rendering any services to
any person, firm, corporation, association, or other entity to whom such
Confidential Information, in whole or in part, has been disclosed or is
threatened to be disclosed).  Nothing contained herein shall be
construed as prohibiting the Company from pursuing any other rights or
remedies available to the Company, under law and in equity, for such
breach or threatened breach, including the recovery of damages from the
Employee.
 
     10.  SURVIVAL.  The covenants and agreements contained in or made
          .........
pursuant to this Agreement shall survive the Employee's termination of
employment, irrespective of any investigation made by or on behalf of
any party.
 
     11.  ENTIRE AGREEMENT; MODIFICATION.  This Agreement sets forth the
          ...............................
entire understanding of the parties with respect to the subject matter
hereof, supersedes all existing agreements between them concerning such
subject matter, and may be modified, supplemented or discharged only by
a written instrument duly executed by each party.
 
     12.  NOTICES.  Any notices or other communication required or
          ........
permitted to be given hereunder shall be in writing and shall be deemed
to have been given (a) when faxed or personally delivered, (b) one (1)
business day after being sent by reputable "overnight" courier, or (c)
five days after being mailed by certified or registered mail, return
receipt requested, postage prepaid, to the parties at their addresses
set forth in the preamble to this Agreement (or to such other address as
a party shall have furnished in writing to the other party in accordance
with the provisions of this Section 12, provided that notice of change
of address shall be effective only upon receipt).
 
     13.  WAIVER.  Any waiver by either party of a breach of any
          .......
provision of this Agreement shall not operate as or be construed to be a
waiver of any other breach of such provision or of any breach of any
other provision of this Agreement.  The failure of a party to insist
upon strict adherence to any term of this Agreement on one or more
occasions shall not be considered a waiver or deprive that party of the
right thereafter to insist upon strict adherence to that term or any
other term of this Agreement.  Any waiver must be in writing.
 
     14.  BINDING EFFECT.   The Employee's rights and obligations under
          ...............
this Agreement shall not be transferable by assignment or otherwise,
such rights shall not be subject to commutation, encumbrance, or the
claims of the Employee's creditors, and any attempt to do any of the
foregoing shall be void.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the Employee, her heirs,
executors, and administrators, and shall be binding upon and inure to
the benefit of the Company and its successors and assigns.
 
     15.  HEADINGS.  The headings in this Agreement are solely for the
          .........
convenience of reference and shall be given no effect in the
construction or interpretation of this Agreement.
 
     16.  COUNTERPARTS; GOVERNING LAW.  This Agreement may be executed
          ............................
in several counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to any doctrine
pertaining to the conflict of laws.
 
     17.  REPRESENTATIONS, WARRANTIES, AND AGREEMENTS.  The Employee
          ............................................
represents and warrants to the Company that (a) the execution, delivery
and performance of this Agreement by the Employee does not and will not
conflict with, breach, violate or cause a default under any contract,
agreement, instrument, order, judgment or decree to which the Employee
is a party or by which she is bound, (b) the Employee is not a party to
or bound by any employment agreement, non-compete agreement,
confidentiality agreement, restrictive covenant or other restrictions,
whether written or oral, with any other person or entity, and (c) upon
the execution and delivery of this Agreement by the Employee, this
Agreement shall be the valid and binding obligation of the Employee,
enforceable against her in accordance with its terms.  The Employee
agrees to submit to a medical examination (at the Company's expense) and
to cooperate and supply such other information and documents as may be
required by any insurance company in connection with the Company's
obtaining any type of insurance or fringe benefit as the Company shall
determine from time to time to obtain.
 
     18.  PUBLICITY.  During the Employment Period (and, solely with
          ..........
respect publicity materials or presentation materials in existence at
the end of the Employment Period, for the six-month period after the
Employment Period), the Company shall have the right to use the
Employee's name and likeness in any publicity materials prepared by it
and in presentations to current or prospective clients, investors, and
others.  The Employee shall not have the right to use the Company's name
in any publications or publicity or materials prepared by her without
obtaining the prior written consent of the Company, which consent shall
not be unreasonably withheld.
 
 
 
                   [SIGNATURES FOLLOW ON NEXT PAGE]
 
 
 
   IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the day and year above written.
 
                                           /s/ Alice Varisano
                                           .............................
                                           ALICE VARISANO
 
 
                                           EXCEL TECHNOLOGY, INC.
 
 
                                           By: /s/ Antoine Dominic
                                               .........................
                                               Antoine Dominic, CEO