Sample Business Contracts

Certificate of Incorporation - Finisar Delaware Corp.

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                         CERTIFICATE OF INCORPORATION


                         FINISAR DELAWARE CORPORATION

     FIRST:    The name of this corporation is Finisar Delaware Corporation
(hereinafter sometimes referred to as the "Corporation").

     SECOND:   The address of the registered office of the Corporation in the
State of Delaware is Incorporating Services, Ltd., 15 East North Street, in
the City of Dover, County of Kent.  The name of the registered agent at that
address is Incorporating Services, Ltd.

     THIRD:    The purpose of the Corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of Delaware.

     FOURTH:   The total number of shares of stock which the Corporation
shall have authority to issue is One Thousand (1,000) shares of Common Stock,
par value $0.001 per share (the "Common Stock").

     FIFTH:    The name and mailing address of the incorporator is:

                    Lynn Rooke
                    c/o Gray Cary Ware & Freidenrich LLP
                    400 Hamilton Avenue
                    Palo Alto, CA  94301

     SIXTH:  The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors.  In addition to the powers
and authority expressly conferred upon them by Statute or by this Certificate
of Incorporation or the Bylaws of the Corporation, the directors are hereby
empowered to exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation.  Election of directors need not be
by written ballot unless the Bylaws so provide.


     SEVENTH:  The Board of Directors is authorized to make, adopt, amend,
alter or repeal the Bylaws of the Corporation.  The stockholders shall also
have power to make, adopt, amend, alter or repeal the Bylaws of the

     EIGHTH:  This Corporation reserves the right to amend or repeal any of
the provisions contained in this Certificate of Incorporation in any manner
now or hereafter permitted by law, and the rights of the stockholders of this
Corporation are granted subject to this reservation.

     NINTH:  To the fullest extent permitted by the Delaware General
Corporation Law, a director of this Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director.  Any repeal or modification of the foregoing provisions
of this Article NINTH by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.

     I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a
corporation under the laws of the State of Delaware, do make, file and record
this Certificate of Incorporation, do certify that the facts herein stated
are true, and accordingly, have hereto set my hand this 1st day of September,

                                            /s/ Lynn Rooke
                                            Lynn Rooke