Consulting Agreement

Exhibit 10.5

Consulting Agreement

Agreement, (the “ Agreement ”) dated as of July 9, 2008 by and between Excel Technology, Inc. (the “ Company ”) and Dominics LLC (the “ Consultant ”).

WHEREAS, Antoine Dominic (the “ Employee ”) is the sole member and sole employee of the Consultant;

WHEREAS, concurrently with the execution of this Agreement, GSI Group, Inc. (“ GSI ”), Eagle Acquisition Corporation and the Company are entering into an Agreement and Plan of Merger (the “ Merger Agreement ”) whereby Eagle Acquisition Corporation will commence a cash tender offer (the “ Offer ”) for all of the outstanding shares of voting stock of the Company followed by a merger between the Company and Eagle Acquisition Corporation, all in accordance with the terms of the Merger Agreement;

WHEREAS, pursuant to the Merger Agreement, GSI has agreed that upon the occurrence of the Purchase Time the Employee will have “Good Reason,” as such term is defined in the employment agreement entered into by and between the Company and the Employee dated the 9th day of October 2006 (the “ Employment Agreement ”);

WHEREAS, the Employee has informed the Company that the Employee will terminate his employment with the Company for “Good Reason” immediately following the Purchase Time (the “ Separation Date ”);

WHEREAS, as a condition to the willingness of GSI to enter into the Merger Agreement, GSI has requested that the Consultant enter into this Agreement whereby the Consultant agrees to provide certain consulting services to the Company and/or its affiliates effective immediately as of the Separation Date; and

WHEREAS, upon and subject to the terms set forth in this Agreement, the Company hereby offers and the Consultant hereby accepts, engagement as a consultant (the “ Engagement ”);

NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Consultant and the Company agree to the following:

1. Term . The term of this Agreement (the “ Term ”) shall commence on the Separation Date and shall continue in effect until the earlier of (a) the date upon which the Engagement is terminated by the Company or (b) the six (6) month anniversary of the Separation Date, subject to extension by mutual written agreement of the Company and the Consultant; provided , that the Engagement shall terminate immediately in the event of the Employee’s death.

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2. Consulting Services . During the Term, the Consultant agrees to provide the Company with consulting services as requested by GSI (a) in connection with the general transition and integration of the Company with GSI and its affiliates and (b) specifically to assist in and facilitate the consolidation of monthly and quarterly Company financial and operating information for use by GSI in preparing consolidated financial statements and reports and public company reports during the Term, including, without limitation, assisting in the preparation of timely and accurate pro forma financial statements reflecting consummation of the transactions contemplated by the Merger Agreement (“ Pro Formas ”) to be included in filings by GSI with the SEC (collectively, the “ Services ”).

3. Consultants Fee and Expenses . For Services rendered, the Company shall pay the Consultant on or before the date that is (i) one week following the first filing by GSI with the SEC containing Pro Formas, an amount equal to one-eighth (1/8) of the Employee’s 2007 salary and bonus and (ii) one week following the filing by GSI with the SEC of its Annual Report on 10-K for the year ended December 31, 2008, an amount equal to one-eighth (1/8) of the Employee’s 2007 salary and bonus, in the case of each of (i) and (ii), subject to Consultant’s substantial performance of Consultant’s duties hereunder, including to enable achievement of the principal goal of the Services as set forth in clause (b) of this Section 2. The Company will pay the Consultant such fees as due. In the event the Engagement is terminated by the Company or expires pursuant to Section 1 after a payment has been earned pursuant to the first sentence of this Section but before such payment is due and payable, the Company shall make such payment to the Consultant within five Business Days after such termination or expiration. The Company shall reimburse the Consultant promptly for any expenses, including travel costs and expenses, incurred by the Consultant in the performance of Services hereunder which the Company has approved in advance.

4. No Eligibility for Employee Benefits . During the Engagement, neither the Consultant nor the Employee nor any dependent or other individual claiming through the Consultant or the Employee shall be eligible to actively participate in any employee benefit plans of the Company or any of its affiliates; provided , however , that this shall not be construed to interfere with any rights the Employee or his qualified beneficiaries may have to continue coverage under the Company’s group health insurance plans pursuant to the federal law known as COBRA arising from his former employment and/or any rights to continued coverage under his Employment Agreement.

5. Certain Covenants of Consultant .