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Exhibit 99.1

PURCHASE AND SALE AGREEMENT

by and between

TERADYNE, INC.

Seller

and

AXSYS TECHNOLOGIES IR SYSTEMS, INC.

Purchaser

Dated as of February 15, 2006

TABLE OF CONTENTS

		Page

1.	Purchase and Sale	1
2.	Purchase Price.	2
3.	Quality of Title.	2
4.	Closing Date; Expenses.	3
5.	Apportionments	3
6.	Title Insurance and Surveys.	5
7.	Due Diligence Period, AS-IS, WHERE-IS Purchase	6
8.	Closing Documents.	8
9.	Representations and Warranties.	9
10.	Covenants.	13
11.	Brokers	14
12.	Condemnation and Destruction.	14
13.	Conditions to Seller’s and Purchaser’s Performance	15
14.	Default and Remedies.	16
15.	No Personal Liability.	17
16.	Notices.	17
17.	Entire Agreement.	18
18.	Amendments.	18
19.	Waiver.	18
20.	Assignment.	18
21.	Intentionally Deleted	19
22.	Intentionally Deleted	19
23.	Section and Paragraph Headings.	19
24.	Governing Law.	19
25.	Counterparts.	19
26.	Further Assurances.	19
27.	Facsimile Signatures.	19
28.	Business Days.	19
29.	Recording	20

This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of February 15, 2006 (the “Effective Date”), by and between TERADYNE, INC., a Massachusetts corporation, having an address of 321 Harrison Avenue, Boston, Massachusetts 02118 (“Seller”), and AXSYS TECHNOLOGIES IR SYSTEMS, INC., a New York corporation, having an address of 282 Main Street, Salem, New Hampshire 03070 (“Purchaser”).

RECITALS

Seller is the owner of the Property (as hereinafter defined). Seller desires to sell the Property to Purchaser and Purchaser desires to buy the Property from Seller, all on and subject to the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, the parties hereto agree as follows:

1. Purchase and Sale. In consideration of the mutual covenants and agreements of the parties set forth in this Agreement, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Seller hereby agrees to sell the Property to Purchaser and Purchaser, or its nominee, agrees to buy the Property from Seller, for the Purchase Price (as hereinafter defined), payable as provided below and subject to adjustment as provided herein and otherwise on and subject to the terms and conditions contained herein. The Property which is the subject of this Agreement consists of the following:

(a) The land located at 23-24 Simon Street, Nashua, New Hampshire, which land is (1) more particularly described on Exhibit A attached hereto and (2) the same land shown on a survey (the “2001 Survey”) dated November 28, 2001, entitled, “23-24 Simon Street; Nashua, NH”, prepared by Merrimack Engineering Services and Findeisen Survey and Design (the “Land”) together with (i) all rights, privileges and easements appurtenant to the Land, including, without limitation, all minerals, oil, gas, and other hydrocarbon substances on and under the Land, as well as all development rights, air rights, water, water rights and water stock relating to the Land, any rights to any land lying in the bed of any existing dedicated street, road or alley adjoining the Land and to all strips and gores adjoining the Land, and any other easements, rights-of-way, or appurtenances used in connection with the beneficial use and enjoyment of the Land (collectively, the “Appurtenances”); and (ii) all improvements and fixtures located on the Land (collectively, the “Improvements”), including, without limitation, that certain building containing approximately 78,000 square feet of space (the “Building”), and all permanent equipment owned by the Seller, affixed to and used in connection with the operation or occupancy of the Improvements, such as, but without limitation, heating and air conditioning systems, conduits and ducts, plumbing and electrical facilities used to provide utility and other services (which Land, together with the Appurtenances and Improvements, is collectively referred to as the “Real Property”);

EXHIBITS

A.	Legal Description
B.	Form of Escrow Agreement
C.	Intentionally Deleted
D.	Due Diligence Materials
E.	Intentionally Deleted
F.	Form of Affidavit of Non-Foreign Status