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Exhibit 10.1

CREDIT AGREEMENT

Dated as of May 2, 2005

among

AXSYS TECHNOLOGIES, INC.,

as the Borrower,

THE SUBSIDIARY GUARANTORS PARTY HERETO,

as Subsidiary Guarantors,

FLEET NATIONAL BANK,
A BANK OF AMERICA COMPANY
as the Lender and the L/C Issuer

and

FLEET NATIONAL BANK,
A BANK OF AMERICA COMPANY
as Collateral Agent

5.10	Insurance
5.11	Taxes
5.12	ERISA Compliance
5.13	Subsidiaries; Equity Interests
5.14	Margin Regulations; Investment Company Act; Public Utility Holding Company Act
5.15	Disclosure
5.16	Compliance with Laws
5.17	Intellectual Property
5.18	Solvency
5.19	Security Documents
5.20	Acquisition Documents; Representations and Warranties in Acquisition Agreement

ARTICLE VI.	AFFIRMATIVE COVENANTS
6.01	Financial Statements
6.02	Certificates; Other Information
6.03	Notices
6.04	Payment of Obligations
6.05	Preservation of Existence, Etc.
6.06	Maintenance of Properties
6.07	Maintenance of Insurance
6.08	Compliance with Laws
6.09	Books and Records
6.10	Inspection Rights
6.11	Use of Proceeds
6.12	Additional Collateral; Additional Guarantors
6.13	Collateral
6.14	Defend Collateral
6.15	Primary Operating Accounts
6.16	Security Interests; Further Assurances
6.17	Information Regarding Collateral

ARTICLE VII.	NEGATIVE COVENANTS
7.01	Liens
7.02	Investments
7.03	Indebtedness
7.04	Fundamental Changes
7.05	Asset Sales
7.06	Restricted Payments
7.07	Change in Nature of Business
7.08	Transactions with Affiliates
7.09	Burdensome Agreements
7.10	Use of Proceeds
7.11	General Partner
7.12	Financial Covenants
7.13	Payment of Telic Earn-Out Payments

ARTICLE VIII.	GUARANTEE
8.01	The Guarantee
8.02	Obligations Unconditional
8.03	Reinstatement

ARTICLE I.	DEFINITIONS AND ACCOUNTING TERMS
1.01	Defined Terms
1.02	Other Interpretive Provisions
1.03	Accounting Terms
1.04	Rounding
1.05	Times of Day
1.06	Letter of Credit Amounts
1.07	Resolution of Drafting Ambiguities

ARTICLE II.	THE COMMITMENT AND OTHER CREDIT EXTENSIONS
2.01	The Loans
2.02	Borrowings, Conversions and Continuations of Committed Revolving Loans; Continuations of Term Loan B
2.03	Letters of Credit
2.04	Prepayments; Accelerated Maturity of Term Loan B
2.05	Termination or Reduction of Commitment
2.06	Repayment of Loans
2.07	Interest; Pricing Flex; Required Interest Rate Hedge
2.08	Fees
2.09	Computation of Interest and Fees
2.10	Evidence of Debt
2.11	Method of Payment, Direct Debits, Payment Date Adjustments, Application of Payments
2.12	All Loans and Letters of Credit to Constitute One Obligation

ARTICLE III.	TAXES, YIELD PROTECTION AND ILLEGALITY
3.01	Taxes
3.02	Illegality
3.03	Inability to Determine Rates
3.04	Increased Costs
3.05	Compensation for Losses
3.06	Mitigation Obligations
3.07	Survival

ARTICLE IV.	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01	Conditions of Initial Credit Extension
4.02	Conditions to all Credit Extensions

ARTICLE V.	REPRESENTATIONS AND WARRANTIES
5.01	Existence, Qualification and Power; Compliance with Laws
5.02	Authorization; No Contravention
5.03	Governmental Authorization; Other Consents
5.04	Binding Effect
5.05	Financial Statements; No Material Adverse Effect; No Internal Control Event
5.06	Litigation
5.07	No Default
5.08	Ownership of Property; Liens
5.09	Environmental Compliance

8.04	Subrogation; Rights of Reimbursement; Subordination
8.05	Remedies
8.06	Instrument for the Payment of Money
8.07	Continuing Guarantee
8.08	General Limitation on Guaranteed Obligations

ARTICLE IX.	EVENTS OF DEFAULT AND REMEDIES
9.01	Events of Default
9.02	Remedies Upon Event of Default
9.03	Application of Funds