THIS EMPLOYMENT AGREEMENT, dated as of October 12, 2000 (this

"AGREEMENT"), is entered into by and between Axsys Technologies, Inc., a

Delaware corporation (the "COMPANY"), and Stephen W. Bershad (the "EXECUTIVE").



      WHEREAS, the Executive currently serves as Chairman ("Chairman") of the

Board of Directors (the "Board") and Chief Executive Officer ("CEO") of the

Company;



      WHEREAS, the Company believes that the Executive possesses skills,

experience and knowledge that are of value to the Company;



      WHEREAS, the Company desires to secure additional services of the

Executive as Chairman and CEO and the Executive is willing to render such

services; and



      WHEREAS, the Company and the Executive desire to set forth certain terms

and conditions of the Executive's employment as Chairman and CEO as set forth

herein.



      NOW, THEREFORE, in consideration of the mutual covenants contained herein,

the parties hereto agree as follows:



            1. EMPLOYMENT TERM. The "EMPLOYMENT TERM" shall commence on the date

of this Agreement and shall expire on the sixth anniversary of such date (or on

such later date as determined in accordance with Section 2(a) or as the Board

and the Executive may agree upon), unless earlier terminated as provided herein.



            2. EMPLOYMENT.



              (a) The Company agrees to employ the Executive and the

Executive agrees to perform services as an employee of the Company during the

Employment Term as described below. During the first year of the Employment Term

(or such other period as the parties may agree), the Executive shall be employed

as Chairman and CEO (such period, the "INITIAL PERIOD"). The Employment Term

shall be extended by the number of days that the Initial Period exceeds one

year. Upon expiration of the Initial Period and for the remainder of the

Employment Term, the Executive shall be appointed and serve or continue to serve

as Chairman. As Chairman and/or CEO, the Executive shall perform the duties,

undertake the responsibilities and exercise the







                                       1





authority customarily performed, undertaken and exercised by him in accordance

with past practice, including without limitation, the responsibility for

determining the strategic direction of the Company and any entity, directly or

indirectly, controlled by, controlling or under common control with the Company

("AFFILIATES"), and such other duties and responsibilities and/or any changes in

the duties and responsibilities set forth above, as agreed to by the Executive

and the Company from time to time. In performing his duties hereunder, the

Executive will report directly to the Board.



                  (b) During the Initial Period, excluding periods of vacation

and sick leave to which the Executive is entitled, the Executive agrees to

devote such portion of his business time and attention to the business and

affairs of the Company as may be necessary to fulfill his responsibilities

hereunder; PROVIDED, HOWEVER, that the Executive may (1) serve on corporate,

civic or charitable boards or committees; (2) manage personal investments; and

(3) deliver lectures and teach at educational institutions, so long as such

activities do not significantly interfere with the performance of the

Executive's responsibilities hereunder. The parties acknowledge and agree that,

during the Employment Term, the Executive may pursue other business interests

and endeavors unrelated to the business and affairs of the Company and that,

following the Initial Period, such other interests and endeavors may constitute

a significant portion of the Executive's business time and attention.



                  (c) During the Employment Term, the Company shall provide the

Executive with an appropriate office and administrative support at one of the

Company's offices, commensurate with the Executive's status and position. The

Executive shall not be required to live at or near any of the offices of the

Company.



            3. COMPENSATION. In consideration of the performance by the

Executive of the Executive's obligations during the Employment Term (including

any services by the Executive as an officer, director, employee or member of any

committee of any Affiliate of the Company, or otherwise on behalf of the

Company), the Executive shall be compensated as follows:



                  (a) BASE SALARY. The Executive shall receive a base salary

(the "BASE SALARY") at an annual rate not less than the Executive's rate of base

salary immediately prior to the date of this Agreement. The Base Salary shall be

reviewed by the Board from time to time in its sole discretion. The Base Salary

shall be payable in accordance with the normal payroll practices of the Company

then in effect.



                  (b) BONUS. For each fiscal year of the Company ending during

the Employment Term, the Company shall provide the Executive with the

opportunity to earn an annual incentive bonus based on performance goals

determined by the Board at the beginning of such fiscal year, prorated for any

portion of a fiscal year in the manner described in Section 5 relating to the

Pro Rata Bonus.



                  (c) EQUITY AWARDS. The Executive shall participate in the

Company's Long Term Stock Incentive Plan or any successor plan on terms and at

such level as may be determined by the Board from time to time consistent with

such plans.



                  (d) BENEFITS. The Executive shall be entitled to participate

in any employee or executive benefit plans, policies or programs that are

provided generally to senior executives of the Company as such plans, policies

or programs may be in effect from time to time.

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