EX-24. 2 rrd217953_245954.htm POWER OF ATTORNEY rrd217953_245954.html
                                   SECTION 16
                                POWER OF ATTORNEY

        Know all by these presents,  that the undersigned hereby constitutes and
appoints Keith Bair the undersigned's true and lawful attorney-in-fact to:

        (1) execute for and on behalf of the undersigned,  in the  undersigned's
capacity as an officer,  director and/or 10%  shareholder of FARO  Technologies,
Inc. (the "Company"),  Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;

        (2) do and perform any and all acts for and on behalf of the undersigned
which may be  necessary or desirable to complete and execute any such Form 3, 4,
or 5 and timely file such form with the Securities  and Exchange  Commission and
any stock exchange or similar authority; and

        (3) take any other action of any type  whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact,  may be of benefit to,
in the best  interest  of, or legally  required  by, the  undersigned,  it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned  pursuant to this Power of Attorney  shall be in such form and shall
contain such terms and conditions as such  attorney-in-fact  may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such  attorney-in-fact  full power
and  authority  to do and  perform  any  and  every  act  and  thing  whatsoever
requisite,  necessary, or proper to be done in the exercise of any of the rights
and  powers  herein  granted,  as  fully  to all  intents  and  purposes  as the
undersigned  might  or  could  do if  personally  present,  with  full  power of
substitution  or  revocation,  hereby  ratifying  and  confirming  all that such
attorney-in-fact,  or such attorney-in-fact's  substitute or substitutes,  shall
lawfully  do or cause to be done by virtue  of this  power of  attorney  and the
rights  and  powers  herein  granted.  The  undersigned  acknowledges  that  the
foregoing  attorneys-in-fact,  in serving in such capacity at the request of the
undersigned,  are  not  assuming,  nor  is  the  Company  assuming,  any  of the
undersigned's  responsibilities  to comply  with  Section  16 of the  Securities
Exchange Act of 1934.

        This Power of Attorney  shall  remain in full force and effect until the
undersigned is no longer  required to file Forms 3, 4, and 5 with respect to the
undersigned's  holdings of and transactions in securities issued by the Company,
unless earlier revoked by the  undersigned in a signed writing  delivered to the
foregoing  attorneys-in-fact.  In affixing his or her signature to this Power of
Attorney,  the undersigned hereby revokes any and all previously executed Powers
of Attorney for the same or similar purposes.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 15 day of May 2009.

                                        /s/ Stephen R. Cole
                                        ---------------------------------------
                                        Stephen R. Cole