AXSYS TECHNOLOGIES INC, S-1, 1997-09-19

AXSYS TECHNOLOGIES INC
S-1, 1997-09-19
MOTORS & GENERATORS

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 1997

REGISTRATION NO. 333-

---------------

FORM S-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

---------------

AXSYS TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 3621 11-1962029
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)

645 MADISON AVENUE
NEW YORK, NEW YORK 10022
(212) 593-7900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

---------------

LOUIS D. MATTIELLI
645 MADISON AVENUE
NEW YORK, NEW YORK 10022
(212) 593-7900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

---------------

COPIES TO:
KENNETH R. BLACKMAN, ESQ. DAVID J. SORIN, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & BUCHANAN INGERSOLL
JACOBSON 500 COLLEGE ROAD EAST
ONE NEW YORK PLAZA PRINCETON, NEW JERSEY 08540
NEW YORK, NEW YORK 10004 (609) 987-6800
(212) 859-8000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

CALCULATION OF REGISTRATION FEE

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- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE PRICE(2) FEE
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock par value
$0.01 per share....... 1,757,833 shares $34.31 $60,315,645 $18,277.47
- ---------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
(1) Includes 229,283 shares of Common Stock that may be sold pursuant to the
Underwriters' over-allotment option.
(2) Calculated pursuant to Rule 457(c) under the Securities Act, based on the
average of the high and low prices reported on the Nasdaq National Market
on September 16, 1997.

---------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATES AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS +
+OF ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED SEPTEMBER 19, 1997

1,528,550 SHARES

[LOGO]AXSYS
------------
TECHNOLOGIES

COMMON STOCK

Of the 1,528,550 shares of Common Stock offered hereby, 750,000 shares are
being sold by Axsys Technologies, Inc. (the "Company") and 778,550 shares are
being sold by the Selling Shareholders. The Company will not receive any of the
proceeds from the sale of shares by the Selling Shareholders. See "Principal
and Selling Shareholders." The Company's Common Stock is traded on the Nasdaq
National Market under the symbol AXYS. On September 16, 1997, the last reported
sale price of the Common Stock on the Nasdaq National Market was $35 1/2 per
share. See "Price Range of Common Stock."

SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Price to Underwriting Proceeds to Proceeds to
Public Discount(1) Company(2) Selling Shareholders
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share................ $ $ $ $
Total(3)................. $ $ $ $
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) See "Underwriting" for information concerning indemnification of the
Underwriters and other matters.
(2) Before deducting offering expenses payable by the Company, estimated at
$ .
(3) The Company has granted the Underwriters a 30-day option to purchase up to
229,283 additional shares of Common Stock, solely to cover over-allotments,
if any. If the Underwriters exercise this option in full, the Price to
Public will total $ , the Underwriting Discount will total $ , the
Proceeds to Company will total $ , and the Proceeds to Selling
Shareholders will total $ . See "Underwriting."

The shares of Common Stock are offered by the several Underwriters named
herein, subject to receipt and acceptance by them and subject to their right to
reject any order in whole or in part. It is expected that delivery of the
certificates representing such shares will be made against payment therefor at
the office of Montgomery Securities on or about , 1997.

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MONTGOMERY SECURITIES

FURMAN SELZ

OPPENHEIMER & CO., INC.

, 1997
<PAGE>

AXSYS TECHNOLOGIES SUPPLIES HIGH-PERFORMANCE COMPONENTS AND SYSTEMS TO A BROAD
ARRAY OF TECHNOLOGY MARKETS

[COMPANY LOGO]

ELECTRONICS CAPITAL EQUIPMENT

Picture with title description: head stack assembly ("HSA") dynamic test
equipment, accompanied by the following additional language: turnkey
equipment, precision motion control components and subsystems, laser scanners,
laser autofocus

DEFENSE

Picture with title description: infrared scanner used in a night vision system
integrated into advanced turrets for light armored vehicles, accompanied by
the following additional language: high-performance motion control components
and subsystems, precision metal optics, precision machining services

HIGH-END DIGITAL IMAGING

Picture with title description: high speed airbearing scanners used in a
variety of pre-press film recorders, accompanied by the following additional
language: laser scanners and imaging systems, precision metal optics

SPACE

Picture with title description: all-beryllium, visual imaging system used on
the International Solar Terrestrial Physics Polar Satellite Visual Imaging
System, accompanied by the following additional language: high-performance
precision metal optics, motion control components and subsystems, precision
machining services

INDUSTRIAL AUTOMATION

Picture with title description: precision ball bearings and connectors,
accompanied by the following additional language: precision ball bearings,
terminal blocks and connectors

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY OVER-ALLOT OR ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE
COMMON STOCK. SUCH TRANSACTIONS MAY INCLUDE STABILIZING, THE PURCHASE OF
COMMON STOCK TO COVER SHORT POSITIONS AND THE IMPOSITION OF PENALTY BIDS. SEE
"UNDERWRITING. "

IN CONNECTION WITH THE OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS, IF ANY, MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE
COMMON STOCK ON THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 103 UNDER
REGULATION M. SEE "UNDERWRITING."
<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and consolidated financial
statements and notes thereto, appearing elsewhere in this Prospectus, including
information under "Risk Factors." Unless otherwise indicated, all information
in this Prospectus assumes no exercise of the Underwriters' over-allotment
option. All references to the "Company" in this Prospectus include Axsys
Technologies, Inc. and its consolidated subsidiaries, unless otherwise
expressly stated or the context otherwise requires. Unless otherwise indicated,
all references to outstanding Common Stock in this Prospectus assume that
100,000 shares of Common Stock issuable in the future to the minority
shareholders of Teletrac, Inc. (which the Company acquired in May 1997) are
issued and outstanding. See "Shares Eligible for Future Sale." All share and
per share amounts appearing in this Prospectus reflect the Company's July 25,
1996 one-for-five reverse Common Stock split. A glossary of terms appears on
page 56.

THE COMPANY

The Company designs, manufactures and sells custom precision optical and
positioning components, subsystems and systems for high-performance markets,
such as defense, space, high-end digital imaging and electronics capital
equipment. The Company also designs, manufactures and sells interconnect
devices and distributes precision ball bearings for use in a variety of
industrial, commercial and consumer applications.

Through its Precision Systems Group ("PSG"), the Company offers its
capabilities in magnetics, electronics, optics, precision machining and systems
integration to high-performance Original Equipment Manufacturers ("OEMs") and
end-users, enabling them to design and utilize systems that meet leading-edge
performance requirements. PSG designs, manufactures and sells high-end
components such as precision sensors, high-performance motors, precision metal
optics and airbearings. These products enable OEMs to improve measurement
precision, positioning performance (speed and power), inspection throughput and
manufacturing yields. PSG also designs, manufactures and sells subsystems which
integrate several of the Company's components. Subsystems include laser
autofocus systems which automatically focus microscopes used for optical
inspection, airbearing laser scanners and laser imaging systems used in the
electronic pre-press market, and direct drive motor and resolver assemblies
used in cluster tool robotics for positioning semiconductor wafers. In
addition, PSG designs, manufactures and sells systems, such as head stack
assembly (HSA) testers used to dynamically test computer disk drive magnetic
heads, electrical probers for advanced flat panel displays, and infrared
microscopes used to locate defects in microprocessors.

Through its Industrial Components Group ("ICG"), the Company designs,
manufactures and sells interconnect products. It also distributes and services
precision ball bearings used by OEMs in a variety of commercial industries. The
interconnect products include safety agency (e.g., U.L.) approved barrier
terminal blocks and power connectors which are primarily used to interface
industrial or process control computers to sensors, motors and other signal
level and power devices. The precision ball bearings distributed by the Company
are acquired from various domestic and international sources and are used in
machine tools, office automation, semiconductor manufacturing and other motion
control applications to provide for smooth and precise rotary motion.

The Company's current business reflects a strategic shift that commenced in
1995. In that year, the Company began to expand its PSG business to include not
only components for defense and military space applications, but also value-
added subsystems and systems for a broad range of industrial and commercial
markets. This shift was timed to take advantage of the increased demand for
high-performance components, subsystems and systems in these markets as
commercial manufacturers began to seek new methods to increase throughput and
yield. The Company believes that the change in these markets was the result of
several factors, including: (i) the demand on manufacturers to produce smaller,
higher-performance products with precise tolerances; (ii) pressures imposed on
manufacturers to enhance productivity and quality, which in turn required
integration of process control technology directly into the manufacturing
process; and (iii) the lowering of costs associated with electronic controls.

3
<PAGE>

In furtherance of its shift in strategy, the Company acquired various
synergistic technologies and assets. In April 1996, the Company acquired
Precision Aerotech, Inc. ("PAI"). PAI's subsidiaries, Speedring, Inc.
("Speedring") and Speedring Systems, Inc. ("Speedring Systems"), are leading
manufacturers and suppliers of high-performance laser scanners and optics as
well as suppliers of precision-machined specialty materials, such as beryllium
and quartz, for space and other high-technology applications. In October 1996,
the Company acquired substantially all of the assets of Lockheed Martin
Beryllium Corporation ("LMBC"), a supplier of precision-machined beryllium.
Beryllium is essential in space telescopes, weather and direct broadcast
satellites, and low-earth-orbit satellites used in cellular communication. Most
recently, in May 1997, the Company acquired Teletrac, Inc. ("Teletrac") which
designs, manufactures and sells laser-based precision measurement systems as
well as precision linear and rotary positioning systems for use in the
electronics capital equipment industry.

The Company's primary goal is to be a leading provider of components,
subsystems and systems that enhance throughput and yield to customers requiring
high-performance devices in their manufacturing and quality assurance
processes. The Company's strategy is to leverage its resources and capabilities
to develop higher-level subsystems and systems, employing its precision optical
and positioning technologies, while maintaining and continuing to grow ICG. Key
elements of this strategy include: (i) integrating technologies; (ii)
capitalizing on cross-selling opportunities; (iii) increasing investment in
engineering and manufacturing infrastructure; and (iv) expanding through
acquisitions.

The Company was originally incorporated in 1959 in New York under the name
Vernitron, Inc., was reincorporated in Delaware in 1968 and changed its name to
Axsys Technologies, Inc. in December 1996. The Company's principal executive
office is located at 645 Madison Avenue, New York, New York 10022, and its
telephone number is (212) 593-7900.

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company.......... 750,000 shares
Common Stock offered by the Selling Share-
holders..................................... 778,550 shares
Common Stock to be outstanding after the Of-
fering...................................... 4,213,190 shares(1)
Use of Proceeds.............................. Repayment of bank debt, working capital and other
general corporate purposes, including possible
acquisitions. See "Use of Proceeds."
Nasdaq National Market Symbol................ AXYS
</TABLE>
- --------
(1) Based on the number of outstanding shares of Common Stock as of August 11,
1997. Includes 314,809 shares of Common Stock offered hereby that are
issuable upon the exercise of outstanding warrants held by certain of the
Selling Shareholders. Such warrants will be exercised in connection with
this Offering. Excludes 400,000 shares of Common Stock reserved for
issuance under the Company's Long-Term Stock Incentive Plan (as proposed to
be amended), under which options to purchase 48,600 shares of Common Stock
were outstanding as of August 11, 1997. See "Management--Stock Incentive
Plan" and "Description of Capital Stock--Warrants."

4
<PAGE>

SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------------------ -----------------
1992 1993 1994 1995 1996(1) 1996(1) 1997(2)
------- ------- ------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Net sales............... $62,912 $58,649 $62,132 $65,213 $91,301 $ 40,545 $ 58,849
Gross profit............ 15,831 15,311 17,229 17,240 23,818 10,655 15,738
Income (loss) from con-
tinuing operations be-
fore extraordinary
item................... (1,042) (3,856) 27 884 2,855 1,202 2,366
Net income (loss)....... 102 (4,526) 3,681 884 2,682 1,029 2,366
Preferred stock divi-
dends.................. 158 375 355 574 847 405 102
Net income (loss)
applicable to common
shareholders........... (56) (4,901) 3,326 310 1,835 624 2,264
Net income (loss) per
share from continuing
operations before
extraordinary item..... $ (1.15) $ (4.1) $ (0.20) $ 0.12 $ 0.74 $ 0.34 $ 0.69
Net income (loss) per
share applicable to
common shareholders.... $ (0.05) $ (4.75) $ 1.95 $ 0.12 $ 0.68 $ 0.24 $ 0.69
Weighted average common
shares outstanding..... 1,036 1,037 1,702 2,511 2,691 2,615 3,277
</TABLE>

<TABLE>
<CAPTION>
JUNE 30, 1997
----------------------
ACTUAL AS ADJUSTED(3)
------- --------------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital........................................ $23,180 $
Total assets........................................... 74,695
Long-term debt and capital lease obligations (less cur-
rent portion)......................................... 26,056
Shareholders' equity................................... 23,594
</TABLE>
- --------
(1) In April 1996, the Company acquired the stock of PAI and, in October 1996,
purchased substantially all of the assets of LMBC. These acquisitions have
been accounted for under the purchase method of accounting and,
accordingly, the results of the continuing operations of PAI and LMBC have
been included in the Company's Consolidated Statement of Operations since
their respective dates of acquisition. See Note 3 to the Consolidated
Financial Statements.
(2) In May 1997, the Company acquired the stock of Teletrac. This acquisition
was accounted for under the purchase method of accounting and, accordingly,
the results of Teletrac's operations have been included in the Company's
Consolidated Statement of Operations since the date of acquisition. See
Note 3 to the Consolidated Financial Statements.
(3) Adjusted to reflect the sale of 750,000 shares of Common Stock offered by
the Company hereby at an assumed offering price of $ per share and the
anticipated application of the estimated net proceeds therefrom. Also
reflects the exercise by certain of the Selling Shareholders of outstanding
warrants to purchase 314,809 shares of Common Stock held by them and
receipt by the Company of the aggregate exercise price related thereto,
expected to be approximately $1.1 million. See "Use of Proceeds,"
"Capitalization" and Note 12 to the Consolidated Financial Statements.

Recent Developments

Third Quarter Charge for Discontinued Operations

In the third quarter of 1997, the Company plans to record a charge to
discontinued operations of $244,000, net of taxes, relating to increases in
reserves for certain environmental costs associated with a formerly-owned
property. See "Risk Factors--Environmental Regulation" and "Business--
Environmental Regulation."

Fourth Quarter Extraordinary Charge

Upon the consummation of this Offering, the Company will prepay certain
amounts outstanding under its Credit Facility (defined herein) and, as a
result, will incur an extraordinary, non-cash charge of approximately $182,000
expected to be recognized in the fourth quarter of 1997. See "Use of Proceeds"
and Note 12 to the Consolidated Financial Statements.

5
<PAGE>

RISK FACTORS

This Prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
including, without limitation, statements regarding the increasing performance
demands in the space, defense, high-end digital imaging, electronics capital
equipment and other markets served by the Company, the Company's ability to
integrate its existing technologies and realign its direct sales
organizations, the Company's ability to implement its strategy to develop and
sell value-added systems, the continuation of trends favoring outsourcing of
the design and manufacturing of subsystems and systems by customers, the
receipt and shipment of orders by the Company, the Company's objective to grow
through strategic acquisitions and anticipated expenditures for environmental
remediation. Discussion containing such forward-looking statements is found in
the material set forth under "Prospectus Summary," "Risk Factors," "Use of
Proceeds," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business," as well as within the Prospectus
generally. The factors discussed below could cause actual results and
developments to be materially different from those expressed in or implied in
such statements. The Company cautions the reader, however, that this list of
factors may not be exhaustive. The following risk factors should be considered
carefully in addition to the other information contained in this Prospectus
before purchasing the shares of Common Stock offered hereby.

MANAGEMENT OF EXPANDED OPERATIONS; ACQUISITIONS

In recent years, the Company has made several acquisitions of complementary
businesses which the Company is seeking to integrate. This integration
strategy includes the development and sale of value-added systems
incorporating the Company's various technological capabilities. The
development of such systems is in its early stages. There can be no assurance
that the Company will be successful in developing and selling such systems.

In addition, as part of the Company's business development strategy, the
Company plans to pursue further acquisitions in order to expand the Company's
product offerings, add to or enhance its base of technical or sales personnel,
or provide desirable customer relationships. Such growth could result in a
significant strain on the Company's managerial, financial, engineering and
other resources. The rate of the Company's future expansion, if any, in
combination with the complexity of the technologies involved in the Company's
business, may demand an unusually high level of managerial effectiveness in
anticipating, planning, coordinating and meeting the operational needs of the
Company as well as the needs of its customers. Additionally, there can be no
assurance that the Company will be able to acquire complementary businesses on
a cost-effective basis, or integrate acquired operations into its organization
effectively, retain and motivate key personnel, or retain customers of
acquired firms. The Company competes for attractive acquisition candidates
with other companies or investors, and such competition could have the effect
of increasing the cost to the Company of pursuing its acquisition strategy or
reducing the number of attractive candidates to be acquired. Although the
Company reviews and considers possible acquisitions on an on-going basis, no
specific acquisitions are being negotiated or planned as of the date of this
Prospectus. See "Business--Business Strategy."

TECHNOLOGICAL CHANGE AND NEW PRODUCT DEVELOPMENT

The Company's success will continue to depend in substantial part upon its
ability to introduce new products that keep pace with technological
developments and evolving industry standards and to apply appropriate levels
of engineering, research and development resources necessary to keep pace with
such developments. In addition, the Company's success will depend on how well
the Company responds to changes in customer requirements and achieves market
acceptance for its products and capabilities. Any failure by the Company to
anticipate or respond adequately to technological developments and customer
requirements could have a material adverse effect on the Company's business,
financial condition or results of operations. In order to develop new products
successfully, the Company is dependent upon close relationships with its
customers and their willingness to share proprietary information about their
requirements and participate in collaborative efforts with the Company. There
can be no assurance that the Company's customers will continue to provide it
with

6
<PAGE>

timely access to such information or that the Company will be successful in
developing and marketing new products and services or their enhancements. In
addition, there can be no assurance that the new products and services or
their enhancements, if any, developed by the Company will achieve market
acceptance. See "Business--Business Strategy" and "Business--Engineering,
Research and Development."

SUBSTANTIAL VARIABILITY OF QUARTERLY RESULTS OF OPERATIONS

Factors such as announcements of technological innovations or new products
by the Company or its competitors, and the cyclical nature of the industries
served by the Company could cause substantial variations in the Company's
operating results. The defense, space, high-end digital imaging, electronics
capital equipment and industrial automation markets, each of which represents
a significant market for the Company's products, have historically been
subject to substantial economic fluctuations due to changing demands for their
products and services, introduction of new products and product obsolescence.
There can be no assurance that such fluctuations will not reoccur and have an
adverse impact on the Company's business, financial condition or results of
operations. The Company has experienced and expects to continue to experience
significant fluctuations in its quarterly and annual operating results due to
a variety of factors, including market acceptance of new and enhanced versions
of the Company's products, timing and shipment of significant orders, mix of
products sold, length of sales cycles, plant openings and closings, the timing
of acquisitions or dispositions by the Company, delays in raw materials
shipments, completion of large projects, other manufacturing delays and
disruptions, the level of backlog of orders, and cyclicality in the markets
the Company serves. To some extent, the Company's net sales and operating
results for a quarter will depend upon the Company generating orders to be
shipped in the same quarter in which the order is received. The failure to
receive anticipated orders or delays in shipments near the end of a particular
quarter, due, for example, to unanticipated reschedulings or cancellations of
shipments by customers or unexpected manufacturing difficulties, may cause net
sales in a particular quarter to fall significantly below the Company's
expectations, which would have a material adverse effect on the Company's
business, financial condition or results of operations for such quarter. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Selected Quarterly Results of Operations" and "Business--Market
Overview."

INDUSTRY CONCENTRATION

A significant portion of the Company's business and business development
efforts are concentrated in the defense and, to a lesser extent, electronics
capital equipment industries. The Company's business depends, in significant
part, upon the U.S. Government's continued demand in the area of defense for
high-end, high-performance components and subsystems of the type manufactured
by the Company. Approximately 27.6% of net sales in 1996 and 29.5% of net
sales in the six months ended June 30, 1997 were derived directly from
contracts with the U.S. Government, or agencies or departments thereof, or
indirectly from subcontracts with U.S. Government contractors. The majority of
these Government contracts are subject to termination and renegotiation. As a
result, the Company's business, financial condition or results of operations
may be materially affected by changes in U.S. Government expenditures for
defense. Additionally, the Company currently intends to continue to develop
the portion of its business dependent upon manufacturers in the electronics
capital equipment industry which provides equipment used in the semiconductor,
mass data storage and flat panel display industries. Such business development
will depend, in part, upon capital expenditures by manufacturers of
electronics capital equipment, which in turn depend upon the current and
anticipated market demand for semiconductor, mass data storage and flat panel
display devices. The semiconductor, mass data storage and flat panel display
industries have been highly volatile and historically have experienced periods
of oversupply, resulting in significantly reduced demand for capital
equipment. There can be no assurance that this volatility will not have a
material adverse effect on the Company's business in the electronics capital
equipment industry. See "Business--Market Overview" and "Business--Customers."

COMPETITION

The markets for the Company's products are competitive. The Company competes
primarily on the basis of its ability to design and engineer its products to
meet performance specifications set by its customers, most of whom are OEMs
who purchase component parts or subsystems for inclusion in their end-
products. Product

7
<PAGE>

pricing and quality, customer support, experience, reputation and financial
stability are also important competitive factors. There is a limited number of
competitors in each of the markets for the various types of precision optical
and positioning components and subsystems and electrical/electronic
interconnect devices manufactured and sold by the Company. These competitors,
especially those in the precision optical and positioning product lines, are
typically focused on a smaller number of product offerings than the Company,
and are often well entrenched. Some of these competitors have substantially
greater resources than the Company. There can be no assurance that the
Company's competitors will not develop enhancements to or future generations
of competitive products that will offer superior price or performance
features, or that new processes or technologies will not emerge that render
the Company's products less competitive or obsolete. In addition, as a result
of the substantial investment required by a customer to integrate capital
equipment into a production line, or to integrate components and subsystems
into a product design, the Company believes that once a customer has selected
certain capital equipment or certain components or subsystems from a
particular vendor, the customer generally relies upon that vendor to provide
equipment for the specific production line or product application and may seek
to rely upon that vendor to meet other capital equipment or component or
subsystem requirements. Accordingly, the Company may be at a competitive
disadvantage with respect to a prospective customer if that customer utilizes
a competitor's manufacturing equipment or components and subsystems. There are
numerous competitors in markets to which the Company distributes precision
ball bearings. These competitors, who vary in size, include other ball bearing
distributors as well as ball bearing manufacturers. There can be no assurance
that the bases of competition in the industries in which the Company competes
will not shift or that the Company will continue to compete successfully. See
"Business--Competition."

DEPENDENCE ON KEY SUPPLIERS

A significant portion of the Company's precision machining business related
to the commercial space market depends on the adequate supply of specialty
metals, such as beryllium, at competitive prices and on reasonable terms. The
Company currently procures all of its beryllium from Brush Wellman, Inc.
("Brush Wellman"), the sole U.S. supplier, and the Company expects to continue
to rely on Brush Wellman for beryllium for the foreseeable future. Although
the Company has not experienced significant problems with this supplier in the
past, there can be no assurance that such relationship will continue or that
the Company will continue to obtain such supplies at cost levels that would
not adversely affect the Company's gross margins. The partial or complete loss
of Brush Wellman as a supplier of beryllium, or production shortfalls or
interruptions that otherwise impair the supply of beryllium to the Company
would have a material adverse effect on the Company's business, financial
condition or results of operations. It is uncertain whether alternative
sources of supply could be developed without a material disruption in the
Company's ability to provide beryllium products to its customers.

Although the Company has not experienced significant problems with its other
suppliers in the past, there can be no assurance that such relationships will
continue or that, in the event of a termination of its relationships with such
other suppliers, it would be able to obtain alternative sources of supply
without a material disruption in the Company's ability to provide products to
its customers. In addition, the Company purchases a substantial part of the
ball bearings it distributes from a single foreign supplier. Any material
disruption in the Company's supply of products would have a material adverse
effect on the Company's business, financial condition or results of
operations. See "Business--Raw Materials; Suppliers."

RISKS OF INTERNATIONAL SALES AND PURCHASES

The Company's international sales accounted for approximately 12.0%, 11.4%
and 10.8% of the Company's net sales for 1995, 1996 and the first six months
of 1997, respectively. Also, the Company purchases a substantial portion of
its ball bearings products from a single foreign supplier and certain other
products from other foreign suppliers. The Company's international sales and
purchases are subject to a number of risks generally associated with
international operations, including import and export duties and restrictions,
currency fluctuations, changes in regulatory requirements, tariffs and other
barriers, political and economic instability and potentially adverse tax
consequences. There can be no assurance that any of these factors will not
have a material adverse effect on the Company's business, financial condition
or results of operations.

8
<PAGE>

DEPENDENCE ON KEY PERSONNEL

The Company's success depends to a significant extent on the continued
services of its key executive officers, including its Chairman of the Board
and Chief Executive Officer, and other senior management personnel. The loss
of the services of one or more of these individuals may have a material
adverse effect on the Company's business, financial condition or results of
operations. The Company maintains, and is the beneficiary of, a life insurance
policy on the life of its Chairman of the Board and Chief Executive Officer.
The face amount of such policy is $5.0 million. The Company does not maintain
key man life insurance on its other executive officers. In addition, since the
continued success of the Company is largely dependent upon its ability to
design, manufacture and sell high-performance components and subsystems for
the high-performance technology market, the Company is particularly dependent
upon its ability to identify, attract, motivate and retain qualified technical
personnel, including engineers, with the requisite educational background and
industry experience, as well as skilled precision machining personnel. The
Company's employees may voluntarily terminate their employment with the
Company at any time, and competition for such personnel is intense.
Accordingly, there can be no assurance that the Company will be successful in
retaining its existing personnel. The loss of the services of a significant
number of the Company's technical or skilled personnel, or the future
inability to attract such personnel could have a material adverse effect on
the Company's business, financial condition or results of operations. See
"Management--Key Man Insurance."

INTELLECTUAL PROPERTY RIGHTS

The Company's ability to compete effectively with other companies will
depend, in part, on its ability to maintain the proprietary nature of its
technology. The Company relies upon a combination of patents, trademarks and
trade secrets, non-disclosure agreements and other forms of intellectual
property protection to safeguard certain of its proprietary technology. The
Company currently holds 14 patents in the United States expiring between
October 27, 1997 and April 18, 2012, and eight international patents expiring
between April 21, 1998 and December 24, 2019, and has patent applications
pending or under evaluation in the United States and various foreign
jurisdictions. There can be no assurance as to the degree of protection
offered by these patents or as to the likelihood that patents will be issued
for pending applications. There also can be no assurance that the Company will
be able to maintain the confidentiality of its trade secrets or that its non-
disclosure agreements will provide meaningful protection of the Company's
trade secrets, know-how or other proprietary information in the event of any
unauthorized use, misappropriation or disclosure of such trade secrets, know-
how or other proprietary information.

Competitors in the United States and foreign countries, many of which have
substantially greater resources and have made substantial investments in
competing technologies, may have applied for or obtained, or may in the future
apply for and obtain, patents that will prevent, limit or interfere with the
Company's ability to make and sell some of its products. Although the Company
believes that its products do not infringe on the patents or other proprietary
rights of third parties, there can be no assurance that other third parties
will not assert infringement claims against the Company or that such claims
will not be successful. See "Business--Patents and Trademarks."

ENVIRONMENTAL REGULATION

The Company is subject to a variety of federal, state and local laws, rules
and regulations relating to the use, storage, discharge and disposal of
hazardous chemicals used during its engineering, research and development and
manufacturing activities. Failure to comply with applicable environmental
requirements could result in substantial liability to the Company, suspension
or cessation of the Company's operations, restrictions on the Company's
ability to expand its operations or requirements for the acquisition of
additional equipment or other significant expense, any of which could have a
material adverse effect on the Company's business, financial condition or
results of operations. In addition, there can be no assurance (i) that changes
in federal, state or local laws, regulations or regulatory policy, or the
discovery of unknown problems or conditions will not in the

9
<PAGE>

future require substantial expenditures, or (ii) as to the extent of the
Company's liabilities, if any, for past failures, if any, to comply with
applicable environmental laws, regulations and permits, any of which also
could have a material adverse effect on the Company's business, financial
condition or results of operations.

In the third quarter of 1997, the Company plans to record a charge to
discontinued operations of $244,000, net of taxes, relating to increases in
reserves for certain environmental costs associated with a formerly-owned
property. The reserve established assumes that certain approvals will be
received from state regulatory authorities. However, there can be no assurance
that such approvals will be received. If such approvals are not received,
costs would increase substantially. In addition, even if such approvals are
received, the costs actually incurred may exceed the reserves established. See
"Business--Environmental Regulation."

The Company has made and continues to make substantial investments in
protective equipment, process controls, manufacturing procedures and training
in order to minimize the risks to employees, surrounding communities and the
environment due to the presence and handling of hazardous materials. The
failure to properly handle such materials could lead to harmful exposure to
employees or to the discharge of certain hazardous waste materials, and, since
the Company does not carry environmental impairment insurance, to a material
adverse effect on the Company's business, financial condition or results of
operations. There can be no assurance that environmental problems will not
develop in the future which would have a material adverse effect on the
Company's business, financial condition or results of operations. See
"Business--Environmental Regulation."

CONTINUED INVESTMENT REQUIRED TO MAINTAIN MANUFACTURING CAPABILITIES

The Company has invested, and intends to continue to invest, in state-of-
the-art equipment in order to increase, expand, update or relocate its
manufacturing capabilities and facilities. Changes in technology or sales
growth beyond currently established manufacturing capabilities will require
further investment. There can be no assurance that the Company will generate
sufficient funds from operations to finance any required investment or that
other sources of funding will be available on terms acceptable to the Company,
if at all. Furthermore, there can be no assurance that any further expansion
will not negatively impact the Company's business, financial condition or
results of operations. See "Business--Facilities and Manufacturing."

CONTROL OF COMPANY BY EXISTING SHAREHOLDER

Upon completion of this Offering, the Chairman of the Board and Chief
Executive Officer of the Company will own approximately 29.8% of the
outstanding Common Stock. As a result, he will have the ability to exert
significant influence with respect to the election of all of the members of
the Company's Board of Directors and other corporate actions. See "Principal
and Selling Shareholders."

POSSIBLE VOLATILITY OF SHARE PRICE

Historically, the number of shares of Common Stock available for sale in the
public market has been limited, and the price of the Common Stock has been
subject to significant fluctuations. That price volatility may be
attributable, at least in part, to the limited number of shares generally
available for sale in the public market. In addition, factors such as actual
or anticipated quarterly fluctuations in financial results, changes in
recommendations or earnings estimates by securities analysts, announcements of
technological innovations or new commercial products or services and the
timing of announcements of acquisitions or dispositions by the Company or its
competitors, as well as conditions in the Company's markets generally, may
have a significant adverse effect on the market price of the Common Stock.
Furthermore, the stock market historically has experienced volatility which
has particularly affected the market prices of securities of many technology
companies and which sometimes has been unrelated to the operating performances
of such companies. See "Price Range of Common Stock."

POTENTIAL ADVERSE IMPACT OF SHARES AVAILABLE FOR FUTURE SALE ON MARKET PRICE
FOR COMMON STOCK

The future sale of a substantial number of shares of Common Stock by
existing shareholders and by holders of outstanding options to purchase shares
of Common Stock after exercise thereof could have an adverse effect on the
market price of the Common Stock. In addition, approximately 1,268,696 shares
of Common Stock will become eligible for sale in the public market 120 days
after this Offering upon expiration of agreements with the Underwriters not to
sell such shares, subject to compliance with Rule 144 under the Securities Act
or the

10
<PAGE>

registration requirements of the Securities Act. See "Principal and Selling
Shareholders," "Description of Capital Stock--Registration Rights" and "Shares
Eligible for Future Sale."

EFFECT OF CERTAIN ANTI-TAKEOVER PROVISIONS

The Company's Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), the Company's By-Laws (the "By-Laws") and the Delaware
General Corporation Law (the "DGCL") contain certain provisions which could
delay or impede the removal of incumbent directors and could make more
difficult a merger, tender offer or proxy contest involving the Company, even
if such a transaction would be beneficial to the interests of the
shareholders, or could discourage a third party from attempting to acquire
control of the Company. The Company has authorized 4,000,000 shares of its
preferred stock (the "Preferred Stock"), none of which are currently
outstanding, and which the Company could issue without further shareholder
approval and upon such terms and conditions, and having such rights,
privileges and preferences, as the Board of Directors may determine. The
Company has no current plans to issue any Preferred Stock. The By-Laws include
provisions establishing advance notice procedures with respect to shareholder
proposals and director nominations, and permitting the calling of special
shareholder meetings only by the written consent of three-quarters of the
Board of Directors or the Chairman of the Board. The Certificate of
Incorporation provides that in lieu of a meeting, action may be taken by
written consent of the Company's shareholders only by unanimous consent. These
provisions could have the effect of delaying, deterring or preventing a change
in control of the Company, and may adversely affect the voting and other
rights of holders of Common Stock. In addition, the Company is subject to
Section 203 of the DGCL which, subject to certain exceptions, restricts
certain transactions and business combinations between a corporation and a
shareholder owning 15% or more of the corporation's outstanding voting stock
(an "interested shareholder") for a period of three years from the date the
shareholder becomes an interested shareholder. These provisions may have the
effect of delaying or preventing a change of control of the Company without
action by the shareholders and, therefore, could adversely affect the price of
the Company's Common Stock. In the event of a change of control of the
Company, the vesting of outstanding options issued under the Stock Incentive
Plan (defined herein) may be accelerated at the discretion of the Committee or
may be required to be accelerated under certain circumstances provided for in
each incentive agreement. See "Management--Stock Incentive Plan" and
"Description of Capital Stock."

ABSENCE OF DIVIDENDS ON COMMON STOCK

The Company does not anticipate paying dividends on its Common Stock in the
foreseeable future. The Company's Credit Facility (defined herein) prohibits
it from paying cash dividends on its Common Stock. See "Dividend Policy."

IMMEDIATE AND SUBSTANTIAL DILUTION

Purchasers of the shares of Common Stock offered hereby will experience
immediate and substantial dilution in the net tangible book value of their
investment from the offering price. See "Capitalization," "Dilution" and
"Shares Eligible for Future Sale."

11
<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 750,000 shares of
Common Stock offered hereby by the Company are estimated to be approximately
$ million (approximately $ million if the Underwriters' over-allotment
option is exercised in full), based on an assumed offering price of $ per
share and after deducting the underwriting discount and the estimated offering
expenses. While the Company will not receive any proceeds from the sale of
shares of Common Stock by the Selling Shareholders, it will receive
approximately $1.1 million representing the aggregate exercise price of the
warrants being exercised by some of the Selling Shareholders. See "Principal
and Selling Shareholders" and "Description of Capital Stock--Warrants."

The Company intends to use the net proceeds that it receives from this
Offering to repay $ million of $25.6 million outstanding indebtedness as of
September 16, 1997, under the Company's existing $37.0 million senior secured
credit facility with Banque Paribas, as agent on behalf of various banks (the
"Credit Facility"). The indebtedness to be repaid consists of a term loan and
revolving line of credit maturing on April 25, 2000 and a term loan maturing
on April 25, 2002. Borrowings under the Credit Facility bear interest at a
fluctuating rate per annum equal to the prime rate received by The Chase
Manhattan Bank, plus a margin ranging from 1.75% to 2.25%, or the London
Interbank Offered Rate, plus a margin ranging from 3.25% to 3.75%. At June 30,
1997, the interest rate being paid under the facility was 9.24% per annum.
Amounts outstanding under the Credit Facility were utilized by the Company for
working capital purposes and acquisitions of complementary businesses.

The balance of any net proceeds remaining will be used for working capital
and other general corporate purposes, including possible acquisitions of
complementary businesses. Although the Company reviews and considers possible
acquisitions on an on-going basis, no specific acquisitions are being
negotiated or planned as of the date of this Prospectus. Pending any such use,
as described above, the net proceeds to the Company from this Offering will be
invested in short-term, investment-grade, interest-bearing instruments.

12
<PAGE>

PRICE RANGE OF COMMON STOCK

The Company's Common Stock has been trading on the Nasdaq National Market
under the symbol AXYS since December 11, 1996. Prior to that time, it was
traded on the Nasdaq SmallCap Market. The following table sets forth the high
and low prices per share of Common Stock as reported by the Nasdaq SmallCap
Market from January 1, 1995 to December 10, 1996, and as reported on the
Nasdaq National Market from December 11, 1996:

<TABLE>
<CAPTION>
HIGH LOW
------- -----
<S> <C> <C>
1995
Quarter ended March 31, 1995................................ $ 5 5/8 $ 2 1/2
Quarter ended June 30, 1995................................. 6 1/4 3 3/4
Quarter ended September 30, 1995............................ 9 3/8 5 5/16
Quarter ended December 31, 1995............................. 6 7/8 5
1996
Quarter ended March 31, 1996................................ $ 5 5/8 $ 4 3/8
Quarter ended June 30, 1996................................. 11 7/8 4 3/8
Quarter ended September 30, 1996............................ 11 1/4 6 1/4
Quarter ended December 31, 1996............................. 11 1/2 9
1997
Quarter ended March 31, 1997................................ $17 1/2 $10
Quarter ended June 30, 1997................................. 25 1/4 12
Quarter ended September 30, 1997 (through September 16,
1997)...................................................... 36 3/4 22 1/4
</TABLE>

The prices shown above represent quotations among securities dealers, do not
include retail markups, markdowns or commissions and may not represent actual
transactions.

On September 16, 1997, the last sale price of the Common Stock as reported
by the Nasdaq National Market was $35 1/2 per share. The number of
shareholders of record on August 11, 1997 was .

DIVIDEND POLICY

The Company has applied and currently intends to continue to apply its
retained and current earnings toward the development of its business and to
finance the growth of the Company. The Company did not pay dividends on its
Common Stock during the three years ended December 31, 1996 or during the six
months ended June 30, 1997 and does not anticipate paying cash dividends in
the foreseeable future. The Company also currently is restricted by the terms
of the Credit Facility from paying cash dividends on its Common Stock. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

13
<PAGE>

CAPITALIZATION

The following table sets forth as of June 30, 1997 the actual capitalization
of the Company and the capitalization of the Company as adjusted to reflect
(i) a proposed amendment to the Company's Certificate of Incorporation to
increase the authorized number of shares of Common Stock to 30,000,000, (ii)
the exercise in connection with this Offering by certain Selling Shareholders
of outstanding warrants to purchase 314,809 shares of Common Stock held by
them and the receipt by the Company of the aggregate exercise price relating
thereto, expected to be approximately $1.1 million, and (iii) the sale of
750,000 shares of Common Stock offered by the Company hereby at an assumed
offering price of $ per share, and the anticipated application of the
estimated net proceeds therefrom:

<TABLE>
<CAPTION>
JUNE 30, 1997
--------------------
ACTUAL AS ADJUSTED
------- -----------
(IN THOUSANDS)
<S> <C> <C>
Long-term debt:
Bank debt................................................. $24,758 $
Industrial revenue bond................................... 1,620
Capital lease obligations................................. 2,735
-------
Long-term debt (including current portion)............... 29,113
Less current portion.................................... (3,057)
-------
Total long-term debt (less current portion)(1)......... 26,056
-------
Shareholders' equity:
Preferred Stock--$0.01 par value; authorized 4,000,000
shares, none outstanding................................. --
Common Stock--$0.01 par value; authorized 4,000,000
shares, 3,048,381 shares issued and outstanding, actual;
authorized 30,000,000 shares, 4,113,190 shares issued and
outstanding, as adjusted(2).............................. 30
Capital in excess of par.................................. 19,465
Retained earnings......................................... 4,099
------- ----
Total shareholders' equity............................... 23,594
------- ----
Total capitalization.................................... $49,650 $
======= ====
</TABLE>
- --------
(1) Bank debt at June 30, 1997 is recorded net of an unamortized original
issue discount of approximately $182,000. Upon repayment of the bank debt,
all or a portion of this discount will be charged against the Company's
earnings as a non-cash, extraordinary charge. See Note 12 to the
Consolidated Financial Statements.
(2) Excludes 100,000 shares of Common Stock issuable to Teletrac's minority
shareholders and excludes 400,000 shares of Common Stock reserved for
issuance under the Company's Long-Term Stock Incentive Plan (as proposed
to be amended), under which options to purchase 48,600 shares of Common
Stock were outstanding as of August 11, 1997. See "Management--Stock
Incentive Plan" and "Description of Capital Stock--Warrants."

14
<PAGE>

DILUTION

The net tangible book value of the Company as of June 30, 1997 was
approximately $9.5 million or $3.10 per share of Common Stock. Net tangible
book value per share is determined by dividing the net tangible book value of
the Company (tangible assets less total liabilities) by the number of shares
of Common Stock outstanding. Dilution per share represents the difference
between the amount per share paid by purchasers of shares of Common Stock in
the Offering made hereby and the net tangible book value per share of Common
Stock immediately after completion of the Offering. Without taking into
account any changes in such net tangible book value after June 30, 1997, other
than to give effect to the (i) sale of 750,000 shares of Common Stock by the
Company in this Offering (after deducting the underwriting discounts and
commissions and estimated offering expenses), (ii) exercise by certain Selling
Shareholders of outstanding warrants to purchase 314,809 shares of Common
Stock held by them and receipt by the Company of the aggregate exercise price
relating thereto expected to be approximately $1.1 million, and (iii) effect
of the extraordinary pre-tax charge of approximately $182,000 that would
result from the early repayment of amounts outstanding under the Credit
Facility with the net proceeds from this Offering as if this Offering had been
consummated on June 30, 1997, the pro forma net tangible book value of the
Company as of June 30, 1997 would have been $ or $ per share of Common
Stock. This represents an immediate increase in net tangible book value of
$ per share to existing shareholders and an immediate dilution in net
tangible book value of $ per share to new investors.

The following table illustrates this dilution on a per share basis:

<TABLE>
<S> <C> <C>
Assumed public offering price per share............................ $
Pro forma tangible book value per share before this Offering..... $
Increase per share attributable to new investors.................
----
Pro forma net tangible book value per share after this Offering....
----
Dilution per share to new investors................................ $
====
</TABLE>

15
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data for each of the five fiscal years
in the period ended December 31, 1996 presented below is derived from the
audited Consolidated Financial Statements of the Company as adjusted to
reflect the discontinuance of the Electronic Components Group ("ECG"). The
data for the six months ended June 30, 1996 and 1997 are derived from the
unaudited Consolidated Financial Statements of the Company. In the Company's
opinion, such unaudited Consolidated Financial Statements include all
adjustments necessary for a fair presentation of the financial position and
results of operations as of and for such periods. The data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," the Consolidated Financial Statements and the
Notes related thereto and the other financial data included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------------------ ------------------
1992 1993 1994 1995 1996(1) 1996(1) 1997(2)
------- ------- ------- ------- ------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Net sales:
PSG.................... $32,024 $26,648 $26,052 $24,750 $48,579 $ 18,100 $ 36,418
ICG.................... 30,888 32,001 36,080 40,463 42,722 22,445 22,431
------- ------- ------- ------- ------- -------- --------
62,912 58,649 62,132 65,213 91,301 40,545 58,849
------- ------- ------- ------- ------- -------- --------
Cost of sales:
PSG.................... 25,785 21,572 20,287 19,724 37,919 14,380 27,621
ICG.................... 21,296 21,766 24,616 28,249 29,564 15,510 15,490
------- ------- ------- ------- ------- -------- --------
47,081 43,338 44,903 47,973 67,483 29,890 43,111
------- ------- ------- ------- ------- -------- --------
Gross profit:
PSG.................... 6,239 5,076 5,765 5,026 10,660 3,720 8,797
ICG.................... 9,592 10,235 11,464 12,214 13,158 6,935 6,941
------- ------- ------- ------- ------- -------- --------
15,831 15,311 17,229 17,240 23,818 10,655 15,738
------- ------- ------- ------- ------- -------- --------
Operating expenses:
Selling, general and
administrative ex-
penses................ 14,027 12,950 13,343 13,336 16,501 7,502 10,284
Restructuring/inventory
writedown charges(3).. -- 3,500 1,315 -- -- -- --
Amortization of intan-
gible assets.......... 209 209 209 209 210 102 125
------- ------- ------- ------- ------- -------- --------
Operating income
(loss)................. 1,595 (1,348) 2,362 3,695 7,107 3,051 5,329
Interest expense....... 2,597 2,437 2,264 1,994 2,343 1,042 1,343
Other expense (in-
come)................. 13 71 54 252 18 (13) 26
------- ------- ------- ------- ------- -------- --------
Income (loss) from
continuing operations
before taxes and
extraordinary item..... (1,015) (3,856) 44 1,449 4,746 2,022 3,960
Provision for taxes.... 27 -- 17 565 1,891 820 1,594
------- ------- ------- ------- ------- -------- --------
Income (loss) from
continuing operations
before
extraordinary item..... (1,042) (3,856) 27 884 2,855 1,202 2,366
Discontinued
operations:(4)
Income (loss) from op-
erations.............. 1,144 (670) (143) -- -- -- --
Loss on disposal....... -- -- (2,059) -- -- -- --
------- ------- ------- ------- ------- -------- --------
Income (loss) before
extraordinary item..... 102 (4,526) (2,175) 884 2,855 1,202 2,366
Extraordinary gain
(charge), net of
tax(5)................ -- -- 5,856 -- (173) (173) --
------- ------- ------- ------- ------- -------- --------
Net income (loss)....... 102 (4,526) 3,681 884 2,682 1,029 2,366
Preferred stock divi-
dends(6).............. 158 375 355 574 847 405 102
------- ------- ------- ------- ------- -------- --------
Net income (loss)
applicable to common
shareholders........... $ (56) $(4,901) $ 3,326 $ 310 $ 1,835 $ 624 $ 2,264
======= ======= ======= ======= ======= ======== ========
Net income (loss) per
common share:
Continuing operations.. $ (1.15) $ (4.08) $ (0.20) $ 0.12 $ 0.74 $ 0.31 $ 0.69
Discontinued opera-
tions................. 1.10 (0.65) (1.29) -- -- -- --
Extraordinary item..... -- -- 3.44 -- (0.06) (0.07) --
------- ------- ------- ------- ------- -------- --------
Total.................. $ (0.05) $ (4.73) $ 1.95 $ 0.12 $ 0.68 $ 0.24 $ 0.69
======= ======= ======= ======= ======= ======== ========
Weighted average common
shares outstanding..... 1,036 1,037 1,702 2,511 2,691 2,615 3,277
Operating income:(7)
PSG.................... $ 644 $ 24 $ 913 $ 656 $ 3,941 $ 1,297 $ 3,936
ICG.................... 4,443 5,122 5,930 6,440 7,010 3,799 3,470
</TABLE>

16
<PAGE>

<TABLE>
<CAPTION>
DECEMBER 31, JUNE
--------------------------------------- 30,
1992 1993 1994 1995 1996 1997
------- ------- ------- ------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash.......................... $ 116 $ 103 $ 27 $ 91 $ 2,691 $ 415
Working capital............... 18,715 15,473 11,538 14,334 24,794 23,180
Total assets.................. 52,247 47,261 42,197 40,485 62,171 74,695
Long-term debt and capital
lease obligations (less
current portion)............. 25,920 25,270 11,921 11,047 23,324 26,056
Shareholders' equity.......... 9,603 5,076 13,269 14,745 19,165 23,594
</TABLE>
- --------
(1) In April 1996, the Company acquired the stock of PAI and, in October 1996,
purchased substantially all of the assets of LMBC. These acquisitions have
been accounted for under the purchase method of accounting and,
accordingly, the results of the continuing operations of PAI and LMBC have
been included in the Company's Consolidated Statement of Operations since
their respective dates of acquisition. See Note 3 to the Consolidated
Financial Statements.
(2) In May 1997, the Company acquired the stock of Teletrac. This acquisition
was accounted for under the purchase method of accounting and,
accordingly, the results of Teletrac's operations have been included in
the Company's Consolidated Statement of Operations since the date of
acquisition. See Note 3 to the Consolidated Financial Statements.
(3) During 1993, in response to declining demand by agencies of the U.S.
Department of Defense for products related to the defense industry, the
Company decided to restructure PSG. In connection with the restructuring,
the Company recorded a $3,500 charge of which $2,300 was for the write-
down of slow moving and excess inventory and $1,200 was for severance,
early retirement, other employee-related benefits and other related
charges. During 1994, the Company recorded an additional $1,315 charge
related to this restructuring, $1,015 of which was to provide additional
inventory reserves to reflect slower turnover of inventory than was
anticipated in the 1993 charge, and $300 to adjust the carrying amount of
other assets held for disposal in connection with the restructuring to
reflect current market values. See Note 10 to the Consolidated Financial
Statements.
(4) Effective September 30, 1994, the Company adopted a plan to dispose of all
of ECG. The disposal was accounted for as a discontinued operation and,
accordingly, ECG's net assets and operating results were reported
separately from continuing operations. In addition, the Company's prior
years Statements of Operations have been restated to reflect continuing
operations. See Note 2 to the Consolidated Financial Statements.
(5) In 1994 and 1996, the Company recorded a gain and a loss on the early
extinguishment of debt, respectively. See Note 5 to the Consolidated
Financial Statements.
(6) In February 1997, the Company commenced an offer to exchange 0.75 shares
of its Common Stock for each outstanding share of its Preferred Stock.
Approximately 538,000 shares of Preferred Stock were exchanged for 403,500
shares of Common Stock. In June 1997, the Company redeemed all the
remaining approximately 200,900 outstanding shares of Preferred Stock. See
Note 4 to the Consolidated Financial Statements.
(7) Operating income prior to allocation of corporate overhead, amortization
of intangible assets and restructuring/inventory write down charges. See
footnote 3 above.

17
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The Company designs, manufactures and sells custom precision optical and
positioning components, subsystems and systems for high-performance markets,
such as defense, space, high-end digital imaging and electronics capital
equipment through PSG. The Company also designs, manufactures and markets
interconnect devices and distributes precision ball bearings for use in a
variety of industrial, commercial and consumer applications through ICG.

Historically, the Company has generated a significant portion of its net
sales as a supplier of components for defense applications. During the early
1990's, as U.S. Government defense-related spending declined, the Company's
sales of components for military applications also declined. In 1993, net
sales from contracts directly with the U.S. Government and subcontractors to
the U.S. Government declined by approximately 35.0% compared to 1992. In
response to this declining demand, the Company commenced a restructuring of
PSG and ECG in 1993. As part of the restructuring, the Company reduced fixed
costs of production by, among other things, closing its manufacturing facility
in Deer Park, New York and consolidating certain product lines into other
facilities. In 1994, the Company disposed of ECG which, as a result of
declining demand from the defense market, was incurring operating losses. The
sale of the assets of this business generated approximately $2.1 million which
was used to reduce outstanding borrowing and enabled the Company to focus on
its more technologically advanced product lines within PSG. Also, in 1994, the
Company obtained a $15.0 million, four-year, senior secured credit facility,
and completed a rights offering of Common Stock which provided $2.3 million of
proceeds, net of expenses. The proceeds of the new credit facility, along with
the net proceeds from the rights offering, were used to repurchase the
Company's then existing bank indebtedness at a discount, resulting in a pretax
gain to the Company of approximately $9.6 million.

Beginning in 1995, the Company's planning process identified an increased
demand for high-performance components, subsystems and systems in commercial
and industrial markets. The Company believes that such increased demand
resulted from (i) the demand on manufacturers to produce smaller, higher-
performance products with precise tolerances, (ii) pressures imposed on
manufacturers to enhance productivity and quality, which in turn required
integration of process control technology directly into the manufacturing
process, and (iii) the lowering of costs associated with electronic controls.
In response to this perceived increased demand, the Company commenced a
program to identify opportunities for the expansion of its businesses in the
commercial and industrial markets. In April 1996, the Company acquired PAI,
whose subsidiaries include Speedring and Speedring Systems, for approximately
$16.7 million, including the repayment of $12.0 million of borrowings under
PAI's term loans. The Company sold L&S Machine Company, Inc. ("L&S"), a non-
strategic subsidiary of PAI, in November 1996 for approximately $13.0 million
which provided additional financing capacity to facilitate the Company's
strategy of expansion through acquisitions. In October 1996, the Company
acquired substantially all of the assets of LMBC for approximately $2.9
million, and in May 1997, acquired Teletrac for $9.9 million, including the
issuance of 153,000 shares of Common Stock, of which 53,000 shares were issued
upon consummation of the transaction and 100,000 shares are issuable in the
future. As a result of these acquisitions, the 1996 and 1997 results of
operations and financial statements of the Company are not comparable with one
another or with prior periods.

In February 1997, the Company commenced an offer to exchange 0.75 shares of
Common Stock for each outstanding share of Preferred Stock. Approximately
538,000 shares of Preferred Stock were exchanged for 403,500 shares of Common
Stock. In June 1997, the Company redeemed all the remaining approximately
200,900 outstanding shares of Preferred Stock.

The Company's business strategies include, among others, the expansion of
its direct sales force, increased investments in engineering, manufacturing
infrastructure and customer driven product development, as well as expansion
through acquisitions. It is the nature of the Company's business that the
benefit of such investments in terms of increased net sales and operating
income may not be realized until periods subsequent to when they

18
<PAGE>

are recorded as expenses in the Company's operating results. The Company's
strategy of integrating its existing businesses and their respective
technologies, principally through the Teletrac acquisition, is intended to
increase the sales of electro-optical and electro-mechanical systems.
Implementation of this strategy, however, is in its early stages. Teletrac,
the Company's primary source of systems integration capabilities, was acquired
on May 30, 1997. As a result, during the six months ended June 30, 1997, only
one percent of the Company's net sales were generated from sales of systems.
Prior to 1997, the Company did not generate any sales from systems. There can
be no assurance that these efforts will be successful and lead to increases in
the Company's sales or operating income or that the Company will recover its
additional costs in implementing these strategies. See "Business--Business
Strategy."

RESULTS OF OPERATIONS

The following table sets forth certain financial data as a percentage of net
sales for each of the past three years in the period ended December 31, 1996
and for the six months ended June 30, 1996 and 1997.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------- ------------------
1994 1995 1996 1996 1997
------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
Net sales:
PSG........................... 41.9% 38.0% 53.2% 44.6% 61.9%
ICG........................... 58.1 62.0 46.8 55.4 38.1
------- ------- ------- -------- --------
100.0 100.0 100.0 100.0 100.0
Cost of sales.................. 72.3 73.6 73.9 73.7 73.3
------- ------- ------- -------- --------
Gross profit................... 27.7 26.4 26.1 26.3 26.7
------- ------- ------- -------- --------
Operating expenses:
Selling, general and adminis-
trative expenses............. 21.5 20.4 18.1 18.5 17.4
Restructuring/inventory
writedown charges............ 2.1 -- -- -- --
Amortization of intangible as-
sets......................... 0.3 0.3 0.2 0.3 0.2
------- ------- ------- -------- --------
23.9 20.7 18.3 18.8 17.6
------- ------- ------- -------- --------
Operating income............... 3.8 5.7 7.8 7.5 9.1
Interest expense.............. 3.6 3.1 2.6 2.5 2.3
Other expense (income)........ 0.1 0.4 -- -- 0.1
------- ------- ------- -------- --------
Income from continuing
operations before taxes and
extraordinary item............ 0.1 2.2 5.2 5.0 6.7
Provision for taxes........... -- 0.8 2.1 2.0 2.7
------- ------- ------- -------- --------
Income from continuing
operations before
extraordinary item............ 0.1 1.4 3.1 3.0 4.0
Discontinued operations:
Loss from operations.......... (0.3) -- -- -- --
Loss on disposal.............. (3.3) -- -- -- --
------- ------- ------- -------- --------
Income (loss) before extraordi-
nary item..................... (3.5) 1.4 3.1 3.0 4.0
Extraordinary gain (charge),
net of tax................... 9.4 -- (0.2) (0.5) --
------- ------- ------- -------- --------
Net income..................... 5.9% 1.4% 2.9% 2.5% 4.0%
======= ======= ======= ======== ========
Gross profit (as a percentage
of related net sales):
PSG........................... 22.1% 20.3% 21.9% 20.5% 24.2%
ICG........................... 31.8 30.2 30.8 30.9 30.9
</TABLE>

19
<PAGE>

Comparison of the Six Months Ended June 30, 1997 and June 30, 1996

Net sales. Net sales increased by 45.2%, or $18.3 million, from $40.5
million in the first six months of 1996 to $58.8 million in the first six
months of 1997. PSG's sales increased by 101.1%, or $18.3 million, from $18.1
million in the first six months of 1996 to $36.4 million in the first six
months of 1997. This increase was primarily due to the acquisitions of
Teletrac, PAI and LMBC and increased business in the space market. ICG's sales
of $22.4 million were the same in both the first six months of 1996 and 1997.
During the six months ended June 30, 1997, modest increased sales by ICG of
interconnect devices, generated primarily from new product introductions, were
offset by lower sales of precision ball bearings.

Gross profit. The Company's cost of sales includes materials, labor and
overhead. Overhead includes engineering and research and development expenses.
The Company's gross profit increased by 48.1%, or $5.1 million, from $10.6
million in the first six months of 1996 to $15.7 million in the first six
months of 1997. Gross profit margin increased from 26.3% of net sales in the
first six months of 1996 to 26.7% in the first six months of 1997. Gross
profit margin attributable to PSG increased from 20.5% of net sales in the
first six months of 1996 to 24.2% in the first six months of 1997. The
increase in PSG's gross profit margin was primarily due to operating
efficiencies related to higher sales volume, partially offset by an
unfavorable sales mix and increased engineering and other fixed overhead
spending. Gross profit margin attributable to ICG of 30.9% was the same in
both the first six months of 1996 and 1997.

Selling, general and administrative expenses. The Company's selling, general
and administrative ("SG&A") expenses consist primarily of personnel costs,
including salaries and bonuses earned by Company employees, as well as
occupancy costs for its sales, finance, administrative and executive
personnel. In addition, it includes sales commissions earned by manufacturing
representatives. SG&A expenses increased by 37.3%, or $2.8 million, from $7.5
million in the first six months of 1996 to $10.3 million in the first six
months of 1997, but decreased from 18.5% to 17.4% of net sales, respectively.
The increase in SG&A expenses in absolute dollars was primarily due to the
acquisitions of Teletrac, PAI and LMBC, as well as increased employment and
other selling expenses. The decrease in SG&A expenses as a percentage of net
sales was attributable, in part, to the spreading of corporate overhead over a
larger sales base.

Interest expense. Interest expense increased by 28.9%, or $301,000, from
$1.0 million in the first six months of 1996 to $1.3 million in the first six
months of 1997. The increase in interest expense was primarily the result of
higher average borrowings due to the acquisitions of Teletrac, PAI and LMBC.

Preferred stock dividends. Preferred Stock dividends decreased by 74.8%, or
$303,000, from $405,000 in the first six months of 1996 to $102,000 in the
first six months of 1997. The decrease in Preferred Stock dividends was due to
the Company's exchange of Preferred Stock for Common Stock and subsequent
redemption of remaining Preferred Stock. See Note 4 to the Consolidated
Financial Statements. As a result of such redemption, there is no Preferred
Stock outstanding and there are no accrued and unpaid dividends.

Comparison of Years Ended December 31, 1996 and December 31, 1995

Net sales. Net sales increased by 40.0%, or $26.1 million, from $65.2
million in 1995 to $91.3 million in 1996. PSG's sales increased by 96.0%, or
$23.8 million, from $24.8 million in 1995 to $48.6 million in 1996. The
acquisition of PAI accounted for $23.1 million of the increase in PSG's sales.
ICG's sales increased by 5.7%, or $2.3 million, from $40.4 million in 1995 to
$42.7 million in 1996. In 1996, sales of precision ball bearings increased by
9.0% due to increased sales to both OEMs and distributors for use in a variety
of industries.

Gross profit. The Company's gross profit increased by 38.4%, or $6.6
million, from $17.2 million in 1995 to $23.8 million in 1996. Gross profit
margin decreased from 26.4% of net sales in 1995 to 26.1% in 1996. This
decrease was primarily due to the increase in sales by PSG. Historically,
sales by PSG have resulted in lower margins than sales by ICG. PSG's sales
increased primarily as a result of the Company's 1996 acquisition of PAI.
Gross profit margin attributable to PSG increased from 20.3% in 1995 to 21.9%
in 1996. The increase in PSG's gross profit margin was primarily due to the
increase in sales resulting from the acquisition of PAI. The gross profit
margin on the PAI sales, while lower than the consolidated gross profit
margin, was higher

20
<PAGE>

than the gross profit margin on PSG sales prior to the PAI acquisition. Gross
profit margin attributable to ICG increased from 30.2% in 1995 to 30.8% in
1996. The increase in ICG's gross profit margin was primarily due to favorable
overhead spending and material purchase price variances partially offset by an
unfavorable sales mix of lower margin products.

Selling, general and administrative expenses. SG&A expenses increased by
24.1%, or $3.2 million, from $13.3 million in 1995 to $16.5 million in 1996,
but decreased from 20.4% to 18.1% of net sales, respectively. The increase in
SG&A expenses in absolute dollars was primarily due to the acquisitions of PAI
and LMBC. The decrease in SG&A expenses as a percentage of net sales was
attributable, in part, to the spreading of corporate overhead over a larger
sales base.

Interest expense. Interest expense increased by 17.5%, or $349,000, from
$2.0 million in 1995 to $2.3 million in 1996. The increase in interest expense
was primarily due to higher average borrowings resulting from the acquisitions
of PAI and LMBC, substantially offset by the reduction of interest expense
attributable to net assets held for disposal, see Note 3 to the Consolidated
Financial Statements, and the offset of lower interest rates resulting from a
lower prime rate and more favorable terms under the Credit Facility. See Note
5 of the Consolidated Financial Statements.

Preferred stock dividends. Preferred Stock dividends increased by 47.6%, or
$273,000, from $574,000 in 1995 to $847,000 in 1996. The increase in Preferred
Stock dividends was primarily due to the expiration, on February 22, 1996, of
the period during which the Company paid dividends in additional shares of
Preferred Stock at an annual rate of 15% of the average bid and ask price of
the Preferred Stock. Subsequent to that date, the Company accrued dividends at
$1.20 per share. See Note 3 to the Consolidated Financial Statements. The per
share amounts of dividends, including the accumulated but unpaid cash portion,
were $0.79 and $1.11 per share of Preferred Stock in 1995 and 1996,
respectively.

Comparison of Years Ended December 31, 1995 and December 31, 1994

Net sales. Net sales increased by 5.0%, or $3.1 million, from $62.1 million
in 1994 to $65.2 million in 1995. PSG's sales decreased by 5.0%, or $1.3
million, from $26.1 million in 1994 to $24.8 million in 1995. The decrease in
PSG's sales was primarily a result of lower shipments of synchros due to
reduced U.S. Government spending on spare parts. ICG's sales increased by
12.2%, or $4.4 million, from $36.1 million in 1994 to $40.5 million in 1995.
The increase in ICG's sales was primarily due to new and increased activity
with OEMs and the growing acceptance of new and/or enhanced interconnect
products.

Gross profit. The Company's gross profit in 1995 of $17.2 million, remained
substantially the same as in 1994. Gross profit margins decreased from 27.7%
of net sales in 1994 to 26.4% in 1995. Gross profit margins attributable to
PSG decreased from 22.1% of net sales in 1994 to 20.3% in 1995. The decrease
in PSG gross profit margin was due to operating inefficiencies related to the
lower sales volume and an unfavorable sales mix of lower margin products,
partially offset by cost reductions resulting from restructuring actions
completed during 1994. Gross profit margins attributable to ICG decreased from
31.8% of net sales in 1994 to 30.2% in 1995. The decrease in ICG's gross
profit margins was primarily due to an unfavorable sales mix of lower margin
products and higher material costs.

Selling, general and administrative expenses. SG&A expenses in 1995 of $13.3
million were substantially the same as in 1994.

Interest expense. Interest expense decreased by 11.9%, or $270,000, from
$2.3 million in 1994 to $2.0 million in 1995. The decrease in interest expense
was primarily due to the repurchase of the Company's bank indebtedness at a
discount, partially offset by higher interest rates. See Note 5 to the
Consolidated Financial Statements.

Preferred stock dividends. Preferred Stock dividends increased by 61.7%, or
$219,000, from $355,000 in 1994 to $574,000 in 1995. The increase in Preferred
Stock dividends was primarily due to the increase in the average bid and ask
price on which the annual dividend rate was based. Such increase was also the
result of the Company's payment of dividends in additional shares of Preferred
Stock, thereby increasing the aggregate annual amount of dividends to be paid.
The per share amounts of dividends, including the accumulated but unpaid cash
portion, were $0.57 and $0.79 per share of Preferred Stock in 1994 and 1995,
respectively.

21
<PAGE>

SELECTED QUARTERLY RESULTS OF OPERATIONS

The following table presents certain unaudited quarterly financial
information for each of the ten most recent quarters in the period ended June
30, 1997. This information is derived from unaudited Consolidated Financial
Statements of the Company that include, in the Company's opinion, all
adjustments (consisting of normal recurring accruals) necessary for a fair
presentation of results of operations for such periods when read in
conjunction with the audited Consolidated Financial Statements of the Company
and notes thereto appearing elsewhere in this Prospectus. The operating
results for any quarter are not necessarily indicative of results for any
future period.

<TABLE>
<CAPTION>
QUARTER ENDED
----------------------------------------------------------------------------------------------
MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31, JUNE 30,
1995 1995 1995 1995 1996 1996 1996 1996 1997 1997
-------- -------- --------- -------- -------- -------- --------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales:
PSG...................... $ 6,640 $ 6,407 $ 5,634 $ 6,069 $ 5,775 $12,325 $13,998 $16,481 $16,618 $19,800
ICG...................... 10,256 10,447 9,999 9,761 11,256 11,189 10,235 10,042 10,984 11,447
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
16,896 16,854 15,633 15,830 17,031 23,514 24,233 26,523 27,602 31,247
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Cost of sales:
PSG...................... 5,069 4,880 4,857 4,918 4,825 9,555 10,900 12,639 12,875 14,746
ICG...................... 7,145 7,330 6,949 6,825 7,778 7,732 7,221 6,833 7,527 7,963
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
12,214 12,210 11,806 11,743 12,603 17,287 18,121 19,472 20,402 22,709
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Gross profit:
PSG...................... 1,571 1,527 777 1,151 950 2,770 3,098 3,842 3,743 5,054
ICG...................... 3,111 3,117 3,050 2,936 3,478 3,457 3,014 3,209 3,457 3,484
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
4,682 4,644 3,827 4,087 4,428 6,227 6,112 7,051 7,200 8,538
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Operating expenses:
Selling, general and
administrative expenses.. 3,628 3,497 2,848 3,363 3,265 4,237 4,430 4,569 4,899 5,385
Amortization of
intangible assets....... 52 52 53 52 52 50 55 53 52 73
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Operating income.......... 1,002 1,095 926 672 1,111 1,940 1,627 2,429 2,249 3,080
Interest expense......... 496 541 497 460 444 598 615 686 655 688
Other expense (income)... 8 7 234 3 (7) (6) 9 22 11 15
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Income before taxes and
extraordinary item....... 498 547 195 209 674 1,348 1,003 1,721 1,583 2,377
Provision for taxes...... 194 214 76 81 284 536 396 675 638 956
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Income before
extraordinary item....... 304 333 119 128 390 812 607 1,046 945 1,421
Extraordinary (charge),
net of tax.............. -- -- -- -- -- (173) -- -- -- --
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net income................ 304 333 119 128 390 639 607 1,046 945 1,421
Preferred stock
dividends............... 121 137 159 157 184 221 221 221 60 42
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net income (loss)
applicable to common
shareholders............. $ 183 $ 196 $ (40) $ (29) $ 206 $ 418 $ 386 $ 825 $ 885 $ 1,379
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
Net income (loss) per
common share:
Continuing operations.... $ 0.07 $ 0.08 $ (0.02) $ (0.01) $ 0.08 $ 0.21 $ 0.14 $ 0.31 $ 0.27 $ 0.41
Extraordinary item....... -- -- -- -- -- (0.06) -- -- -- --
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total.................... $ 0.07 $ 0.08 $ (0.02) $ (0.01) $ 0.08 $ 0.15 $ 0.14 $ 0.31 $ 0.27 $ 0.41
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
Weighted average common
shares outstanding....... 2,508 2,508 2,508 2,521 2,529 2,701 2,758 2,770 3,230 3,323
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
</TABLE>

22
<PAGE>

<TABLE>
<CAPTION>
QUARTER ENDED
-------------------------------------------------------------------------------------------
MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31, JUNE 30,
1995 1995 1995 1995 1996 1996 1996 1996 1997 1997
-------- -------- --------- -------- -------- -------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AS A PERCENTAGE
OF NET SALES:
Net sales:
PSG...................... 39.3% 38.0% 36.0% 38.3% 33.9% 52.4% 57.8% 62.1% 60.2% 63.4%
ICG...................... 60.7 62.0 64.0 61.7 66.1 47.6 42.2 37.9 39.8 36.6
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Cost of sales............. 72.3 72.4 75.5 74.2 74.0 73.5 74.8 73.4 73.9 72.7
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Gross profit.............. 27.7 27.6 24.5 25.8 26.0 26.5 25.2 26.6 26.1 27.3
Operating expenses:
Selling, general and
administrative expenses.. 21.5 20.8 18.2 21.3 19.2 18.0 18.3 17.2 17.8 17.3
Amortization of
intangible assets....... 0.3 0.3 0.3 0.3 0.3 0.2 0.2 0.2 0.2 0.2
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
21.8 21.1 18.5 21.6 19.5 18.2 18.5 17.4 18.0 17.5
Operating income.......... 5.9 6.5 6.0 4.2 6.5 8.3 6.7 9.2 8.1 9.8
Interest expense......... 2.9 3.2 3.2 2.9 2.6 2.6 2.5 2.6 2.4 2.2
Other expense (income)... -- -- 1.5 -- -- -- -- 0.1 -- --
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Income before taxes and
extraordinary item....... 3.0 3.3 1.3 1.3 3.9 5.7 4.2 6.5 5.7 7.6
Provision for taxes...... 1.2 1.3 0.5 0.5 1.6 2.3 1.7 2.6 2.3 3.1
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Income before
extraordinary item....... 1.8 2.0 0.8 0.8 2.3 3.4 2.5 3.9 3.4 4.5
Extraordinary (charge),
net of tax.............. -- -- -- -- -- (0.7) -- -- -- --
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net income................ 1.8% 2.0% 0.8% 0.8% 2.3% 2.7% 2.5% 3.9% 3.4% 4.5%
===== ===== ===== ===== ===== ===== ===== ===== ===== =====
Gross profit (as a percentage
of related net sales):
PSG...................... 23.7% 23.8% 13.8% 19.0% 16.5% 22.5% 22.1% 23.3% 22.5% 25.5%
ICG...................... 30.3 29.8 30.5 30.1 30.9 30.9 29.4 32.0 31.5 30.4
</TABLE>

Factors such as announcements of technological innovations or new products
by the Company or its competitors, and the cyclical nature of the industries
served by the Company could cause substantial variations in the Company's
operating results. The defense, space, high-end digital imaging, electronics
capital equipment and industrial automation markets, each of which represents
a significant market for the Company's products, have historically been
subject to substantial economic fluctuations due to changing demands for their
products and services, introduction of new products and product obsolescence.
There can be no assurance that such fluctuations will not reoccur and have an
adverse impact on the Company's business, financial condition or results of
operations. The Company has experienced and expects to continue to experience
significant fluctuations in its quarterly and annual operating results due to
a variety of factors, including market acceptance of new and enhanced versions
of the Company's products, timing and shipment of significant orders, mix of
products sold, length of sales cycles, plant openings and closings, the timing
of acquisitions or dispositions by the Company, delays in raw materials
shipments, completion of large projects, other manufacturing delays and
disruptions, the level or backlog of orders, and cyclicality in the markets
the Company serves. To some extent, the Company's net sales and operating
results for a quarter will depend upon the Company generating orders to be
shipped in the same quarter in which the order is received. The failure to
receive anticipated orders or delays in shipments near the end of a particular
quarter, due, for example, to unanticipated reschedulings or cancellations of
shipments by customers or unexpected manufacturing difficulties, may cause net
sales in a particular quarter to fall significantly below the Company's
expectations, which would have a material adverse effect on the Company's
operating results for such quarter.

23
<PAGE>

BACKLOG

A substantial portion of the Company's business is of a build-to-order
nature requiring various engineering, manufacturing, testing and other
processes to be performed prior to shipment. In addition, many of the
Company's orders require multiple deliveries over a period of time. As a
result, the Company generally has a significant backlog of orders to be
shipped.

As of June 30, 1997 and December 31, 1996, the Company had a backlog of
orders of $62.3 million and $56.4 million, respectively, an increase of 10.5%,
or $5.9 million. The increase in backlog is primarily attributable to the
acquisition of Teletrac and increased orders from the high-end digital imaging
market.

The Company believes that a substantial portion of the backlog of orders at
June 30, 1997 will be shipped over the next twelve months.

RECENTLY ISSUED ACCOUNTING STANDARDS

Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share" was issued in February 1997 and replaces Accounting Principles Board
("APB") Opinion No. 15. The new statement simplifies the computations of
earnings per share ("EPS") by replacing the presentation of primary EPS with
basic EPS, which is computed by dividing income available to common
shareholders by the weighted-average number of common shares outstanding for
the period. Diluted EPS under the new statement is computed similarly to fully
diluted EPS pursuant to APB Opinion 15. SFAS No. 128 is effective for
financial statements for both interim and annual periods ending after December
15, 1997. Early application is prohibited. For thesix-month period ended June
30, 1997, the effect of adopting SFAS No. 128 on the Company's reported EPS
would be immaterial.

SFAS No. 123, "Accounting for Stock-Based Compensation" was issued in 1995.
This statement requires companies to measure stock compensation plans based on
the fair value method of accounting or to continue to apply APB Opinion 25,
"Accounting for Stock Issued to Employees" and provide pro forma footnote
disclosure under the fair value method. Effective January 1, 1996, the Company
adopted the disclosure-only provisions of SFAS No. 123 and continues to follow
APB Opinion 25 and related interpretations to account for the Company's stock
compensation plans. In 1996 and 1995, the Company did not issue any stock
options to its employees and, as such, no disclosure related to this
pronouncement was required.

LIQUIDITY AND CAPITAL RESOURCES

The Company funds its operations primarily from cash flow generated by
operations and, to a lesser extent, from borrowings under the Credit Facility
and through capital lease transactions.

Net cash provided by (used in) operations for the six months ended June 30,
1997 and 1996 was $5.7 million and $(666,000), respectively. This improvement
was primarily due to higher cash earnings and lower working capital
requirements. Net cash provided by (used in) operations for the years ended
1996, 1995 and 1994 was $2.0 million, $(1.0) million and $1.4 million,
respectively. The increase in cash provided by operations in 1996, as compared
to 1995, was primarily due to higher income partially offset by reductions in
accounts payable, accrued expenses and other long-term liabilities. At
December 31, 1996, the Company had approximately $10.0 million of net
operating loss carry forwards available to reduce future taxable income.

The Company's working capital was $23.2 million, $24.8 million, $14.3
million and $11.5 million on June 30, 1997 and on December 31, 1996, 1995 and
1994, respectively.

Net cash used in investing activities for the six months ended June 30, 1997
and 1996 was $8.2 million and $5.3 million, respectively, due to an increase
in the use of cash for business acquisitions. During the second quarter of
1997, the Company acquired the stock of Teletrac. The cash portion of the
total purchase price for Teletrac was $7.3 million. During the second quarter
of 1996, the Company acquired all the outstanding shares of PAI for
approximately $4.7 million. See Note 3 of the Consolidated Financial
Statements. Net cash provided by (used in) investing activities for the years
ended 1996, 1995 and 1994 was $2.0 million, $1.9 million and $(192,000),
respectively. The cash provided by investing activities in 1996 was generated
primarily from the sale of L&S, a subsidiary of PAI, for cash consideration of
$11.3 million, partially offset by the acquisitions of PAI and LMBC. See Note
3 to the Consolidated Financial Statements.

24
<PAGE>

The Company had no material commitments for capital expenditures as of
December 31, 1996 or June 30, 1997. It is anticipated that capital
expenditures in 1997 could range from $4.0 million to $4.5 million as compared
to the $2.7 million expended in 1996, including assets acquired under capital
leases of $786,000. The Company also anticipates that it will continue to
finance a substantial portion of these capital expenditures through capital
leases. In June 1997, the Company redeemed 200,900 shares of Preferred Stock
at an aggregate cost of $1.5 million.

As discussed in Note 5 to the Consolidated Financial Statements, the Company
entered into the Credit Facility in connection with its acquisition of PAI. As
of June 30, 1997, the available credit under this facility was $31.7 million
comprised of a $6.8 million term loan payable in installments and maturing in
April 2000, a $6.9 million term loan payable in installments and maturing in
April 2002 and a $18.0 million revolving credit facility expiring in April
2000. The Company believes that cash expected to be generated from operations
and credit facilities expected to be available to the Company following the
consummation of this Offering will be sufficient to meet the Company's capital
expenditure and working capital requirements for at least the next 12 months.
Upon the consummation of this Offering, the Company will prepay certain
amounts outstanding under the Credit Facility. Prior to the consummation of
this Offering, the Company intends to renegotiate the Credit Facility. There
can be no assurance that the Company will be able to negotiate the Credit
Facility on terms acceptable to the Company.

DOMESTIC AND FOREIGN SALES

The following table sets forth information concerning the Company's domestic
and foreign net sales and operating income from continuing operations and
identifiable assets, for each of the last three years in the period ended
December 31, 1996 and for the six months ended June 30, 1997 (all foreign
sales are denominated in U.S. dollars):

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, SIX MONTHS ENDED
---------------------------- JUNE 30,
1994 1995 1996 1997
-------- -------- -------- ----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Net sales:
USA........................... $ 57,752 $ 57,402 $ 80,898 $52,473
Foreign....................... 4,380 7,811 10,403 6,376
-------- -------- -------- -------
$ 62,132 $ 65,213 $ 91,301 $58,849
======== ======== ======== =======
Export sales as a percent of
total net sales................ 7.0% 12.0% 11.4% 10.8%
Operating income:
USA........................... $ 3,363 $ 3,155 $ 6,603 $ 4,775
Foreign....................... 314 540 504 554
Restructuring/inventory
writedown charges (USA)...... (1,315) -- -- --
-------- -------- -------- -------
$ 2,362 $ 3,695 $ 7,107 $ 5,329
======== ======== ======== =======
Identifiable assets:
USA........................... $ 42,197 $ 40,485 $ 62,171 $74,695
</TABLE>

25
<PAGE>

BUSINESS

Through PSG, the Company offers its capabilities in magnetics, electronics,
optics, precision machining and systems integration to high-performance OEMs
and end-users, enabling them to design and utilize systems that meet leading-
edge performance requirements. PSG designs, manufactures and sells high-end
components such as precision sensors, high-performance motors, precision metal
optics and airbearings. These products enable OEMs to improve measurement
precision, positioning performance (speed and power), inspection throughput
and manufacturing yields. PSG also designs, manufactures and sells subsystems
which integrate several of the Company's components. For example, a rotary
positioning actuator, which is comprised of a direct drive motor and a
resolver, is a subsystem used in cluster tool robotics for positioning
semiconductor wafers. In addition, PSG designs, manufactures and sells
systems, such as HSA testers used to dynamically test computer disk drive
magnetic heads.

Through ICG, the Company designs, manufactures and sells interconnect
products. It also distributes and services precision ball bearings used by
OEMs in a variety of commercial industries. The interconnect products include
safety agency (e.g., U.L.) approved barrier terminal blocks and power
connectors which are primarily used to interface industrial or process control
computers to sensors, motors and other signal level and power devices. The
precision ball bearings distributed by the Company are acquired from various
domestic and international sources and are used in machine tools, office
automation, semiconductor manufacturing and other motion control applications
to provide for smooth and precise rotary motion.

In furtherance of its shift in strategy, the Company acquired various
synergistic technologies and assets. In April 1996, the Company acquired PAI.
PAI's subsidiaries, Speedring and Speedring Systems, are leading manufacturers
and suppliers of high-performance laser scanners and optics as well as
suppliers of precision-machined specialty materials, such as beryllium and
quartz, for space and other high-technology applications. In October 1996, the
Company acquired substantially all of the assets of LMBC, a supplier of
precision-machined beryllium. Beryllium is essential in space telescopes,
weather and direct broadcast satellites, and low-earth-orbit satellites used
in cellular communication. Most recently, in May 1997, the Company acquired
Teletrac which designs, manufactures and sells laser-based precision
measurement systems as well as precision linear and rotary positioning systems
for use in the electronics capital equipment industry.

MARKET OVERVIEW

Historically, the principal markets for precision optical and positioning
components were the defense and military space industries whose performance
requirements justified the high cost of components and associated electronic
controls. In recent years, however, the Company believes that commercial
manufacturers began to increase their requirements for throughput and yield as
a result of (i) the demand on manufacturers to produce smaller, higher-
performance products with precise tolerances, (ii) pressures imposed on
manufacturers to enhance productivity and quality, which in turn required
integration of process control technology directly into the manufacturing
process, and (iii) the lowering of costs associated with electronic controls.
Concurrently, OEMs increasingly began to rely on specialized manufacturers for
fully integrated subsystems and systems. The Company believes that such
reliance was caused by the general desire of OEMs to concentrate on their core
competencies, coupled with the increased complexity of manufacturing processes
and the desire of OEMs and end-users to reduce the number of vendors upon
which they rely.

26
<PAGE>

Today, the Company addresses the following five markets:

Defense. The defense industry has historically been a large consumer of
high-performance components. Over the last several years, cutbacks in defense
spending by the U.S. Government have resulted in reductions in both troop
levels and production of new weapons systems platforms. At the same time,
however, spending has increased and the market has grown for the upgrading of
existing platforms, including the development of "smart" weapons. These
upgrades include state-of-the-art electronics, enhanced night vision systems,
radar and guidance systems, and missile seeker technologies, all of which
incorporate high-performance components such as precision metal optics, high-
performance motors and sensors and precision-machined structures.

Space. As a result of the deployment of communications and navigational
satellite constellations, as well as the increased demand for weather and
scientific monitoring, the commercial space market has exhibited significant
growth in recent years. With that growth, there has been increased demand for
light weight and high-performance components, such as precision metal optics,
high-performance motors, sensors, actuation devices, inertial stabilization
components and beryllium components. All of these high-performance components
are capable of functioning within the extreme operating environment of space.
In particular, beryllium, the lightest metal, is highly effective at
dissipating heat and is able to maintain its structural stability over wide
temperature ranges.

High-End Digital Imaging. The high-end digital imaging market consists of
film recording systems, including pre-press, medical imaging and printed
circuit board layout film recorders, as well as laser projection systems. In
these products, laser light is modulated (pulsed), reflected off a mirror on a
rotating opto-mechanical scanner, and swept across a media such as film, to
create an image. In recent years, there has been a demand for increased
resolution and throughput capabilities in these high-end systems, requiring
the use of improved optics, higher speed motors, airbearings and more
sophisticated electronic controls. In 1994, the highest speed scanners used in
the high-end digital imaging market were rotating at approximately 20,000
revolutions per minute (RPM) with speed regulation to 10 parts per million
(ppm). Today, speeds approach 60,000 RPM and must be regulated to 2 ppm.
Scanners which operate at these high rotational speeds must be highly
engineered so as to manage the heat generated by the airbearing, minimize
turbulence through the design of an aerodynamic optical deflector, control
optical deformation, and provide a highly efficient electronic speed
controller.

Electronics Capital Equipment. The electronics capital equipment market
consists of equipment used to produce and test semiconductors, mass data
storage drives and flat panel displays. The market has expanded as a result of
growth in the sales of these products, as well as the rapid technological
advances relating to their manufacturing and testing. The Company believes
that increased demand for high-performance components and systems in this
market has resulted from (i) the miniaturization of products, creating the
need for smaller components and precise tolerances, (ii) faster production
cycles to meet product demand, (iii) the need for higher production yields and
(iv) increased outsourcing of the design and manufacture of electro-mechanical
and electro-optical subsystems and systems. High-performance components and
systems provide electronics capital equipment manufacturers with more precise
testing and process control devices which are designed to detect minute
manufacturing deviations, to reduce manufacturing costs, and to increase
throughput and yield in the manufacturing process.

Industrial Automation. The industrial automation market consists of a wide
range of industrial and commercial products, including machine tools, process
controls and heating, ventilation and air conditioning (HVAC) systems, which
the Company primarily serves through ICG. OEMs in these markets typically
purchase commodity-type and standardized products which must be delivered on a
short lead-time basis.

27
<PAGE>

BUSINESS STRATEGY

The Company's primary goal is to be a leading provider of components,
subsystems and systems that enhance throughput and yield to customers
requiring high-performance devices in their manufacturing and quality
assurance processes. The Company's strategy is to leverage its resources and
capabilities to develop higher-level subsystems and systems, employing its
precision optical and positioning technologies while maintaining and
continuing to grow ICG. Key elements of this strategy include:

Integrating Technologies. The Company intends to integrate PSG's recently
acquired technologies to develop new subsystems and systems. While PSG's sales
at the present time consist principally of components and subsystems, the
Company intends to increase the level of product integration it offers,
through the development and sale of electro-optical and electro-mechanical
systems. The Company believes that development of these systems, which build
on the Company's core component technologies, will, if successful, provide
customers with high-performance systems at competitive prices and enhance the
Company's sales opportunities. For example, Teletrac and Speedring Systems are
seeking to develop a low-cost HSA tester for the mass data storage industry
which will use Teletrac's X-Y positioning and systems integration capabilities
and Speedring Systems' airbearing technology. In addition, the Company is
developing a product which integrates the scanning technology of Speedring
Systems with the linear positioning capabilities of Teletrac for use in high-
end digital imaging applications.

Capitalizing on Cross-Selling Opportunities. Historically, PSG has organized
its sales force along product lines, through four product-specific direct
sales organizations as well as through manufacturers' representatives. To
capitalize on existing relationships within these sales organizations, the
Company has begun training its personnel within each sales organization to
identify opportunities to sell all of PSG's products and capabilities in their
respective core markets. The Company believes it can generate additional net
sales by cross-selling existing PSG products to existing customers and has
already identified a number of opportunities to cross-sell among the Company's
target customer base. For example, the direct drive motion control
technologies that the Company has been selling to the defense market are now
also being sold to customers in the electronics capital equipment industry for
use in cluster tool robotics. In addition, Speedring Systems is seeking to
adapt its airbearing technology, which has been used to serve the high-end
digital imaging market, to develop products for the mass data storage segment
of the electronics capital equipment market. The Company anticipates that this
cross-selling effort will result in increased customer awareness of the
Company's capabilities and an increased ability to sell systems integration.
In addition, over the long term, the Company, through use of the "Axsys" name,
intends to develop a corporate identity for its products, as opposed to
stressing the individual identity of the separate corporate entities, thereby
seeking to capitalize on the trend to reduce the number of vendors and
becoming a recognized supplier of subsystems and systems in a wide range of
applications.

Increasing Investment in Engineering and Manufacturing Infrastructure. The
Company offers a set of technologies and capabilities which include precision
metal optics, precision machining, magnetics, electronics and electro-
mechanical and electro-optical systems integration. To maintain and expand on
these technologies and capabilities, the Company invests in optical, magnetic,
mechanical, electronic and software engineering resources. In addition, the
Company continues to invest in sophisticated test equipment and state-of-the-
art manufacturing equipment, such as computer numerically controlled (CNC)
mills and lathes, electrical discharge machines, diamond turning and lapping
machines.

Expanding through Acquisitions. To expand and develop its product offerings,
technologies, sales channels and market presence, and to produce integrated
systems, the Company plans to continue to expand through strategic
acquisitions. For example, the Company acquired PAI for its presence in the
high-end digital imaging market and its optics and airbearing technologies and
Teletrac for its market presence in the electronics capital equipment market
and its systems integration capabilities. Although the Company reviews and
considers possible acquisitions on an ongoing basis, no specific acquisitions
are being negotiated or planned as of the date of this Prospectus.

Expanding the Industrial Components Group. The Company intends to increase
ICG's sales of interconnect devices and precision ball bearings to the
industrial and commercial automation markets through an increased focus on
direct sales to strategic accounts. As part of this focus, ICG attempts to
work with major customers to develop new interconnect products which can be
sold generally in the market place.

28
<PAGE>

TECHNOLOGIES, PRODUCTS AND CAPABILITIES

Precision Systems Group. The key enabling technologies and capabilities
utilized in the custom design, manufacture and sale of PSG's precision optical
and positioning components, subsystems and systems include:

Optics. Precision metal optics are used in applications where performance
requirements cannot be met with glass. The advantages of metal are its lighter
weight and ease of mechanical interface with housings and actuation devices.
The Company's metal optics are fabricated using CNC machines, lathes and
diamond turning and planetary lapping machines to machine and polish metal
substrates, such as beryllium and aluminum, to tolerances as precise as one
millionth of an inch. Precision metal optics sold by PSG include monogon and
polygon mirrors, which the Company uses for high-speed electro-mechanical
scanners, head mirrors used in weapons fire control systems, fold and aspheric
mirrors used in forward looking infrared (FLIR) night vision weapons systems,
and high-performance space-borne instruments used on weather, mapping and
scientific satellites.

Precision Machining. The Company's capabilities, which allow for very
precise and exacting measurements, are applied in the precision machining of
various metals for precision optics applications, airbearings, heat sinks,
housings and gimbals. PSG machines beryllium, quartz, stainless steel and
other metals for various applications in the space, defense and selected
commercial markets. The Company's airbearings provide exceptionally precise
positioning and high speeds, and therefore are critical elements in high-speed
scanners, components for weapons guidance systems, magnetic media disk test
spindles and precision position stages used in semiconductor processing and
test equipment. Its heat sinks are used to dissipate heat in high-performance
avionics and satellite electronics. Its gimbals are used, among other things,
to position optical sensors in FLIR night vision systems.

Magnetics. The Company designs, manufactures and sells high-performance
motors and precision resolvers using state-of-the-art magnetic materials and
technology. These motors include AC motors, brush and brushless DC motors, and
torque and servo motors. The Company's magnetic products are capable of
rotational positioning to an accuracy as precise as five arc-seconds.
Applications for these high-performance components include precision
semiconductor processing and inspection equipment, missile systems, satellite
actuators and automated industrial systems.

Electronics. The Company's electronics control the speed and position of
electro-mechanical systems, such as precision motors, actuators, X-Y stages,
and laser scanners. The Company designs, manufactures and sells opto-
electronic position sensors, including optical encoders and laser
interferometers, as well as electronic controllers and drives and continues to
invest in its electronic design capability to maintain its expertise. Optical
encoders are used to sense rotary position and speed in a variety of
applications, including laser scanners, industrial robots and defense systems.
Laser interferometers, which are designed to permit precise linear position
sensing, are used principally in the electronics capital equipment market.
Electronic controllers coordinate the positioning and speed of electro-
mechanical systems by interfacing with other motion control components. Drives
provide power to a motor based on input from a controller in order to achieve
a designated position or to achieve a specific speed.

The following table summarizes the Company's component products and services
by the technologies they incorporate:

PSG TECHNOLOGIES

<TABLE>
- -------------------------------------------------------------------------------------
<CAPTION>
OPTICS PRECISION MACHINING MAGNETICS ELECTRONICS
- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
. Polygon
Mirrors . Airbearings . AC motors . Optical Encoders
. Monogon
Mirrors . Custom Machining of . Brush and Brushless DC . Laser Interferometers
. Head . Speed Controls for AC
Mirrors Specialty Materials: Motors:
. Fold and DC Motors
Mirrors -Beryllium -Torque Motors
. Aspheric
Mirrors -Beryllium-aluminum -Servo Motors . Position Controllers
. Plane
Mirrors -Quartz -Limited Angle Motors . Motor Drives
-Titanium . Resolvers
. Synchros
</TABLE>

29
<PAGE>

Systems Integration. The Company combines various components and
capabilities to offer subsystems and systems to its customers. PSG's precision
subsystems include X-Y stages and rotary positioning subsystems, including
actuators, opto-mechanical laser scanners and imaging subsystems, as well as
laser tracking autofocus subsystems. These subsystems employ motion control or
optics technology available within PSG. The X-Y positioning subsystems are
used in high-precision or high-performance applications, such as semiconductor
and flat panel display positioning subsystems for use in processing or
testing. The rotary positioning subsystems are used in applications such as
night vision systems for defense contractors and cluster tool robotics in
electronics capital equipment. The laser scanning and imaging subsystems are
used by pre-press equipment manufacturers and semiconductor inspection
equipment manufacturers. The laser autofocus, which is used to automatically
focus a microscope, is sold to OEMs who manufacture automated optical
inspection machines within the electronics capital equipment market. PSG's
systems are electro-mechanical turnkey systems, with application specific
software designed by the Company for the end-user. Historically, the Company
has sold these systems only to the electronics capital equipment industry,
where it sells head gimbal assembly (HGA) and head stack assembly (HSA)
testers for mass data storage manufacturers.

The following table illustrates how PSG's technologies, products and
capabilities are integrated to develop subsystems and systems:

<TABLE>
<CAPTION>
PSG TECHNOLOGIES AND CAPABILITIES
---------------------------------------------------------------------------
SUBSYSTEMS
& PRECISION
SYSTEMS OPTICS MACHINING MAGNETICS ELECTRONICS

- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
. Polygon or . Airbearing . Brushless DC . Optical Encoder
LASER SCANNER Monogon Mirror Servo Motor . Speed Control
. Motor Drive

- -----------------------------------------------------------------------------------------------
. Polygon or . Airbearing . Brushless DC . Optical Encoder
Monogon Mirror Servo Motor . Speed Control
LASER IMAGER . Fold Mirror . Motor Drive
. Aspheric Mirror

- -----------------------------------------------------------------------------------------------
LASER AUTOFOCUS . Brushless DC . Position Controller
Servo Motor . Motor Drive

- -----------------------------------------------------------------------------------------------
ROTARY POSITIONING . Brushless DC . Position Controller
ACTUATOR Servo Motor . Motor Drive
. Resolver

- -----------------------------------------------------------------------------------------------
. Plane Mirror . Airbearing . Linear Motor . Laser Interferometer
X-Y STAGE . Position Controller
. Motor Drive

- -----------------------------------------------------------------------------------------------
HGA/HSA . Airbearing . Brushless DC . Laser Interferometer
TESTERS Limited Angle. Position Controller
Motor . Motor Drive

- -----------------------------------------------------------------------------------------------
DISK TEST SPINDLE . Airbearing . Brushless DC . Optical Encoder
(expected to be in-
troduced Servo Motor . Speed Control
in late September
1997) . Motor Drive

</TABLE>
- --------
Italicized components are currently purchased from external sources but are in
various stages of development by the Company.

Industrial Components Group. ICG designs, manufactures and sells a full line
of barrier terminal blocks, connectors and interconnect devices, and also
distributes a broad array of precision ball bearings.

Terminal Blocks and Connectors. The terminal blocks and connectors market is
directly related to the use of computer controls in a variety of industrial
and commercial applications, such as machine controllers, motor

30
<PAGE>

regulation or security controls. The terminal blocks provide a simple method
for point of use installation and/or interchangeability of electronic
components between the computer control's printed circuit board and the device
that the computer is sensing (input) or driving (output).

ICG provides a broad array of terminal blocks. The core product line is
based on "U.S.-Style" terminal blocks, which have been the mainstay of
controls made by OEMs in the United States for several decades. ICG has also
developed a broad line of "Euro-Style" terminal blocks. These devices were
introduced by European manufacturers who began to enter the U.S. market in the
mid 1980s. In addition, ICG has applied attributes associated with "Euro-
Style" connectors to the "U.S.-Style" and vice versa.

Precision Ball Bearings. ICG distributes an array of precision ball bearings
varying in size, precision tolerance, lubrication and price. Through its
distribution arrangements with several foreign bearing manufacturers, ICG has
developed a broad product offering. ICG also provides certain value-added
services, such as bearing relubrication, white room handling of products, and
engineering consultation.

COMPETITION

The markets for the Company's products are competitive. In PSG, the Company
competes primarily on the basis of its ability to design and engineer its
products to meet performance specifications set by its customers, most of whom
are OEMs who purchase component parts or subsystems for inclusion in their
end-products. Product pricing and quality, customer support, experience,
reputation and financial stability are also important competitive factors.

There is a limited number of competitors in each of the markets for the
various types of precision optical and positioning components and subsystems,
and electrical/electronic terminal block and connector devices manufactured
and sold by the Company. These competitors, especially those in the precision
optical and positioning product lines, are typically focused on a smaller
number of product offerings than the Company, and are often well entrenched.
Some of these competitors have substantially greater resources than the
Company. The Company believes, however, that the breadth of its technologies
and product offerings provide it with a competitive advantage over certain
manufacturers which supply only discrete components or are not vertically
integrated with enabling technologies.

There are numerous competitors in markets to which the Company distributes
precision ball bearings. These competitors vary in size and include bearing
manufacturers and distributors. In the Company's opinion, ICG's breadth and
product availability, combined with the value-added services it supplies,
provide competitive advantages for ICG.

The Company expects its competitors to continue to improve the design and
performance of their products. There can be no assurance that the Company's
competitors will not develop enhancements to, or future generations of,
competitive products that will offer superior price or performance features or
that new processes or technologies will not emerge that render the Company's
products less competitive or obsolete. Increased competitive pressure could
lead to lower prices for the Company's products, thereby adversely affecting
the Company's business, financial condition or results of operations. There
can be no assurance that the Company will be able to compete successfully in
the future.

CUSTOMERS

The Company's customers include OEMs and end-users who design or utilize
high-precision, performance and throughput equipment. PSG's customers are
primarily in the defense, space, high-end digital imaging and electronics
capital equipment markets. ICG's customers are primarily in the industrial
automation market. The

31
<PAGE>

Company has an extensive customer list which includes many of the major
participants in the market segments listed below:

<TABLE>
<CAPTION>
HIGH-END ELECTRONICS INDUSTRIAL
DEFENSE SPACE DIGITAL IMAGING CAPITAL EQUIPMENT AUTOMATION
- ---------------- ------------------- --------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Allied Signal Allied Signal Agfa Applied Materials Danaher
Boeing Ball Aerospace ECRM Etec Dover Elevator
GEC Marconi Honeywell Fuji IBM Elsag Bailey
Honeywell Hughes Gerber Intel General Electric
Hughes ITT Kodak KLA/Tencor Hewlett-Packard
Litton Lockheed Martin Linotype Maxtor Honeywell
Lockheed Martin Loral Space & Scitex Orbotech Lincoln Electric
Northrop/Grumman Communications Seagate Rockwell
Raytheon Matra Marconi Space Xerox Siemens
United Technolo-
gies Motorola
Thomson
TRW
</TABLE>

There is no customer or group of affiliated customers for which sales during
fiscal 1996 or the six months ended June 30, 1997 were in the aggregate 10% or
more of the Company's consolidated net sales, and there is no customer, the
loss of which would have a material adverse effect on the Company's operations
taken as a whole.

In 1996 and for the six months ended June 30, 1997, the Company had
aggregate sales, both military and non-military, directly to the U.S.
Government, including its agencies and departments, of approximately $5.1
million and $2.1 million, respectively. These sales accounted for
approximately 5.6% and 3.6% of total net sales in 1996 and for the six months
ended June 30, 1997, respectively, as compared to 4.6% in 1995 and 5.8% in
1994. Approximately 22.0% of net sales in 1996 and 25.9% for the six months
ended June 30, 1997 were derived from subcontracts with U.S. Government
contractors as compared to 13.4% in fiscal 1995 and 18.1% in 1994. The
majority of these contracts may be subject to termination at the convenience
of the U.S. Government, and certain contracts may also be subject to
renegotiation. Currently, the Company is not aware of any termination or
renegotiation of such contracts which would have a material adverse effect on
its business. Because a substantial part of the Company's business is derived
directly from contracts with the U.S. Government, or agencies or departments
thereof, or indirectly through subcontracts with U.S. Government contractors,
the Company's results of operations could be materially affected by changes in
U.S. Government expenditures for products using component parts which the
Company produces. However, the Company believes that its exposure to such risk
may be lessened by the broad number and diversity of its product applications
and the strength of its engineering capabilities.

SALES, MARKETING AND CUSTOMER SUPPORT

As of June 30, 1997, the Company employed 75 sales, marketing and customer
support personnel, of whom 41 were involved with PSG's product offerings and
34 were involved with ICG's product offerings. Historically, the Company's
sales organization has been organized along product lines with four product-
specific direct sales organizations in PSG and two direct sales organizations
in ICG. As part of its integration strategy, the Company is in the process of
increasing its expenditures for sales and customer support and realigning the
sales organizations in PSG along market segments--defense, space, high-end
digital imaging and electronics capital equipment. To date, this realignment
has been limited to training of sales personnel in each of PSG's sales
organizations to identify opportunities to sell all of PSG's capabilities in
its own core market and to making joint sales calls. There can be no assurance
that these efforts will be successful and lead to increases in the Company's
sales or that the Company will recover its additional costs in implementing
this strategy.

32
<PAGE>

Also as of June 30, 1997, PSG's direct sales organization included 14 direct
sales field personnel, most of whom have engineering backgrounds, with the
remainder involved in inside sales, customer service, program management,
contract administration and applications engineering. ICG's direct sales
organization included 11 direct sales field personnel, with the remainder
involved in inside sales, customer service, product management, contract
administration and applications engineering. The Company believes that its
sales effort is enhanced by having engineering-trained sales personnel
available to meet with customers' engineering personnel. In addition, the
Company's application and design engineers are used to enhance the sales
process.

PSG and ICG also sell their products through over 200 manufacturer's sales
representatives and agents. Although the Company believes it has good
relationships with these sales representatives and agents, there can be no
assurance that these relationships will continue to be satisfactory or will
continue at all.

ENGINEERING, RESEARCH AND DEVELOPMENT

The Company develops new component products, subsystems and systems and
improves existing products in order to keep pace with customers' increasing
performance requirements. The Company devotes significant resources, a portion
of which is reimbursed by customers, to development programs directed at
creating new products and product enhancements, as well as developing new
applications for existing products. Because the Company believes that its
ability to compete effectively depends in part on maintaining and enhancing
its expertise in applying new technologies and developing new products, the
Company dedicates substantial resources to engineering, research and
development. At August 31, 1997, the Company employed 87 individuals in its
engineering, research and development functions. There can be no assurance
that the Company's product development efforts will be successful in producing
products that respond to technological changes or new products introduced by
others.

The Company's costs associated with engineering and research and
development were $2.4 million, $3.4 million, $4.1 million and $2.4 million in
1994, 1995, 1996 and the six months ended June 30, 1997, respectively. During
such periods, $1.2 million, $1.2 million, $2.2 million and $1.3 million,
respectively, were incurred in research and development. Of these amounts, the
Company recovered from customers approximately 40.4%, 38.3%, 17.0% and 10.5%
respectively. The Company intends to direct its research and development
activities to integrating its newly acquired technologies with its existing
capabilities, and continuing to develop subsystems and systems.

RAW MATERIALS; SUPPLIERS

Raw materials and purchased components are generally available from multiple
suppliers. However, beryllium, a material used extensively by PSG, is only
available from Brush Wellman, the sole U.S. supplier. Historically, the
Company and, to the Company's knowledge, its predecessors' beryllium
operations have had an excellent relationship with Brush Wellman and have not
encountered problems in obtaining their requirements. However, the partial or
complete loss of Brush Wellman as a supplier of beryllium or production
shortfalls or interruptions that otherwise impair the supply of beryllium to
the Company, would have a material adverse effect on the Company's business,
financial condition or results of operations. If such conditions were to
occur, it is uncertain whether alternative sources could be developed. In
addition, the Company purchases a substantial part of the ball bearings it
distributes from a single foreign supplier. While the Company believes that it
could obtain alternate sources of supply, any interruption in the flow of
products from this supplier, or increases in the cost of these products, could
have an adverse effect on the Company's business, financial condition or
results of operations.

PATENTS AND TRADEMARKS

The Company is not dependent upon any single patent or trademark. The
Company has a combination of patents, trademarks and trade secrets, non-
disclosure agreements and other forms of intellectual property

33
<PAGE>

protection to protect certain of its proprietary technology. Although it
believes that its patents and trademarks have value, the Company believes that
its future success will depend primarily on the innovation, technical
expertise, manufacturing and marketing abilities of its personnel. The Company
currently holds 14 patents in the United States expiring between October 27,
1997 and April 18, 2012, and eight international patents expiring between
April 21, 1998 and December 24, 2019, and has patent applications pending or
under evaluation in the United States and various foreign jurisdictions. There
can be no assurance as to the degree of protection offered by these patents or
as to the likelihood that patents will be issued for pending applications.
There also can be no assurance, however, that the Company will be able to
maintain the confidentiality of its trade secrets or that its non-disclosure
agreements will provide meaningful protection of the Company's trade secrets,
know-how or other proprietary information in the event of any unauthorized
use, misappropriation or disclosure of such trade secrets, know-how or other
proprietary information.

Competitors in the United States and foreign countries, many of which have
substantially greater resources, may have applied for or obtained, or may in
the future apply for and obtain, patents that will prevent, limit or interfere
with the Company's ability to make and sell some of its products. Although the
Company believes that its products do not infringe on the patents or other
proprietary rights of third parties, there can be no assurance that other
third parties will not assert infringement claims against the Company or that
such claims will not be successful.

ENVIRONMENTAL REGULATION

The Company believes that it is in compliance with federal, state and local
laws and regulations governing the discharge of materials into the environment
or otherwise relating to the protection of the environment in all material
respects, and that any non-compliance with such laws will not have a material
adverse effect upon its business, financial condition or results of
operations, capital expenditures, earnings or competitive position. There can
be no assurance, however, (i) that changes in federal, state or local laws,
regulations or regulatory policy, or the discovery of unknown problems or
conditions will not in the future require substantial expenditures, or (ii) as
to the extent of the Company's liabilities, if any, for past failures, if any,
to comply with applicable environmental laws, regulations and permits, any of
which also could have a material adverse effect on the Company's business,
financial condition or results of operations. The Company is currently
involved with approximately 125 other potentially responsible parties in a
settlement with the Environmental Protection Agency relating to damage that
may have been caused by hazardous substances at a third-party waste disposal
site. The Company believes, based on currently available information, that any
allocation of responsibility to the Company will not have a material adverse
effect on the Company.

The Company has been identified as a potentially responsible party ("PRP")
under the Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA") with respect to three third-party waste disposal sites. In 1996,
the Company entered into a settlement agreement and paid approximately $1,000
with respect to one of these sites. Although liability under CERCLA is joint
and several, meaning that liability can exceed a PRP's pro rata share of
cleanup costs, based on currently available information, the Company believes
that costs associated with the two remaining sites will not have a material
adverse effect on the Company.

The Company, pursuant to a remedial plan approved by the Ohio Environmental
Protection Agency ("Ohio EPA") in 1993, is in the process of investigating
soils and groundwater at a site formerly owned by a division of the Company,
and has conducted certain remedial work at this site. Costs to date have not
been material to the Company, and until recently, the Company believed that
future costs similarly would not be material. In September 1997, however, the
Company was advised by its environmental consultants that the costs now
anticipated to carry out the 1993 plan would be substantially greater than
previously expected, but that the Company could pursue alternate plans which
would involve additional costs in the range of approximately $600,000 to $1.5
million. However, any such alternate plans would be subject to the approval of
the Ohio EPA. Based on the advice of its consultants, the Company has
increased its reserves relating to this site to approximately $600,000, with a
resulting charge to discontinued operations in the third quarter of 1997 of
$244,000, net of taxes. Based on the advice of its consultants, the Company
believes that the Ohio EPA is likely to allow use of an alternate plan. There
can be no assurance that the alternate remedy will be approved by the Ohio
EPA. If it does not, costs would increase substantially. In addition, even if
approval is received, the costs

34
<PAGE>

actually incurred may exceed the reserves established. The Company anticipates
that actual expenditures will be incurred over a period of several years.

In addition, the current owner of a site formerly owned by a subsidiary of
PAI has asserted that the subsidiary is responsible for investigation and
remediation costs with respect to this site. No litigation has been brought
against the Company, and the Company has received no correspondence or other
communication for several years with respect to this site. At this time the
Company is unable to assess the extent of its potential liability, if any, with
respect to this site or to form a judgment as to the likelihood of an
unfavorable outcome in the event litigation were to be commenced.

The Company uses or generates certain hazardous substances in its
manufacturing and engineering facilities. The Company believes that its
handling of such substances is in material compliance with applicable local,
state and federal environmental, safety and health regulations at each
operating location. The Company invests substantially in proper protective
equipment, process controls and specialized training to minimize risks to
employees, surrounding communities and the environment due to the presence and
handling of such hazardous substances. The Company periodically conducts
employee physical examinations and workplace air monitoring regarding such
substances. When exposure problems or potential have been indicated, corrective
actions have been implemented and re-occurrence has been minimal or non-
existent. The Company does not carry environmental impairment insurance.

EMPLOYEES

As of June 30, 1997, the Company employed 935 persons, including 694 in
manufacturing, 75 in sales, 87 in engineering and 79 in administration. All are
employed in the United States, except for one UK-based employee engaged in
international sales. The Company's 73 employees at the St. Petersburg, Florida
facility are subject to a collective bargaining agreement. The Company
considers its relations with its employees to be satisfactory. There has been
no significant interruption of operations due to labor disputes.

FACILITIES AND MANUFACTURING

The Company leases its executive office, located at 645 Madison Avenue, New
York, New York. The principal plants and other materially important properties
at June 30, 1997 are:

<TABLE>
<CAPTION>
APPROXIMATE
LOCATION TYPE OF FACILITY SQUARE FOOTAGE OWNED/LEASED(1)
- ------------------- -------------------------- -------------- ---------------
<S> <C> <C> <C>
Cullman, AL Manufacturing, Engineering 110,000 Owned
Gilford, NH Manufacturing, Engineering 84,250 Owned
Montville, NJ Distribution 76,200 Leased
San Diego, CA Manufacturing, Engineering 63,100 Leased
St. Petersburg, FL Manufacturing, Engineering 52,500 Owned
Rochester Hills, MI Manufacturing, Engineering 29,000(2) Leased
Santa Barbara, CA Manufacturing, Engineering 13,800 Leased
Irvine, CA Distribution 7,800 Leased
Dallas, TX Distribution 2,950 Leased
</TABLE>
- --------
(1) Leases expire from 1999 to 2002.
(2) The Company expects to expand the Rochester Hills facility by 6,000 square
feet.

All of the facilities owned by the Company are subject to mortgages or
security interests which secure the Company's obligations under the Credit
Facility or industrial revenue bonds (see Note 5 to the Consolidated Financial
Statements).

Management believes that the Company's manufacturing facilities are generally
sufficient to meet its current and reasonably anticipated manufacturing,
distribution and related requirements. The Company, however, periodically
reviews its space requirements to ascertain whether its facilities are
sufficient to meet its needs.

LEGAL PROCEEDINGS

The Company is a defendant in various lawsuits, none of which is expected to
have a material adverse effect on the Company's business, financial condition
or results of operations. See "--Environmental Regulation."

35
<PAGE>

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth the names, ages and positions of the
Company's executive officers and directors. Executive officers are appointed
by, and serve at the discretion of, the Board of Directors. All directors hold
office until the annual meeting of shareholders of the Company following their
election or until their successors are duly elected and qualified.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Stephen W. Bershad...... 55 Chairman of the Board and Chief Executive Officer
Raymond F. Kunzmann..... 40 Vice President--Finance and Chief Financial Officer
Louis D. Mattielli...... 47 Vice President--General Counsel and Secretary
Kenneth F. Stern........ 37 Vice President--Corporate Development
Richard V. Howitt....... 53 Director; President of Teletrac
Anthony J. Fiorelli,
Jr..................... 67 Director
Eliot M. Fried.......... 64 Director
</TABLE>

Stephen W. Bershad has been Chairman of the Board and Chief Executive
Officer of the Company since he joined the Company in December 1986. Prior to
joining the Company, he was a Managing Director of Lehman Brothers and its
predecessor firms, where he held a series of senior management positions in
merchant banking and mergers and acquisitions. Mr. Bershad is a director of
Emcor Group, Inc., a construction management services company.

Raymond F. Kunzmann joined the Company in June 1994 and currently serves as
Vice President--Finance and Chief Financial Officer. Prior to joining the
Company, from January 1994 until May 1994, he was Group Controller at
Mannesmann Capital Corporation, a diversified manufacturing company, and, from
January 1987 until December 1993, was Controller and held other positions at
Lear Siegler, Inc., a diversified manufacturing/service company. Prior to
that, Mr. Kunzmann was employed by Deloitte, Haskins & Sells.

Louis D. Mattielli joined the Company in June 1997 as Vice President--
General Counsel and Secretary. Prior to joining the Company, Mr. Mattielli was
a consultant to Liberty Brokerage, Inc., an interdealer bond broker, from
September 1996 to May 1997. From June 1994 to September 1996, he was Senior
Vice President--General Counsel and Secretary of The Pullman Company, an
automotive manufacturing company. From September 1993 to June 1994, he was
Senior Vice President--Administration of and then consultant to Herzog, Heine
& Geduld, Inc., a broker dealer. From May to September 1993, he served as Vice
President and General Counsel of Hat Brands, Inc., an apparel company. Prior
to that, from January 1987 to May 1993, he was Vice President and General
Counsel of and then consultant to Lear Siegler, Inc.

Kenneth F. Stern joined the Company in October 1994 and currently serves as
Vice President--Corporate Development. Prior to joining the Company, from
December 1992 to October 1994, he was a management consultant specializing in
strategic planning and corporate development for technology companies at
Monitor Company, and, prior to December 1992, at Lorne Weil Inc., both of
which are consulting firms.

Richard V. Howitt has been a director of the Company since June 1997,
following the Company's acquisition of Teletrac. Mr. Howitt is a co-founder of
Teletrac and has been President of Teletrac for 18 years. Prior to his full-
time employment at Teletrac, he was a member of the technical staff and
Section Head of Optical Metrology at Santa Barbara Research Center. See
"Certain Transactions."

Anthony J. Fiorelli has been a director of the Company since February 1988.
Since January 1986, Mr. Fiorelli has been President of Strategic Management
Consulting Services, Inc., a management consulting firm.

36
<PAGE>

Eliot M. Fried has been a director of the Company since 1994. He is a
Managing Director of Lehman Brothers where he has been employed for 21 years
and is a member of its Investment Committee and Investment Banking Commitment
Committee. Mr. Fried is a director of Bridgeport Machines, Inc., EVI, Inc., an
oil services company, L-3 Communications Corporation, a communications
equipment company, and Walter Industries, Inc., a conglomerate of basic
industries.

There are no family relationships among any of the directors and executive
officers of the Company.

COMMITTEES OF THE BOARD

The Audit Committee, the Compensation Committee and the Stock Incentive Plan
Committee are the standing committees of the Board of Directors. The Audit
Committee reviews internal and external audit procedures of the Company.
Messrs. Fiorelli and Fried are members of the Audit Committee. The
Compensation Committee oversees compensation policies of the Company. Its
members are Messrs. Bershad and Fiorelli. The Stock Incentive Plan Committee
administers the Company's Long-Term Stock Incentive Plan and is comprised of
Messrs. Fiorelli and Fried. See "--Stock Incentive Plan."

DIRECTORS' COMPENSATION

The compensation of directors is fixed by the Board of Directors. Directors
who are not employees of the Company receive meeting fees of $2,500 for each
Board meeting attended and $1,000 for each committee meeting attended other
than in connection with a Board meeting. Directors are reimbursed for travel
and other expenses incurred in the performance of their duties. The Board of
Directors met four times during 1996. For information as to certain stock
options granted to Messrs. Fiorelli and Fried, see "--Stock Incentive Plan."

37
<PAGE>

EXECUTIVE COMPENSATION

The following table sets forth information concerning compensation for
services in all capacities awarded to, earned by or paid to the Company's
Chief Executive Officer and the other executive officers of the Company whose
aggregate cash compensation exceeded $100,000 (collectively, the "Named
Executives") during the years ended December 31, 1994, 1995 and 1996:

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
------------------- ------------
NUMBER OF
SECURITIES
UNDERLYING ALL OTHER
BONUS(1) OPTIONS(2) COMPENSATION(3)
NAME AND PRINCIPAL POSITION YEAR SALARY ($) ($) (#) ($)
- --------------------------- ---- ---------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Stephen W. Bershad(4)..... 1996 262,500 157,500 -- 7,576
Chairman of the Board and 1995 262,500 100,000 -- 6,258
Chief Executive Officer 1994 262,500 150,000 4,200 10,810
Elliot N. Konopko(5)...... 1996 210,673 82,875 -- 20,555
Vice President--General 1995 175,000 40,000 -- 6,521
Counsel and Secretary 1994 175,000 55,000 3,000 6,318
Raymond F. Kunzmann(6).... 1996 141,385 85,000 -- 10,603
Vice President--Finance 1995 120,635 45,000 -- 7,197
and Chief Financial
Officer 1994 70,000 28,000 4,000 2,721
Kenneth F. Stern(7)....... 1996 130,269 52,500 -- 10,439
Vice President-- 1995 120,000 25,000 -- 4,429
Corporate Development 1994 25,000 5,000 2,000 --
</TABLE>
- --------
(1) Reflects payments under the Company's Annual Incentive Plan, which is
described below.
(2) Reflects awards under the Company's Long-Term Stock Incentive Plan. See
"--Stock Incentive Plan."
(3) Reflects matching contributions under the Company's 401(k) Plans and
payments under the Company's executive health insurance plan and other
miscellaneous amounts. The Company's executive health insurance plan,
which covers only executive officers, provides for the reimbursement of
deductible and coinsurance amounts and certain medical expenses not
covered under the Company's basic medical plans. See "--401(k) Plans."
(4) Mr. Bershad's current annual base salary is $300,000.
(5) Mr. Konopko was Vice President--General Counsel and Secretary of the
Company from March 1990 until his resignation on June 18, 1997. Mr.
Mattielli, his successor, is employed at an annual base salary of
$175,000.
(6) Raymond F. Kunzmann joined the Company in June 1994.
(7) Kenneth F. Stern joined the Company in October 1994.

INCENTIVE PLANS

An Annual Incentive Plan and a Supplemental Revenue Growth Incentive Plan
have been established by the Company to provide additional incentive
compensation which is based on the Company's performance.

Under the Annual Incentive Plan, a payment may be made to many of the
Company's employees based on the achievement of certain consolidated or
individual business unit performance criteria, including, among other things,
operating income, bookings and return on investment. Distributions under this
plan are made in cash annually after the close of each fiscal year.

During 1996, the Board of Directors of the Company adopted a Supplemental
Revenue Growth Incentive Plan under which certain management employees of the
Company became eligible for future payments,

38
<PAGE>

contingent upon the Company achieving certain net sales growth objectives over
the three-year period 1996 to 1998. Awards will be earned following the
conclusion of any fiscal year where net sales growth, adjusted to take into
account structural changes such as acquisitions and dispositions, over the
higher of (i) net sales for a base period which in general reflects 1995 net
sales and (ii) the highest net sales for any subsequent fiscal year, is at
least equal to the targeted growth percentage established by the Company's
Chief Executive Officer. If net sales growth exceeds the targeted growth
percentage in any given year within the three-year period, a participant
receives a two percent increase in his award for that year for each one
percent increase in net sales growth for that year over the targeted growth
percentage. Incentive compensation earned for any year under this plan vests
in one-third increments 12 months, 24 months and 36 months after the date of
the grant and is paid at each vesting date in shares of Common Stock or, in
certain circumstances, in cash. The number of shares of Common Stock earned
for any year is determined by dividing the dollar value of the award earned in
that year by the price of the Common Stock on the last day of the year for
which the award was earned.

The table below sets forth certain information relating to grants to the
Named Executives under the Supplemental Revenue Growth Incentive Plan.

<TABLE>
<CAPTION>
PERFORMANCE OR ESTIMATED FUTURE PAYOUTS UNDER
NUMBER OF OTHER PERIOD NON-STOCK PRICE BASED PLANS
SHARES, UNITS OR UNTIL MATURATION ------------------------------------
NAME OTHER RIGHTS (1) OR PAYOUT THRESHOLD TARGET MAXIMUM(1)
- ---- ---------------- ---------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Stephen W. Bershad...... 1996-1998 $ 90,000 $ 90,000
Raymond F. Kunzmann..... 1996-1998 43,500 43,500
Kenneth F. Stern........ 1996-1998 40,500 40,500
</TABLE>
- --------
(1) See discussion above.

TELETRAC, INC. MANAGEMENT INCENTIVE COMPENSATION PLAN

Under the Teletrac, Inc. Management Incentive Compensation Plan (the
"Teletrac Plan"), Teletrac may make certain cash bonus awards ("Awards") to
employees of Teletrac who are senior officers, members of senior management or
key employees and consultants to Teletrac. The purpose of the Teletrac Plan is
to advance the best interest of Teletrac and the Company by providing eligible
employees with additional incentives to promote the success of Teletrac's
business, to increase their vested interest in the success of Teletrac's
business and to encourage them to remain employees of Teletrac. The Teletrac
Plan was ratified and approved by Teletrac's shareholders on May 30, 1997.
Under the Teletrac Plan, Teletrac must establish incentive compensation pools
("Incentive Compensation Pools") for each of the fiscal years ending December
31, 1997 and December 31, 1998 and the thirteen-month period ending January
31, 2000 (each an "Incentive Period") and, under certain circumstances,
additional incentive compensation pools ("Additional Incentive Compensation
Pools") for the same periods. The Incentive Compensation Pools and the
Additional Incentive Compensation Pools are determined based on a percentage
of the excess of "gross profits" (as defined in the Teletrac Plan) for each
Incentive Period over a base amount. The aggregate amount of the Incentive
Compensation Pools and the Additional Incentive Compensation Pools shall not
exceed $3.0 million and $1.1 million, respectively. Subject to the next
succeeding sentence, Mr. Howitt, the President of Teletrac and a director of
the Company, is entitled to a percentage of annual payments, not to exceed
43%, from the Incentive Compensation Pool and the Additional Incentive
Compensation Pool, if applicable, as determined by the committee administering
the Teletrac Plan. In addition, in accordance with employment agreements
between Teletrac and Messrs. Barker and Howitt, if such agreements are
terminated for certain reasons, each of them will be entitled to receive an
Award of 40% of all amounts payable to them under the Teletrac Plan after such
termination date. The Teletrac Plan is administered by a committee comprised
solely of Mr. Howitt as long as he is President and a full-time employee of
Teletrac and, in the event Mr. Howitt shall cease to be the President and a
full-time employee of Teletrac, by David Barker as long as he is Vice
President--Research and Development and at least a half-time employee of
Teletrac and thereafter by individuals appointed by the Board of Directors of
Teletrac. Subject to certain exceptions, including exceptions for amendments
that adversely affect a participant's right (without consent) to receive
Awards under the Teletrac Plan, the Board of Directors of Teletrac may amend
the Teletrac Plan from time to time or suspend or terminate it entirely. In
the event Teletrac sells all or substantially all of its assets, the

39
<PAGE>

participants in the Teletrac Plan are entitled to receive an amount equal to
$4.1 million less all amounts previously paid as Incentive Compensation Pools
and Additional Incentive Compensation Pools unless certain conditions are
satisfied. See "Certain Transactions."

STOCK INCENTIVE PLAN

The Company's Long-Term Stock Incentive Plan was approved by shareholders in
August 1991; it was then amended by the Board of Directors on September 18,
1997. Such proposed amendment will be submitted for approval to shareholders
for their vote at a special meeting to be held on October 14, 1997 (the "Stock
Incentive Plan"). The amendments, among other things, increase the number of
shares of Common Stock authorized for grant from 79,400 to 400,000 and make
certain awards under the Stock Incentive Plan qualify for favorable treatment
under Section 162(m) of the Internal Revenue Code of 1986. The Stock Incentive
Plan is administered by the Stock Incentive Plan Committee (the "Committee").
The Committee selects participants from among those executives and other
employees of the Company and its subsidiaries who materially contribute to the
success of the Company and determines the amounts, times, forms, terms and
conditions of grants.

Grants may be in the form of options to purchase shares of Common Stock,
stock appreciation rights, restricted stock and performance units
(collectively, "Stock Incentives"). Stock appreciation rights may be granted
on a "free-standing" basis or in conjunction with all or a portion of the
shares covered by an option. Stock Incentives are subject to such provisions
as the Committee determines and may be exercised at one time or in such
installments and at such prices over the balance of the exercise period as
determined by the Committee. The number of shares of Common Stock underlying
Stock Incentives granted per calendar year cannot exceed (i) for any executive
officer 60,000 shares of Common Stock and (ii) for any other eligible
participant 60,000 shares of Common Stock.

Each Stock Incentive is exercisable, upon vesting, in whole or in part,
prior to its cancellation or termination, by written notice to the Company. If
any option is being exercised, such notice must be accompanied by payment in
full of the purchase price in cash or, if acceptable to the Committee, shares
of Common Stock or a combination thereof. Stock Incentives are not
transferable except by will or by laws of descent and distribution.

In general, each Stock Incentive will terminate upon the earlier of (i) the
date fixed by the Committee when the Stock Incentive is granted or (ii) unless
determined otherwise by the Committee, 90 days after the participant's
termination of employment other than for cause, to the extent the Stock
Incentive was then exercisable. In the event of termination due to death or
disability, the Stock Incentive may be exercised to the extent then
exercisable for a period of one year from such termination. If a participant's
employment is terminated for cause, his or her ability to exercise any Stock
Incentive is immediately terminated.

The Company may make loans to such participants as the Committee, in its
discretion, may determine in connection with the exercise of options in an
amount up to the exercise price of the option plus any applicable withholding
taxes. In no event may any such loan exceed the fair market value, at the date
of exercise, of the shares covered by the option exercised.

Upon a change of control, the Stock Incentives which are outstanding on the
date of such change of control and are not then exercisable may become
immediately exercisable. With respect to the Stock Incentives intended to
qualify as performance-based compensation under Section 162(m) of the Internal
Revenue Code, the Committee must set forth and define in each Stock Incentive
agreement the terms or events upon which the vesting or exercisability of the
Stock Incentives will accelerate. With respect to Stock Incentives not
intended to so qualify, the Committee may exercise sole discretion to
accelerate vesting or exercisability upon the occurrence of a change of
control as defined by the Committee. With respect to options outstanding prior
to the amendment of the Stock Incentive Plan, upon a change of control, such
options then outstanding but which are not then exercisable will, for a period
of 60 days following such change of control, become immediately and fully
exercisable.

40
<PAGE>

1996 Fiscal Year-End Option Values

The following table sets forth certain information regarding the year-end
number and value of unexercised stock options granted pursuant to the Stock
Incentive Plan as of December 31, 1996 held by the Named Executives. No
options were granted to or exercised by such Named Executives during 1996:

<TABLE>
<CAPTION>
FISCAL YEAR-END OPTION VALUES
---------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS AT FISCAL
AT FISCAL YEAR-END (#) YEAR-END ($)(1)
------------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Stephen W. Bershad...... 2,940 1,260 20,874 8,946
Raymond F. Kunzmann..... 2,800 1,200 21,000 9,000
Elliot N. Konopko(2).... 8,100 900 60,750 6,750
Kenneth F. Stern........ 1,400 600 10,500 4,500
</TABLE>
- --------
(1) Market value of underlying securities at December 31, 1996 based on a per
share value of $11.25 less the aggregate exercise price.
(2) Mr. Konopko was Vice President--General Counsel and Secretary of the
Company from March 1990 until his resignation on June 18, 1997. On June 2,
1997, Mr. Konopko exercised all his 9,000 options for an aggregate
exercise amount of $33,750.

Stock Option Grants in 1997 (through June 30, 1997)

The following table sets forth certain information concerning individual
grants of stock options granted pursuant to the Stock Incentive Plan during
1997 (through June 30) to the Named Executives and to Mr. Mattielli. Except as
set forth in the footnote to the foregoing table, no options were exercised in
that period by such executive officers.

<TABLE>
<CAPTION>
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS GRANTED
UNDERLYING TO EMPLOYEES EXERCISE OR
OPTIONS (THROUGH BASE PRICE
NAME GRANTED (#)(1) JUNE 30, 1997) ($/SH) EXPIRATION DATE
- ---- -------------- ---------------- ----------- ---------------
<S> <C> <C> <C> <C>
Stephen W. Bershad...... 8,400(2) 22.6 4.15 2/11/2002
2,000 9.5 16.50 2/11/2002
Raymond F. Kunzmann..... 2,000 9.5 15.00 2/11/2007
Elliot N. Konopko(3).... 2,000 9.5 15.00 2/11/2007
Louis D. Mattielli...... 4,000 19.0 17.75 6/17/2007
Kenneth F. Stern........ 2,000 9.5 15.00 2/11/2007
</TABLE>
- --------
(1) These options are exercisable to the extent of 40% thereof after one year
from the date of grant and an additional 30% at the end of each year
thereafter.
(2) Represents the extension of options which were originally granted in
September 1991.
(3) These options were forfeited as a result of Mr. Konopko's resignation on
June 18, 1997.

In 1997, each of Messrs. Fried and Fiorelli also were granted options to
purchase 2,000 shares of Common Stock at an exercise price of $15.00 per share
with an expiration date of February 11, 2007, which were fully vested at the
date of grant.

41
<PAGE>

401(K) PLANS

The Company currently maintains several 401(k) salary reduction plans (the
"401(k) Plans") which are intended to qualify under Sections 401(a) and 401(k)
of the Internal Revenue Code of 1986. Generally, all employees who are not
members of collective bargaining groups and who are 21 years of age or older
are eligible to participate in a 401(k) Plan on the first calendar day of the
month immediately following the month in which they complete 1,000 hours of
service. All eligible executive officers have elected to participate in a
401(k) Plan.

Eligible employees electing to participate in a 401(k) Plan may defer a
portion of their compensation on a pre-tax basis, by contributing a percentage
thereof to the 401(k) Plan. The minimum contribution ranges from one to three
percent of annual gross pay. The maximum is prescribed in the Tax Reform Act
of 1986. The limit for 1996 was $9,500 and will be $9,500 in 1997. The Company
made matching contributions ranging from up to four to five percent of the
employee's gross earnings in 1996. Eligible employees who elect to participate
in a 401(k) Plan are generally vested in the Company's matching contribution,
which may be in shares of Common Stock, according to the following schedule:
less than one year of service-0%; one year of service-20%; two years of
service,-40%; three years of service-60%; four years of service-80%; and five
years of service-100%.

TERMINATED PENSION PLAN

The Company has a defined benefit pension plan which was terminated on July
31, 1989. The estimated annual benefits payable upon retirement to Mr.
Bershad, the only executive officer participating in such plan, are $22,121,
assuming retirement at age 65.

INDEMNIFICATION AGREEMENTS

The Company has entered into indemnification agreements with its directors
and certain officers in order to induce them to continue to serve as directors
and officers of the Company, indemnifying them for any and all liabilities
incurred by them arising out of their service as directors or officers, other
than liabilities arising out of conduct which has been determined in a final
adjudication to constitute bad faith or a knowing violation of law or receipt
by such person of an improper personal benefit. The rights to indemnification
under such agreements are in addition to any rights to indemnification
contained in the Company's Certificate of Incorporation or By-Laws, which
provide for indemnification under certain circumstances.

SEVERANCE AGREEMENTS

The Company has entered into severance agreements with each of Messrs.
Kunzmann and Stern dated June 10, 1996. Under each of these agreements, the
Company has agreed to pay each of Messrs. Kunzmann and Stern up to one year's
base compensation, in accordance with its customary payroll practices, and
certain other benefits in the event of their respective termination by the
Company other than for cause. However, such amounts would be reduced by any
salary received from another employer, if any, in the period concerned.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee is comprised of Messrs. Bershad, the Company's
Chairman of the Board and Chief Executive Officer, and Fiorelli. The Stock
Incentive Plan Committee is comprised of Messrs. Fiorelli and Fried. There are
no Compensation Committee interlocks between the Company and any other
entities involving the Company's executive officers and directors who serve as
executive officers of such entities.

KEY MAN INSURANCE

The Chairman of the Board and Chief Executive Officer is a key employee of
the Company and his contribution to the Company has been and will continue to
be a significant factor in the Company's success. The loss of his services
could adversely affect the Company's business, financial condition or results
of operations. The Company maintains, and is the beneficiary of, a life
insurance policy on his life. The face amount of such policy is $5.0 million.

42
<PAGE>

CERTAIN TRANSACTIONS

On May 30, 1997, the Company, Teletrac and Richard Howitt and the other
minority shareholders of Teletrac (collectively, the "Sellers") entered into a
Stock Purchase Agreement pursuant to which the Sellers sold 177,937 Teletrac
shares to the Company for a purchase price of approximately $7.7 million and
the issuance of 153,000 shares of Common Stock, 53,000 of which were issued at
closing. The Company was granted the right to acquire the remaining 29,880
shares of Teletrac's capital stock retained by the Sellers in exchange for
100,000 shares of Common Stock issuable pursuant to the Stockholder Agreement
described below. Mr. Howitt, who was elected director of the Company following
the closing of the transaction, sold 82,053 Teletrac shares to the Company and
retained 5,229 shares. The 53,000 shares of Common Stock issued at closing are
subject to registration rights. See "Description of Capital Stock--
Registration Rights."

On May 30, 1997, the Company, on the one hand, and Richard Howitt and
certain other Teletrac shareholders (collectively, the "Minority
Shareholders"), on the other hand, entered into a stockholder agreement (the
"Stockholder Agreement") relating to the 29,880 Teletrac shares retained by
the Minority Shareholders. Pursuant to the Stockholder Agreement, the Minority
Shareholders have the option, exercisable on written notice to the Company, to
elect to sell any remaining Teletrac shares to the Company in exchange for an
aggregate of 100,000 shares of the Company's Common Stock (3.3467 shares of
the Company's Common Stock for each Teletrac share) for a period of three
years from the date of the Stockholder Agreement. In addition, pursuant to the
terms of the Stockholder Agreement, the Company has the option, exercisable on
written notice to each Minority Shareholder, to elect to purchase the Minority
Shareholders' Teletrac shares, in exchange for an aggregate of 100,000 shares
of the Company's Common Stock (3.3467 shares of the Company's Common Stock for
each Teletrac share) at any time after three years from the date of the
Stockholder Agreement or, on a prior date, upon certain other circumstances.
Such shares of Common Stock, when issued, will be entitled to certain
registration rights. Mr. Howitt's retained shares are exchangeable for 17,500
shares of Common Stock. Under the Stockholder Agreement, the Company was
appointed as proxy to vote the Teletrac shares retained by the Minority
Shareholders until May 30, 2007. See "Description of Capital Stock--
Registration Rights" and "Shares Eligible for Future Sale."

In connection with the purchase of Teletrac, Teletrac entered into an
employment agreement with Mr. Howitt dated May 30, 1997 (the "Employment
Agreement") and Mr. Howitt executed a Non-Competition Agreement in favor of
the Company dated as of the same date. Pursuant to the terms of such Non-
Competition Agreement, Mr. Howitt has agreed not to compete with or solicit
customers or employees from the Company for a period of six years expiring in
June 2003.

Pursuant to the terms of the Employment Agreement, Mr. Howitt is entitled to
receive an annual salary of $225,000 and a bonus for the next three fiscal
years in accordance with the terms of the Teletrac Plan as determined by the
committee administering the Teletrac Plan. Mr. Howitt's employment is for a
period of three years expiring June 1, 2000. Under the terms of the Employment
Agreement, Teletrac may terminate Mr. Howitt's employment upon Mr. Howitt's
death or "disability" or for "cause," and Mr. Howitt may terminate his
employment with Teletrac at any time without Teletrac's consent or for "good
reason" (as such terms are defined in the Employment Agreement). If the
Employment Agreement is terminated by death, or by Teletrac for "disability"
or "cause" or by Mr. Howitt without "good reason," Teletrac is obligated to
pay Mr. Howitt (or his estate) all amounts earned but not paid to such
termination date and certain other benefits accrued to such termination date
pursuant to Teletrac's benefit plans. If the Employment Agreement is
terminated by the Company other than for "disability" or "cause" or by Mr.
Howitt with "good reason," Mr. Howitt will be entitled to receive all amounts
earned and not paid to such termination date, the salary payable after such
termination date for the balance of the term of the Employment Agreement,
40.0% of any amounts payable after such termination date pursuant to the
Teletrac Plan and certain medical, dental and insurance benefits during the
balance of the term of the Employment Agreement. Throughout his employment,
Mr. Howitt is bound by a covenant not to compete with Teletrac and not to
disclose "confidential information" (as defined in the Employment Agreement).
See "Management--Teletrac's Management Incentive Compensation Plan."

43
<PAGE>

The Company maintains a banking relationship with Banque Paribas ("Paribas")
and certain of its affiliates. In addition, Paribas and Paribas Principal,
Inc. ("PPI") hold warrants to purchase shares of the Company's Common Stock
which are anticipated to be exercised, and the resulting shares of Common
Stock sold, in connection with this Offering. The Company is, in general,
required to pay all fees, costs and expenses of this Offering relating to
Paribas and PPI, other than underwriting commissions. See "Use of Proceeds,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity," "Principal and Selling Shareholders" and "Description
of Capital Stock--Warrants."

44
<PAGE>

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth, as of August 11, 1997 and as adjusted to
reflect the sale of the shares of Common Stock offered hereby, certain
information with respect to the beneficial ownership of the Common Stock of
the Company by (i) each person known to the Company to own 5.0% or more of the
outstanding shares of Common Stock, (ii) each of the Company's directors,
(iii) each of the Named Executives, (iv) all of the directors and executive
officers as a group, and (v) the Selling Shareholders.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
PRIOR TO OFFERING(1) NUMBER AFTER THE OFFERING(1)
------------------------------ OF SHARES ------------------------------
NAME NUMBER PERCENT(2) BEING OFFERED NUMBER PERCENT(2)
- ---- --------------- -------------- ------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Stephen W. Bershad(3)....... 1,256,371 39.8% -- 1,256,371 29.8%
Raymond F. Kunzmann(4)...... 4,000 * -- 4,000 *
Elliot N. Konopko(5)........ 9,000 * -- 9,000 *
Louis D. Mattielli.......... -- -- -- -- --
Kenneth F. Stern(6)......... 8,000 * -- 8,000 *
Richard V. Howitt(7)........ 39,760 1.3 -- 39,760 *
Anthony J. Fiorelli,
Jr.(8)..................... 15,885 * -- 15,885 *
Eliot M. Fried(9)........... 2,000 * -- 2,000 *
All officers and directors
as a
group (7
persons)(3)(4)(6)(7)(8)(9).. 1,326,016 41.9 -- 1,326,016 31.3
Lehman Electric Inc.(10).... 463,741 14.7 463,741 -- --
World Financial Center
200 Vesey Street
New York, NY 10285
Paribas Principal, Inc. and
Banque Paribas(11)......... 288,540 8.4 288,540 -- --
787 Seventh Avenue
New York, NY 10019
John W. Gildea(12).......... 154,500 4.9 -- 154,500 3.7
c/o Gildea Management Co.
115 East Putnam Avenue
Greenwich, CT 06830
Axsys Technologies, Inc.
401(k) Plan(13)............ 244,995 7.8 -- 244,995 5.8
Axsys Technologies, Inc.
645 Madison Avenue
New York, NY 10022
DLJ First ESC L.L.C.(14).... 20,000 * 20,000 -- --
CIT Group/Credit Finance,
Inc.(15)................... 6,269 * 6,269 -- --
</TABLE>
- --------
* Less than 1%.
(1) Except as set forth in the footnotes to this table and subject to
applicable community property law, the persons named in the table have
sole voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by such shareholder.
(2) Applicable ownership percentage is based on 3,148,381 shares of Common
Stock, consisting of 3,048,381 shares outstanding on August 11, 1997 and
100,000 shares issuable to the Teletrac Minority Shareholders, and
4,213,190 shares of Common Stock outstanding after the completion of this
Offering.

45
<PAGE>

(3) Includes 7,560 shares of Common Stock underlying options which are
exercisable as of August 11, 1997 or within 60 days after such date. Also
includes 590,764 shares of Common Stock owned directly by SWB Holding
Corporation. Mr. Bershad is the sole shareholder and Chairman of SWB
Holding Corporation. Accordingly, Mr. Bershad is the beneficial owner of
such shares. Also includes 658,047 shares of Common Stock owned by Mr.
Bershad directly. Mr. Bershad's address is 645 Madison Avenue, New York,
NY 10022. Excludes 5,511 shares representing his interest in the 401(k)
Plan.
(4) Represents 4,000 shares of Common Stock underlying options which are
exercisable as of August 11, 1997 or within 60 days after such date.
Excludes 1,973 shares representing his interest in the 401(k) Plan.
(5) Excludes 5,839 shares representing his interest in the 401(k) Plan.
(6) Includes 2,000 shares of Common Stock underlying options which are
exercisable as of August 11, 1997 or within 60 days after such date.
Excludes 1,182 shares representing his interest in the 401(k) Plan.
(7) Represents 22,260 shares of Common Stock received by Mr. Howitt in the
Teletrac acquisition and 17,500 representing Mr. Howitt's proportional
interest in the 100,000 shares issuable to the Minority Shareholders.
(8) Includes 2,000 shares of Common Stock underlying options which are
exercisable as of August 11, 1997 or within 60 days after such date.
(9) Represents 2,000 shares of Common Stock underlying options which are
exercisable as of August 11, 1997 or within 60 days after such date.
(10) Lehman Electric Inc., a Delaware corporation ("Lehman Electric"), is an
investment vehicle. Lehman Brothers Inc., a Delaware corporation ("Lehman
Brothers"), is a registered broker-dealer. Lehman Brothers Group Inc., a
Delaware corporation ("Group"), is a holding company and parent of Lehman
Electric. Lehman Brothers Holdings Inc., a Delaware corporation
("Holdings"), through its domestic and foreign subsidiaries, is a full-
line securities firm. It is the immediate parent of Lehman Brothers and
Group. The foregoing entities (other than Lehman Brothers) may be deemed
to beneficially own the 463,741 shares of Common Stock directly owned by
Lehman Electric. In the ordinary course of its business on behalf of its
customers, Lehman Brothers may purchase and sell shares of Common Stock.
(11) Consists of a warrant to purchase 133,262 shares of Common Stock,
exercisable at $0.05 per share, granted to Paribas and a warrant to
purchase 155,278 shares of Common Stock, exercisable at $6.25 per share,
granted to PPI. PPI is a New York corporation and Paribas is a banking
corporation organized under the laws of the Republic of France which
maintains branches in a number of jurisdictions, and which is acting
through its Grand Cayman Branch in connection with its investment in the
Company. The principal business of PPI, a wholly-owned subsidiary of
Paribas and a small business investment company licensed by the Small
Business Administration pursuant to the Small Business Investment Act of
1958, as amended, is that of making debt and equity investments in "small
concerns" (as defined under the regulations of the Small Business
Administration). Paribas is a subsidiary of Compagnie Financiere de
Paribas ("Compagnie Financiere"), a diversified holding company organized
under the laws of the Republic of France. The operating subsidiaries of
Compagnie Financiere engage in a wide variety of banking, financial
services, manufacturing, trading, development and related activities.
Through its Grand Cayman Branch, which is licensed under the laws of the
jurisdiction to engage in banking activities, Paribas engages in lending
activities, acceptance of deposits, international trade financing and
trading activities and serves as agent for various banks under the Credit
Facility. Each of Paribas and PPI may be deemed to beneficially own the
shares held by the other.
(12) Includes 139,500 shares of Common Stock beneficially owned by Net Fund
III as to which shares Gildea Management Co., a Delaware corporation, has
dispositive power by virtue of an investment advisory agreement. Mr.
Gildea is the Chairman of the Board of Directors, Chief Executive
Officer, President and sole shareholder of Gildea Management Co., and as
such may be deemed beneficial owner of the shares owned by Gildea
Management Co. Mr. Gildea also owns 15,000 shares of Common Stock in his
individual capacity.
(13) Messrs. Kunzmann and Mattielli are the sole trustees of the Company's
401(k) Plan and may be deemed to beneficially own such shares, although
each of them disclaims beneficial ownership thereof, except to the extent
of his interest therein.
(14) Consists of a warrant to purchase 20,000 shares of Common Stock,
exercisable at $6.25 per share.
(15) Consists of a warrant to purchase 6,269 shares of Common Stock,
exercisable at $1.70 per share.

46
<PAGE>

DESCRIPTION OF CAPITAL STOCK

As of the date of this Prospectus, the Company's authorized capital stock
will consist of 30,000,000 shares of Common Stock, par value $0.01 per share,
and 4,000,000 shares of undesignated Preferred Stock, $0.01 par value per
share. At August 11, 1997, there were 3,048,381 shares of Common Stock issued
and outstanding and held of record by shareholders and 100,000 shares
deemed to be outstanding, issuable to Teletrac's Minority Shareholders. There
are no shares of Preferred Stock designated or issued.

The following statements are brief summaries of certain provisions with
respect to the Company's capital stock contained in its Certificate of
Incorporation and By-Laws, copies of which are incorporated by reference as
exhibits to the Registration Statement. The following summary is qualified in
its entirety by reference thereto.

COMMON STOCK

Holders of shares of Common Stock are entitled to one vote for each share
held of record on matters to be voted on by the shareholders of the Company.
Subject to the rights of preferred shareholders, if any, holders of shares of
Common Stock will be entitled to receive dividends when, as and if declared by
the Board of Directors and to share ratably in the assets of the Company
legally available for distribution to its shareholders in the event of the
liquidation, dissolution or winding-up of the Company. Holders of Common Stock
have no preemptive, subscription, redemption or conversion rights. All of the
issued and outstanding shares of Common Stock are, and all shares of Common
Stock to be sold in this Offering will be, duly authorized, validly issued,
fully paid and nonassessable.

PREFERRED STOCK

The Company's Board of Directors may without further action by the Company's
shareholders, from time to time, direct the issuance of any authorized, but
unissued or unreserved shares of Preferred Stock in series and may, at the
time of issuance, determine the rights, preferences and limitations of each
series. The holders of Preferred Stock may be entitled to receive a preference
payment in the event of any liquidation, dissolution or winding-up of the
Company before any payment is made to the holders of the Common Stock. The
Board of Directors could issue Preferred Stock with voting and other rights
that could adversely affect the voting power of the holders of Common Stock
and could have certain anti-takeover effects. The Company has no present plans
to issue any shares of Preferred Stock.

WARRANTS

The Company currently has issued and outstanding four warrants to purchase
shares of Common Stock as follows:

<TABLE>
<CAPTION>
NAME OF HOLDER ISSUANCE DATE EXPIRATION DATE EXERCISE PRICE ISSUABLE COMMON STOCK
- -------------- ------------- --------------- -------------- ---------------------
<S> <C> <C> <C> <C>
Paribas Principal,
Inc.(1)................ 4/25/96 4/25/06 $6.25 155,278
Banque Paribas(1)....... 4/25/96 4/25/06 0.05 133,262
DLJ First ESC L.L.C..... 4/25/96 4/25/06 6.25 20,000
CIT Group/Credit
Finance, Inc........... 7/20/94 7/20/04 1.70 6,269
</TABLE>
- --------
(1) Warrants issued pursuant to a Warrant Purchase Agreement dated as of April
25, 1996 among the Company, PPI and Paribas.

In connection with this Offering, it is anticipated that these warrants will
be exercised in full, and the shares of Common Stock acquired upon exercise
will be sold in this Offering. Upon such exercise, the Company will receive
approximately $1.1 million. In general, the Company is required to pay all
fees, costs and expenses of this Offering, other than underwriting
commissions, relating to the shares of Common Stock being sold by the holders
of the warrants. See "Use of Proceeds" and "Principal and Selling
Shareholders."

47
<PAGE>

The Warrant Purchase Agreement dated as of April 15, 1996 among the Company,
PPI and Paribas, provides that, in the event the Company issues Common Stock,
rights, options, or warrants to subscribe for, or purchase, or other securities
exchangeable for or convertible into (the "rights"), shares of Common Stock
other than if made as a distribution or dividend to all holders of Common
Stock, Paribas and PPI have the right to purchase on a pro rata basis such
Common Stock or rights. Such right was waived in connection with this Offering.
The aforementioned right does not apply to issuances of Common Stock or rights
(i) for consideration other than cash, (ii) in connection with certain debt
financings, or (iii) subject to certain limitations, upon the exercise of
options granted to directors and employees of the Company. Paribas and PPI are
also entitled to have up to two representatives attend all meetings of the
Board of Directors. The rights described in this paragraph will terminate upon
consummation of this Offering.

REGISTRATION RIGHTS

Pursuant to the Stock Purchase Agreement relating to Teletrac, until May 17,
1998, Messrs. Howitt and Barker may request that the Company file a
registration statement covering the resale of the 53,000 shares of Common Stock
issued at closing. Pursuant to the Stockholder Agreement, the holders of shares
of Teletrac, except the Company, have the right, upon request of Messrs. Howitt
and another Minority Shareholder, to require the Company to register under the
Securities Act shares of Common Stock which they may receive pursuant to the
put or call rights contained therein. In general, all fees, costs and expenses
of any such registration will be borne by the Company. See "Shares Eligible for
Future Sale."

LIMITATION OF DIRECTOR LIABILITY

The Certificate of Incorporation of the Company limits the liability of
directors of the Company to the Company and its shareholders to the fullest
extent permitted by Delaware law. Specifically, directors of the Company will
not be personally liable for money damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL, which concerns unlawful payments of
dividends, stock purchases or redemptions, or (iv) for any transaction from
which the director derived an improper personal benefit.

DELAWARE LAW AND CERTAIN CHARTER AND BY-LAW PROVISIONS

Delaware Law

The Company is subject to the provisions of Section 203 ("Section 203") of
the DGCL. In general, Section 203 prohibits a publicly-held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless the business
combination is approved in a prescribed manner. A "business combination"
includes a merger, asset sale or other transaction resulting in a financial
benefit to the interested stockholder. An "interested stockholder" is a person
who, together with affiliates and associates, owns (or, in certain cases,
within three years prior, did own) 15% or more of the corporation's voting
stock. Under Section 203, a business combination between the Company and an
interested stockholder is prohibited unless it satisfies one of the following
conditions: (i) the Company's Board of Directors must have previously approved
either the business combination or the transaction that resulted in the
stockholder becoming an interested stockholder, or (ii) upon consummation of
the transaction that resulted in the stockholder becoming an interested
stockholder; the interested stockholder owned at least 85% of the voting stock
of the Company outstanding at the time the transaction commenced (excluding,
for purposes of determining the number of shares outstanding, shares owned by
(a) persons who are directors and also officers and (b) employee stock plans,
in certain instances); or (iii) the business combination is approved by the
Board of Directors and authorized at an annual or special meeting of the
shareholders by the affirmative vote of at least 66 2/3% of the outstanding
voting stock which is not owned by the interested stockholder.

48
<PAGE>

Special Meetings

The By-Laws provide that special meetings of shareholders for any purpose or
purposes can be called only upon the request of the Chairman of the Board or
the written consent of three-quarters of the entire Board.

Number of Directors; Removal; Filling Vacancies

Subject to any rights of holders of Preferred Stock to elect additional
directors under specified circumstances, the By-Laws provide that the number
of directors shall be not less than two nor more than 12; provided, however,
that no decrease in the number of directors shall have the effect of
shortening the term of any incumbent director. Any vacancy occurring in the
Board caused by death, resignation, removal or otherwise, and any newly
created directorship resulting from an increase in the number of directors,
may be filled only by the affirmative vote of at least a majority of the
directors then in office, although such directors are less than a quorum, or
by the sole remaining director. Furthermore, the By-Laws provide that any one
or more of the directors of the Company may be removed from office only for
cause and only by the affirmative vote of three-quarters of the entire Board
of Directors or by the affirmative vote of two-thirds of the votes represented
by the issued and outstanding shares of the Company entitled to vote at a
meeting called for such purpose.

The provisions of the By-Laws governing removal may have the effect of
discouraging a third party from initiating a proxy contest, making a tender
offer or otherwise attempting to gain control of the Company, or of attempting
to change the composition or policies of the Board of Directors, even though
such attempt might be beneficial to the Company or its shareholders. These
provisions of the By-Laws could thus increase the likelihood that incumbent
directors will retain their positions.

Amendment of Company By-Laws

In order to adopt, repeal, alter or amend the provisions set forth therein,
the By-Laws require the unanimous written consent action of all directors or
the affirmative vote of a majority of the entire Board of Directors acting at
a regular or special meeting called by written notice, which written notice
shall include notice of the proposed action to amend the By-Laws, or by the
affirmative vote of a majority of votes represented by the issued and
outstanding shares of the Company entitled to vote at a meeting called for
such purpose.

Advance Notice Provisions for Stockholder Nominations and Proposals

The By-Laws establish an advance notice procedure for shareholders to make
nominations of candidates for election as director, or to bring other business
before an annual or special meeting of shareholders of the Company. The By-
Laws provide that only persons nominated by, or at the direction of a majority
of the Board of Directors, or by a stockholder who has given timely written
notice to the Secretary of the Company prior to the meeting at which directors
are to be elected, will be eligible for election as directors of the Company.
Furthermore, the By-Laws provide that at an annual meeting, only such business
may be conducted as has been brought before the meeting by, or at the
direction of, a majority of the Board of Directors or by a stockholder who has
given timely written notice to the Secretary of the Company of such
stockholder's intention to bring such business before such meeting. Under the
By-Laws, to be timely, notice of stockholder nominations or proposals to be
made at an annual or special meeting must be received by the Company not less
than 60 days nor more than 90 days prior to the scheduled date of the meeting
(or, if less than 70 days' notice or prior public disclosure of the date of
the meeting is given, the 10th day following the earlier of (i) the day such
notice was mailed or (ii) the day such public disclosure was made).

Under the By-Laws, a stockholder's notice to the Company proposing to
nominate a person for election as a director must contain certain information
about the nominating stockholder and the proposed nominee. Similarly, a
stockholder's notice relating to the conduct of business other than the
nomination of directors must contain certain information about such business
and about the proposing stockholder. If a majority of the directors determine
that a person was not nominated, or if the Chairman of the Board or other
presiding officer determines that other business was not brought before the
meeting, in accordance with the By-Laws, such person will not be eligible for
election as a director, or such business will not be conducted at such
meeting, as the case may be.

49
<PAGE>

By requiring advance notice of nominations by shareholders, the By-Laws
afford the Board an opportunity to consider the qualifications of the proposed
nominee and, to the extent deemed necessary or desirable by the Board, to
inform shareholders about such qualifications. By requiring advance notice of
other proposed business, the By-Laws also provide an orderly procedure for
conducting annual meetings of shareholders and, to the extent deemed necessary
or desirable by the Board, provides the Board with an opportunity to inform
shareholders, prior to such meetings, of any business proposed to be conducted
at such meetings, together with any recommendations as to the Board's position
regarding action to be taken with respect to such business, so that
shareholders can better decide whether to attend such a meeting or to grant a
proxy regarding the disposition of any such business.

Although the Certificate of Incorporation does not give the Board any power
to approve or disapprove stockholder nominations of the election of directors
or proposals for action, the foregoing provisions may have the effect of
precluding a contest for the election of directors or the consideration of
stockholder proposals if the proper procedures are not followed, and of
discouraging or deterring a third party from conducting a solicitation of
proxies to elect its own slate of directors or to approve its own proposal,
without regard to whether consideration of such nominees or proposals might be
harmful or beneficial to the Company and its shareholders.

Unanimous Written Consent Provisions

The Certificate of Incorporation provides that any action required or
permitted to be taken by the holders of Common Stock at any meeting of
shareholders of the Company may be taken without a meeting only by unanimous
written consent signed by the holders of all the outstanding shares of Common
Stock.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is Chase Mellon
Shareholder Services.

50
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Immediately following the consummation of this Offering and based on shares
outstanding as of August 11, 1997, there will be 4,113,190 shares of Common
Stock issued and outstanding, excluding the 100,000 shares issuable in
connection with the Teletrac acquisition. Of these, the 1,528,550 shares of
Common Stock sold in this Offering and 1,017,949 shares of Common Stock will
be freely transferable and tradeable in the United States (except for shares
held by affiliates of the Company) without restriction or further registration
under the Securities Act and 244,995 shares will be held by the Company's
401(k) Plan. The remaining 1,321,696 shares of Common Stock outstanding may
not be sold in the absence of registration under the Securities Act unless an
exemption from registration is available, including the exemption afforded by
Rule 144. These 1,321,696 shares consist of 1,248,811 shares of Common Stock
owned, directly or indirectly, by Mr. Bershad, an aggregate of 19,885 shares
held by officers and directors of the Company, other than Messrs. Bershad and
Howitt, and 53,000 shares issued in connection with the Teletrac acquisition
(the "Teletrac Acquisition Shares"). The holders of 1,290,956 of such shares
are subject to certain "lock-up" arrangements pursuant to which each has
agreed not to sell or otherwise dispose of any of such Common Stock for a
period of 120 days following the date of this Prospectus without the prior
written consent of Montgomery Securities. After such period, 1,268,696 of such
shares of Common Stock will be eligible for resale in the public market
without registration, subject to certain volume and other limitations,
pursuant to Rule 144. The Teletrac Acquisition Shares will become eligible for
resale in the public market pursuant to Rule 144 on June 1, 1998. In addition,
the 100,000 shares issuable in the future under the Teletrac acquisition, as
described below, to the Teletrac Minority Shareholders will, upon issuance be
"restricted securities" under Rule 144.

Rule 144, as currently in effect, provides that an affiliate of the Company
or a person (or persons whose sales are aggregated) who has beneficially owned
restricted securities for at least one year but less than two years is
entitled to sell, within any three-month period, a number of shares that does
not exceed the greater of one percent of the then outstanding shares of Common
Stock (41,131 shares immediately after this Offering) or the average weekly
trading volume in the Common Stock during the four calendar weeks preceding
such sale. Sales under Rule 144 also are subject to certain manner-of-sale
provisions, notice requirements and the availability of current public
information about the Company. However, a person who is not an "affiliate" of
the Company at any time during the three months preceding a sale, and who has
beneficially owned restricted securities for at least two years, is entitled
to sell such shares under Rule 144 without regard to the limitations described
above.

Pursuant to the terms of the Stockholder Agreement, the Minority
Shareholders have the right, under certain circumstances and subject to
certain conditions, to require the Company to register under the Securities
Act shares of Common Stock issuable to them. Pursuant to the terms of the
Stockholder Agreement, the Minority Shareholders have the option, exercisable
on written notice to the Company, to elect to sell any remaining Teletrac
shares to the Company in exchange for an aggregate of 100,000 shares of the
Company's Common Stock (3.3467 shares of the Company's Common Stock for each
Teletrac share) for a period of three years from the date of the Stockholder
Agreement (the "Put Rights"). In addition, pursuant to the terms of the
Stockholder Agreement, the Company has the option, exercisable on written
notice to each Minority Shareholder, to elect to purchase each Minority
Shareholder's Teletrac shares, in exchange for an aggregate of 100,000 shares
of the Company's Common Stock (3.3467 shares of the Company's Common Stock for
each Teletrac share) at any time after three years from the date of the
Stockholder Agreement or, on a prior date, upon certain other circumstances
(the "Call Rights"). If the Put or Call Rights are exercised, the Company will
pay all expenses in connection with the registration under the Securities Act
of such shares made at the request of both Messrs. Richard Howitt and David
Barker, jointly, on behalf of themselves and the other Minority Shareholders.
The exercise by the Minority Shareholders of their registration rights could
adversely affect the market price of the Common Stock.

A total of 400,000 shares of Common Stock is reserved for issuance under the
Company's Long-Term Stock Incentive Plan under which options to purchase an
aggregate of 48,600 shares of Common Stock are outstanding.

51
<PAGE>

The holders of options to purchase 17,560 of such shares have agreed not to
sell or otherwise dispose of such shares for a period of 120 days from the
date of this Prospectus.

No predictions can be made as to the effect, if any, that sales of
securities or the availability of securities for sale will have on the market
price prevailing from time to time. Nevertheless, sales of substantial amounts
of the Common Stock in the public market, or the perception that such sales
could occur, could adversely affect the market price of the Common Stock and
could impair the Company's future ability to raise capital through an offering
of its equity securities. See "Risk Factors--Potential Adverse Impact of
Shares Available for Future Sale on Market Price for Common Stock."

52
<PAGE>

UNDERWRITING

The Underwriters named below (the "Underwriters") have severally agreed,
subject to the terms and conditions of the Underwriting Agreement (the
"Underwriting Agreement") by and among the Company, the Selling Shareholders
and the Underwriters, to purchase from the Company and the Selling
Shareholders the number of shares of Common Stock indicated below opposite
their respective names, at the public offering price less the underwriting
discount set forth on the cover page of this Prospectus. The Underwriting
Agreement provides that the obligations of the Underwriters are subject to
certain conditions precedent and that the Underwriters are committed to
purchase all of the shares of Common Stock, if they purchase any.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ---------
<S> <C>
Montgomery Securities...........................................
Furman Selz LLC.................................................
Oppenheimer & Co., Inc. ........................................
---------
Total......................................................... 1,528,550
=========
</TABLE>

The Underwriters have advised the Company and the Selling Shareholders that
they initially propose to offer the Common Stock to the public on the terms
set forth on the cover page of this Prospectus. The Underwriters may allow
selected dealers a concession of not more than $ per share; and the
Underwriters may allow, and such dealers may reallow, a concession of not more
than $ per share to certain other dealers. After the public offering, the
public offering price and other selling terms may be changed by the
Underwriters. The Common Stock is offered subject to receipt and acceptance by
the Underwriters, and to certain other conditions, including the right to
reject orders in whole or in part.

The Company has granted an option to the Underwriters, exercisable during
the 30-day period after the date of this Prospectus, to purchase up to a
maximum of 229,283 additional shares of Common Stock to cover over-allotments,
if any, at the same price per share as the initial shares to be purchased by
the Underwriters. To the extent that the Underwriters exercise such over-
allotment option, the Underwriters will be committed, subject to certain
conditions, to purchase such additional shares in approximately the same
proportion as set forth in the above table. The Underwriters may purchase such
shares only to cover over-allotments made in connection with this Offering.

The Underwriting Agreement provides that the Company and the Selling
Shareholders will indemnify the Underwriters against certain liabilities,
including civil liabilities under the Securities Act, or will contribute to
payments the Underwriters may be required to make in respect thereof.

The directors and officers of the Company have agreed that for a period of
120 days after the date of this Prospectus they will not, without the prior
written consent of Montgomery Securities, directly or indirectly, sell, offer,
contract or grant an option to sell (including, without limitation, any short
sale), pledge, transfer, establish an open put equivalent position or
otherwise dispose of any shares of Common Stock, options or warrants to
acquire shares of Common Stock or securities exchangeable or exercisable or
convertible into shares of Common Stock held by them. The Company also has
agreed not to issue, offer, sell, grant options to purchase or otherwise
dispose of any of the Company's equity securities or any other securities
convertible into or exchangeable for its equity securities, for a period of
120 days after the effective date of this Offering without the prior written
consent of Montgomery Securities, subject to certain exceptions, including
grants and exercises of stock options and, subject to certain conditions,
issuances of securities in connection with acquisitions. In evaluating any
request for a waiver of the lock-up periods, Montgomery Securities will
consider, in accordance with its customary practice, all relevant facts and
circumstances at the time of the request, including, without limitation, the
recent trading market for the Common Stock, the size of the request and, with
respect to a request by the Company to issue additional equity securities, the
purpose of such an issuance. See "Shares Eligible for Future Sale."

53
<PAGE>

Until the distribution of the Common Stock is completed, rules of the
Securities and Exchange Commission may limit the ability of the Underwriters
and certain selling group members to bid for and purchase the Common Stock. As
an exception to these rules, the Underwriters are permitted to engage in
certain transactions that stabilize the price of the Common Stock. Such
transactions consist of bids or purchases for the purpose of pegging, fixing
or maintaining the price of the Common Stock. If the Underwriters create a
short position in the Common Stock in connection with this Offering, i.e., if
they sell more shares of Common Stock than are set forth on the cover page of
this Prospectus, the Underwriters may reduce that short position by purchasing
Common Stock in the open market. The Underwriters may also elect to reduce any
short position by exercising all or part of the over-allotment option
described above.

The Underwriters may also impose a penalty bid on certain selling group
members. This means that if the Underwriters purchase shares of Common Stock
in the open market to reduce the Underwriters' short position or to stabilize
the price of the Common Stock, they may reclaim the amount of the selling
concession from the selling group members who sold those shares as part of
this Offering.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases. The imposition of a penalty
bid might also have an effect on the price of a security to the extent that it
were to discourage resales of the security. Neither the Company nor any of the
Underwriters makes any representation or predictions as to the direction or
magnitude of any effect that the transactions described above may have on the
price of the Common Stock. In addition, neither the Company nor any of the
Underwriters makes any representation that the Underwriters will engage in
such transactions or that such transactions, once commenced, will not be
discontinued without notice.

The public offering price of the Common Stock will be determined by
negotiations among the Underwriters and the Company, and will be based largely
upon the market price for the Common Stock as reported on the Nasdaq National
Market.

The Common Stock is traded on the Nasdaq National Market under the symbol
AXYS.

LEGAL MATTERS

The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Fried, Frank, Harris, Shriver & Jacobson, a
partnership including professional corporations, New York, New York. Certain
legal matters in connection with this Offering will be passed upon for the
Underwriters by Buchanan Ingersoll, Princeton, New Jersey.

EXPERTS

The consolidated audited financial statements for Axsys Technologies, Inc.
as of December 31, 1995 and 1996 and for each of the three years in the period
ended December 31, 1996 and the financial statements for Teletrac as of
January 31, 1997 and for the year then ended included in this Prospectus and
elsewhere in the Registration Statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with
respect thereto, and are included herein in reliance upon the authority of
said firm as experts in auditing and accounting. The consolidated audited
financial statements for PAI as of April 30, 1994 and 1995 and for each of the
three years in the period ended April 30, 1995 included in this Prospectus
have been so included in reliance on the report of McGladrey & Pullen, LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, files reports,
proxy statements and other information with the Securities

54
<PAGE>

and Exchange Commission (the "Commission"). This Prospectus, which constitutes
a part of a registration statement on Form S-1 (the "Registration Statement")
filed by the Company with the Commission under the Securities Act, omits
certain information set forth in the Registration Statement. Reference is
hereby made to the Registration Statement and to the exhibits thereto for
further information with respect to the Company. Statements contained herein
concerning the provisions of such documents are necessarily summaries of such
documents, and each statement is qualified in its entirety by reference to the
copy of the applicable document filed with the Commission. The Registration
Statement, including exhibits and schedules filed therewith, and the reports,
proxy statements and other information filed by the Company with the
Commission may be inspected without charge at the public reference facilities
maintained by the Commission at its principal office at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at regional offices
of the Commission located at Citibank Center, Suite 1400, 500 Madison Street,
Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor, New York,
New York 10048. Copies of such materials may be obtained from the Public
Reference Section of the Commission, Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and its public reference facilities in
Chicago, Illinois and New York, New York, at prescribed rates. In addition,
registration statements and certain other filings made with the Commission
through its Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system
are publicly available through the Commission's site on the Internet's World
Wide Web, located at http://www.sec.gov. The Registration Statement, including
all exhibits thereto and amendments thereof, has been filed with the
Commission through EDGAR. The Company's Common Stock is traded on The Nasdaq
Stock Market, as reported by the National Association of Securities Dealers,
Inc., 1735 K Street, Washington, D.C. 20006, and copies of the reports, proxy
statements and other information filed by the Company can be inspected at such
location.

55
<PAGE>

GLOSSARY OF TERMS

TERM DEFINITION

Actuator............................. A device that converts electrical
signals into controlled mechanical
motion. Actuators incorporate a
motor, position feedback device and
a rotary or linear drive mechanism.

Arc Second........................... An arc degree, which is a unit of
angular measurement equal to 1/360th
of the circumference of a circle, is
comprised of 60 arc minutes. Each
arc degree is comprised of 60 arc
seconds. An arc second is therefore
1/360 arc degree or 0.0028 arc
degree.

Airbearing........................... An airbearing is a rotary or linear
mechanism that consists of two
closely machined surfaces which move
against one another, separated by a
cushion of moving air or gas.
Because the two surfaces do not
touch one another, the airbearing
exhibits no friction, and can be
moved at extremely high speeds with
exceptional positional accuracy.

Aspheric Mirror...................... An optical element having one or
more surfaces that are not
rotationally symmetric about all
axes.

Cluster Tool Robotic................. A material handling robot that
distributes product among various
pieces of equipment which surround
the robot.

Deflector............................ The reflective surface of a mirror.

Digital Servo Control Component...... A motion or position feedback device
that provides a digital output
representation of the motion or
position (e.g., encoder, laser
interferometer).

Direct Drive Motor................... Motor designed to be coupled
directly to the device to be driven.
There are no mechanical gearing
interfaces or belt drives.

Electrical Prober.................... A system that tests electronic
devices such as integrated circuits
or flat panel displays by
positioning the electronic device
under a series of probes, raising
the device to make contact with the
probes, and then taking electrical
readings.

Encoder.............................. A device that converts rotary
position into numerical digital
codes through the use of opto-
electronics and glass "shutters".

Fold Mirror.......................... A flat optical surface that is used
to reflect a laser beam, infrared or
optical image at an angle different
from its source.

Gimbal...............................
A mechanical device that allows an
object to be moved around multiple
axes.

Heat Sink............................ A thermal conductive device that is
used to rapidly dissipate the heat
generated by electronic components.
It is attached to one or both
surfaces of a printed circuit board
or electronic component.

56
<PAGE>

Interconnection Devices.............. Mechanisms for joining two
electrical conductors to create a
reliable transmission of electrical
power or electronic signals.

Interferometer....................... An optical device employing the use
of a laser beam of very precisely
known wavelength. The beam is split
and recombined by means of semi-
transparent mirrors and reflectors
that result in the laser beam
interfering with itself in a
constructive (bright spot) or
destructive (dark spot) output at a
detector. By knowing the wavelength
and using electronic counters, the
relative displacement of the
interferometer device and its
reflector optic can be resolved to
one ten-millionth of an inch.

Optical Substrate.................... A finely machined or polished
material used to create an optical
element.

Micron............................... One millionth of a meter.

Resolver............................. A device that converts rotary
position into an electronic signal
through the use of magnetic
transformation.

Servo System......................... A control system that provides a
closed loop feedback whereby the
actual position or motion is
compared to a desired position, and
automatically adjusted until the
desired position is achieved.

Terminal Block....................... An interconnection device mating two
wires or a wire and a printed
circuit board trace path. The
wire(s) are electrically and
mechanically clamped via a screw,
enabling repeated mating and
unmating at installation or point of
use.

Torque Motor......................... See "Direct Drive Motor."

White Room Handling.................. The cleaning and relubrication of
miniature bearings in a controlled
"clean room" environment.

X-Y Positioning Stage................ Any two axis positioning subsystem
that moves a tool or the work piece
in a Cartesian (rectangular)
coordinate system.

57
<PAGE>

AXSYS TECHNOLOGIES, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Axsys Technologies, Inc.
Report of Independent Public Accountants................................ F-2
Consolidated Balance Sheets--December 31, 1995 and 1996 and June 30,
1997 (unaudited)....................................................... F-3
Consolidated Statement of Operations--For the years ended December 31,
1994, 1995 and 1996 and for the six months ended June 30, 1996 and 1997
(unaudited)............................................................ F-4
Consolidated Statement of Cash Flows--For the years ended December 31,
1994, 1995 and 1996 and for the six months ended June 30, 1996 and 1997
(unaudited)............................................................ F-5
Consolidated Statement of Shareholders' Equity--For the years ended
December 31, 1994, 1995 and 1996 and for the six months ended June 30,
1997 (unaudited)....................................................... F-6
Notes to consolidated financial statements.............................. F-7
Pro Forma Condensed Statement of Operations (unaudited)--For the year
ended December 31, 1996 and for the six months ended June 30, 1997..... F-17
Teletrac, Inc.
Report of Independent Public Accountants................................ F-21
Balance Sheet--January 31, 1997 and April 30, 1997 (unaudited).......... F-22
Statement of Operations--For the year ended January 31, 1997 and the
three months ended April 30, 1997 (unaudited).......................... F-23
Statement of Cash Flows--For the year ended January 31, 1997 and the
three months ended April 30, 1997 (unaudited).......................... F-24
Statement of Shareholders' Equity--For the year ended January 31, 1997
and the three months ended April 30, 1997 (unaudited).................. F-25
Notes to financial statements........................................... F-26
Precision Aerotech, Inc.
Report of Independent Auditors.......................................... F-29
Consolidated Balance Sheets--April 30, 1994 and 1995.................... F-30
Consolidated Statement of Operations--For the years ended April 30,
1993, 1994 and 1995.................................................... F-31
Consolidated Statement of Cash Flows--For the years ended April 30,
1993, 1994 and 1995.................................................... F-32
Consolidated Statement of Shareholders' Equity (Deficit)--For the years
ended April 30, 1993, 1994 and 1995.................................... F-33
Notes to consolidated financial statements.............................. F-34
Unaudited:
Consolidated Condensed Balance Sheet--January 31, 1996.................. F-47
Consolidated Condensed Statements of Operations--For the nine months
ended January 31, 1995 and 1996........................................ F-48
Consolidated Statements of Cash Flow--For the nine months ended January
31, 1995 and 1996...................................................... F-49
Notes to consolidated condensed financial statements.................... F-50
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of Axsys Technologies, Inc.:

We have audited the accompanying consolidated balance sheets of Axsys
Technologies, Inc., a Delaware corporation, and its subsidiary as of December
31, 1995 and 1996, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1996. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Axsys Technologies, Inc.
and subsidiary, as of December 31, 1995 and 1996, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1996 in conformity with generally accepted accounting
principles.

Arthur Andersen LLP

New York, New York
March 21, 1997

F-2
<PAGE>

AXSYS TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
--------------- JUNE 30,
1995 1996 1997
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash............................................. $ 91 $ 2,691 $ 415
Accounts receivable, net of allowance of $233 and
$385 at December 31, 1995 and 1996, and $432 at
June 30, 1997 (unaudited)....................... 8,525 13,801 17,994
Inventories, net................................. 16,544 24,454 26,270
Other current assets............................. 651 850 1,161
------- ------- -------
TOTAL CURRENT ASSETS........................... 25,811 41,796 45,840
NET PROPERTY, PLANT AND EQUIPMENT.................. 7,603 13,456 14,272
EXCESS COST OVER NET ASSETS ACQUIRED, net of
accumulated amortization of $836 and $1,045 at
December 31, 1995 and 1996, and $1,171 at June 30,
1997 (unaudited).................................. 6,624 6,415 14,141
OTHER ASSETS....................................... 447 504 442
------- ------- -------
TOTAL ASSETS................................... $40,485 $62,171 $74,695
======= ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable................................. $ 5,315 $ 6,881 $ 8,862
Accrued expenses and other liabilities........... 5,696 7,290 10,741
Current portion of long-term debt and capital
lease obligations............................... 466 2,831 3,057
------- ------- -------
TOTAL CURRENT LIABILITIES...................... 11,477 17,002 22,660
LONG-TERM DEBT AND CAPITAL LEASES, less current
portion........................................... 11,047 23,324 26,056
OTHER LONG-TERM LIABILITIES........................ 2,697 2,293 2,064
DEFERRED INCOME.................................... 519 387 321
SHAREHOLDERS' EQUITY:
$1.20 CUMULATIVE EXCHANGEABLE REDEEMABLE PREFERRED
STOCK, $.01 PAR VALUE: authorized 4,000,000
shares; issued and outstanding 781,642 and 738,881
shares at December 31, 1995 and 1996, none at June
30, 1997 (unaudited).............................. 8 7 --
COMMON STOCK, $.01 PAR VALUE: authorized 4,000,000
shares, issued and outstanding 2,520,821 and
2,568,940 shares at December 31, 1995 and 1996,
and 3,048,381 shares at June 30, 1997
(unaudited)....................................... 25 26 30
CAPITAL IN EXCESS OF PAR........................... 14,712 17,297 19,465
RETAINED EARNINGS.................................. -- 1,835 4,099
------- ------- -------
TOTAL SHAREHOLDERS' EQUITY..................... 14,745 19,165 23,594
------- ------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY..... $40,485 $62,171 $74,695
======= ======= =======
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE>

AXSYS TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------ --------------------
1994 1995 1996 1996 1997
--------- --------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
NET SALES................ $ 62,132 $ 65,213 $ 91,301 $ 40,545 $ 58,849
Cost of sales............ 44,903 47,973 67,483 29,890 43,111
Selling, general and
administrative
expenses................ 13,343 13,336 16,501 7,502 10,284
Restructuring/inventory
writedown charges....... 1,315 -- -- -- --
Amortization of
intangible assets....... 209 209 210 102 125
--------- --------- --------- --------- ---------
OPERATING INCOME......... 2,362 3,695 7,107 3,051 5,329
Interest expense......... 2,264 1,994 2,343 1,042 1,343
Other expense............ 54 252 18 (13) 26
--------- --------- --------- --------- ---------
INCOME FROM CONTINUING
OPERATIONS BEFORE TAXES
AND EXTRAORDINARY ITEM.. 44 1,449 4,746 2,022 3,960
Provision for income
taxes................... 17 565 1,891 820 1,594
--------- --------- --------- --------- ---------
INCOME FROM CONTINUING
OPERATIONS BEFORE
EXTRAORDINARY ITEM...... 27 884 2,855 1,202 2,366
DISCONTINUED OPERATIONS:
Loss from operations,
net of tax benefit of
$92................... (143) -- -- -- --
Loss on disposal, net
of tax benefit of
$1,317................ (2,059) -- -- -- --
--------- --------- --------- --------- ---------
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM...... (2,175) 884 2,855 1,202 2,366
Extraordinary gain
(charge), net of taxes.. 5,856 -- (173) (173) --
--------- --------- --------- --------- ---------
NET INCOME............... 3,681 884 2,682 1,029 2,366
Preferred stock
dividends............... 355 574 847 405 102
--------- --------- --------- --------- ---------
NET INCOME APPLICABLE TO
COMMON SHAREHOLDERS..... $ 3,326 $ 310 $ 1,835 $ 624 $ 2,264
========= ========= ========= ========= =========
NET INCOME (LOSS) PER
COMMON SHARE:
Continuing operations.. $ (0.20) $ 0.12 $ 0.74 $ 0.31 $ 0.69
Discontinued
operations............ (1.29) -- -- -- --
Extraordinary item..... 3.44 -- (0.06) 0.07 --
--------- --------- --------- --------- ---------
Total................ $ 1.95 $ 0.12 $ 0.68 $ 0.24 $ 0.69
========= ========= ========= ========= =========
Weighted average common
shares outstanding...... 1,701,801 2,511,074 2,690,843 2,615,102 3,276,586
========= ========= ========= ========= =========
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE>

AXSYS TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------- ------------------
1994 1995 1996 1996 1997
------- ------- ------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income.................... $ 3,681 $ 884 $ 2,682 $ 1,029 $ 2,366
Adjustments to reconcile net
income to cash provided by
(used in) operating
activities:
Extraordinary item, net of
taxes...................... (5,856) -- 173 173 --
Loss on disposal of
discontinued operations,
net of taxes............... 2,059 -- -- -- --
Realization of net operating
loss carry forward......... 16 519 1,435 653 1,355
Depreciation and
amortization............... 1,742 1,622 2,722 1,099 1,563
(Increase) decrease in
accounts receivable........ (970) 768 13 (1,182) (2,751)
(Increase) decrease in
inventories................ 682 (2,017) (831) (771) (577)
(Increase) decrease in other
current assets............. 498 (183) 166 21 8
Increase (decrease) in
accounts payable, accrued
expenses and other
liabilities................ 349 (1,324) (2,564) (1,355) 3,875
Decrease in other long-term
liabilities................ (461) (882) (404) (229) (295)
Other--net.................. (349) (343) (1,411) (104) 174
------- ------- ------- -------- --------
NET CASH PROVIDED BY (USED
IN) OPERATING
ACTIVITIES............... 1,391 (956) 1,981 (666) 5,718
------- ------- ------- -------- --------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures.......... (797) (1,026) (1,878) (580) (851)
Proceeds from sale of assets.. 605 2,896 11,532 -- --
Acquisition of businesses, net
of cash acquired............. -- -- (7,611) (4,728) (7,335)
------- ------- ------- -------- --------
NET CASH PROVIDED BY (USED
IN) INVESTING
ACTIVITIES............... (192) 1,870 2,043 (5,308) (8,186)
------- ------- ------- -------- --------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from borrowings...... 45,665 69,614 75,891 54,061 23,500
Repayment of borrowings....... (49,272) (70,464) (76,895) (47,529) (21,726)
Net proceeds from common stock
rights offering.............. 2,332 -- -- -- --
Other......................... -- -- (420) (420) (1,582)
------- ------- ------- -------- --------
NET CASH (USED IN)
PROVIDED BY FINANCING
ACTIVITIES............... (1,275) (850) (1,424) 6,112 192
------- ------- ------- -------- --------
NET INCREASE (DECREASE) IN
CASH..................... (76) 64 2,600 138 (2,276)
CASH AT BEGINNING OF PERIOD..... 103 27 91 91 2,691
------- ------- ------- -------- --------
CASH AT END OF PERIOD........... $ 27 $ 91 $ 2,691 $ 229 $ 415
======= ======= ======= ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>

AXSYS TECHNOLOGIES, INC,

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK CAPITAL RETAINED
---------------- ---------------- IN EXCESS EARNINGS
SHARES AMOUNT SHARES AMOUNT OF PAR (DEFICIT)
-------- ------ --------- ------ --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1,
1994.................... 577,946 $ 6 1,037,014 $10 $ 9,586 $(4,526)
Net Income.............. -- -- -- -- -- 3,681
Dividends(a)............ 94,398 1 -- -- 354 (355)
Transfer to Capital in
Excess of Par(b)....... -- -- -- -- (355) 355
Common stock rights
offering............... -- -- 1,470,588 15 2,317 --
Amount realized from
utilization of pre
quasi-reorganization
tax benefits........... -- -- -- -- 2,182 --
Other................... -- -- -- -- (2) --
-------- ---- --------- --- ------- -------
Balance at December 31,
1994.................... 672,344 7 2,507,602 25 14,082 (845)
-------- ---- --------- --- ------- -------
Net Income.............. -- -- -- -- -- 884
Dividends(a)............ 109,298 1 -- -- 573 (574)
Transfer to Capital in
Excess of Par(b)....... -- -- -- -- (535) 535
Contribution to 401(k)
plan................... -- -- 11,619 -- 67 --
Amount realized from
utilization of pre
quasi-reorganization
tax benefits........... -- -- -- -- 519 --
Other................... -- -- 1,600 -- 6 --
-------- ---- --------- --- ------- -------
Balance at December 31,
1995.................... 781,642 8 2,520,821 25 14,712 --
-------- ---- --------- --- ------- -------
Net Income.............. -- -- -- -- -- 2,682
Dividends(a)............ 27,611 -- -- -- 847 (847)
Contribution to 401(k)
plan................... -- -- 47,671 1 311 --
Amount realized from
utilization of pre
quasi-reorganization
tax benefits........... -- -- -- -- 1,345 --
Odd-lot redemption...... (70,372) (1) -- -- (420) --
Issuance of warrants to
purchase common stock.. -- -- -- -- 500 --
Other................... -- -- 448 -- 2 --
-------- ---- --------- --- ------- -------
Balance at December 31,
1996.................... 738,881 7 2,568,940 26 17,297 1,835
-------- ---- --------- --- ------- -------
(Unaudited)
Net Income.............. -- -- -- -- -- 2,366
Dividends(a)............ -- -- -- -- 102 (102)
Contribution to 401(k)
plan................... -- -- 13,981 -- 150 --
Preferred stock
exchange............... (538,008) (5) 403,460 4 (66) --
Preferred stock
redemption............. (200,873) (2) -- -- (1,573) --
Amount realized from
utilization of pre
quasi-reorganization
tax benefits........... -- -- -- -- 1,355 --
Common stock issued for
acquisition............ -- -- 53,000 -- 2,166 --
Other................... -- -- 9,000 -- 34 --
-------- ---- --------- --- ------- -------
Balance at June 30,
1997.................... -- $-- 3,048,381 $30 $19,465 $ 4,099
======== ==== ========= === ======= =======
</TABLE>
- --------
(a) Prior to February 22, 1996, represents a 15% dividend paid in additional
shares and valued at the average of the closing bid and ask price as of
the dividend record date. The Company's right to pay dividends in
additional shares of Preferred Stock instead of cash expired on February
22, 1996, although cash dividends continued to accumulate. From February
22, 1996 to June 4, 1997, the Company did not declare or pay any dividends
on the Preferred Stock. The per share amounts of dividends, including the
accumulated but unpaid cash portion, were $0.57, $0.79, $1.11 and $0.52,
per share of Preferred Stock in 1994, 1995, 1996 and the period from
January 1, 1997 through June 4, 1997 (unaudited), respectively. The amount
of unpaid but accumulated dividends at December 31, 1996 was $1.02 per
share. On June 4, 1997, the Company redeemed all remaining outstanding
shares of its Preferred Stock for $7.70 per share, which included accrued
and unpaid dividends of $1.54 per share.
(b) Represents transfer of the excess of Preferred Stock dividends over
Retained Earnings.

See accompanying notes to consolidated financial statements.

F-6
<PAGE>

AXSYS TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements include the accounts of
Axsys Technologies, Inc., and its wholly-owned subsidiaries (collectively the
"Company"). All material intercompany transactions and balances have been
eliminated in consolidation.

Revenue is recognized upon the shipment of product or when services are
rendered.

Inventories are priced at the lower of cost (principally first-in, first-
out, or average) or market.

Deferred financing costs are amortized ratably over the life of the
corresponding debt or commitment.

The excess of cost over net assets acquired is being amortized over periods
ranging from 30 to 35 years using the straight-line method. The Company
continually reviews goodwill to assess recoverability from future operations
using undiscounted cash flows. Impairments would be recognized in operating
results if a permanent diminution in value occurred.

Property, plant and equipment are stated at cost, less accumulated
depreciation. Depreciation is provided primarily by the straight-line method
using estimated lives for buildings and improvements of 20 years and for
machinery and equipment using estimated useful lives ranging from 3 to 8
years.

Certain items in the 1995 and 1994 financial statements have been
reclassified to conform to the 1996 presentation.

Earnings per share data for each period was computed by dividing net income
applicable to common shareholders by the weighted average number of shares of
common stock outstanding during each period. The calculation of weighted
average number of shares assumes the conversion of those common stock
equivalents which have a dilutive effect on earnings for the period presented.
Common stock equivalents consist of warrants and employee stock options.

Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share" was issued in February 1997 and replaces Accounting Principle Board
("APB") Opinion No. 15. The new statement simplifies the computations of
earnings per share ("EPS") by replacing the presentation of primary EPS with
basic EPS, which is computed by dividing income available to common
shareholders by the weighted-average number of common shares outstanding for
the period. Diluted EPS under the new statement is computed similarly to fully
diluted EPS pursuant to APB Opinion No. 15. SFAS No. 128 is effective for
financial statements for both interim and annual periods ending after December
15, 1997. Early application is prohibited. For the six months ended June 30,
1997, the effect of adopting SFAS No. 128 on the Company's reported EPS would
be immaterial.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

The information presented for June 30, 1997 and for the six months ended
June 30, 1996 and 1997 is unaudited and has been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X. Operating
results for the six months ended June 30, 1997 are not indicative of the
results that may be expected for the year ending December 31, 1997.

F-7
<PAGE>

AXSYS TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

NOTE 2--DISCONTINUED OPERATIONS

In September 1994, the Company disposed of all of its Electronic Components
business which was comprised of the trimmer, transformer and microwave
component product lines. The disposal was accounted for as a discontinued
operation and, accordingly, the related net assets and operating results are
reported separately from continuing operations. The loss on disposal of the
Electronic Components business for the year ended December 31, 1994 is
comprised of the loss on disposal of the net assets of the business and
operating losses until disposal. During 1994, the Company sold a portion of
the assets of its Electronic Components business for $605. During 1995, the
Company sold the remaining discontinued business assets for $1,500.

Revenues applicable to the discontinued business for the years ended
December 31, 1995 and 1994 were $290 and $6,897, respectively. The losses from
operations of the discontinued Electronic Components business from September
30, 1994 to December 31, 1994 and through the date of disposal in 1995, were
$326 and $40, respectively, net of related tax benefits. These losses were
charged to a reserve established in 1994 as part of the loss on disposal.

NOTE 3--ACQUISITIONS AND DIVESTITURE

On May 30, 1997, the Company acquired Teletrac, Inc. ("Teletrac") for
$9,926, including the issuance of 153,000 shares of Axsys common stock, 53,000
of which shares were issued at the closing, and 100,000 of which shares will
be issued pursuant to a Stockholder Agreement entered into as of May 30, 1997
with certain selling shareholders and employees of Teletrac. Teletrac designs
and manufactures laser-based precision measurement systems and state-of-the-
art precision linear and rotary positioning servo systems for use in the
electronics capital equipment market.

On April 25, 1996, the Company acquired all of the outstanding shares of
Precision Aerotech, Inc., ("PAI") for $4,728, net of cash acquired. In
addition, the Company repaid $12,000 of borrowings under PAI term loans.
Precision Aerotech designs, manufactures and markets laser scanners, precision
metal optics, high-performance air bearings and precision machined parts sold
predominantly in commercial markets.

The acquisitions of Teletrac and PAI were accounted for under the purchase
method of accounting and, accordingly, the results of operations of Teletrac
and PAI have been included in the accompanying consolidated financial
statements since the date of their respective acquisition. The cost of the
acquisitions was allocated on the basis of the estimated fair market value of
the assets acquired and liabilities assumed. The purchase price allocations
for Teletrac have been completed on a preliminary basis, and management does
not believe that changes in the allocations will be material. During the PAI
acquisition process, the Company determined that L&S Machine Company, Inc.
("L&S"), a wholly-owned subsidiary of PAI which manufactures structural
components for the aerospace industry, did not fit its long-term strategy and
would be subsequently sold. As a result, L&S was accounted for as a net asset
held for disposal as of the PAI acquisition date. The portion of the PAI
acquisition cost allocated to this asset represented the net proceeds realized
upon sale. In December 1996, the Company completed the sale of L&S for an
aggregate purchase price of approximately $13,000. The price included the
assumption of approximately $1,800 in long-term capitalized leases.

F-8
<PAGE>

AXSYS TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

Summarized below are the unaudited pro forma results of operations of the
Company. The pro forma results for the years ended December 31, 1995 and 1996
have been prepared as if Teletrac and PAI had been acquired on January 1,
1995. The pro forma results for the six months ended June 30, 1996 and 1997
have been prepared as if Teletrac and PAI had been acquired on January 1,
1996.

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
---------------- -----------------
1995 1996 1996 1997
------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
Net Sales................................... $96,898 $108,759 $ 53,703 $ 63,160
Income before extraordinary item.......... 933 3,322 1,252 2,455
Net income................................ 933 3,149 1,079 2,455
Earnings per share:
Income before extraordinary item.......... $ 0.13 $ 0.87 $ 0.31 $ 0.69
Net income................................ $ 0.13 $ 0.81 $ 0.24 $ 0.69
</TABLE>

The pro forma financial information presented is not necessarily indicative
of either the results of operations that would have occurred had the
acquisitions of Teletrac and PAI taken place as of the dates indicated or the
future operating results of the combined companies. Pro forma income before
extraordinary item and net income for the year ended December 31, 1996 and the
six months ended June 30, 1996 include certain special charges totaling
approximately $400. No such charges have been recorded for the year ended
December 31, 1995 or the six months ended June 30, 1997.

On October 2, 1996, the Company acquired substantially all of the assets of
Lockheed Martin Beryllium Corporation ("LMBC") for $2,883 subject to post-
closing adjustments. LMBC's operations consist primarily of precision
machining of beryllium. This acquisition has also been accounted for under the
purchase method of accounting and, accordingly, the results of operations of
LMBC have been included in the accompanying consolidated financial statements
since the date of acquisition. The cost of the acquisition has been allocated
on the basis of the estimated fair market value of the assets acquired and
liabilities assumed. The purchase price allocation has been completed on a
preliminary basis. Management does not believe that changes in the purchase
price allocation will be material.

NOTE 4--SHAREHOLDERS' EQUITY

Common Stock

In July 1994, the Company completed a rights offering of common stock in
which 1,470,588 shares were issued for gross proceeds of $2,500 ($2,332, net
of expenses).

On July 25, 1996, the Company completed a one-for-five reverse stock split
of its $0.01 par value common stock following approval by the Company's
shareholders at the Company's 1996 Annual Meeting of Shareholders. In
conjunction with the split, the Company's Certificate of Incorporation has
been amended to reduce the number of shares of common stock authorized for
issuance to 4,000,000. The stated par value of each share was not changed from
$0.01. All share and per share data presented in this report has been restated
to reflect the reverse stock split.

Preferred Stock

The certificate of designation setting forth the amended terms of the
Company's $1.20 Cumulative Exchangeable Redeemable Preferred Stock ("Preferred
Stock") provides for, among other things, (i) a liquidation preference of $8
per share, (ii) an annual dividend of $1.20 per share, and (iii) the ability
to pay dividends thereon in additional shares instead of cash up to February
22, 1996. Under the certificate of

F-9
<PAGE>

AXSYS TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

designation, the right to receive cash dividends is expressly subject to,
among other things, any provision contained from time to time in the Company's
financing agreements prohibiting the payment of cash dividends. The Company's
Credit Facility prohibits the payment of cash dividends (see Note 5).

From August 1991 through February 22, 1996, the Company paid quarterly
dividends on the Preferred Stock in additional shares at an annual rate of 15%
based on the shares outstanding. On February 22, 1996, the Company's right to
pay dividends in additional shares of Preferred Stock expired. From February
22, 1996 to June 4, 1997, the Company did not declare or pay any dividends on
the Preferred Stock, although they continued to accumulate. The amount of
unpaid but accumulated dividends at December 31, 1996 was $757 or, $1.02 per
share.

On February 14, 1997, the Company commenced an offer to exchange 0.75 shares
of its common stock for each outstanding share of its Preferred Stock. On
March 17, 1997, the Exchange Offer terminated and the Company accepted for
exchange all shares of Preferred Stock validly tendered as of that time.
Approximately 538,000 shares of Preferred Stock were exchanged for 403,500
shares of common stock. Holders of shares of Preferred Stock accepted for
exchange will not receive any separate payment in respect of dividends not
paid subsequent to February 22, 1996, the last date on which dividends were
paid on the Preferred Stock.

On June 4, 1997, the Company redeemed all the remaining approximately
200,900 outstanding shares of its Preferred Stock. The redemption price was
$7.70 per share, including accrued and unpaid dividends of $1.54 per share
through the redemption date.

For the year ended December 31, 1996 and the six months ended June 30, 1997,
on a pro forma basis, assuming the Exchange Offer and subsequent redemption of
Preferred Stock had been consummated on January 1, 1996, earnings per share
data would have been as follows:

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
1996 1997
------------ ----------------
(UNAUDITED)
<S> <C> <C>
Net income (loss) per common share:
Continuing operations....................... $ 0.90 $ 0.68
Extraordinary item.......................... (0.06) --
--------- ---------
Total..................................... $ 0.84 $ 0.68
========= =========
Weighted average common shares outstanding.... 3,094,303 3,276,586
========= =========
</TABLE>

NOTE 5--LONG-TERM DEBT

<TABLE>
<CAPTION>
DECEMBER 31,
--------------- JUNE 30,
1995 1996 1997
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Credit Facility.................................. $ 9,643 $22,285 $24,758
Industrial Revenue Bond.......................... 1,870 1,870 1,620
Capital Lease Obligations........................ -- 2,000 2,735
------- ------- -------
11,513 26,155 29,113
Less current portion............................. 466 2,831 3,057
------- ------- -------
$11,047 $23,324 $26,056
======= ======= =======
</TABLE>

F-10
<PAGE>

AXSYS TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

In order to obtain the funds necessary to finance the Company's acquisition
of PAI (see Note 3), to refinance PAI's and the Company's existing debt and
pay the fees and expenses related to the acquisition and refinancing, Axsys
entered into a Credit Agreement, dated April 25, 1996 (and subsequently
amended as of September 25, 1996), between the Company, the various banks
named therein and Banque Paribas, as agent, providing for borrowings under a
$37,000 senior secured credit facility (the "Credit Facility"). During 1996,
the total facility was reduced by $10,500 as a result of a prepayment of term
debt using proceeds from the sale of L&S (see Note 3) and by $1.3 million as a
result of scheduled term payments. The remaining Credit Facility of $25,200 as
of December 31, 1996 is comprised of (i) a term loan in the principal amount
of $7,300 payable in installments and maturing on April 25, 2000, (ii) a term
loan in the principal amount of $6,900 payable in installments and maturing on
April 25, 2002 and (iii) a revolving credit line in an aggregate principal
amount of up to the lesser of $11,000 or the borrowing base in effect from
time to time, maturing on April 25, 2000.

On April 10, 1997, in connection with the acquisition of Teletrac, the
Company amended its Credit Agreement to increase the revolving credit portion
of its Credit Facility from $11,000 to $18,000.

Borrowings under the Credit Facility bear interest at a fluctuating rate per
annum equal to the rate of interest publicly announced by Chase Manhattan
Bank, N.A. as its prime rate (the prime rate was 8.50% at June 30, 1997), plus
a margin ranging from 1.75% to 2.25%, or the London Interbank Offered Rate
(LIBOR), plus a margin ranging from 3.25% to 3.75%. A commitment fee of 0.5%
is payable on any unused amount of the Credit Facility. The Credit Facility
contains certain restrictive covenants which, among other things, impose
limitations with respect to the incurrence of additional liens and
indebtedness, mergers, consolidations and specified sale of assets and
requires the Company to meet certain financial tests including minimum levels
of earnings and net worth and various other financial ratios. In addition, the
Credit Facility prohibits the payment of cash dividends. Borrowings under the
Credit Facility are secured by substantially all of the assets of the Company
and its subsidiary.

The Company had outstanding at December 31, 1996 and at June 30, 1997,
industrial development revenue bonds (the "Bonds") in the amount of $1,870 and
$1,620 (unaudited), respectively, secured by its Gilford, NH manufacturing
facility which has a net carrying amount of approximately $2,000. The Bonds,
which bear interest at a fixed rate of 13%, are payable in 2005. The Company,
however, may make optional prepayments of $250 annually.

As of December 31, 1996, scheduled debt maturities during the next five
years, which are comprised of payments under the Company's Credit Facility and
capital lease obligations, are $2,831 (1997), $3,023 (1998), $3,105 (1999),
$11,428 (2000) and $3,277 (2001).

In 1994, the Company recorded an extraordinary gain of $5,856, net of a
charge in lieu of taxes of $3,744, in connection with the repurchase of bank
indebtedness.

F-11
<PAGE>

AXSYS TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

NOTE 6--BALANCE SHEET INFORMATION

The details of certain balance sheet accounts are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------- JUNE 30,
1995 1996 1997
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Inventories:
Raw materials..................................... $ 7,203 $ 8,033 $ 9,030
Work-in-process................................... 5,293 12,942 12,717
Finished goods.................................... 9,255 10,118 10,576
------- ------- -------
21,751 31,093 32,323
Less reserves..................................... 5,207 6,639 6,053
------- ------- -------
$16,544 $24,454 $26,270
======= ======= =======

Work-in-process inventory at December 31, 1996 and June 30, 1997 is recorded
net of $1,576 and $1,110 (unaudited) of progress payments received from
customers on uncompleted contracts, respectively.

<CAPTION>
DECEMBER 31,
--------------- JUNE 30,
1995 1996 1997
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Net property, plant and equipment:
Land.............................................. $ 600 $ 891 $ 891
Buildings and improvements........................ 3,923 5,994 6,214
Machinery and equipment........................... 8,155 14,029 16,119
------- ------- -------
12,678 20,914 23,224
Less accumulated depreciation and amortization.... 5,075 7,458 8,952
------- ------- -------
$ 7,603 $13,456 $14,272
======= ======= =======
Accrued expenses and other liabilities:
Compensation and related benefits................. $ 2,180 $ 3,741 $ 4,844
Other............................................. 3,516 3,549 5,897
------- ------- -------
$ 5,696 $ 7,290 $10,741
======= ======= =======
</TABLE>

NOTE 7--INCOME TAXES

At December 31, 1996, the Company has net operating loss carryforwards of
approximately $10,000 which expire in the years 2005 through 2009 and
alternative minimum tax credit carryforwards of approximately $340. In
addition, the Company has approximately $7,600 of previously unrecognized tax
benefits, principally related to inventories. As the portion of the loss
carryforwards and deferred tax benefits originating prior to the 1991 quasi-
reorganization are realized, the corresponding tax effect will be credited to
Capital in Excess of Par under quasi-reorganization accounting principles
rather than reducing the Provision for Taxes. During the year ended December
31, 1996 and the six months ended June 30, 1997 (unaudited), $1,435 and $1,355
were credited to Capital in Excess of Par, respectively, representing the
utilization of such pre quasi-reorganization tax benefits to offset current
year tax expense. As of December 31, 1996, $3,181 of the pre quasi-
reorganization tax effected benefits remain unutilized. The utilization and
realization of the carryforwards and future tax benefits will substantially
reduce the amount of cash taxes payable on taxable income in the future.

The Company utilizes the liability method (SFAS No. 109) in accounting for
income taxes. Income from continuing operations before taxes is from domestic
sources only for all periods presented.

F-12
<PAGE>

AXSYS TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

The provision for taxes on income from continuing operations consists of:

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
-------------------- ------------------
1994 1995 1996 1996 1997
------ ------ ------ ------------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Current taxes--charge in lieu of taxes
and taxes:
U.S. Federal........................ $14 $454 $1,579 $ 672 $ 1,283
State and local..................... 3 111 312 148 311
--- ---- ------ ------- ---------
17 565 1,891 820 1,594
--- ---- ------ ------- ---------
Deferred taxes:
U.S. Federal........................ -- -- -- -- --
--- ---- ------ ------- ---------
$17 $565 $1,891 $ 820 $ 1,594
=== ==== ====== ======= =========
</TABLE>

The reasons for the difference between the provision for taxes and the
amount computed by applying the statutory federal income tax rate to income
before taxes are as follows:

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
-------------------- -------------------
1994 1995 1996 1996 1997
------ ------ ------ --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
U.S. federal statutory rate......... 34% 34% 34% 34% 34%
Computed expected tax provision..... $15 $493 $1,614 $687 $ 1,346
Increase (decrease) in taxes
resulting from:
State and local taxes, net of
federal tax benefit.............. 2 72 206 98 205
Amortization of goodwill.......... 71 71 71 35 43
Other............................. (71) (71) -- -- --
--- ---- ------ ------- ---------
Actual tax provision................ $17 $565 $1,891 $820 $ 1,594
=== ==== ====== ======= =========
</TABLE>

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the Company's deferred tax assets and liabilities are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------- JUNE 30,
1995 1996 1997
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Tax net operating loss carryforwards.............. $ 4,794 $ 3,740 $ 2,471
Inventory valuation differences................... 2,070 2,002 1,959
Other, net........................................ 389 606 635
------- ------- -------
Sub-Total......................................... 7,253 6,348 5,065
Valuation allowance............................... (7,253) (6,348) (5,065)
------- ------- -------
Total deferred taxes.............................. $ -- $ -- $ --
======= ======= =======
</TABLE>

The net change in the valuation allowance in 1996 and 1995 was a decrease of
$905 and an increase of $330, respectively. The net change in the valuation
allowance for the six months ended June 30, 1997 was a decrease of $1,283.

F-13
<PAGE>

AXSYS TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

NOTE 8--PENSION ARRANGEMENTS

The Company has two pension plans for which benefits and participation have
been frozen. Pension benefits under these plans are generally based upon years
of service and compensation. The Company's funding policy is to contribute
amounts to these plans sufficient to meet the minimum funding requirements set
forth in the Employee Retirement Income Security Act of 1974, plus such
additional amounts as the Company may determine to be appropriate from time to
time.

Multi-employer plans covering certain union members generally provided
benefits of stated amounts for each year of service. During 1994, in
connection with the restructuring of the Precision Systems group, the
employment of the union members participating in these multi-employer plans
ended and, as a result, contributions to these plans ceased. As of December
31, 1996, there were no unpaid contributions to multi-employer plans.

A summary of components of net periodic pension cost for the defined benefit
plans and the total contribution charged to pension expense for the multi-
employer plans follows:

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
DECEMBER 31, JUNE 30,
---------------- ------------
1994 1995 1996 1996 1997
---- ---- ---- ----- -----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Defined benefit plans:
Service cost-benefits earned during the peri-
od........................................... $-- $-- $-- $ -- $ --
Interest cost on projected benefit obliga-
tion......................................... 73 74 71 35 37
Actual return on plan assets.................. 1 (25) (46) (9) (15)
Net amortization and deferral................. (5) 17 26 (1)
---- ---- ---- ----- -----
Net pension cost of defined benefit plans..... 69 66 51 26 21
---- ---- ---- ----- -----
Multi-employer plans.......................... 59 -- -- -- --
---- ---- ---- ----- -----
Total pension expense....................... $128 $ 66 $ 51 $ 26 $ 21
==== ==== ==== ===== =====
</TABLE>

Assumptions used in accounting for the defined benefit plans as of the
plans' measurement dates were:

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
DECEMBER 31, JUNE 30,
---------------- -------------
1994 1995 1996 1996 1997
---- ---- ---- ----- -----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Weighted-average discount rate............... 7.5% 7.5% 7.5% 7.5% 7.5%
Expected long-term rate of return on assets.. 6.0 6.0 6.0 6.0 6.0
</TABLE>

F-14
<PAGE>

AXSYS TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

The following table sets forth the funded status and amount recognized in
the consolidated balance sheets for the Company's defined benefit pension
plans:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------- JUNE 30,
1994 1995 1996 1997
------ ------ ------ -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Actuarial present value of benefit
obligations:
Vested benefit obligation.................... $1,026 $1,116 $1,053 $1,079
====== ====== ====== ======
Accumulated benefit obligation............... $1,026 $1,116 $1,053 $1,079
====== ====== ====== ======
Projected benefit obligations................ $1,026 $1,116 $1,053 $1,079
Less plan assets at fair market value........ 32 231 451 635
------ ------ ------ ------
Projected benefit obligation in excess of
plan assets................................. 994 885 602 444
Unrecognized net gain........................ 83 98 151 194
------ ------ ------ ------
Net pension liability recognized in the
balance sheet............................... $1,077 $ 983 $ 753 $ 638
====== ====== ====== ======
</TABLE>

Unrecognized net gains and losses are amortized over the average future
service lives of participants. Plan assets are invested in a managed portfolio
consisting primarily of equity securities.

The Company also sponsors 401(k) plans under which eligible employees may
elect to contribute a percentage of their earnings. The Company has matched
employee contributions to these plans in amounts ranging from up to 3% to 5%
of the employees' gross earnings over the three years ended December 31, 1996.
Company matching contributions were $363 in 1994, $325 in 1995 and $709 in
1996.

NOTE 9--SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information is summarized as follows:

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------ -----------
1994 1995 1996 1996 1997
------- ------- ------- ---- ------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash paid during the year for:
Interest................................ $ 1,883 $ 1,989 $ 2,586 $669 $1,162
Income tax payments (refunds)........... (9) 52 441 373 37
Noncash investing activities:
Equipment acquired under capital
leases................................. $ -- $ -- $ 786 $464 $1,158
Capital Stock issued for acquisition.... -- -- -- -- 2,166
</TABLE>

NOTE 10--OTHER INFORMATION

Restructuring Plan

In connection with a restructuring of the Precision Systems Group initiated
in 1993, the Company recorded a $1,300 charge in 1994, of which $1,000 related
to the write-down of slow moving and excess inventory to net realizable value
and $300 to adjust the carrying value of an idle Deer Park, New York facility.
In September 1995, the Company sold the idle Deer Park, New York facility for
net proceeds of $1,401. Included in other expense in 1995 is a loss on the
sale of this facility of $233.

F-15
<PAGE>

AXSYS TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

Stock options and Warrants

As of December 31, 1996, options to purchase up to 38,600 shares of Axsys
common stock, with exercise prices of $3.75-$4.15 per share, have been granted
to certain key employees of the Company. Of that amount, 32,840 options are
vested, with the balance becoming vested in 1997. These options are
exercisable for up to seven years from the date of grant. As of December 31,
1996, there were 49,800 shares available for future grant. There were no stock
options granted to employees in 1996 or 1995.

During the six months ended June 30, 1997 (unaudited), 21,000 additional
stock options, net of forfeitures, were granted to certain employees and
directors of the Company. In addition, 9,000 options were exercised and 2,000
previously issued options were forfeited. The newly granted options, which
have exercise prices of $15.00-$17.75 per share, are exercisable for up to ten
years from the date of grant and vest as follows: 4,000 (1997), 6,800 (1998),
5,100 (1999) and 5,100 (2000). As of June 30, 1997, a total of 48,600 options
have been granted, and options to purchase up to 30,800 additional shares are
available for grant.

During 1996, a warrant to acquire up to 133,263 shares of Common Stock at an
exercise price of $.05 per share and warrants to acquire up to 175,278 shares
of Common Stock at an exercise price of $6.25 per share, were issued.

NOTE 11--COMMITMENTS AND CONTINGENCIES

Future minimum payments under noncancellable operating leases (exclusive of
property expenses and net of sublease rental income), as of December 31, 1996,
are as follows:

<TABLE>
<CAPTION>
YEAR AMOUNT
---- ------
<S> <C>
1997.................................. $1,604
1998.................................. 1,361
1999.................................. 1,243
2000.................................. 162
2001.................................. 38
2002 and thereafter................... 206
------
$4,614
======
</TABLE>

Rent expense under such leases, net of sublease rental income, amounted to
$1,379, $1,539 and $1,589 during the years ended December 31, 1994, 1995 and
1996, respectively, and was $955 for the six months ended June 30, 1997
(unaudited).

In February 1990, the Company sold and leased back its San Diego, California
facility under an operating lease. The Company has a deferred gain as of
December 31, 1996 on this transaction of $387, which is being amortized to
income over the ten year lease term as a reduction of annual rent expense.

The Company has various lawsuits, claims, commitments and contingent
liabilities arising from the ordinary conduct of its business; however, they
are not expected to have a material adverse effect on the Company's financial
position or results of operations.

NOTE 12--SUBSEQUENT EVENT (UNAUDITED)

On September 18, 1997, the Board of Directors approved the filing of a
registration statement on Form S-1 with the Securities and Exchange Commission
to register 1,757,853 shares of Common Stock, of which up to 979,283 shares
will be issued and sold by the Company and 778,550 shares will be sold by
certain Selling Shareholders.

In September 1997, the Company was advised by its environmental consultants
that the costs associated with the remediation of a previously discontinued
operation site are now estimated to be higher than originally anticipated. The
current estimates to remediate this site now range from approximately $600 to
$1,500. Actual costs may be different than the current estimates. Based on
this information, the Company intends to increase its reserve relating to this
site to approximately $600 by recording an after-tax discontinued operation
charge of $244 in the third quarter of 1997.

F-16
<PAGE>

PRO FORMA CONDENSED STATEMENT OF OPERATIONS

The unaudited pro forma condensed statements of operations of the Company
for the six months ended June 30, 1997 and the year ended December 31, 1996,
present results for the Company as if the Company's acquisition of Precision
Aerotech, Inc. ("PAI") and Teletrac, Inc. ("Teletrac") had occurred as of
January 1, 1996. Teletrac's fiscal year does not coincide with a calendar
year. The pro forma condensed statements of operations for the six months
ended June 30, 1997 and the year ended December 31, 1996, include Teletrac's
historical results for the six months ended June 30, 1997 and the year ended
January 31, 1997, respectively. The unaudited pro forma financial information
does not purport to represent what the Company's results of operations
actually would have been had the acquisitions occurred on the dates indicated,
or to project the Company's results of operations for any future date or
period. The pro forma adjustments are based on available information and
certain assumptions that the Company currently believes are reasonable in the
circumstances. The unaudited financial information should be read in
conjunction with the accompanying notes thereto, the separate historical
condensed financial statements of the Company as of and for the six month
period ended June 30, 1997 which are contained in the Company's Quarterly
Report on Form 10-Q for such period; and the historical financial statements
of the Company as of and for the year ended December 31, 1996 which are
contained in the Company's Annual Report on Form 10-K for such period.

The pro forma adjustments and pro forma combined amounts are provided for
informational purposes only. The Company's financial statements reflect the
effects of the acquisition and related financing transaction from the date the
events occurred. The pro forma adjustments are applied to the historical
financial statements to, among other things, account for the acquisition as a
purchase. Under purchase accounting, the total purchase cost was allocated to
the PAI and Teletrac assets and liabilities based on their fair values. The
purchase price allocations for Teletrac had been completed on a preliminary
basis. Accordingly, the final allocations will be different from the amounts
reflected herein. Although the final allocations will differ, the unaudited
pro forma financial information reflects management's best estimate based on
currently available information.

F-17
<PAGE>

AXSYS TECHNOLOGIES, INC.

PRO FORMA CONDENSED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED--DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
(JANUARY 1, 1996-
APRIL 25, 1996) PRO FORMA
AXSYS PRECISION AXSYS
TECHNOLOGIES, INC. AEROTECH, INC.(G) TELETRAC, INC. ADJUSTMENTS TECHNOLOGIES, INC.
------------------ ----------------- -------------- ----------- ------------------
<S> <C> <C> <C> <C> <C>
NET SALES............... $ 91,301 $9,657 $7,995 $ (194)(a) $ 108,759
Cost of sales........... 67,483 7,495 4,938 (194)(a) 79,722
Selling, general and
administrative
expenses............... 16,501 2,042 1,472 (394)(b) 19,621
Amortization of
intangible assets...... 210 -- -- 272 (c) 482
--------- ------ ------ ------- ---------
OPERATING INCOME........ 7,107 120 1,585 122 8,934
Interest expense........ 2,343 446 12 399 (d) 3,200
Other (income) expense.. 18 (3) 15
--------- ------ ------ ------- ---------
INCOME BEFORE TAXES AND
EXTRAORDINARY ITEM..... 4,746 (323) 1,573 (277) 5,719
Provision (benefit) for
income taxes........... 1,891 (126) 634 (2)(e) 2,397
--------- ------ ------ ------- ---------
INCOME BEFORE
EXTRAORDINARY LOSS..... 2,855 (197) 939 (275) 3,322
Extraordinary loss on
early extinguishment of
debt, net
of tax benefit......... (173) -- -- -- (173)
--------- ------ ------ ------- ---------
NET INCOME.............. 2,682 (197) 939 (275) 3,149
Preferred dividends .... 847 -- -- -- 847
--------- ------ ------ ------- ---------
NET INCOME APPLICABLE TO
COMMON SHAREHOLDERS.... $ 1,835 $ (197) $ 939 $ (275) $ 2,302
========= ====== ====== ======= =========
NET INCOME (LOSS) PER
COMMON SHARE:
Net income before
extraordinary item..... $ 0.74 $ 0.87
Extraordinary item...... (0.06) (0.06)
--------- ---------
Total................. $ 0.68 $ 0.81
========= =========
Weighted average number
of common shares
outstanding............ 2,690,843 153,000(f) 2,843,843
========= ======= =========
</TABLE>

See accompanying notes to unaudited pro forma condensed statement of
operations.

F-18
<PAGE>

AXSYS TECHNOLOGIES, INC.

PRO FORMA CONDENSED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 1997
(UNAUDITED--DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
(JANUARY 1, 1997- PRO FORMA
AXSYS MAY 30, 1997) AXSYS
TECHNOLOGIES, INC. TELETRAC, INC. ADJUSTMENTS TECHNOLOGIES, INC.
------------------ ----------------- ----------- ------------------
<S> <C> <C> <C> <C>
NET SALES............... $ 58,849 $4,311 $ -- $ 63,160
Cost of sales........... 43,111 2,407 -- 45,518
Selling, general and
administrative
expenses............... 10,284 1,284 -- 11,568
Amortization of
intangible assets...... 125 -- 113 (c) 238
--------- ------ ------- ---------
OPERATING INCOME........ 5,329 620 (113) 5,836
Interest expense........ 1,343 -- 275 (d) 1,618
Other (income) expense.. 26 -- -- 26
--------- ------ ------- ---------
INCOME BEFORE TAXES..... 3,960 620 (388) 4,192
Provision (benefit) for
income taxes........... 1,594 250 (107)(e) 1,737
--------- ------ ------- ---------
NET INCOME.............. 2,366 370 (281) 2,455
Preferred stock
dividends.............. 102 -- -- 102
--------- ------ ------- ---------
NET INCOME APPLICABLE TO
COMMON SHAREHOLDERS.... $ 2,264 $ 370 $ (281) $ 2,353
========= ====== ======= =========
NET INCOME PER COMMON
SHARE.................. $ 0.69 $ 0.69
========= =========
Weighted average number
of common shares
outstanding............ 3,276,586 127,500(f) 3,404,086
========= ======= =========
</TABLE>

See accompanying notes to unaudited pro forma condensed statement of
operations.

F-19
<PAGE>

AXSYS TECHNOLOGIES, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

(a) To eliminate intercompany sales.
(b) To reflect reductions in overhead expenses as a result of the integration
of Axsys Technologies, Inc. and Precision Aerotech, Inc. ("PAI").
(c) To amortize the incremental Excess of Cost over Net Assets Acquired,
created as a result of the acquisition of Teletrac, Inc., over 30 years.
(d) To adjust interest expense for: (i) interest on incremental borrowings
required to fund the acquisitions, (ii) interest savings from lower rates
on the new credit facility entered into in connection with the PAI
acquisition, (iii) amortization of deferred financing fees and, (iv)
interest attributed to net assets held for disposal.
(e) To reflect the tax effect of the pro forma adjustments.
(f) To fully reflect the 153,000 shares of Axsys stock issued or to be issued
as part of the purchase price for Teletrac, Inc.
(g) Historical PAI amounts exclude the results of L&S Machine Company, Inc., a
wholly-owned subsidiary of PAI, which was accounted for as a net asset
held for sale as of the PAI acquisition date.

F-20
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Teletrac, Inc.:

We have audited the accompanying balance sheet of Teletrac, Inc. (a
California corporation) as of January 31, 1997, and the related statements of
operations, shareholders' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Teletrac, Inc. as of
January 31, 1997, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

Arthur Andersen LLP

Los Angeles, California
March 28, 1997

F-21
<PAGE>

TELETRAC, INC.

BALANCE SHEET
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
JANUARY 31, APRIL 30,
1997 1997
----------- -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash................................................. $ 372 $ 147
Short-term investments............................... 201 --
Accounts receivable.................................. 891 1,964
Inventories.......................................... 1,175 1,190
Prepaid expenses and other........................... 20 16
Deferred income tax asset............................ 42 42
------ ------
TOTAL CURRENT ASSETS............................... 2,701 3,359
------ ------
PROPERTY AND EQUIPMENT, at cost:
Machinery and equipment.............................. 205 221
Computer hardware and software....................... 265 256
Furniture and fixtures............................... 8 8
Leasehold improvements............................... 85 85
------ ------
563 570
Less: Accumulated depreciation and amortization...... (334) (353)
------ ------
229 217
------ ------
OTHER ASSETS:
Shareholder loan..................................... 19 17
Other assets......................................... 19 13
------ ------
TOTAL ASSETS....................................... 38 30
------ ------
$2,968 $3,606
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of bank debt and note payable........ $ 20 $ 120
Accounts payable..................................... 258 465
Accrued liabilities.................................. 158 531
Deferred revenue..................................... 46 47
Customer advances.................................... 39 86
Income taxes payable................................. 494 165
------ ------
TOTAL CURRENT LIABILITIES.......................... 1,015 1,414
------ ------
NOTE PAYABLE, net of current portion................... 44 39
COMMITMENTS AND CONTINGENCIES (Note 6)
SHAREHOLDERS' EQUITY:
COMMON STOCK, NO PAR VALUE:
authorized--10,000,000 shares; issued and
outstanding--207,815 shares......................... 51 51
RETAINED EARNINGS...................................... 1,858 2,102
------ ------
TOTAL SHAREHOLDERS' EQUITY......................... 1,909 2,153
------ ------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY......... $2,968 $3,606
====== ======
</TABLE>

See accompanying notes to financial statements.

F-22
<PAGE>

TELETRAC, INC.

STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
JANUARY 31, 1997 APRIL 30, 1997
---------------- ------------------
(UNAUDITED)
<S> <C> <C>
NET SALES.................................. $7,995 $2,593
Cost of Goods Sold......................... 4,548 1,408
------ ------
GROSS PROFIT............................... 3,447 1,185
------ ------
OPERATING EXPENSES:
General and administrative expenses........ 1,004 491
Selling and marketing expenses............. 467 185
Research and development expenses.......... 390 101
------ ------
1,861 777
------ ------
OPERATING INCOME........................... 1,586 408
Interest expense........................... (14) (2)
Interest income............................ 2 4
------ ------
(12) 2
------ ------
INCOME BEFORE PROVISION FOR INCOME TAXES... 1,574 410
Provision for Income Taxes................. 634 165
------ ------
NET INCOME................................. $ 940 $ 245
====== ======
</TABLE>

See accompanying notes to financial statements.

F-23
<PAGE>

TELETRAC, INC.

STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
JANUARY 31, 1997 APRIL 30, 1997
---------------- ------------------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................... $ 939 $ 245
Adjustments to reconcile net income to
net cash provided by
(used in) operating activities:
Depreciation and amortization.......... 85 19
Decrease (increase) in accounts
receivable............................ (133) (1,073)
Decrease (increase) in inventories..... (547) (15)
Decrease (increase) in prepaid expenses
and other............................. (41) 4
Decrease (increase) in deferred income
tax asset............................. (11) --
Decrease (increase) in other Assets.... -- 8
Increase (decrease) in accounts
payable............................... (76) 207
Increase (decrease) in accrued
liabilities........................... (13) 373
Increase (decrease) in customer
advances.............................. (35) --
Increase (decrease) in deferred
revenue............................... 46 47
Increase (decrease) in income taxes
payable............................... 418 (329)
----- -------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES................. 632 (514)
----- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment...... (134) (6)
Purchases of investments................. (201) --
Proceeds from investments................ -- 201
----- -------
NET CASH USED IN (PROVIDED BY)
INVESTING ACTIVITIES................. (335) 195
----- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable............... 81 --
Proceeds from line of credit............. -- 100
Principal payments on notes payable...... (82) (5)
Repayment of line of credit.............. (110) --
----- -------
NET CASH USED IN (PROVIDED BY)
FINANCING ACTIVITIES................. (109) 95
----- -------
NET INCREASE/(DECREASE) IN CASH............ 188 (224)
CASH AT BEGINNING OF YEAR.................. 185 372
----- -------
CASH AT END OF YEAR........................ $ 373 $ 148
===== =======
</TABLE>

See accompanying notes to financial statements.

F-24
<PAGE>

TELETRAC, INC.

STATEMENT OF SHAREHOLDERS' EQUITY
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON STOCK
-------------- RETAINED
SHARES AMOUNT EARNINGS TOTAL
------- ------ -------- ------
<S> <C> <C> <C> <C>
Balance at January 31, 1996..................... 207,815 $51 $ 918 $ 969
Net income.................................... -- -- 939 939
------- --- ------ ------
Balance at January 31, 1997..................... 207,815 51 1,857 1,908
Net Income.................................... -- -- 245 245
------- --- ------ ------
Balance at April 30, 1997 (unaudited)........... 207,815 $51 $2,102 $2,153
======= === ====== ======
</TABLE>

See accompanying notes to financial statements.

F-25
<PAGE>

TELETRAC, INC.

NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

NOTE 1--BACKGROUND AND OPERATIONS

Teletrac, Inc. (the "Company") was incorporated in the state of California
in October 1980. The Company designs, markets, manufactures and sells
equipment for the testing of computer disk drives.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.

Revenue Recognition

Revenues are recognized at the time of shipment, except for revenues on
long-term contracts which are recorded on the percentage of completion method.

In fiscal 1996, the Company entered into a long-term contract with a
customer to manufacture a specific product for the customer. At January 31,
1997 and April 30, 1997 (unaudited), the entire amount of the contract had
been billed to the customer and $46 of deferred revenue was recorded relating
to the contract. The Company has completed its obligations under the contract
during the second quarter of fiscal 1998.

Significant Customer

In fiscal 1997, sales to one customer accounted for approximately ten
percent of the Company's net sales. This customer accounted for approximately
25 percent and 11 percent (unaudited) of the Company's accounts receivable
balance as of January 31, 1997 and April 30, 1997, respectively. Substantially
all of this customer's balance has been collected during the second quarter of
fiscal 1998.

Short-Term Investments

The Company accounts for its investments under the provisions of Statement
of Financial Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities."

At January 31, 1997, short-term investments consisted of two certificates of
deposit. As defined by the standard, the Company has classified its
investments as "held-to-maturity" investments. Both investments mature in
fiscal 1998.

Inventories

Inventories include material, labor and overhead, are valued at the lower of
cost (first-in, first-out) or market and consist of the following:

<TABLE>
<CAPTION>
JANUARY 31, APRIL 30,
1997 1997
----------- -----------
(UNAUDITED)
<S> <C> <C>
Raw material......................................... $ 678 $ 778
Work in progress..................................... 497 412
------ ------
$1,175 $1,190
====== ======
</TABLE>

F-26
<PAGE>

TELETRAC, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

Property and Equipment

Property and equipment is stated at acquisition cost, net of accumulated
depreciation and amortization, which is computed using straight-line and
accelerated methods over five to seven years.

Costs of normal maintenance and repairs are charged to expense as incurred.
Major replacements or betterments of property and equipment are capitalized.
When items are sold or otherwise disposed of, the cost and related accumulated
depreciation are removed from the accounts and any resulting gain or loss is
included in operations.

Supplemental Cash Flow Information

Cash paid for income taxes was approximately $181 and $495 (unaudited) in
fiscal 1997 and during the three months ended April 30, 1997, respectively.
Cash paid for interest was approximately $14 and $2 (unaudited) in fiscal 1997
and the three months ended April 30, 1997, respectively.

NOTE 3--LINE OF CREDIT

The Company has entered into a line of credit agreement with a bank under
which the Company may borrow up to $300. At January 31, 1997 and April 30,
1997, no amount and $100 were outstanding under the agreement, respectively
The agreement expires on May 15, 1997. Borrowings under the agreement bear
interest at the bank's reference rate (8.25 percent at January 31, 1997) plus
.75 percent. The line of credit is secured by essentially all assets of the
Company.

NOTE 4--NOTE PAYABLE TO A BANK

In March 1996, the Company entered into a note payable agreement with a bank
under which the Company borrowed $81 for the purchase of equipment. The note
is repayable in 48 monthly principal payments of approximately $2 through
March 2000. At January 31, 1997 and April 30, 1997, $64 and $59 (unaudited)
were outstanding under the agreement, respectively. Borrowings under the
agreement bear interest at the bank's reference rate (8.25 percent at January
31, 1997) plus .75 percent. The note is secured by the related equipment.

NOTE 5--INCOME TAXES

The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109.

The deferred income tax asset at January 31, 1997 and April 30, 1997
primarily relates to an accrued liability.

The provision for income taxes is as follows:
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
JANUARY 31, APRIL 30,
1997 1997
----------- ------------------
(UNAUDITED)
<S> <C> <C>
Current Taxes
U.S. Federal................................ $495 $126
State and Local............................. 150 39
---- ----
645 165
==== ====
Deferred Taxes
U.S. Federal................................ (9) --
State and Local............................. (2) --
---- ----
(11) --
---- ----
$634 $165
==== ====
</TABLE>

F-27
<PAGE>

TELETRAC, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

Differences between the provision for income taxes and income taxes at the
statutory federal income tax rate are as follows:

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
JANUARY 31, APRIL 30,
1997 1997
----------- -------------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Income tax provision at the statutory fed-
eral rate.................................. $ 535 34.0% $ 139 34.0%
State and local income taxes, net of federal
benefit.................................... 96 6.1 26 6.3
Other....................................... 3 .2 -- --
----- ----- --------- ---------
$ 634 40.3% $ 165 40.3%
===== ===== ========= =========
</TABLE>

NOTE 6--COMMITMENTS AND CONTINGENCIES

Lease Commitment

The Company leases its facility under an operating lease agreement that
expires in July 1999. Future minimum payments relating to this operating lease
as of January 31, 1997 are as follows:

<TABLE>
<CAPTION>
YEAR ENDING
JANUARY 31, AMOUNT
----------- ------
<S> <C>
1998.............................................................. $121
1999.............................................................. 121
2000.............................................................. 61
----
$303
====
</TABLE>

Rental expense relating to the lease for the year ended January 31, 1997 was
approximately $108.

Litigation

The Company is subject to lawsuits in the normal course of business. In the
opinion of management, pending litigation will not result in any material
losses to the Company.

NOTE 7--SUBSEQUENT EVENT

On May 30, 1997, Axsys Technologies, Inc. purchased approximately 85.6
percent of the outstanding common shares of the Company and entered into
arrangements where under certain conditions it would acquire the remainder of
the Company.

F-28
<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Shareholders Precision Aerotech, Inc. La Jolla,
California

We have audited the accompanying consolidated balance sheets of Precision
Aerotech, Inc. and subsidiaries as of April 30, 1995 and 1994 and the related
consolidated statements of operations, shareholders' equity (deficit) and cash
flows for each of the three years in the period ended April 30, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Precision
Aerotech, Inc. and subsidiaries as of April 30, 1995 and 1994 and the results
of their operations and their cash flows for each of the three years in the
period ended April 30, 1995, in conformity with generally accepted accounting
principles.

McGladrey & Pullen, LLP

San Diego, California
July 19, 1995

F-29
<PAGE>

PRECISION AEROTECH, INC.

CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
APRIL 30,
---------------
1994 1995
------- -------
<S> <C> <C>
ASSETS (NOTE 6)
CURRENT ASSETS
Cash......................................................... $ 711 $ 240
Accounts receivable, net (Notes 2 and 12).................... 3,967 4,664
Inventories (Note 3)......................................... 6,852 7,700
Prepaid expenses and other current assets.................... 84 103
Deferred tax assets (Note 10)................................ -- 961
------- -------
TOTAL CURRENT ASSETS....................................... 11,614 13,668
------- -------
NET PROPERTY, PLANT AND EQUIPMENT (Notes 4 and 8).............. 9,709 9,535
------- -------
OTHER ASSETS................................................... 29 75
------- -------
TOTAL ASSETS............................................... $21,352 $23,278
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable............................................. $ 1,208 $ 3,130
Income taxes payable......................................... -- 235
Accrued expenses and other current liabilities (Note 9)...... 2,698 3,370
Current portion of long-term debt and capital lease
obligations (Notes 6 and 8)................................. 1,276 1,227
------- -------
TOTAL CURRENT LIABILITIES.................................. 5,182 7,962
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, less current
portion (Notes 6 and 8)....................................... 15,427 13,690
DEFERRED TAX LIABILITIES (Note 10)............................. -- 820
COMMITMENTS AND CONTINGENCIES (Notes 8 and 15)
SHAREHOLDERS' EQUITY (Notes 6, 7 and 11)
COMMON STOCK, $.01 par value authorized 15,000,000 shares,
issued and outstanding 789,250 shares......................... 8 8
ADDITIONAL PAID-IN CAPITAL..................................... 735 735
RETAINED EARNINGS since May 1, 1994 ($15,927 accumulated
deficit eliminated in quasi-reorganization on April 30,
1994)......................................................... -- 63
------- -------
TOTAL SHAREHOLDERS' EQUITY................................. 743 806
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................. $21,352 $23,278
======= =======
</TABLE>

See accompanying notes to consolidated financial statements.

F-30
<PAGE>

PRECISION AEROTECH, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,
---------------------------
1993 1994 1995
-------- -------- -------
<S> <C> <C> <C>
NET SALES (Note 12).............................. $ 47,602 $ 36,528 $35,806
Cost of sales.................................... 37,746 28,305 27,007
-------- -------- -------
GROSS PROFIT..................................... 9,856 8,223 8,799
-------- -------- -------
Selling, general, and administrative expenses.... 8,628 6,353 7,098
Amortization (Note 5)............................ 9,477 527 1
Debt restructuring expenses...................... 2,529 -- --
(Income) loss on disposal of subsidiaries (Note
14)............................................. 2,165 (378) (97)
-------- -------- -------
22,799 6,502 7,002
-------- -------- -------
OPERATING INCOME (LOSS) FROM CONTINUING
OPERATIONS...................................... (12,943) 1,721 1,797
Interest income (expense), net................... (4,978) (5,794) (1,686)
Other income (expense), net...................... (48) 31 45
-------- -------- -------
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES.................................... (17,969) (4,042) 156
Income taxes (Note 10)........................... 149 43 93
-------- -------- -------
INCOME (LOSS) FROM CONTINUING OPERATIONS......... (18,118) (4,085) 63
-------- -------- -------
DISCONTINUED OPERATIONS (Note 14):
Gain (loss) from Aero operations............... (75) 175 --
-------- -------- -------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM.......... (18,193) (3,910) 63
Extraordinary item, gain on troubled debt
restructuring (Note 6).......................... -- 23,669 --
-------- -------- -------
NET INCOME (LOSS)................................ $(18,193) $ 19,759 $ 63
======== ======== =======
EARNINGS PER SHARE:
Income (loss) from continuing operations....... $(532.44) $(106.33) $ 0.08
Gain (loss) from discontinued operations....... (2.17) 4.56 --
Extraordinary item, gain on troubled debt
restructuring................................. -- 616.05 --
-------- -------- -------
Net income (loss)............................ $(534.61) $ 514.28 $ 0.08
======== ======== =======
Weighted average number of shares outstanding
(Note 11)....................................... 34,483 38,419 789,250
======== ======== =======
</TABLE>

See accompanying notes to consolidated financial statements.

F-31
<PAGE>

PRECISION AEROTECH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,
--------------------------
1993 1994 1995
-------- -------- ------
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss)................................. $(18,193) $ 19,759 $ 63
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization of property, plant
and equipment................................... 2,538 2,265 2,370
Other amortization............................... 9,972 527 1
Gain on troubled debt restructuring.............. -- (23,669) --
Provision for losses on accounts receivable...... 51 35 --
Provision for losses on inventory................ 32 (330) 222
(Gain) loss on sale of assets.................... (78) 3 --
Deferred income taxes............................ -- -- (141)
Noncash (income) loss on disposal of subsidiaries
or discontinued operations...................... 1,986 (553) --
Accrued interest added to long-term debt......... 1,441 3,522 --
(Increase) decrease in Accounts receivable....... 1,345 593 (697)
(Increase) decrease in Inventories............... 1,142 3,789 (1,070)
(Increase) decrease in Prepaid expenses and other
current assets.................................. 187 (3) (19)
(Increase) decrease in Other noncurrent assets... 90 25 (45)
Increase (decrease) in Accounts payable.......... (1,648) (1,221) 1,922
Increase (decrease) in Income taxes payable...... -- -- 235
Increase (decrease) in Accrued expenses and other
current liabilities............................. 2,750 (3,412) 672
-------- -------- ------
NET CASH PROVIDED BY OPERATING ACTIVITIES.... 1,615 1,330 3,513
-------- -------- ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.............................. (1,144) (451) (1,000)
Proceeds from disposal of assets.................. 139 490 42
-------- -------- ------
NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES.................................. (1,005) 39 (958)
-------- -------- ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on long-term debt...................... 40,042 -- 6,060
Principal payments on long-term debt and capital
lease obligations................................ (38,452) (2,858) (9,086)
-------- -------- ------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES.................................. 1,590 (2,858) (3,026)
-------- -------- ------
NET INCREASE (DECREASE) IN CASH.............. 2,200 (1,489) (471)
CASH AT BEGINNING................................. -- 2,200 711
-------- -------- ------
CASH AT ENDING.................................... $ 2,200 $ 711 $ 240
======== ======== ======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for:
Interest......................................... $ 2,423 $ 2,155 $1,575
Income tax payments.............................. 139 284 --
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
Equipment acquired under capital leases........... $ 794 $ 246 $1,239
Accrued interest added to long-term debt.......... 1,441 3,522 --
</TABLE>

See accompanying notes to consolidated financial statements.

F-32
<PAGE>

PRECISION AEROTECH, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
SERIES A SERIES B SERIES C
PREFERRED STOCK PREFERRED STOCK PREFERRED STOCK
----------------- ------------------ ------------------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
-------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Balance at April 30, 1992.... 4,980 $ 1 45,188 $ 4 79,080 $ 8
Net (loss)................. -- -- -- -- -- --
-------- ------ --------- ------ --------- ------
Balance at April 30, 1993.... 4,980 1 45,188 4 79,080 8
Reclassification/conversion
of stock in troubled debt
restructuring (Notes 6 and
11)....................... (4,980) (1) (45,188) (4) (79,080) (8)
Reverse stock split common
stock (Note 11)........... -- -- -- -- -- --
Change in common stock par
value..................... -- -- -- -- -- --
Net income................. -- -- -- -- -- --
Adjustment for quasi-
reorganization as of
April 30, 1994 (Note 7)... -- -- -- -- -- --
-------- ------ --------- ------ --------- ------
Balance at April 30, 1994.... -- -- -- -- -- --
Net income................. -- -- -- -- -- --
-------- ------ --------- ------ --------- ------
Balance at April 30, 1995.... -- $ -- -- $ -- -- $ --
======== ====== ========= ====== ========= ======
</TABLE>

See accompanying notes to consolidated financial statements.

F-33
<PAGE>

PRECISION AEROTECH, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)--(CONTINUED)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL RETAINED
------------------ PAID-IN EARNINGS
SHARES AMOUNT CAPITAL (DEFICIT) TOTAL
---------- ------ ---------- --------- -------
<S> <C> <C> <C> <C> <C>
Balance at April 30, 1992.... 3,448,253 $ 345 $ 14,064 $(17,493) $(3,071)
Net (loss)................. -- -- -- (18,193) (18,193)
---------- ----- -------- -------- -------
Balance at April 30, 1993.... 3,448,253 345 14,064 (35,686) (21,264)
Reclassification/conversion
of stock in troubled debt
restructuring (Notes 6 and
11)....................... 754,968 8 2,253 -- 2,248
Reverse stock split common
stock (Note 11)........... (3,413,971) -- -- -- --
Change in common stock par
value..................... -- (345) 345 -- --
Net income................. -- -- -- 19,759 19,759
Adjustment for quasi-
reorganization as of
April 30, 1994 (Note 7)... -- -- (15,927) 15,927 --
---------- ----- -------- -------- -------
Balance at April 30, 1994.... 789,250 8 735 -- 743
Net income................. -- -- -- 63 63
---------- ----- -------- -------- -------
Balance at April 30, 1995.... 789,250 $ 8 $ 735 $ 63 $ 806
========== ===== ======== ======== =======
</TABLE>

See accompanying notes to consolidated financial statements.

F-34
<PAGE>

PRECISION AEROTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1--NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

The Company manufactures precision assemblies and components used primarily
in the aerospace, defense, communication and reprographics industries
generally under long-term contracts, which are typically less than three years
in duration. The Company's accounts receivable are due primarily from
companies in these industries located throughout the United States. Credit is
extended based on an evaluation of the customer's financial condition and
collateral is not required.

A summary of the Company's significant accounting policies follows:

Principles of Consolidation

The consolidated financial statements include the accounts of Precision
Aerotech, Inc. and its subsidiaries (the Company). All significant
intercompany accounts and transactions have been eliminated.

Inventories

Inventories are stated at the lower of cost (first-in, first-out) or market,
net of progress payments received. Under the contractual arrangements by which
progress payments are received, the customer has a security interest in the
inventory identified with related contracts.

Revenue Recognition

Revenue is generally recognized on the units-of-delivery method. Sales and
costs of sales are generally recognized when inventory manufactured pursuant
to a contract is shipped. Provisions are made on a current basis to fully
recognize any anticipated losses on contracts.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated
depreciation and amortization. Leasehold improvements are amortized on the
straight-line method over the shorter of the term of the related lease or the
estimated useful life of the improvement. Depreciation of plant and equipment
is provided over the estimated useful lives of the respective assets using the
straight-line method, typically five to eight years. Amortization of equipment
acquired under capital leases is included in depreciation of plant and
equipment.

Excess of Cost Over Fair Value of Purchased Subsidiaries

Prior to the implementation of the quasi-reorganization, the excess of cost
over fair value of purchased subsidiaries was amortized over 20 years using
the straight-line method. Annually, management reviewed the unamortized value
of the intangibles using a discounted cash flow method of valuation using a
rate of 13.5% for each subsidiary having a material balance and reduced their
balances if the values were permanently impaired. Due to the elimination of
the unamortized balance of the excess of cost over fair value of purchased
subsidiaries effective April 28, 1994, there is no remaining balance reflected
on the accompanying consolidated balance sheets (see Notes 5 and 7).

Income taxes

Deferred taxes are provided on a liability method whereby deferred tax
assets are recognized for deductible temporary differences and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when it is determined to be more likely than not that some
portion or all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax laws and
rates on the date of enactment.

F-35
<PAGE>

PRECISION AEROTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

Research and Development Expense

The Company incurred and expensed $305, $426 and $553 for research and
development during the years ended April 30, 1993, 1994 and 1995,
respectively.

Earnings Per Share

Earnings per share is computed on the basis of the weighted average number
of shares outstanding as restated for the effect of the reverse stock split
(see Note 11) after adjusting for dividend requirements of Preferred Stock in
1993 and 1994.

NOTE 2--ACCOUNTS RECEIVABLE

Following are the components of accounts receivable, substantially all from
long-term contracts:

<TABLE>
<CAPTION>
APRIL 30,
-------------
1994 1995
------ ------
<S> <C> <C>
Amounts billed................................................ $4,142 $4,748
Less allowance for doubtful accounts.......................... 175 84
------ ------
$3,967 $4,664
====== ======
</TABLE>

NOTE 3--INVENTORIES

The components of inventories, substantially all of which relate to long-
term contracts:

<TABLE>
<CAPTION>
APRIL 30,
-------------
1994 1995
------ ------
<S> <C> <C>
Work-in-process and finished components...................... $6,839 $7,528
Raw materials................................................ 233 345
Less amounts representing progress payments received on
uncompleted contracts....................................... 220 173
------ ------
$6,852 $7,700
====== ======
</TABLE>

Inventories are net of reserves of $583 and $805 at April 30, 1994 and 1995,
respectively.

NOTE 4--PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

<TABLE>
<CAPTION>
APRIL 30,
-------------
1994 1995
------ ------
<S> <C> <C>
Land.......................................................... $ 465 $ 465
Building and leasehold improvements........................... 2,313 2,417
Machinery and equipment....................................... 3,369 4,571
Machinery and equipment under capital leases.................. 2,962 3,510
Furniture and fixtures........................................ 600 926
------ ------
9,709 11,889
Less accumulated depreciation and amortization................ -- 2,354
------ ------
$9,709 $9,535
====== ======
</TABLE>
Included in accumulated depreciation and amortization are amounts related to
assets acquired under capital leases of $0 and $607 at April 30, 1994 and
1995, respectively (see Note 7).

F-36
<PAGE>

PRECISION AEROTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

NOTE 5--EXCESS OF COST OVER FAIR VALUE

In its annual evaluation of the unamortized value of the excess of cost over
fair value of purchased subsidiaries at April 30, 1993, management determined
there was an impairment of the value recorded in connection with subsidiaries
purchased in 1988. Based upon changes in the national political and economic
environment it was felt that this impairment was permanent. Loss from
continuing operations reflects a charge of approximately $8,995 for the year
ended April 30, 1993 for additional amortization as a result of recording this
impairment. In addition, management reevaluated its estimate of the useful
life of the excess of cost related to this 1988 acquisition from 40 to 20
years.

In connection with the comprehensive restructuring accomplished in 1994, the
Company implemented a quasi-reorganization and as a result recorded a charge
of approximately $7,378 to accumulated deficit to eliminate the remaining
unamortized value of the excess of cost over fair value of purchased
subsidiaries (see Note 7). The reduction in the intangible asset was a result
of the implementation of the quasi-reorganization and was not based on an
indication of further impairment using the evaluation method described above.

NOTE 6--DEBT AND CAPITAL LEASE OBLIGATIONS

Following is a summary of long-term debt and capital lease obligations:

<TABLE>
<CAPTION>
APRIL 30,
---------------
1994 1995
------- -------
<S> <C> <C>
$10,500 term loan bearing interest at 10%, interest payable
monthly, quarterly principal payments of $101 through
September 30, 1998 and the unpaid balance due December 31,
1998(a)(b)................................................... $10,500 $10,096
$2,500 term loan bearing interest at 10% interest payable
monthly, quarterly principal payments of $24,038 through
September 30, 1998 and the unpaid balance due December 31,
1998(a)(b)................................................... 2,500 2,404
$4,000 revolving credit agreement bearing interest at 10%
interest payable monthly and principal due December 31,
1998(a)(b)(c)................................................ 2,000 360
Obligations under capital leases with interest at 6.7% to
13.4%, due in monthly installments through December 1998,
collateralized by certain equipment.......................... 1,703 2,057
------- -------
16,703 14,917
Less current portion.......................................... 1,276 1,227
------- -------
$15,427 $13,690
======= =======
</TABLE>
- --------
(a) On April 28, 1994 the Company entered into a capital Restructuring
agreement with its two primary lending institutions. The Company issued
532,744 shares of common stock to Foothill Capital Corporation (Foothill)
and 217,044 shares of common stock to Teachers Insurance and Annuity
Association (TIAA) in exchange for amendment of the Company's Senior
Credit Agreement to reduce the principal and accrued interest outstanding
from $49,767 to $17,000 including a $2,500 note to TIAA in exchange for
all of its outstanding 14.5% Guaranteed Senior Subordinated Notes and all
of its outstanding Convertible Exchangeable Preferred Stock (Series B) and
Convertible Participating Preferred Stock (Series C). Additionally, the
holders of the Reincorporation Preferred Stock (Series A) agreed to
reclassify their shares into shares of common stock of the Company.
Concurrent with the closing of the Restructuring agreement, all series of
preferred stock were canceled and the Company is now authorized to only
issue shares of common stock. The value assigned to the common shares
issued to the lending institutions was $2,249 as of April 28, 1994 based
on a "bid" price provided by the NASDAQ in the month prior to the
restructuring. There was no significant trading

F-37
<PAGE>

PRECISION AEROTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

activity between the date of the proxy and the date of the restructuring.
The restructuring required four representatives of the creditors serve on
the Company's five person Board of Directors. The gain was measured by
reducing the recorded obligation prior to restructuring by the value of the
common shares issued to the lenders, then comparing this amount to the
total future principal and interest payments required under the
restructured agreements. The restructuring with TIAA resulted in an
extraordinary gain of $23,669 or $616.05 per share. There was no tax effect
of the extraordinary gain because a portion of the gain was nontaxable and
the remaining portion was offset by utilization of net operating loss
carryforwards. This transaction was accounted for in accordance with the
Financial Accounting Standards Board Statement No. 15 "Accounting by
Debtors and Creditors for Troubled Debt Restructurings."
In connection with implementation of the quasi-reorganization (see Note 7),
the Company recorded a credit of approximately $6,849 to accumulated
deficit to eliminate the prospective restructuring interest to reduce the
debt to approximate fair market value.
(b) The term loans and revolving credit agreement contain certain restrictive
covenants which included, among other things, restrictions on the payments
of dividends and the incurrence of additional indebtedness. Substantially
all assets of the Company, with the exception of assets acquired and
collateralized pursuant to capital lease obligations and amounts
representing progress payments received on uncompleted contracts, are
pledged as collateral under the term notes and revolving credit agreement.
Under the term loan and revolving credit agreement, the Company is required
to pay the creditor a quarterly commitment fee as long as any amounts are
outstanding.
(c) The revolving credit agreement provides for an amount not to exceed the
Borrowing Base (as defined). Under the terms of the agreement, amounts
borrowed may be repaid and reborrowed at any time prior to the termination
date, December 31, 1998. At April 30, 1995, borrowings of $3,640 are
available under the agreement.

Scheduled maturities of long-term debt and capital lease obligations are as
follows:

<TABLE>
<CAPTION>
YEAR ENDING
APRIL 30, AMOUNT
----------- -------
<S> <C>
1996............................. $ 1,227
1997............................. 1,091
1998............................. 821
1999............................. 11,714
2000............................. 64
-------
$14,917
=======
</TABLE>

The Company had issued warrants prior to the fiscal year ended April 30,
1994 to the senior creditor and senior subordinated note holder, for a total
of 457,310 shares (prior to effect of reverse stock split) of its common
stock, in consideration for the terms and conditions in the term loan,
revolving note and senior subordinated note agreements. The warrants were
canceled as part of the debt restructuring.

Foothill, the holder of the $10,500 term note and the $4,000 revolving
credit agreement, became the holder of the majority of the Company's common
stock on April 28, 1994. Interest expense on indebtedness to Foothill was
$403, $1,500 and $1,205 for the years ending April 30, 1993, 1994 and 1995,
respectively.

TIAA, the holder of the $2,500 term note and former holder of the senior
subordinated notes and preferred stock, also became a holder of common stock
on April 28, 1994. Interest expense on indebtedness to TIAA amounted to
$3,185, $2,887 and $247 for the years ended April 30, 1993, 1994 and 1995,
respectively.

F-38
<PAGE>

PRECISION AEROTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

NOTE 7--QUASI-REORGANIZATION

After the debt restructuring accomplished on April 28, 1994, the Company
implemented, for accounting purposes, a "quasi-reorganization", an elective
accounting procedure that permits a company which has emerged from previous
financial difficulty to restate its accounts and establish a fresh start in an
accounting sense. After implementation of the accounting quasi-reorganization,
the Company's assets and liabilities were adjusted to fair value, however
these adjustments were limited so as to not increase net assets. The deficit
balance in retained earnings was charged to additional paid-in capital. The
Company effected the accounting quasi-reorganization as of April 30, 1994.

The following represents the effects of the reorganization at April 30,
1994:

<TABLE>
<CAPTION>
PRIOR TO AFTER
REORGANIZATION REORGANIZATION
-------------- --------------
<S> <C> <C>
CURRENT ASSETS............................... $ 11,614 $11,614
Property, plant and equipment................ 9,180 9,709
Excess of costs over fair value of purchased
subsidiaries................................ 7,378 --
Other assets................................. 29 29
-------- -------
TOTAL ASSETS............................. $ 28,201 $21,352
======== =======
CURRENT LIABILITIES.......................... $ 5,182 $ 5,182
Long-term obligations:
Principal.................................. 15,427 15,427
Interest................................... 6,849 --
-------- -------
TOTAL LIABILITIES........................ 27,458 20,609
-------- -------
COMMON STOCK................................. 8 8
Additional paid-in capital................... 16,662 735
RETAINED EARNINGS (deficit).................. (15,927) --
-------- -------
TOTAL SHAREHOLDERS' EQUITY............... 743 743
-------- -------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY.................................. $ 28,201 $21,352
======== =======
</TABLE>

NOTE 8--LEASES

The Company leases a facility in Rochester Hills, Michigan at $216 annually
through 1996 and $250 annually through 1999. The lease contains four five-year
renewal options with increases in the annual rent of 20% per renewal term. The
Company accrues rent expense on a straight-line basis and at April 30, 1994
and 1995, deferred rent was approximately $102 and $105, respectively.

F-39
<PAGE>

PRECISION AEROTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

Future minimum payments under the capital leases and noncancellable
operating leases with terms of one year or more consist of the following:

<TABLE>
<CAPTION>
YEAR ENDING CAPITAL OPERATING
APRIL 30, LEASES LEASES
----------- ------- ---------
<S> <C> <C>
1996...................... $ 912 $ 301
1997...................... 703 277
1998...................... 389 251
1999...................... 385 251
2000...................... 64 125
Thereafter................ -- --
------ ------
2,453 $1,205
======
Less portion relating to
interest................. 396
------
$2,057
======
</TABLE>

Total rent expense charged to operations, exclusive of property tax,
insurance and maintenance, was $641, $393 and $308 during the years ended
April 30, 1993, 1994 and 1995, respectively.

In May 1995, the Company entered into a capital lease agreement for
equipment. The lease agreement provides for sixty monthly payments of $11
which have not been included in the future minimum capital lease payments
above. The initial present value of the future rental payments calculated at
an implied rate of 14.1% is $515.

NOTE 9--ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

<TABLE>
<CAPTION>
APRIL 30,
-------------
1994 1995
------ ------
<S> <C> <C>
Accrued compensation.......................................... $1,332 $2,149
Customer advances............................................. 528 213
State income taxes payable.................................... 75 103
Accrued expenses in connection with disposal of Coast......... 33 --
Other......................................................... 730 905
------ ------
$2,698 $3,370
====== ======
</TABLE>

NOTE 10. INCOME TAXES

Effective May 1, 1993, the Company adopted FASB Statement No. 109,
Accounting for Income Taxes. The adoption of Statement 109 changes the
Company's method of accounting for income taxes from the deferred method to a
liability method. Under the deferred method, the Company deferred the past tax
effects of timing differences between financial reporting and taxable income.
As explained in Note 1, the liability method requires the recognition of
deferred tax assets and liabilities for the expected future tax consequences
of temporary differences between the reported amounts of assets and
liabilities and their tax bases.

The adoption of Statement 109 had no effect on the May 1, 1993 balance
sheet.

F-40
<PAGE>

PRECISION AEROTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

The components giving rise to deferred taxes described above consist of:

<TABLE>
<CAPTION>
APRIL 30,
----------------
1994 1995
------- -------
<S> <C> <C>
Deferred tax assets:
Accounts receivable allowances.............................. $ 66 $ 64
Inventory allowances........................................ 246 313
Long-term contracts......................................... 1,053 1,051
Contribution to employee benefit plan....................... 107 --
State income tax............................................ -- 38
Loan restructuring costs.................................... 488 320
Deferred rent............................................... 37 36
Accrued vacation............................................ 173 234
Other....................................................... 196 120
------- -------
2,366 2,176
Less valuation allowance...................................... 1,006 1,026
------- -------
1,360 1,150
------- -------
Deferred tax liabilities:
Property and equipment...................................... (1,360) (1,009)
------- -------
$ -- $ 141
======= =======
</TABLE>

The components giving rise to the net deferred tax assets described above
have been included in the accompanying consolidated balance sheet as follows:

<TABLE>
<CAPTION>
APRIL 30,
1995
---------
<S> <C>
Current assets..................................................... $ 961
Noncurrent (liabilities)........................................... (820)
-----
$ 141
=====
</TABLE>

A valuation allowance was established for the net deferred tax assets for
which the ultimate realization depends on the Company's ability to generate
sufficient taxable income in the future. The Company has undergone substantial
restructuring (see Note 6), however, due to the nature of the deferred tax
assets and historical results of operations, a valuation allowance of $1,026
and $1,006 was recorded as of April 30, 1995 and 1994, respectively. If the
Company is able to generate sufficient taxable income in the future through
operating results or tax planning opportunities, reductions in the valuation
allowance established as of April 30, 1994 will be recorded by a charge
directly to additional paid-in capital as required after implementation of the
quasi-reorganization (see Note 7).

Because of limitations imposed by the tax laws on the Company due to the
occurrence of an ownership change (see Note 6), all unused net operating loss
carryforwards generated prior to 1994 were eliminated as of April 30, 1994.

F-41
<PAGE>

PRECISION AEROTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

The income tax provision differs from the amount of income tax determined by
applying the U.S. federal income tax rate to pretax income from continuing
operations for the years ended April 30, 1995, 1994 and 1993 due to the
following:

<TABLE>
<CAPTION>
APRIL 30,
----------------------
1993(A) 1994 1995
------- ------- ----
<S> <C> <C> <C>
Computed "expected" tax expense (credit)................. $(2,953) $(1,757) $ 54
Increase (decrease) in income taxes resulting from:
Losses for which no current benefit is available....... 2,953 1,757 --
State taxes, net of federal tax benefits, if any....... 149 43 19
Change in valuation allowance.......................... -- -- 20
------- ------- ----
$ 149 $ 43 $ 93
======= ======= ====
</TABLE>
- --------
(a) As computed in accordance with APB Opinion No. 11.

The provision for income taxes charged to operations for the year ended
April 30, 1995 consist of $234 of currently payable income taxes and a
deferred tax benefit of $141. The income taxes in the consolidated statements
of operations consist of current state income taxes for the years ended April
30, 1993 and 1994.

An examination of the Company's Alabama Franchise Tax returns by the Alabama
Department of Revenue for the years 1989 through 1994 has been completed.

Notices for the years 1989 through 1994 assess additional taxes. The Company
is contesting the proposed additional taxes, which relate primarily to the
inclusion of various liability and equity accounts in the tax base of Alabama
and amount to approximately $388 (plus penalties and interest) for the years
1989 through 1994 combined, after giving effect to offsetting adjustments
available to the Company. Management intends to contest the Department of
Revenue's position and believes that the contested additional taxes will be
substantially reduced from those proposed by the agents.

No accrual has been made in the financial statements for the contested
adjustments since the ultimate liability, if any, cannot be reasonably
estimated. Any ultimate liability is not expected to be material in relation
to the consolidated financial position of the Company, but could be material
in relation to the earnings of the period in which a determination occurs.

NOTE 11--STOCK TRANSACTIONS

On April 28, 1994 the Board of Directors authorized, and the Company
executed, a 1-for-100 reverse stock split with respect to the Company's common
stock, thereby decreasing the number of issued and outstanding shares to
789,250. Additionally, the par value of each share was decreased to $0.01.
Certain references in the accompanying consolidated financial statements to
the number of common shares for 1993 have been restated to reflect the reverse
stock-split. Weighted average number of shares outstanding for calculation of
earnings per share have been restated for the year ended April 30, 1993 to
reflect the reverse stock split.

In connection with the Company's capital restructuring agreement, the
holders of Series A preferred stock agreed to reclassify their shares into
shares of common stock of the Company. The Series B and Series C holder
exchanged those shares for debt (see Note 6).

In May 1989, the Company registered 850,000 shares (prior to effect of
reverse stock split) of common stock with the Securities and Exchange
Commission pursuant to the Amended and Restated 1986 Stock Option

F-42
<PAGE>

PRECISION AEROTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

Plan of Precision Aerotech, Inc. (the Stock Option Plan) and the Stock Bonus
Plan for Key Employees of Precision Aerotech, Inc. (the Stock Bonus Plan).

The Stock Option Plan provides for the granting of options for up to 350,000
shares (prior to effect of reverse stock split) of its common stock to
employees for a price not less than the fair market value of the stock at the
date of grant. The term of the options cannot exceed ten years and no option
may be exercised during the first year after such option is granted.

The following table summarizes stock option activity for the three years
ended April 30, 1995:

<TABLE>
<CAPTION>
NUMBER OF PRICE
SHARES PER SHARE
--------- ------------------
<S> <C> <C>
Outstanding at April 30, 1992.................... 344,550 $1.00 to $7.25
Expired or forfeited........................... (16,450) $1.00
-------- ------------------
Outstanding at April 30, 1993.................... 328,100 $1.00 to $7.25
Expired or forfeited........................... (23,350) $1.00 to $7.25
Effects of reverse stock split................. (301,702) --
-------- ------------------
Outstanding at April 30, 1994.................... 3,048 $100.00 to $725.00
Expired or forfeited........................... (1,902) $100.00 to $725.00
-------- ------------------
Outstanding at April 30, 1995.................... 1,146 $100.00 to $725.00
======== ==================
</TABLE>

At April 30, 1995, 1,146 options (after effect of reverse stock split) were
exercisable. Options to purchase 2,354 shares were available for grant at
April 30, 1995.

The Stock Bonus Plan provides that any key employee of the Company is
eligible to be granted a stock bonus. The stock bonus will be determined by
the stock bonus committee in its sole discretion. The plan covers 50 shares
(after effect of reverse stock split) of the Company's unissued common stock.

The former Chairman of the Board has a stock appreciation right with respect
to 500 shares (after effect of reverse stock split) of common stock under
which he could receive cash equal to the difference between the market value
of the stock on the date of grant ($62.50, as adjusted for effect of reverse
stock split) and on the date the right is exercised. The right became vested
in February 1992 and is exercisable for four years thereafter.

Following is a summary of common stock reserved for future issuance:

<TABLE>
<CAPTION>
APRIL 30,
-----------
1994 1995
----- -----
<S> <C> <C>
The Amended and Restated 1989 Stock Option Plan..................... 3,500 3,500
The Stock Bonus Plan for Key Employees.............................. 3,747 3,747
----- -----
7,247 7,247
===== =====
</TABLE>

NOTE 12--OPERATIONS

Major customers

Sales to a major customer in the Precision Machining and Assembly segment
aggregated 22%, 15% and 17% for the years ended April 30, 1993, 1994 and 1995.
In addition, sales to another customer in the optical systems segment
aggregated 15% in 1995. Accounts receivable from these two customers were $623
and $538, respectively at April 30, 1995.

F-43
<PAGE>

PRECISION AEROTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

Termination payments

During the year ended April 30, 1994, the Company recognized $3,540 in
settlement revenue including gross profit of $1,989 on contracts terminated by
customers for convenience.

NOTE 13. EMPLOYEE BENEFIT PLANS

The Company's subsidiaries maintain various defined contribution employee
benefit plans covering substantially all employees. These plans include
primarily a salary deferred plan under Section 401(k). There are no minimum
funding requirements for any plans and contributions to the plans are
discretionary. Amounts charged to operations pursuant to such plans were $298,
$358 and $214, during the years ended April 30, 1993, 1994 and 1995,
respectively.

NOTE 14--DISPOSAL OF SUBSIDIARIES

The Company decided to terminate operations at its Coast Aerotech, Inc.
(Coast) subsidiary effective as of February 1, 1993. Coast was included in the
Precision Machining and Assembly segment and was an assembler of welded tube
and duct assemblies, hose and bellows components and dip brazing. Coast's
sales for the year ended April 30, 1993 were $5,784. At April 30, 1993, the
Company recorded a provision for disposition in the amount of $2,165 for costs
estimated to be incurred prior to Coast's disposition. During the year ended
April 30, 1994 it was determined that the provision for disposition recorded
April 30, 1994 was in excess of the costs to discontinue the operations of
Coast. As a result, $378 is included as income on disposal of subsidiaries for
the year ended April 30, 1994. During 1995 Coast collected an additional $97
from a customer for payment for intellectual property. This amount is shown as
income on disposal of subsidiaries for the year ended April 30, 1995.

During 1991, the Company decided to liquidate its Aero Technologies, Inc.
(Aero) subsidiary and all of its machinery and equipment was auctioned with
the proceeds used to pay off existing obligations. The land and building were
offered for sale and a provision for anticipated losses was recorded which
included an amount to reduce the carrying value to an expected net realizable
value of $200. During the year ended April 30, 1994, the Company decided to
utilize the Aero land and buildings as a manufacturing facility and,
therefore, were reclassified at April 30, 1994 to property, plant and
equipment of the Precision Machining and Assembly segment. The facility has
been revalued at an economic use amount rather than the net realizable value
used at April 30, 1994. This change in value along with completion of the
other phase-out costs resulted in a gain from discontinued operations in the
amount of $175 for the year ended April 30, 1994.

NOTE 15--CONTINGENCIES

The Company has been identified as one of many potentially responsible
parties (PRP's) for cleanup at a Government licensed, third party waste
disposal site and, separately at a plant site sold by one of the subsidiaries
12 years prior to Precision Aerotech, Inc.'s ownership.

In the first matter, the Environmental Protection Agency (EPA) has notified
the Company, along with many other parties, that it is potentially liable for
costs related to removal of materials and remediation of damage that may have
been caused by hazardous substances at a licensed third-party waste disposal
site. Management intends to respond by cooperating with all EPA requests. The
EPA has notified the Company that it has completed the cleanup of the site at
a cost of $4,721 and has made a demand seeking payment. The EPA is currently
negotiating a potential global settlement agreement with the PRP's. However,
if a global settlement is not achieved, the EPA reserves the right to
determine an allocation formula and tender prorated settlement offers on a
take-it or leave-it basis. Based on information provided by the EPA,
management has estimated the future liability for the

F-44
<PAGE>

PRECISION AEROTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

Company's portion of the cleanup to be no more than approximately $75. The
estimate is based on the current EPA calculation of the Company's proportional
share of responsibility based on the ratio of the Company's gallonage at the
site compared to the total gallonage of all PRP's. Joint and several
liabilities among the PRP's can be imposed. Joint and several liability means
that any one party could theoretically be liable for the entire cleanup. In
light of the large number of PRP's, the Company believes this is highly
unlikely. However, the large number of PRP's does not change the maximum
theoretical exposure of joint and several liabilities. It was also hoped that
the site insurance carrier would be obligated to contribute to the cleanup
costs. To date, there has been no contribution by the insurance carrier and it
is unlikely that any such contribution will occur. Management's estimate of
the future liability does not include any assumed amounts to be recovered from
the insurance carrier.

In the second matter, during the process of selling the property, the
current owner of the plant site has made various assertions regarding
environmental contamination at the site and the potential it may incur
significant remediation costs. No litigation has been brought against the
Company. Management denies that it is liable for any potential contamination
at the site, which was never occupied or used during Precision Aerotech, Inc.
ownership, and intends to vigorously contest any claims related thereto. The
Company's legal counsel is unable to assess the extent of the Company's
exposure or form a judgment as to the likelihood of an unfavorable outcome in
this matter, if any, until further documentation and more complete factual
allegations are provided.

The Company is also subject to lawsuits and claims which arise out of the
normal course of business. In the opinion of management, based upon the
opinions of legal counsel, the disposition of such actions of which it is
aware will not have a material effect on the consolidated financial position,
results of operations or liquidity of the Company.

NOTE 16--BUSINESS SEGMENTS

Precision Aerotech, Inc. currently consists of two operating segments. The
Precision Machining and Assembly segment include the following areas of
activity: (i) precision machining, assembly, bending, metal forming, spinning
and joining of military and commercial aircraft parts, integration of parts
into complex mechanical and electrical assemblies for aircraft; and (ii) ultra
precision machining and the machining of exotic and difficult materials used
in static and dynamic structures in airborne vehicle space systems. The
Optical Systems segment designs, assembles, manufactures and services optical
systems which are used in reprographics, communications and defense
applications.

F-45
<PAGE>

PRECISION AEROTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

A summary of information about the Company's operations by segment are as
follows:

<TABLE>
<CAPTION>
YEAR ENDED APRIL 30,
--------------------------
1993 1994 1995
-------- ------- -------
<S> <C> <C> <C>
NET SALES:
Precision Machining and Assembly
Unaffiliated Customers............................ $ 38,244 $27,488 $24,459
Intersegment...................................... 624 1,092 1,213
Optical Systems
Unaffiliated Customers............................ 9,358 9,040 11,347
Intersegment...................................... 417 384 408
Less Intersegment Sales............................. (1,041) (1,476) (1,621)
-------- ------- -------
TOTAL NET SALES................................. $ 47,602 $36,528 $35,806
======== ======= =======
OPERATING INCOME (LOSS)(a):
Precision Machining and Assembly(b)
Unaffiliated Customers............................ $(13,273) $ 1,399 $ 650
Intersegment...................................... 28 -- (21)
Optical Systems..................................... --
Unaffiliated Customers............................ 226 290 1,144
Intersegment...................................... 76 32 24
-------- ------- -------
TOTAL OPERATING INCOME.......................... $(12,943) $ 1,721 $ 1,797
======== ======= =======
ASSETS(c):
Precision Machining and Assembly(b)................. $ 24,494 $15,417 $17,249
Optical Systems..................................... 7,861 4,484 4,465
Corporate Assets.................................... 3,584 1,451 1,564
Assets of Discontinued Operations................... 265 -- --
-------- ------- -------
TOTAL ASSETS.................................... $ 36,204 $21,352 $23,278
======== ======= =======
DEPRECIATION AND AMORTIZATION:
Precision Machining and Assembly(b)................. $ 11,552 $ 2,168 $ 1,903
Optical Systems..................................... 433 634 458
-------- ------- -------
TOTAL DEPRECIATION AND AMORTIZATION............. $ 11,985 $ 2,802 $ 2,361
======== ======= =======
CAPITAL EXPENDITURES:
Precision Machining and Assembly.................... $ 1,397 $ 528 $ 1,847
Optical Systems..................................... 531 164 392
-------- ------- -------
TOTAL CAPITAL EXPENDITURES...................... $ 1,928 $ 692 $ 2,239
======== ======= =======
</TABLE>
- --------
(a) Reflected in operating loss for the year ended April 30, 1993 are costs
associated with the Corporate debt restructuring activities. These costs
as allocated amounted to $1,500 to the Precision Machining and Assembly
Segment and $400 to the Optical Systems Segment.
(b) During the year ended April 30, 1993, an impairment in excess of cost over
fair value of purchased subsidiaries, in the amount of $8,995 was charged
to operations (see Note 5).
(c) In connection with the comprehensive restructuring accomplished in 1994,
the Company implemented a quasi-reorganization and as a result recorded a
charge of approximately $7,378 to accumulated deficit to eliminate the
remaining unamortized value of the excess of cost over fair value of
purchased subsidiaries (see Note 7).

F-46
<PAGE>

PRECISION AEROTECH, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
APRIL 30, JANUARY 31,
1995 1996
--------- -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash.................................................. $ 240 $ --
Accounts receivable, net.............................. 4,664 5,500
Inventories........................................... 7,700 9,057
Deferred tax assets................................... 961 1,003
Prepaid expenses and other current assets............. 103 127
------- -------
TOTAL CURRENT ASSETS................................ 13,668 15,687
NET PROPERTY, PLANT & EQUIPMENT......................... 9,535 9,576
OTHER NON-CURRENT ASSETS................................ 75 39
------- -------
TOTAL ASSETS........................................ $23,278 $25,302
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable...................................... $ 3,130 $ 4,272
Income taxes payable.................................. 235 654
Current portion of long-term debt and capital lease
obligation 1,227 1,455
Accrued expenses...................................... 3,370 3,013
------- -------
TOTAL CURRENT LIABILITIES........................... 7,962 9,394
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, less
current portion........................................ 13,690 13,506
DEFERRED TAX LIABILITIES................................ 820 659
SHAREHOLDERS' EQUITY:
COMMON STOCK............................................ 8 8
ADDITIONAL PAID-IN CAPITAL.............................. 735 735
RETAINED EARNINGS since May 1, 1994 ($15,927 accumulated
deficit eliminated in quasi-reorganization)............ 63 1,000
------- -------
TOTAL SHAREHOLDERS' EQUITY.......................... 806 1,743
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.......... $23,278 $25,302
======= =======
</TABLE>

See accompanying notes to consolidated condensed financial statements.

F-47
<PAGE>

PRECISION AEROTECH, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS--(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
JANUARY 31,
------------------
1995 1996
-------- --------
<S> <C> <C>
NET SALES................................................... $ 25,134 $ 32,819
Cost of sales............................................... 19,582 24,484
-------- --------
GROSS PROFIT................................................ 5,552 8,335
Selling, general and administrative expenses................ 4,970 5,587
(Income) on disposal of subsidiary.......................... (97) --
-------- --------
OPERATING INCOME............................................ 679 2,748
Interest expense............................................ (1,288) (1,201)
Other income (expense), net................................. 27 16
-------- --------
TOTAL OTHER EXPENSE......................................... (1,261) (1,185)
-------- --------
INCOME (LOSS) BEFORE INCOME TAXES........................... (582) 1,563
INCOME TAX EXPENSE.......................................... 19 626
-------- --------
NET INCOME (LOSS)........................................... $ (601) $ 937
======== ========
EARNINGS (LOSS) PER SHARE................................... $ (.76) $ 1.19
======== ========
Weighted average number of common shares outstanding........ 789,250 789,250
</TABLE>

See accompanying notes to consolidated condensed financial statements.

F-48
<PAGE>

PRECISION AEROTECH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOW--(UNAUDITED)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
JANUARY 31,
------------------
1995 1996
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................... $ (601) $ 937
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization of property, plant and
equipment............................................. 1,781 1,802
Deferred income taxes.................................. -- (203)
Provision for losses on inventory...................... 27 (104)
Loss on disposal of assets............................. 2 --
Decrease (increase) in accounts receivable............. (54) (836)
Decrease (increase) in inventories..................... (434) (1,253)
Decrease (increase) in prepaid expenses and other
current assets........................................ (75) (24)
Decrease (increase) in non-current assets.............. (45) 36
Increases (decrease) in accounts payable............... 1,235 796
Increases (decrease) in accrued expenses............... 219 (357)
Increases (decrease) in income taxes payable........... -- 419
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES............ 2,055 1,213
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures................................... (584) (554)
Proceeds from disposal of assets....................... 1 --
-------- --------
NET CASH (USED IN) INVESTING ACTIVITIES.............. (583) (554)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on long-term debt........................... 3,828 6,300
Principal payments on long-term debt and capital lease
obligations........................................... (5,794) (7,545)
Outstanding checks in excess of available cash
balances.............................................. -- 346
-------- --------
NET CASH (USED IN) FINANCING ACTIVITIES.............. (1,966) (899)
-------- --------
NET (DECREASE) IN CASH............................... (494) (240)
CASH AT BEGINNING OF PERIOD................................ 711 240
-------- --------
CASH AT END OF PERIOD...................................... $ 217 $ --
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for:
Interest................................................ $ 1,288 $ 1,201
Income taxes............................................ -- 423
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES
Capital equipment acquired under capital leases............ 1,222 1,289
</TABLE>

See accompanying notes to consolidated condensed financial statements.

F-49
<PAGE>

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

JANUARY 31, 1996
(DOLLARS IN THOUSANDS)

NOTE A--INTERIM FINANCIAL STATEMENTS

The preceding interim consolidated condensed financial statements
("statements") should be read in conjunction with the Registrant's audited
financial statements for the year ended April 30, 1995.

The preceding statements reflect all adjustments which are, in the opinion
of management, necessary for a fair statement of financial position at January
31, 1996 and the results of operations for the period then ended. All
adjustments are of a normal recurring nature. The financial statements have
not been audited or reviewed.

NOTE B--BACKLOG

Backlog of unfilled orders for which contractual commitments have been
received as of January 31, 1996 was $32,600.

F-50
<PAGE>

PRODUCTS AND CAPABILITIES

OPTICS

Pictures with title description: the reflective front surface and the light-
weighted back of a beryllium mirror used for an electro-optic sensor system,
accompanied by the following additional language: designs and manufactures
precision metal optics, fabricated from either beryllium or aluminum, for use
as rotary monogons and polygons, as well as fold, head and aspheric mirrors,
using sophisticated processing equipment

PRECISION MACHINING SERVICES

Picture with title description: a machinist measuring a product that has just
been machined described as microprecision machining of an inertial measurement
unit, accompanied by the following additional language: machines large and
complex structures from specialty materials such as beryllium and quartz, to a
tolerance of 0.025 microns in multiple axes

ELECTRONICS

Picture with title description: laser interferometers and optical encoder,
accompanied by the following additional language: designs and manufactures
opto-electronic sensors such as encoders and laser interferometers, as well as
high-performance motor drives, speed and position controllers

MAGNETICS

Picture with title description: assortment of high-performance motors,
accompanied by the following additional language: designs and manufactures
high-performance AC, brush and brushless DC motors and precision resolvers
using state-of-the-art magnetic designs and technologies

SYSTEMS INTEGRATION

Picture with title description: a large area flat panel electrical prober,
accompanied by the following additional language: integrates motion control
components and subsystems into higher-level systems, which incorporate machine
vision, robotic material handling and precision linear and rotary actuation

BEARINGS & CONNECTORS

Picture with title description: precision ball bearings and connectors,
accompanied by the following additional language: designs and manufactures
terminal blocks and connectors and distributes precision ball bearings and
value-added services [Company Logo here]
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

No dealer, sales representative or any other person has been authorized to
give any information or to make any representations in connection with this of-
fering other than those contained in this Prospectus, and, if given or made,
such information or representations must not be relied upon as having been au-
thorized by the Company or any of the Underwriters. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the shares of Common Stock to which it relates or an offer to, or a
solicitation of, any person in any jurisdiction where such an offer or solici-
tation would be unlawful. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company or that information
herein is correct as of any time subsequent to the date hereof.

-----------------

TABLE OF CONTENTS

-----------------

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary....................................................... 3
Risk Factors............................................................. 6
Use of Proceeds.......................................................... 12
Price Range of Common Stock.............................................. 13
Dividend Policy.......................................................... 13
Capitalization........................................................... 14
Dilution................................................................. 15
Selected Consolidated Financial Data..................................... 16
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 18
Business................................................................. 26
Management............................................................... 36
Certain Transactions..................................................... 43
Principal and Selling Shareholders....................................... 45
Description of Capital Stock............................................. 47
Shares Eligible for Future Sale.......................................... 51
Underwriting............................................................. 53
Legal Matters............................................................ 54
Experts.................................................................. 54
Available Information.................................................... 54
Glossary of Terms........................................................ 56
Index to Consolidated Financial Statements............................... F-1
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

1,528,550 SHARES

[LOGO]AXSYS
------------
TECHNOLOGIES

COMMON STOCK

---------------

PROSPECTUS

---------------

Montgomery Securities

Furman Selz

Oppenheimer & Co., Inc.

, 1997

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The Company estimates that expenses in connection with the issuance and
distribution of the securities being registered hereby will be as follows:

<TABLE>
<S> <C>
SEC Registration Fee......................................... $18,277.47
Nasdaq National Market Additional Listing Fee................ 17,500.00
NASD Filing Fee.............................................. 6,531.57
Transfer Agent and Registrar Fee and Expenses................ **
Legal Fees and Expenses...................................... **
Accounting Fees and Expenses................................. **
Blue Sky Fees and Expenses................................... **
Printing Expenses............................................ **
Miscellaneous................................................ **
----------
Total.................................................... $ ** *
==========
</TABLE>
--------
* Of this amount, $ is payable by certain selling shareholders,
with the remainder to be paid by the Company.
** To be completed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company, as a Delaware corporation, is empowered by Section 145 of the
DGCL, subject to the procedures and limitations stated therein, to indemnify
any person against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with any threatened, pending or completed action, suit or
proceeding in which such person is made or threatened to be made a party by
reason of his being or having been a director, officer, employee or agent of
the Company. The DGCL provides that indemnification pursuant to its provisions
is not exclusive of other rights of indemnification to which a person may be
entitled under any by-law, agreement, vote of shareholders or disinterested
directors, or otherwise.

Section 7 of the Certificate of Incorporation, provides that a director will
not be personally liable to the Company or its shareholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Company or its
shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL, which concerns unlawful payments of dividends, stock purchases or
redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit. If the DGCL is subsequently amended to permit
further elimination or limitation of the personal liability of directors, the
liability of a director of the Company will be eliminated or limited to the
fullest extent permitted by the DGCL as amended.

The Certificate of Incorporation provides that each person who is involved
in any actual or threatened action, suit or proceeding, whether civil,
criminal, administrative or investigative (whether or not by or in the right
of the Company) by reason of the fact that he or she is or was a director,
officer, incorporator, employee or agent of the Company or is or was serving
at the request of the Company as a director, officer, incorporator, employee,
or agent of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to an employee benefit plan,
will be indemnified by the Company to the full extent permitted by the DGCL,
against expenses (including attorneys' fees), judgments, fines (including
excise taxes assessed on a person with respect to an employee benefit plan),
and amounts paid in settlement incurred by him in connection with such action,
suit, or proceeding. Such right of indemnification shall continue as to a
person who has ceased to be a director, officer, incorporator, employee, or
agent and shall inure to the benefit of the heirs and personal

II-1
<PAGE>

representatives of such a person. The indemnification rights conferred by the
Certificate of Incorporation are not exclusive of any other right to which a
person seeking indemnification may be entitled under any law, by-law,
agreement, vote of shareholders or disinterested directors or otherwise. The
Company is authorized to purchase and maintain (and the Company expects to
maintain) insurance on behalf of its directors or officers.

In addition, the Company has entered into indemnification agreements (the
"Indemnification Agreements") with each of its directors and officers. The
Indemnification Agreements (i) confirm to officers and directors the
indemnification provided to them in the Certificate of Incorporation, (ii)
provide officers and directors with procedural protections in the event that
they are sued in their capacity as director or officer and (iii) provide
additional indemnification rights.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.

The Registrant maintains a directors' and officers' insurance policy. Such
policy provides for coverage of up to $10,000,000.

Reference is made to Section 8 of the Underwriting Agreement, the proposed
form of which will be filed as Exhibit 1(1), in which the Underwriters agree
to indemnify the directors and officers of the registrant and certain other
persons, against civil liabilities, including certain liabilities under the
Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since September 1, 1994, the Registrant issued and sold unregistered
securities in the following transactions, each of which was exempt pursuant to
Section 4(2) of the Act. In connection with each such issuance, the recipient
represented that it was an "accredited investor" as such term is defined in
Regulation D under the Act.

On April 25, 1996, the Company issued three warrants to purchase an
aggregate of 1,542,700 shares of Common Stock. After giving effect to the
Company's one-for-five reverse stock split, the number of shares of Common
Stock issuable upon exercise of such warrants is 308,540. See "Description of
Capital Stock--Warrants."

On May 30, 1997, the Company completed the acquisition of Teletrac for a
purchase price of approximately $9.9 million, including the issuance of
153,000 shares of Common Stock, 53,000 of which were issued at the closing,
and 100,000 of which are issuable pursuant to the terms of the Stockholder
Agreement.

No underwriter was employed by the Registrant in connection with the
issuance and sale of the securities described above.

II-2
<PAGE>

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A) EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<C> <S>
**1(1) Form of Underwriting Agreement.
3(1) Certificate of Incorporation of the Company (filed as Exhibit 1 to
the Company's Form 8-A, dated August 8, 1991 (the "Form 8-A") and
incorporated herein by reference).
3(2) Amendment to Certificate of Incorporation (filed as Exhibit 3 to the
Company's Form 10-QA-1 for the fiscal quarter ended September 30,
1996 (the "September 30, 1996 Form 10-Q") and incorporated herein
by reference).
3(3) Amendment to Certificate of Incorporation (filed as Exhibit 3(i) to
the Company's Form 8-K dated December 23, 1996 (the "December 23,
1996 Form 8-K") and incorporated herein by reference).
**3(4) Proposed Amendment to Certificate of Incorporation.
3(5) By-Laws of the Company (filed as Exhibit 2 to the Form 8-A and
incorporated herein by reference).
4(1) Warrant, dated as of July 20, 1994, granted by the Company in favor
of The CIT Group/Credit Finance, Inc. (filed as Exhibit 10(9) to
the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1994 and incorporated herein by reference).
4(2) Warrant, dated April 25, 1996, granted by the Company in favor of
Banque Paribas (filed as Exhibit 4.1 to the May 7, 1996 Form 8-K
and incorporated herein by reference).
4(3) Warrant, dated April 25, 1996, granted by the Company in favor of
Paribas Principal, Inc. (filed as Exhibit 4.2 to the May 7, 1996
Form 8-K and incorporated herein by reference).
4(4) Warrant, dated April 25, 1996, granted by the Company in favor of
Donaldson, Lufkin & Jenrette Securities Corporation (filed as
Exhibit 4(8) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 and incorporated herein by
reference).
4(5) Warrant Purchase Agreement, dated April 25, 1996, between the
Company, Paribas Principal, Inc. and Banque Paribas (filed as
Exhibit 4.3 to the May 7, 1996 Form 8-K and incorporated herein by
reference).
*4(6) Stockholder Agreement, dated as of May 30, 1997, by and between the
Company and David Barker, Richard Howitt, William Hurst, William
Kingsbury and Barton Norton.
**5(1) Opinion of Fried, Frank, Harris, Shriver & Jacobson as to legality
of the securities registered hereunder.
10(1) Indenture of Trust by and between the Industrial Development
Authority of the State of New Hampshire and Laconia Peoples
National Bank and Trust Company for $3,000,000 principal amount of
Industrial Development Authority of the State of New Hampshire
Floating Rate Monthly Demand Industry Facility Bonds (filed as
Exhibit 10(18) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 28, 1985 (the "1985 Form 10-K") and
incorporated herein by reference).
10(2) Loan Agreement by and among the Industrial Development Authority of
the State of New Hampshire, the Company and V Land Corporation for
$3,000,000 principal amount of Industrial Development Authority of
the State of New Hampshire Floating Rate Monthly Demand Industry
Facility Bonds (filed as Exhibit 10(19) to the 1985 Form 10-K and
incorporated herein by reference).
10(3) Credit Agreement, dated April 25, 1996, between the Company, various
banks named therein and Banque Paribas, as Agent (filed as Exhibit
10.1 to the Company's Form 8-K, dated May 7, 1996 (the "May 7, 1996
Form 8-K") and incorporated herein by reference).
10(4) Security Agreement, dated April 25, 1996, between the Company,
various subsidiaries of the Company and Banque Paribas, as
Collateral Agent (filed as Exhibit 10.2 to the May 7, 1996 Form 8-K
and incorporated herein by reference).
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<C> <S>
10(5) Pledge Agreement, dated April 25, 1996, between the Company,
various subsidiaries of the Company and Banque Paribas as
Collateral Agent (filed as Exhibit 10.3 to the May 7, 1996 Form 8-
K and incorporated herein by reference).
10(6) Subsidiaries Guaranty, dated April 25, 1996, by various
subsidiaries of the Company (filed as Exhibit 10.4 to the May 7,
1996 Form 8-K and incorporated herein by reference).
10(7) First Amendment to Credit Agreement (filed as Exhibit 10 to the
September 30, 1996 Form 10-Q and incorporated herein by
reference).
10(8) Second Amendment to Credit Agreement (filed as Exhibit 10 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1997 (the "June 30, 1997 Form 10-Q") and
incorporated herein by reference).
10(9) Third Amendment to Credit Agreement (filed as Exhibit 10 to the
June 30, 1997 Form 10-Q and incorporated herein by reference).
**10(10) Fourth Amendment to Credit Agreement.
10(11) Stock Purchase Agreement by and between the Company, Teletrac, Inc.
and David Barker, Richard Howitt, William Hurst, William
Kingsbury, Barton Norton, John Van Dyke and Mary Erdahl (filed as
Exhibit 2 to the Company's Form 8-K, dated May 30, 1997 and
incorporated herein by reference).
10(12) Agreement and Plan of Merger, dated as of February 16, 1996,
between the Company, PA Acquisition Corporation and Precision
Aerotech, Inc. (filed as Exhibit 10(40) to Company's Form 10-K for
the fiscal year-ended December 31, 1995 and incorporated herein by
reference).
10(13) Stock Purchase Agreement, dated as of November 26, 1996, as amended
December 11, 1996, between the Company, Precision Aerotech, Inc.,
Tru-Circle Corporation and Tru-Circle Manufacturing, Inc. (filed
as Exhibit 2 to the December 23, 1996 Form 8-K and incorporated
herein by reference).
10(14) Form of Indemnification Agreement (filed as Exhibit 10(16) to the
Company's Form 10-K for the fiscal year ended December 30, 1990
(the "1990 Form 10-K") and incorporated herein by reference).
*10(15) Severance Agreement between the Company and Mr. Kunzmann dated as
of June 10, 1996.
*10(16) Severance Agreement between the Company and Mr. Stern dated as of
June 10, 1996.
10(17) Vernitron Corporation Long-Term Stock Incentive Plan (filed as
Exhibit 10(16) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 30, 1991 (the "1991 Form 10-K") and
incorporated herein by reference).
*10(18) Employment Agreement between Richard Howitt and Teletrac, dated as
of May 30, 1997.
*10(19) Non-Competition Agreement between Richard Howitt and the Company,
dated as of May 30, 1997.
10(20) Form of Stock Option Agreement, dated as of September 30, 1991
(filed as Exhibit 10(17) to the 1991 Form 10-K and incorporated
herein by reference).
*10(21) Teletrac, Inc. Management Incentive Compensation Plan.
*10(22) Summary of Annual Incentive Plan.
**10(23) Supplemental Revenue Growth Incentive Plan.
*10(24) Assumption Agreement, dated as of May 30, 1997, made by Teletrac,
Inc.
*21(1) Subsidiaries of the Registrant.
*23(1) Consent of Arthur Andersen LLP.
*23(2) Consent of Arthur Andersen LLP.
*23(3) Consent of McGladrey & Pullen, LLP.
**23(4) Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
Exhibit 5(1) hereto).
*24(1) Power of Attorney (included on signature page).
</TABLE>
- --------
* Filed herewith.
** To be filed by amendment.

II-4
<PAGE>

(B) FINANCIAL STATEMENT SCHEDULES.

All the schedules are omitted because they are not required, are not
applicable or the information is included in the consolidated financial
statements or notes thereto.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

See Item 14 for the undertaking with respect to indemnification.

II-5
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN NEW YORK, NEW YORK ON
THIS 19TH DAY OF SEPTEMBER, 1997.

AXSYS Technologies, Inc.

/s/ Stephen W. Bershad
By: _________________________________
STEPHEN W. BERSHAD,
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Stephen W. Bershad, Raymond F. Kunzmann
and Louis D. Mattielli, and each of them, as his true and lawful attorneys-in-
fact and agents, each acting alone, with full powers of substitution and
resubstitution, for him in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement and
any subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, including any and all pre-effective and post-effective
amendments, and any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully as he might or could do in person, and hereby ratifies, approves and
confirms all that his said attorneys-in-fact and agents, each acting alone, or
his substitutes, may lawfully do or cause to be done by virtue hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

SIGNATURE TITLE DATE

/s/ Stephen W. Bershad Chairman of the September 19,
- ------------------------------------- Board, Chief 1997
STEPHEN W. BERSHAD Executive Officer
and Director
(Principal
Executive Officer)

/s/ Raymond F. Kunzmann Vice President-- September 19,
- ------------------------------------- Finance and Chief 1997
RAYMOND F. KUNZMANN Financial Officer
(Principal
Financial and
Accounting Officer)

/s/ Anthony J. Fiorelli, Jr. Director September 19,
- ------------------------------------- 1997
ANTHONY J. FIORELLI, JR.

/s/ Eliot M. Fried Director September 19,
- ------------------------------------- 1997
ELIOT M. FRIED

/s/ Richard V. Howitt Director September 19,
- ------------------------------------- 1997
RICHARD V. HOWITT

II-6

<PAGE>

EXHIBIT 4.6
STOCKHOLDER AGREEMENT

Stockholder Agreement, dated as of May 30, 1997, by and between Axsys
Technologies, Inc., a Delaware corporation (the "Controlling Stockholder"), and
the individuals listed on Schedule I hereto (each, a "Minority Stockholder").

This Agreement is being entered into pursuant to Section 1.4(a) of the
Stock Purchase Agreement, dated May 27, 1997 (the "Stock Purchase Agreement"),
by and between Controlling Stockholder, Teletrac, Inc., a California corporation
(the "Company"), the Minority Stockholders and certain other individuals who are
parties thereto.

Pursuant to the Stock Purchase Agreement, at the Closing (as defined
in the Stock Purchase Agreement), Controlling Stockholder has acquired from the
Minority Stockholders 177,937 shares of common stock, no par value ("Company
Common Stock"), of the Company, constituting approximately 85.6% of the
outstanding shares of Company Common Stock, and each Minority Stockholder, after
giving effect to the Closing, owns the number of shares of Company Common Stock
set forth opposite his or her name on Schedule I hereto (collectively, for all
such Minority Stockholders, the "Retained Shares").

Controlling Stockholder, as the controlling stockholder of the
Company, and the Minority Stockholders, as the minority stockholders of the
Company, wish to regulate certain aspects of the relationship among the parties
hereto as stockholders of the Company.

It is in the best interests of the stockholders that such aspects of
their relationship be so regulated.

Therefore, the parties hereto hereby agree as follows:

1. Representations and Warranties. Each party represents and warrants
to the others as follows:

a) The execution, delivery and performance by such party of this
Agreement are within such party's powers and do not contravene or constitute a
default under any provision of applicable law or regulation or of any agreement,
judgment, injunction, order, decree or other instrument binding upon such party
or result in the creation or imposition of any lien on any asset of such party.

b) This Agreement constitutes a valid and binding agreement of
such party, enforceable in accordance with its terms.

2. Corporate Governance; Proxy. The Board of Directors of the Company
shall be elected by the Controlling Stockholder. Each Minority Stockholder
hereby revokes any proxies previously given with respect to his or her Retained
Shares and irrevocably appoints Controlling Stockholder, during the term of this
Agreement, as proxy for such Minority Stockholder to vote (or refrain from
voting) in any manner as Controlling Stockholder, in its sole discretion, may
see fit, all of the Retained Shares of such Minority Stockholder for such
Minority Stockholder and in such Minority Stockholder's name, place and stead,
at any annual, special or other meeting of the stockholders of the Company or at
any adjournment thereof or pursuant to any consent of stockholders in lieu of a
meeting or otherwise, with respect to any issue before the stockholders of the
Company.

3. Covenants. Unless Controlling Stockholder shall otherwise agree in
writing,

a) Each Minority Stockholder shall have from and after the date
hereof sole beneficial ownership (as defined in the Securities Exchange Act of
1934), of such Minority Stockholder's Retained Shares, free and clear of all
liens, claims, encumbrances, security interests and rights and interests of
other of any kind ("Encumbrances"). Each Minority Stockholder has delivered to
Controlling Stockholder a duly executed Spousal Consent, in the form of Exhibit
A hereto, dated the date hereof;

b) Each Minority Stockholder will have from and after the date
hereof sole voting power with respect to such holder's Retained Shares and will
not grant any proxy with respect to such Retained Shares, enter into any voting
trust or other voting agreement or arrangement with respect to such Retained
Shares or grant any other rights to vote such Retained Shares other than the
proxy granted pursuant hereto and the agreement to vote such Retained Shares set
forth herein; and
<PAGE>

c) Each Minority Stockholder will not, directly or indirectly,
offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of such
holder's Retained Shares except pursuant to this Agreement .

4. Minority Stockholders' Put Rights. Each Minority Stockholder shall
have the option, exercisable on written notice (the "Put Notice") to the
Controlling Stockholder given not less than 10 days, and not more than 60 days,
prior to the date specified in such notice (the "Put Purchase Date"), to elect
to sell to the Controlling Stockholder, and the Controlling Stockholder upon
such exercise will purchase from such Minority Stockholder, all but not less
than all of his or her Retained Shares, in exchange for 3.3467 shares of common
stock, $.01 par value per share ("Axsys Common Stock"), of the Controlling
Stockholder, for each of such Minority Stockholder's Retained Shares, on any
date after the date hereof but prior to the third anniversary of the date
hereof.

5. Controlling Stockholder's Call Rights. The Controlling Stockholder
shall have the option, exercisable on written notice (the "Call Notice") to each
Minority Stockholder given not less than 10 days, and not more than 60 days,
prior to the date specified in such notice (the "Call Purchase Date"), to elect
to purchase, all but not less than all of such Minority Stockholder's Retained
Shares, in exchange for 3.3467 shares of Axsys Common Stock, for each of such
Minority Stockholder's Retained Shares, (i) on any date after the third
anniversary of the date hereof or (ii) on any date prior to the third
anniversary of the date hereof, upon (A) the death, Disability (as hereinafter
defined) or termination of employment with the Company of such Minority
Stockholder for any reason or (B) the adoption by the Board of Directors of the
Controlling Stockholder that the delivery of such Call Notice and the purchase
of such Minority Stockholder's Retained Shares are in the best interests of the
Controlling Stockholder or the Company in connection with any financing, equity
offering or for another important corporate purpose of the Controlling
Stockholder or the Company. The term "Disability" means disability as defined
under the Company's long-term disability plan.

5A. In case the Controlling Stockholder shall at any time after the
date of this Agreement (i) declare or pay a dividend in shares of Axsys Common
Stock or make a distribution in shares of Axsys Common Stock to all holders of
its Axsys Common Stock, (ii) subdivide its outstanding shares of Axsys Common
Stock, (iii) combine its outstanding shares of Axsys Common Stock into a smaller
number of shares of Axsys Common Stock or (iv) issue any shares of its capital
stock in a reclassification or reorganization of the Axsys Common Stock, the
number of shares of Axsys Common Stock deliverable upon the exercise of any Put
Notice or Call Notice, as the case may be, shall be adjusted to the number of
shares of Axsys Common Stock and amount of any other securities, cash or other
property of the Controlling Stockholder which the Minority Stockholder subject
to such Put Notice or Call Notice would have owned or have been entitled to
receive after the happening of any of the events described above had such Put
Notice or Call Notice been exercised immediately prior to the happening of such
event or any record date with respect thereto.

6. Notification By the Controlling Stockholder. In case at any time:

(i) the Controlling Stockholder shall declare any dividend or make any
distribution upon Axsys Common Stock; or

(ii) the Board of Directors of Controlling Stockholder shall authorize
any capital reorganization, reclassification or similar transaction involving
the capital stock of the Controlling Stockholder, or a sale or conveyance of all
or substantially all of the assets of the Controlling Stockholder, or a
consolidation, merger, or business combination of the Controlling Stockholder
with another person; or

(iii) actions or proceedings shall be authorized or commenced for a
voluntary or involuntary dissolution, liquidation or winding-up of the
Controlling Stockholder;

then, in any one or more of such cases, the Controlling Stockholder shall give
written notice to each Minority Stockholder, at the earliest time legally
practicable, of the date on which (A) the books of the Company shall close or a
record shall be taken for such dividend, distribution or sale or other issuance
or (B) such reorganization, reclassification, sale, conveyance, consolidation,
<PAGE>

merger, dissolution, liquidation or winding-up shall take place or be voted on
by stockholders of the Controlling Stockholder, as the case may be. Such notice
shall also specify the date as of which the holders of Axsys Common Stock of
record shall participate in said dividend, distribution, sale or other issuance
or shall be entitled to exchange their Retained Shares for securities or other
property conveyance, consolidation, merger, dissolution, liquidation or winding-
up, as the case may be.

7. Acknowledgment. Each Minority Stockholder acknowledges and agrees
that the Company may pledge any and all of its assets to secure its obligations
under or in connection with any financing arrangements which from time-to-time
it or any of its affiliates, including the Controlling Stockholder, may enter
into and execute any and all pledges, guarantees and other agreements as the
Board of Directors of the Company shall determine in its sole discretion. Each
Minority Stockholder further acknowledges and agrees that from time-to-time the
Controlling Stockholder or any of its affiliates may advance funds to the
Company and receive repayment thereof and other payments from the Company, and
that all such repayments and payments shall not constitute a dividend in respect
of Company Common Stock or otherwise entitle the Minority Stockholders any
rights therein. Each Minority Stockholder hereby waives any preemptive rights
under applicable law or any agreement with respect to the issuance of shares of
capital stock of the Company and any appraisal rights with respect to his
Retained Shares.

8. Transfers Free of Encumbrances. At any closing of the sale of
Retained Shares pursuant to Section 4 or 5 hereof, each Minority Stockholder
whose Retained Shares are sold shall deliver to the Controlling Stockholder his
or her Retained Shares, free and clear of all Encumbrances, other than as
created by the Securities Act of 1933 (the "Securities Act"), evidenced by a
certificate for such Retained Shares duly endorsed in blank or in the name of
the Controlling Stockholder. At any closing of the sale of Axsys Common Stock
pursuant to Section 4 or 5 hereof, the Controlling Stockholder shall deliver to
the Minority Stockholder entitled to receive Axsys Common Stock a certificate
evidencing the appropriate number of shares of Axsys Common Stock, free and
clear of all Encumbrances, other than as created by the Securities Act,
registered in the name of such Minority Stockholder.

9. Registration Right. At any time within one year after the receipt
by a Minority Stockholder of Axsys Common Stock pursuant to Section 4 or 5
hereof, at the request of both Richard Howitt and David Baker jointly
("Founders"), Controlling Stockholder shall file a registration statement (the
"Registration Statement") covering the resale of such Axsys Common Stock by all
Minority Stockholders under the Securities Act, as promptly as practicable after
the receipt by Controlling Stockholder of a written request therefor by both
Founders and shall use its best efforts to have the Registration Statement
declared effective within 180 days after receipt of such request. Controlling
Stockholder shall keep the Registration Statement current for a period ending
the earlier of (x) 90 days after it first becomes effective and (y) the first
anniversary after such receipt of Axsys Common Stock; provided, however, if,
after the Registration Statement becomes effective, Controlling Stockholder
advises the Founders that Controlling Stockholder considers it appropriate for
the Registration Statement to be amended, the Minority Stockholder shall suspend
any further sales of their Axsys Common Stock until Controlling Stockholder
advises the Founders that the Registration Statement has been amended. The 90-
day time period referred to herein during which the Registration Statement must
be kept current after its effective date shall be extended for an additional
number of business days equal to the number of business days during which the
right to sell Axsys Common Stock was suspended pursuant to the immediately
preceding sentence, but in no event will Controlling Stockholder be required to
update the Registration Statement after the first anniversary of such receipt of
Axsys Common Stock. Controlling Stockholder shall be responsible for the payment
of the "Registration Expenses" of the Registration Statement. "Registration
Expense" means all expenses incident to the Buyer's performance of or compliance
with its obligations under this Section 9, including, without limitation, (i)
all registration, filing and NASD fees, (ii) all fees and expenses of complying
with securities or blue sky laws, (iii) all word processing, duplicating and
printing expenses, (iv) messenger and delivery expenses, and (v) the fees and
disbursements of counsel for Buyer and of its independent public accountants,
but excluding, if any, transfer taxes and fees and expenses of any accountants
counsel retained by Sellers. The indemnification provisions relating to the
Registration Statement set forth in Annex 1.3(b) to the Stock Purchase Agreement
<PAGE>

are incorporated herein and made a part hereof by reference. The Founders' right
jointly to request Controlling Stockholder to file a registration statement
under the Securities Act with respect to the Axsys Common Stock shall be
exercisable only a single time.

10. Legend. (a) Each Minority Stockholder shall cause any and all
certificates evidencing the Retained Shares and any shares of Company Common
Stock acquired by such Minority Stockholder after the date hereof to bear the
following legend:

"THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
TRANSFERRED, WHETHER BY SALE, ASSIGNMENT, PLEDGE,
ENCUMBRANCE, GIFT, BEQUEST, APPOINTMENT OR OTHERWISE,
EXCEPT IN CERTAIN CIRCUMSTANCES PURSUANT TO AND SUBJECT
TO THAT CERTAIN STOCKHOLDER AGREEMENT, DATED AS OF [ ],
1997, BETWEEN AXSYS TECHNOLOGIES, INC. AND CERTAIN
STOCKHOLDERS OF TELETRAC, INC. A COPY OF SUCH AGREEMENT
IS ON FILE WITH THE SECRETARY OF TELETRAC, INC."

b) Unless the shares of Axsys Common Stock represented by a
certificate are registered under the Securities Act or any opinion of counsel,
acceptable to Controlling Stockholder, to the effect that neither the following
legend nor the related restrictions on transfer are required in order to
maintain compliance with the Securities Act shall have been delivered to the
Controlling Stockholder, such certificate shall bear the following legend:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MUST BE HELD
INDEFINITELY UNLESS SUBSEQUENTLY REGISTERED UNDER SAID
ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
THIS SECURITY MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED UNLESS SUCH SALE, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION SHALL HAVE BEEN
REGISTERED UNDER SAID ACT OR SUCH DISPOSITION IS MADE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER SAID ACT.

11. Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

12. Assignment; Binding Effect. This Agreement may not be assigned by
any party hereto without the consent of each other party hereto, except that
the Controlling Stockholder's rights and obligations under this Agreement may be
assigned to any successor to Controlling Stockholder. This Agreement shall be
binding upon the successors, heirs and estate of each Minority Stockholder.

13. Modification. This Agreement may not be modified, amended or
altered except by a written instrument executed by Controlling Stockholder, on
the one hand, and each Minority Stockholder affected thereby, on the other hand.

14. Notices. All notices, consents, waivers, and other communications
under this Agreement must be in writing and will be deemed to have been duly
given when (a) delivered by hand (with written confirmation of receipt), or by
Federal Express, (b) sent by telecopier (with written confirmation of receipt),
provided that a copy is mailed by registered mail, return receipt requested, or
(c) when received by the addressee, if sent by a nationally recognized overnight
delivery service (receipt requested), in each case to the appropriate addresses
and telecopier numbers set forth below (or to such other addresses and
telecopier numbers as a party may designate by notice to the other parties):

To the Controlling Stockholders:

Axsys Technologies, Inc.
645 Madison Avenue
New York, NY 10022
Attn: Stephen W. Bershad
Phone: (212) 539-5376
Fax: (212) 754-6348
<PAGE>

With a copy to:

Axsys Technologies, Inc.
645 Madison Avenue
New York, NY 10022
Attn: Elliot N. Konopko
Phone: (212) 593-5382
Fax: (212) 754-6348

To Minority Stockholders:

at their addresses set forth on Schedule I hereto

or to such other address or telecopy number as any party may, from time-to-time,
designate in a written notice given in a like manner.

15. Submission to Jurisdiction; Consent to Service of Process. With
respect to any claim arising out of this Agreement, (a) each of the parties
hereby irrevocably submits to the nonexclusive jurisdiction of the courts of the
State of California and the United States District Court located in the County
of Los Angeles, and (b) each of the parties hereby irrevocably waives any
objection which it may have at any time to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement brought in any
such court, irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum
and further irrevocably waives the right to object, with respect to such suit,
action or proceeding brought in any such court, that such court does not have
jurisdiction over such party; provided, however, that nothing in this Section 15
shall be deemed to preclude any party from bringing an action or proceeding in
respect of any such agreement in any other jurisdiction. The parties hereto
hereby agree that service of process upon it in any such suit, action or
proceeding shall be deemed in every respect effective service of process upon it
if given in the manner set forth in Section 14 hereof (other than by mail).

16. Counterparts. This Agreement may be executed in counterparts,
each of which shall be an original, but all of which together shall constitute
one and the same agreement.

17. Equitable Relief. Controlling Stockholder, on the one hand, and
each Minority Stockholder, on the other hand, acknowledges that the other would
not have an adequate remedy at law for money damages in the event that this
Agreement is not performed in accordance with its terms and therefore agrees
that the other shall be entitled to, in addition to any other remedy or relief
available at law or equity, and each party agrees not to take action, directly
or indirectly, in opposition to the other seeking, specific enforcement of, and
injunctive relief to prevent any violation of, the terms hereof .

18. Headings. The section headings herein are for convenience only
and shall not affect the construction hereof.

19. Governing Law. This Agreement shall be governed by, and in
accordance with, the laws of the state of California, without giving effect to
the conflicts of laws principles thereof.

20. Termination. This Agreement shall terminate and be of no further
force or effect from and after the tenth anniversary of the date hereof;
provided, however, that termination of this Agreement shall not relieve any
breaching party from any liability to the other party for breach of this
Agreement.

21. Consent of Spouse. The spouse of Shareholder shall execute a
Consent of Spouse in the form attached hereto as Exhibit A.

22. Third Party Beneficiaries. It is understood and agreed that the
Company is intended to be a third party beneficiary of, and have the right to
specifically enforce, this Agreement at all times.

* * * * *

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
<PAGE>

AXSYS TECHNOLOGIES, INC.

By:/s/ Elliot Konopko
--------------------------------
Name:
Title:

/s/ Richard Howitt
- -----------------------
Richard Howitt

/s/ David Barker
- -----------------------
David Barker

/s/ William Hurst
- -----------------------
William Hurst

/s/ William Kingsbury
- -----------------------
William Kingsbury

/s/ Barton Norton
- -----------------------
Barton Norton

Number of
Name Address Retained Shares
- ---- ------- ---------------

David Barker 4989 La Ramada, Santa Barbara, CA 93111 19,851
Richard Howitt 137 Aero Camino, Goleta, CA 93117 5,229
William Hurst P.O. Box 687, Goleta, CA 93116 1,728
William Kingsbury 924 West Sola Street,
Santa Barbara, CA 93103 1,152
Barton Norton 1846 Cannes Drive,
Thousand Oaks, CA 91362 1,920

<PAGE>

EXHIBIT 10.15

June 10, 1996

Mr. Raymond F. Kunzmann
5 Kerry Court
Pearl River, NY 10965

Dear Ray:

This will confirm the agreement between you and Vernitron Corporation
regarding the severance payments and benefits to be provided to you if your
employment is terminated by Vernitron without cause. If your employment is
terminated by Vernitron Corporation without cause, Vernitron will continue to
pay you once every 4 weeks for 52 weeks following your termination of employment
an amount determined by dividing your annual salary immediately prior to your
termination by 13; and for a period of 52 weeks following such termination,
Vernitron, at its expense, will continue on your behalf and on behalf of your
dependents and beneficiaries, the life insurance, disability, medical, dental
and hospitalization benefits which were being provided to you and them at the
time of termination of your employment; provided however that the amount of
salary payments to be made to you shall be reduced dollar for dollar by any
salary (including any deferred portion thereof) you receive or earn from any
other employer during the 52 weeks following your termination of employment with
Vernitron. You agree promptly to inform Vernitron of your commencement of
employment with another employer following your termination of employment with
Vernitron.

In the event that Vernitron relocates your office, currently located at our
executive offices in New York, to another location more than 50 miles from your
home in Pearl River, NY at any time prior to June 2, 1999, and you decide to
terminate your employment with the Company at the time of such relocation, you
will be entitled, at the option of the Company, to the same severance payments
and benefits as if the Company had terminated your employment without cause as
provided above or at least 12 months prior notice of such relocation.

Under Vernitron's bonus plan, you must be employed by Vernitron at the time
bonus compensation is determined, which generally occurs following the end of
the fiscal year to which the bonus compensation relates. Accordingly, in the
event your employment were terminated by Vernitron prior to the time bonuses are
determined, the severance payments and benefits provided above would be the only
compensation to which you would then be entitled.

This agreement supersedes our letter dated May 6, 1994, and any severance
policy or other agreement relating to severance between you and Vernitron or any
of its subsidiaries.

If the above is acceptable to you, please sign, date and
return a copy of this letter to me.

Very truly yours,

VERNITRON CORPORATION

BY: /s/ Stephen W. Bershad
-------------------------

Agreed to and Accepted on this
/s/ 10th day of /s/ June, 1996

/s/ Raymond F. Kunzmann
- ------------------------------

<PAGE>

EXHIBIT 10.16

June 10, 1996

Mr. Kenneth F. Stern
21 Richmond Drive
Darien, CT 06820

Dear Ken:

This will confirm the agreement between you and Vernitron
Corporation regarding the severance payments and benefits to be
provided to you if your employment is terminated by Vernitron
without cause. If your employment is terminated by Vernitron
Corporation without cause, Vernitron will continue to pay you
once every 4 weeks for 52 weeks following your termination of
employment an amount determined by dividing your annual salary
immediately prior to your termination by 13; and for a period of
52 weeks following such termination, Vernitron, at its expense,
will continue on your behalf and on behalf of your dependents and
beneficiaries, the life insurance, disability, medical, dental
and hospitalization benefits which were being provided to you and
them at the time of termination of your employment; provided
however that the amount of salary payments to be made to you
shall be reduced dollar for dollar by any salary (including any
deferred portion thereof) you receive or earn from any other
employer during the 52 weeks following your termination of
employment with Vernitron. You agree promptly to inform
Vernitron of your commencement of employment with another
employer following your termination of employment with Vernitron.

Under Vernitron's bonus plan, you must be employed by
Vernitron at the time bonus compensation is determined, which
generally occurs following the end of the fiscal year to which
the bonus compensation relates. Accordingly, in the event your
employment were terminated by Vernitron prior to the time bonuses
are determined, the severance payments and benefits provided
above would be the only compensation to which you would then be
entitled.

This agreement supersedes any severance policy or other
agreement relating to severance between you and Vernitron or any
of its subsidiaries.

If the above is acceptable to you, please sign, date and
return a copy of this letter to me.

Very truly yours,

VERNITRON CORPORATION

By: /s/ Stephen W. Bershad
----------------------

Agreed to and Accepted on this
14th day of June, 1996

/s/ Kenneth F. Stern
--------------------

<PAGE>

EXHIBIT 10.18

EMPLOYMENT AGREEMENT

Employment Agreement, dated as of May 30, 1997 (the "Agreement"),
among Teletrac, Inc., a Delaware corporation (the "Company"), and
Richard Howitt, c/o Teletrac, Inc., 137 Aero Camino, Santa Barbara, CA
93117 (the "Executive").

Concurrently with the execution and delivery of this Agreement,
the Executive is selling or agreeing to sell to Axsys Technologies,
Inc., a Delaware corporation ("Axsys"), all of Executive's shares of
capital stock of the Company, and Axsys is acquiring or agreeing to
acquire the remaining outstanding shares of capital stock of the
Company from the Company's other stockholders, pursuant to a Stock
Purchase Agreement, dated May 27, 1997 (the "Stock Purchase
Agreement"), between Axsys and the stockholders of the Company;

The Company desires to continue to employ the Executive after the
date hereof (the "Effective Date"), upon the terms and subject to the
conditions set forth in this Agreement; and

The Executive wishes to accept such employment with the Company,
upon the terms and subject to the conditions set forth in this
Agreement.

Therefore, the parties hereto hereby agree as follows:

1. Term. The term of employment under this Agreement (the "Term")
shall be for the period commencing on the Effective Date and ending on
the third anniversary of the Effective Date, unless terminated
pursuant to Section 6 hereof prior to the completion of the term.
Unless Executive or the Company shall have otherwise informed the
other in writing not later than ninety (90) days prior to the
expiration of the Term and provided Executive's employment has not
therefore been terminated pursuant to this Agreement, Executive shall
continue to be employed by the Company following the expiration of the
Term; provided, however, that:

(a) such continued employment shall be on an at-will basis
with both the Company and Executive having the right to terminate
such employment relationship at any time with or without cause or
notice; and

(b) during such continued employment, Executive shall be
entitled to the same salary and benefits as were in effect
immediately prior to expiration of the Term (other than the
Incentive Plan (as such term is defined in Section 3(b) hereof)).

2. Employment.
----------

(a) Position. The Executive will serve as President of the
Company and perform such duties as President as are assigned to
the Executive by the Board of Directors (the "Board") of the
Company. The location at which Executive shall be expected to
perform his duties shall be set in Santa Barbara, California, or
within an area within twenty-five (25) miles radius of Santa
Barbara, and neither Axsys nor the Company may change this
provision or require relocation without Executive's express
written consent.

(b) Obligations. During the Term, excluding periods of
vacation and sick leave to which the Executive is entitled,
<PAGE>

Employee shall devote his full time, attention and reasonable
best efforts to the affairs of the Company; provided, however,
that Executive may attend to his and his family's outside
investments (which are passive investments) and may engage in
activities involving charitable, educational, religious and
similar types of organizations, speaking engagements and similar
type activities to the extent that such other activities do not
inhibit or prohibit the performance of Employee's duties under
this Agreement, or conflict with the business of the Company.

3. Salary.
------

(a) Base Salary. The Company agrees to pay or cause to be
paid to the Executive during the term of his employment under
this Agreement a salary at the rate of $225,000 per fiscal year
(the "Salary"). The Salary shall be payable in accordance with
the normal payroll practices of the Company then in effect and
subject to all applicable taxes required to be withheld by the
Company pursuant to federal, state or local law. Subject to the
Company's right to withhold pursuant to this Section 3, the
Executive shall be solely responsible for income and earnings
taxes imposed on the Executive by reason of any cash or non-cash
compensation and benefits provided hereunder. The Salary shall be
reviewed annually and shall be subject to normal increases as may
be determined by the Board of Directors of the Company in its
sole discretion.

(b) Employment Bonus. Subject to Sections 4.3(b) and 4.3(c)
of the Incentive Plan, the Company agrees to pay or cause to be
paid to the Executive, as a bonus in respect of his employment
during each of the fiscal years ending December 31, 1997,
December 31, 1998 and the thirteen months ending January 31,
2000, the awards, if any, to which Executive is entitled under
and in accordance with the terms of the Teletrac, Inc. Management
Incentive Compensation Plan (the "Incentive Plan") determined by
the Committee (as defined therein) in respect of each such year
or period, on or before the 105th day following the end of each
such fiscal year (or, in the case of an award for the thirteen
months ending January 31, 2000, on or before the 105th day
following the end of the fiscal year ending December 31, 1999).
The Company shall not amend the terms of the Incentive Plan so as
to adversely affect the rights of Executive thereunder. Executive
understands and agrees that any such bonus will be treated by
Executive and the Company as compensation for tax purposes and
that payment of any such bonus is subject to the Company's
obligations to withhold taxes from any such payments.

4. Employee Benefits. The Executive shall be entitled to
participate in all employee benefit plans, practices and programs
maintained by the Company and made available to employees generally
(collectively, the "Company Benefit Plans"), including, without
limitation, any pension, retirement, profit sharing, savings, medical,
hospitalization, disability, dental, life or travel accident insurance
benefit plans, vacation and sick leave, as in effect from time to
time; provided, however, that the benefits to Executive under the
Company Benefit Plans shall, in the aggregate, be no less favorable to
Executive (determined after giving effect to any benefits granted to
Executive under the Axsys Executive Plans) than the benefits to
Executive under the Company Benefit Plans as in effect immediately
prior to the Effective Date and the terms of the Company's 401(k) Plan
shall be amended to be consistent with the Axsys 401(k) Plan. Schedule
<PAGE>

I hereto sets forth a true and complete list of all Company Benefit Plans as in
effect immediately prior to the Effective Date. The Executive's participation in
the Company Benefit Plans shall be on the same basis and terms as are applicable
to employees of the Company generally. Axsys may determine to offer Executive
the opportunity to participate, on terms determined by Axsys, in the Axsys
Technologies Inc. Long-Term Stock Incentive Plan, the Axsys Technologies, Inc.
Supplemental Revenue Growth Incentive Plan, the Axsys Technologies, Inc. cash
bonus plan and such other plans of Axsys, in each case as determined by Axsys
(collectively, the "Axsys Executive Plans"). There shall be included in the
definition of the Company Benefit Plans the key man life insurance policy
insuring the life of Executive in the amount of $350,000 and having a current
premium of approximately $2,350 per annum. The Company shall maintain such
policy (or a similar policy if such policy lapses or is cancelled or if a
similar policy is otherwise available) and shall pay the policy premium while
Executive is employed with the Company or thereafter in accordance with Section
7 hereof, provided (i) such policy (or similar replacement policy) is available
and (ii) the annual premium payable in respect thereof shall not exceed 150% of
the current cost, and provided further, that such policy or similar replacement
policy shall be subject to whatever limitations are applicable to any renewal or
replacement thereof. If the current policy or any replacement or renewal thereof
is not available for the benefit amount set forth above, the premium to be borne
by the Company as set forth herein, shall continue to be the obligation of the
Company and Executive may, at his election decide to either (a) retain such
insurance up to the maximum benefit available at the premium to be paid by the
Company or (b) pay the increased additional premium amount to obtain the maximum
benefit described above. Executive may name the beneficiary under such policy as
Executive shall determine. Executive waives any right to any payment under the
Company's unwritten discretionary cash bonus practice in respect of any period
commencing February 1, 1997, and represents and warrants that no such payment to
Executive have been made thereunder.

5. Other Benefits.
--------------

(a) Expenses. The Executive shall be entitled to receive
prompt reimbursement of all expenses reasonably incurred by him
in connection with the performance of his duties hereunder.

(b) Office and Facilities. The Executive shall be provided
with office space, equipment, supplies and such other facilities
and support as the Company deems necessary or appropriate for the
performance of the Executive's duties hereunder.

6. Termination. The Executive's employment hereunder may be
terminated under the following circumstances:

(a) Death. Upon death of the Executive.

(b) Disability. The Company may terminate the
Executive's employment after having established the
Executive's Disability (as defined in Standard
Insurance Company, Group Long Term Disability Insurance
Policy, Policy No. 07825-A). A determination of
Disability shall be made by a physician satisfactory to
both the Executive and the Company, which physician's
determination as to Disability shall be made within ten
(10) days of the request therefor and shall be binding
on all parties; provided, however, that if the

<PAGE>

Executive and the Company do not agree on a physician,
the Executive and the Company shall each select a
physician and these two together shall select a third
physician, which third physician's determination as to
Disability shall be binding on all parties. The
Executive shall be entitled to the compensation and
benefits provided for under this Agreement for any
period prior to the establishment of the Executive's
Disability during which the Executive is unable to work
due to a physical or mental infirmity. Notwithstanding
anything contained in this Agreement to the contrary,
until the Termination Date specified in a Notice of
Termination (as each term is hereinafter defined )
relating to the Executive's Disability, the Executive
shall be entitled to return to his position with the
Company as set forth in this Agreement, in which event
no Disability of the Executive will be deemed to have
occurred.

(c) Cause. The Company may terminate the
Executive's employment for "Cause." For purposes of
this Agreement, "Cause" shall mean a good faith
determination by the Company that the Executive (i)
willfully failed to perform the Executive's duties
under this Agreement (other than a failure resulting
from the Executive's incapacity due to physical or
mental illness) which failure continued for a period of
at least ten (10) days after a written notice of demand
for substantial performance has been delivered to the
Executive specifying the manner in which the Executive
has failed to substantially perform, (ii) is in breach
of the Noncompetition Agreement entered on the date
hereof between Executive and Axsys or (iii) willfully
engaged in conduct which is materially injurious to the
Company, monetarily or otherwise. No act or failure to
act on the Executive's part shall be considered
"willful" unless the Executive has acted or failed to
act with an absence of good faith and without a
reasonable belief that his action or failure to act was
in the best interest of the Company.

(d) Voluntary. The Executive may voluntarily
terminate his employment at any time without the
Employer's consent. Without limiting the generality of
the foregoing, the Executive may terminate his
employment for "Good Reason". For purposes of this
Agreement, "Good Reason" shall mean a good faith
determination by the Executive that (i) the Company has
failed to pay when due any amounts required to be paid
pursuant to Section 3(a), 3(b) or 5(a) of this
Agreement, (ii) the Company has materially breached its
obligations under Section 4 of this Agreement, (iii)
the Company has breached its obligation under the
second sentence of Section 2(a) of this Agreement, (iv)
there has occurred a material lessening of Executive's
duties and responsibilities under this Agreement, (v)
the Company or Axsys has reached their respective
obligations under Section 5(d) of the Stock Purchase
Agreement, (vi) Axsys has breached its obligations
under either (x) Section 1.3(b) of the Stock Purchase
Agreement with respect to the registration of Buyer
Shares (as defined therein) or (y) the Stockholder

<PAGE>

Agreement (as defined in the Stock Purchase Agreement)
with respect to the exchange of Axsys Common Stock for
Retained Shares (as such capitalized terms are defined
in the Stockholder Agreement); (vii) there has been
entered a final, non-appealable order of a court of
competent jurisdiction that Axsys has breached its
indemnification obligations under Section 7 of the
Stock Purchase Agreement arising from a material breach
by Axsys of its representations and warranties
contained in the Stock Purchase Agreement. Executive
shall not be permitted to terminate his employment
pursuant to this Section 6(d) for Good Reason without
providing the Company and Axsys at least ten (10)
business days prior written notice specifying in
reasonable detail the alleged breach or circumstances
allegedly constituting Good Reason and permitting the
Company (or Axsys, as the case may be) an opportunity
to cure such alleged breach or circumstances within
such ten-day period.

(e) Notice of Termination.

(i) Termination by the Company. Any purported
termination (except for death) by the Company
shall be communicated to Executive by written
"Notice of Termination by the Company" to the
Executive. For purposes of this Agreement, a
"Notice of Termination by the Company" shall mean
a notice which indicates the specific termination
provision in this Agreement relied upon and shall
set forth in reasonable detail the facts and
circumstances claimed to provide a basis for
termination of the Executive's employment under
the provision so indicated. For purposes of this
Agreement, no such purported termination of
employment shall be effective without such Notice
of Termination by the Company.

(ii) Termination by Executive. The Executive
shall provide notice of Executive's voluntary
termination under Section 6(d) above by written
"Notice of Termination by Executive." For purposes
of this Agreement, a "Notice of Termination by
Executive" shall mean a notice which indicates
that Executive is voluntarily terminating his
employment pursuant to Section 6(d) and, in the
case Executive is voluntarily terminating his
employment for Good Reason (which pursuant to
Section 6(d) shall follow the expiration of the
ten business day notice period and the failure of
the Company during such period to have cured any
alleged breach or circumstances), the specific
provision of Good Reason relied upon, setting
forth in reasonable detail the facts and
circumstances claimed to provide a basis for
termination of the Executive's employment under
the provision so indicated. For purposes of this
Agreement, no such purported termination of
employment shall be effective without such Notice
of Termination by the Executive.

(f) Termination Date, Etc. "Termination Date"
<PAGE>

shall mean: (i) in the case of the Executive's
death, the date of death; (ii) in all other cases
of termination by the Company, provided, however,
that if the Executive's employment is terminated
by the Company for Cause or due to Disability, the
date specified in the Notice of Termination by the
Company shall be at least thirty (30) days from
the date the Notice of Termination by the Company
is given to the Executive, provided that, in the
case of Disability, the Executive shall not have
returned to the full-time performance of the
employment duties hereunder during such period of
at least thirty (30) days; or (iii) in the case of
voluntary termination by Executive, with or
without Good Reason, the date specified in the
Notice of Termination by Executive, provided,
however, that such date shall not be more than
thirty (30) days from the date the Notice of
Termination by Executive is given to the Company.

7. Compensation Upon Termination. Upon termination of the
Executive's employment prior to the expiration of the Term, the
Executive shall be entitled to the following benefits:

(a) If the Executive's employment is terminated by the
Company for Cause or Disability of the Executive or by the
Executive without Good Reason, or as a result of the Executive's
death, the Company shall pay the Executive (or his estate) all
amounts earned or accrued hereunder through the Termination Date
but not paid as of the Termination Date in respect of Salary and,
(ii) reimbursement for any and all monies advanced or expenses
incurred in connection with the Executive's employment for
reasonable and necessary expenses incurred by Executive on behalf
of the Company for the period ending on the Termination Date.
Subject to Section 7(d) hereof, the Executive's (or his estate's)
entitlement to any other compensation or benefits shall be
determined in accordance with the Incentive Plan, Company Benefit
Plans and Axsys Executive Plans then in effect.

(b) If the Executive's employment by the Company shall be
terminated by the Company other than for Cause (and not
Disability of the Executive) or by Executive with Good Reason,
then the Executive shall be entitled to the benefits provided
below:

(i) the amounts specified in Section 7(a);

(ii) Salary payable after the Termination Date for the
balance of the Term (determined as if Executive's employment
had not terminated);

(iii) the right to receive 40% of any amounts payable after
the Termination Date under the Incentive Plan in respect of
Incentive Compensation Pool and the Additional Incentive
Compensation Pool (determined as if Executive's employment
had not terminated); and

(iv) Company Benefit Plans providing for medical,
hospitalization, dental, life and travel accident insurance
shall be maintained during the balance of the Term
(determined as if Executive's employment had not
terminated).
<PAGE>

(c) The amounts provided for in this Section 7 shall be paid
within five (5) business days after the Executive's Termination
Date, provided, however, that any amounts payable under Section
7(b)(iii) shall be paid when provided for in Section 3(b). If the
Executive's employment is terminated by the Company for Cause or
Disability of the Executive or by the Executive without Good
Reason, then the Company shall extend to Executive, commencing on
the Termination Date, COBRA Benefits for a period of 18 months
(or such longer period as may be required by law), with all
premium costs and expenses (employee's and employer's portions)
to be borne by Executive. If the Executive's employment is
terminated by the Company without Cause (and not Disability of
the Executive) or by the Executive with Good Reason, then the
Company shall extend to Executive, commencing on the expiration
of the Term, COBRA Benefits for a period of 18 months (or such
longer period as may be required by law) with all premium costs
and expenses (employee's and employer's portions) to be borne by
Executive.

(d) Benefits. Except as set forth in Sections 7(b)(iii) and
7(b)(iv) hereof, the Executive's accrual of benefits under and
participation in the Incentive Plan, Company Benefit Plans and
Axsys Executive Plan providing for any employee benefits
("Benefits") will cease after the Termination Date and the
Executive will be entitled to Benefits accrued prior to the
Termination Date pursuant to such plans only as provided in such
plans. Nothing contained herein shall be deemed to limit in any
manner whatsoever the rights of the Executive to receive any
benefits under any insurance policies, including, but not limited
to, comprehensive general liability and directors' and officers'
liability and indemnification and reimbursement insurance
coverage, but only to the extent relating to any conduct or
activity engaged in by the Executive in his capacity as an
officer, employee, director of the Company prior to the
termination of his employment relationship with the Company;
provided, however, that Executive understands and agrees that
prior to the date hereof the Company has not maintained any such
insurance policies and after the date hereof neither the Company
nor Axsys shall have any obligations to maintain or make
available to or for the benefit of Executive any such insurance.

8. Effect of Termination.
---------------------

(a) Cooperation. In the event of Executive's
termination of employment, for whatever reason, for a period
of three years thereafter, upon written request by the
Company, the Executive agrees to cooperate with the Company
and to be reasonably available to the Company with respect
to continuing and/or future matters arising out of the
Executive's employment or any other relationship with the
Company, whether such matters are business-related, legal or
otherwise. With respect to each written request by the
Company for the Executive's cooperation or availability
under this Section 8, the Company agrees to pay the
Executive, for each day the Executive renders services to
the Company pursuant to such request, an amount per day
equal to the Executive's pro rata Salary applicable on the
Date of Termination and to reimburse the Executive for the
Executive's reasonable travel expenses incurred in complying
with the terms of this paragraph upon delivery by the
<PAGE>

Executive to the Company of valid receipts for such
expenses. Notwithstanding anything contained herein to the
contrary, in no event (but subject to applicable law,
including any right of the Company, by subpoena or other
similar judicial order, to compel Executive's testimony as a
witness or otherwise or the production by Executive of
documents) shall the Executive be required to assist or
cooperate or remain available to provide such cooperation if
to do so would unreasonably interfere with the Executive's
conduct or activity of any employment, consulting or other
personal services undertaking or commitment. Moreover, in
the event that the Executive is required (as a result of the
foregoing provisions of this Section 8(a) and not as a
result of the exercise of the Company's rights (subject to
applicable law) to compel, by subpoena or other similar
judicial order, testimony or produce documents) to assist or
cooperate in any legal, regulatory or other similar
proceeding or matter, whether as a witness or otherwise, to
the extent that any actual or potential conflict of interest
exists or arises between the interests of the Executive and
those of the Company, Axsys or any of their Affiliates, the
Executive shall have the right to be represented by separate
counsel, the expense and cost of which shall be borne by the
Company or Axsys, as the case may be.

(b) Survival. The provision of Sections, 7, 8, 9, 10,
11, 12, 13 and 14 shall survive any termination of
Executive's employment.

9. Confidential Information. Executive shall not at any time
during the Term or thereafter disclose to any person or entity
any Confidential Information (as defined below) learned or
obtained by him while in the Company's employ, or use the same
for any purposes other than in the performance of his or her
duties as an employee. As used herein, the term "Confidential
Information" means all information disclosed to Executive or
known by Executive as a consequence of, or through employment,
including, without limitation the clients, customers, suppliers,
employees, consultants, computer or other files, projects,
products, computer disks or other media, computer hardware or
computer software programs, source and object codes, data,
programs, other works of authorship, information regarding plans
for research, development, new products, marketing plans,
financial information, methodologies, know-how, processes, trade
secrets, practices, projections, forecasts, formats, systems data
gathering methods or strategies and other Intellectual Property
(as defined in the Stock Purchase Agreement) of the Company and
any of its "Affiliates." As used herein, "Affiliates" means any
entity that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common
control with, the Company. Notwithstanding the immediately
preceding sentence, Confidential Information shall not include
any information that (a) is, or becomes, a part of the public
domain or generally available to the public other than as a
result of a breach by Executive of this confidentiality
provision; (b) is or becomes available to Executive from a source
other than the Company, provided at the time it is made so
available the Executive had no actual knowledge after due inquiry
that such source was bound by a confidentiality agreement with
the Company with respect to such information; or (c) which is
required by law to be disclosed.
<PAGE>

10. Inventions.
----------

(a) The Executive agrees that all inventions, modifications,
innovations, discoveries or other developments related directly
or indirectly to the Company's business (collectively
"Inventions") made by Executive while employed by the Company
shall be the property of the Company and that the Company shall
have the exclusive proprietary rights and ownership in them.

(b) Executive will make full and prompt disclosure to the
Company of all Inventions, which are created, made, conceived or
reduced to practice by Executive or jointly with others while
employed by the Company, whether or not during normal working
hours or on the premises of the Company, subject to California
Labor Code Section 2870 to the extent applicable.

(c) Executive agrees to assign and does hereby assign to the
Company (or any person or entity designated by the Company) all
of Executive's right, title and interest in and to all Inventions
and all related patents, patent applications, copyrights and
copyright applications. This Section 9 shall not apply to
inventions which do not relate to the present or planned business
or research and development of the Company and which are made and
conceived by the Executive not during normal working hours, not
on the Company's premises and not using the Company's tools,
devices, equipment or Confidential Information. Executive
understands that, to the extent this Agreement shall be construed
in accordance with the laws of any state (such as California
Labor Code Section 2870 to the extent applicable) which precludes
a requirement in any employee agreement to assign certain classes
of Inventions made by an employee, this Section 10 shall be
interpreted not to apply to any Invention which a court rules
and/or the Company agrees falls within such classes. The
Executive also hereby waives all claims to moral or equitable
rights in any Inventions.

(d) Executive agrees to cooperate fully with the Company,
both during and after the term of this Agreement, and at the
Company's sole expense, with respect to the procurement,
maintenance and enforcement of copyrights, patents and other
intellectual property rights (both in the United States and
foreign countries) relating to Inventions. Executive shall, at
the Company's expense, sign all papers, including, without
limitation, copyright applications, patent applications,
declarations, oaths, formal assignments, assignments of priority
rights, and powers of attorney, which are reasonably necessary or
desirable in order to protect the Company's rights and interests
in any Invention. Executive further agrees that if the Company is
unable, after reasonable effort, to secure the signature of
Executive on any such papers, any executive officer of the
Company shall be entitled to execute any such papers as the agent
and the attorney-in-fact of the Executive, and the Executive
hereby irrevocably designates and appoints each executive officer
of the Company as Executive's agent and attorney-in-fact to
execute any such papers on Executive's behalf, and to take any
and all actions as the Company may deem necessary or desirable in
order to protect its rights and interest in any Inventions, under
the conditions described in this sentence.

(e) Executive acknowledges that the Company from time to
time may have agreements with other parties which impose
<PAGE>

obligations or restrictions on the Company regarding Inventions
made during the course of work under such agreements or regarding
the confidential nature of such work. Executive agrees to be
bound by all such obligations and restrictions which are made
known to Executive and to take all action necessary to discharge
the obligations of the Company under such agreements.

11. Company Property. Upon any termination of the Executive's
employment, or at the Company's request, Executive shall return all
notebooks, memoranda, notes, records, papers, computer disks or other
documents and all photocopies, or duplicates of such documents or
materials, relating to the Company's (or any Affiliate's) business and
operations and all property associated with the Company (or any
Affiliate) in any way obtained by Executive while employed by the
Company, excluding such information, documents or material, which
becomes publicly known or publicly available, through no fault of
Executive.

12. Disclosure. Executive agrees to disclose the existence of
this Agreement to any prospective employer.

13. Noncompetition. While employed by the Company, Executive
shall refrain from actions and from undertaking interests in
competition or in conflict with the Company. The foregoing shall not
limit Executive's obligations under his Noncompetition Agreement,
dated the date hereof, between Executive and Axsys, entered into by
Executive pursuant to the Stock Purchase Agreement.

14. Miscellaneous Provisions.
------------------------

(a) Notices. All notices, consents, waivers, and other
communications under this Agreement must be in writing and will
be deemed to have been duly given when (a) delivered by hand
(with written confirmation of receipt), or by Federal Express,
(b) sent by telecopier (with written confirmation of receipt),
provided that a copy is mailed by registered mail, return receipt
requested, or (c) when received by the addressee, if sent by a
nationally recognized overnight delivery service (receipt
requested), in each case to the appropriate addresses and
telecopier numbers set forth below (or to such other addresses
and telecopier numbers as a party may designate by notice to the
other parties):

If to Executive, to:

Richard Howitt

c/o Teletrac, Inc.
137 Aero Camino
Santa Barbara, CA 93117
Phone: 805-968-4333
Telecopy: 805-968-1613

With a copy to:

Price, Postell & Parma LLP
200 East Carrillo Street
Santa Barbara, CA 93101
Attention: Raymond P. Le Blanc
Phone: 805-882-9869
Telecopy: 805-965-3978
<PAGE>

If to Company, to:

Stephen W. Bershad
c/o Axsys Technologies, Inc.
645 Madison Avenue
New York, NY 10022
Phone: 212-593-5376
Telecopy: 212-754-6348

With a copy to:

Axsys Technologies, Inc.
645 Madison Avenue
New York, NY 10022
Attention: Elliot N. Konopko
Phone: 212-593-5382
Telecopy: 212-754-6348

(b) Jurisdiction; Service of Process. Any action or
preceding seeking to enforce any provision of, or based on any
right arising out of, this Agreement may be brought against any
of the parties in any Los Angeles County Court or United States
District Court located in Los Angeles County, and each of the
parties consents to the jurisdiction of such courts (and of the
appropriate appellate courts) in any such action or proceeding
and waives any objection to venue laid therein. Process in any
action or proceeding referred to in the preceding sentence may be
served on any party anywhere in the world.

(c) Waiver. The rights and remedies of the parties to this
Agreement are cumulative and not alternative. Neither the failure
nor any delay by any party in exercising any right, power, or
privilege under this Agreement or the documents referred to in
this Agreement will operate as a waiver of such right, power, or
privilege, and no single or partial exercise of any such right,
power, or privilege will preclude any other or further exercise
of such right, power or privilege or the exercise of any other
right, power, or privilege. To the maximum extent permitted by
applicable law, (a) no claim or right arising out of this
Agreement or the documents referred to in this Agreement can be
discharged by one party, in whole or in part, by a waiver or
renunciation of the claim or right unless in writing signed by
the other party; (b) no waiver that may be given by a party will
be applicable except in the specific instance for which it is
given; and (c) no notice to or demand on one party will be deemed
to be a waiver of any obligation of such party or of the right of
the party giving such notice or demand to take further action
without notice or demand as provided in this Agreement or the
documents referred to in this Agreement.

(d) Entire Agreement and Modification: Beneficiaries. This
Agreement supersedes all prior agreements between the parties
with respect to its subject matter (including, without
limitation, the Letter Agreement by and among the Company, the
Executive and certain other stockholders of the Company dated
February 4, 1997, as amended) and constitutes a complete and
exclusive statement of the terms of the agreement between the
parties with respect to its subject matter. This Agreement may
not be amended except by a written agreement executed by the
party to be charged with the amendment, and the parties hereby
expressly agree that no subsequent oral agreement to amend this

<PAGE>

Agreement shall be binding. This Agreement shall not confer any
rights or remedies upon any person other than the parties and
their respective successors and permitted assignees; provided,
however, that this Agreement is intended to confer rights and
remedies upon Axsys and its Affiliates and their respective
successors and assignees. Subject to the immediately preceding
sentence, neither party may assign its rights or obligations
under this Agreement.

(e) Severability. If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction,
the other provisions of this Agreement will remain in full force
and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force
and effect to the extent not held invalid or unenforceable.

(f) Section Headings, Construction. The headings of Sections
in this Agreement are provided for convenience only and will not
affect its construction or interpretation. All references to
"Section" or "Sections" refer to the corresponding Section or
Sections of this Agreement. All words used in this Agreement will
be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word
"including" does not limit the preceding words or terms.

(g) Governing Law. This Agreement will be governed by the
laws of the State of California without regard to its conflicts
of laws principles.

(h) Set-off. Without limiting any other remedy available to
Axsys, the Company or any of their Affiliates, but subject to the
last sentence of this Section 14(h), Axsys and its Affiliates
shall have the option of setting off, against any obligation of
the Company under this Agreement (including any obligation of
Axsys or the Company under the Incentive Plan, but excluding,
while Executive is employed under this Agreement, the Company's
obligations (other than obligations of Axsys or the Company under
the Incentive Plan) to Executive while he is so employed and
excluding accrued and unpaid salary and vacation prior to
termination of employment), the amount of any Adverse
Consequences (as defined in the Stock Purchase Agreement) that
Axsys, the Company or any of their Affiliates may suffer (i) for
which Executive is liable under the terms of the Stock Purchase
Agreement or (ii) as a result of the breach by Executive of any
of his obligations under the Non-Competition Agreement. This
Section 14(h) constitutes a complete statement of the terms of
agreement by the parties with respect to set off rights of Axsys
and the Company with respect to their obligations under this
Agreement (including the Incentive Plan), and neither Axsys nor
the Company shall have any other legal or equitable set off
rights with respect to such obligations.

(i) Counterparts. This Agreement may be executed in one or
more counterparts, each of which will be deemed to be an original
copy of this Agreement and all of which, when taken together,
will be deemed to constitute one and the same agreement.

IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its duly authorized officer and the Executive has
executed this Agreement as of the day and year first above
written.

/s/Richard Howitt
---------------------------------
Richard Howitt

TELETRAC, INC.

By:/s/Stephen W. Bershad
------------------------------
Stephen W. Bershad

<PAGE>

SCHEDULE I

Group Life Insurance
--------------------

(i) Gary Nett
Insurance and Benefit Plan Services
P.O. Box 1416
Santa Barbara, CA 93102
(805) 963-2009

(ii) Insurer: AEtna
Insured: Teletrac

(iii) Control #446790
Original Effective Date: April 1, 1993
Term: Renewable yearly

- A copy of the plan and a renewal confirmation from
the agent has been provided to the Buyer.

Group Medical Insurance
-----------------------

(i) Gary Nett
Insurance and Benefit Plan Services
P.O. Box 1416
Santa Barbara, CA 93102
(805) 963-2009

(ii) Insurer: AEtna
Insured: Teletrac

- A copy of the plan and a renewal confirmation from
the agent has been provided to the Buyer.

Group Long-Term Disability Insurance
------------------------------------

(i) Gary Nett
Insurance and Benefit Plan Services
P.O. Box 1416
Santa Barbara, CA 93102
(805) 963-2009
<PAGE>

(ii) Insurer: Standard Insurance Co.
Insured: Teletrac/All eligible employees

(iii) Group Policy #607825 Term: January 1, 1997 - January
1, 1999

-A copy of this policy has been provided to Buyer.

Dental Plan
-----------

A Dental Plan is available to participating employees
at their sole expense. A copy of the Delta Dental brochure
has been provided to Buyer.

Section 125 Plan
----------------

A copy of the Paychex Specimen Section 125 plan and
adoption agreement has been provided to Buyer. Teletrac has
requested an executed copy of the Plan Adoption Agreement
from the Department of Labor.

<PAGE>

EXHIBIT 10.19

NON-COMPETITION AGREEMENT

Non-Competition Agreement, dated as of May 30, 1997 (the "Agreement"),
between Axsys Technologies, Inc., a Delaware corporation ("Axsys") and Richard
Howitt ("Seller"), c/o Teletrac, Inc. 137 Aero Camino, Santa Barbara, CA 93117.

Concurrently with the execution and delivery of this Agreement, the Seller
is selling or agreeing to sell to Axsys Technologies, Inc., a Delaware
corporation ("Axsys") all of Seller's shares of capital stock of Teletrac, Inc.,
a California corporation (the "Company"), and Axsys is acquiring or agreeing to
acquire the remaining outstanding shares of capital stock of the Company from
the Company's other stockholders (Seller and such other stockholders referred to
collectively as the "Selling Stockholders"), pursuant to a Stock Purchase
Agreement, dated May 27, 1997 (the "Stock Purchase Agreement"), between Axsys,
the Company and the Selling Stockholders;

Section 1.4(a)(ii)(C) of the Stock Purchase Agreement requires that this
Agreement be executed and delivered to Axsys by the Seller as a condition to
Axsys's obligation to close and purchase Seller's capital stock pursuant to the
Stock Purchase Agreement; and

Seller recognizes that the consummation of the transactions contemplated by
the Stock Purchase Agreement will inure to Seller's benefit and therefore Seller
desires to induce Axsys to consummate the transactions contemplated by the Stock
Purchase Agreement and purchase Seller's capital stock and all of the other
capital stock of the Company pursuant to the Stock Purchase Agreement;

Therefore, the parties hereto hereby agree as follows:

1. Covenants of Seller.
-------------------
(a) Non-Competition. During the period commencing on
the date hereof (the "Commencement Date") and ending six years thereafter
(the "Applicable Period"), Seller shall not, without the prior written
consent of Axsys, directly or indirectly, engage in any business, whether
as an employee, consultant, partner, principal, agent, representative,
stockholder (other than as the holder of an interest of one percent (1%) or
less of the outstanding voting common stock of a publicly traded
corporation) or otherwise, or render any services or provide any advice or
assistance to any business, person or entity, if such business, person, or
entity, directly or indirectly, is engaged anywhere in the world in any
manner in the research, engineering, development, design, manufacture, sale
or servicing of any of the following motion control products, components,
subsystems and systems: (1) interferometers for linear, geometric and
velocity measurements; (2) servo motion controllers and motor amplifiers;
(3) laser based tracking autofocus systems for optical microscopy and other
applications; (4) spin stands and servo track writing sub-systems for disk
drive head, media electrical test and process equipment; (5) rotary and
linear positioning servo systems, including, but not limited to, rotary and
linear positioning servo systems used in the fabrication and testing of
semiconductors, flat-panel displays and magnetic, optical and other mass
storage media (and read and write head technology associated with such mass
storage media); and (6) polascopes. Nothing contained herein shall be
deemed to limit or restrict any obigations Seller may have to refrain from
competitive actions or from undertaking interests in conflict with the
Company while Seller is an employee, officer or director of the Company.

(b) Non-Solicitation. During the Applicable Period,
Seller shall not, directly or indirectly, divert, solicit or lure away from
the Company or any of its Affiliates (i) any customer or business of the
Company or of its any Affiliates or (ii) any prospective customer or
business of the Company or any Affiliates. Seller shall not, during the
Applicable Period, directly or indirectly, recruit, hire or assist others
in recruiting or hiring, or otherwise solicit for employment, any employees
of the Company or any of its Affiliates, customers or subcontractors. The
provisions of this Section 1(c) shall not be deemed to limit in any way the
provisions of any other Section of this Agreement. Nothing contained herein
shall be deemed to limit the Seller, at any time after termination of his
employment with the Company and prior to the expiration of the Applicable
Period, from conducting or engaging, directly or indirectly, in
advertisements and solicitations to hire and recruit employees if those
advertisements and solicitations are included solely in newspapers,
periodicals or journals of general circulation in the industry or business
in which the Company is engaged; provided, however, that, as a result of
such advertisements and solicitations, Seller may not
<PAGE>

solicit or hire any current or former employees of the Company except such
employees who (x) have terminated their employment with the Company more
than ten months prior to Seller's termination of employment with the
Company, (y) who were terminated by Seller with the written approval of the
Board of Directors of the Company or (z) were terminated by the Company
after Seller's termination of employment with the Company.

(c) Acknowledgment. The Seller acknowledges that
the restrictions and covenants contained in this Section 1 (the
"Restrictive Covenants") are reasonable and valid in geographical and
temporal scope and in all other respects. If any court determines that any
of the Restrictive Covenants, or any part thereof, is invalid or
unenforceable, the remainder of the Restrictive Covenants shall be given
full effect, without regard to the invalid portions. If any court
determines that any of the Restrictive Covenants, or any part thereof, is
unenforceable because of the duration, geographic or other scope of such
provision, such court shall have the power to reduce the duration or scope
of such provision, as the case may be, and in its reduced form, such
provision shall then be enforceable. If any court determines that any of
the Restrictive Covenants, or any part thereof, is unenforceable by reason
of the breadth of geographic scope or otherwise, it is the intention of the
parties that such determination shall not bar or in any way affect the non-
breaching party's right to enforce and enjoin violations of the Restrictive
Covenants in other jurisdictions within the geographic scope of such
Restrictive Covenants, as to breaches, if any, of such Restrictive
Covenants in such other jurisdictions, such Restrictive Covenants as they
relate to each jurisdiction being, for this purpose, severable into diverse
and independent covenants.

2. Representation and Warranties of Seller. Seller hereby represents and
warrants to Axsys as follows: (a) Seller has full power and authority and is
legally competent to execute and deliver, and has duly and validly executed,
this Agreement and (b) this Agreement constitutes a valid and legally binding
obligation of Seller enforceable in accordance with its terms.

3. Remedies. The services rendered by Seller to the Company and the
information disclosed to Seller by the Company or any of its Affiliates are of a
unique and special character, and any breach of the Restrictive Covenants will
cause the Company and its Affiliates irreparable injury and damage which will be
extremely difficult to quantify. Therefore, the Company and its Affiliates will
be entitled to, in addition to all other remedies available to it, injunctive
relief and specific performance to prevent a breach and to secure the
enforcement of all the Restrictive Covenants. Specifically, Seller agrees that
the Company and its Affiliates shall have (a) the right to an injunction without
bond in any court of competent jurisdiction permanently enjoining Seller from a
violation of the Restrictive Covenants, and (b) the right to recover any losses,
liabilities or damages (including reasonable attorney's fees) arising out of or
due to a breach of this Agreement. The remedies set forth in this Section 3
shall not be mutually exclusive and any one or all may be pursued without the
pursuit of one impairing or precluding the pursuit of another. In the event of
any litigation in connection with this Agreement, the prevailing party shall be
entitled to recover its reasonable attorney's fees and disbursements from the
other party as costs of suit and not as damages; provided, however, that, in the
event that such litigation arises in connection with Section 4 of the Agreement,
then a reasonable allocation of attorney's fees and disbursements shall be made
as between attorney's fees and disbursements relating to this Agreement, on the
one hand, and the Stock Purchase Agreement and/or Employment Agreement, on the
other hand, and, in such event, the prevailing party shall be entitled to
recover its reasonable attorney fees and disbursements relating solely to this
Agreement.

4. Termination. Seller's obligations under Section 1 shall terminate in
the event of a material breach by Axsys or the Company, as the case may be, of
its obligations under the Stock Purchase Agreement or the Seller's Employment
Agreement, dated the date hereof (the "Employment Agreement"), between the
Seller and the Company; provided, however, that (i) Seller's obligations under
Section 1 of this Agreement shall not terminate without Seller providing Axsys
and the Company 60 days prior written notice specifying in reasonable detail the
nature of such alleged breach and permitting the Company or Axsys, as the case
may be, an opportunity to cure such alleged breach within such period, and (ii)
Seller's obligations under Section 1 shall terminate if any such breach shall
not be fully cured within such 60-day period.

5. Miscellaneous.
-------------
<PAGE>

(a) Notices. All notices, consents, waivers, and other
communications under this Agreement must be in writing and will be deemed
to have been duly given when (a) delivered by hand (with written
confirmation of receipt), or by Federal Express, (b) sent by telecopier
(with written confirmation of receipt), provided that a copy is mailed by
registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and
telecopier numbers set forth below (or to such other addresses and
telecopier numbers as a party may designate by notice to the other
parties):

If to Seller, to:

Richard Howitt
c/o Teletrac, Inc.
137 Aero Camino
Santa Barbara, CA 93117
Phone: 805-968-4333
Telecopy: 805-968-1613

With a copy to:

Price, Postel & Parma LLP
200 East Carrillo Street
Santa Barbara, CA 93101
Attention: Raymond P. Le Blanc
Phone: 805-882-9869
Telecopy: 805-965-3978

If to Axsys, to:

Stephen W. Bershad
Axsys Technologies, Inc.
645 Madison Avenue
New York, NY 10022
Phone: 212-593-5376
Telecopy: 212-754-6348

With a copy to:

Axsys Technologies, Inc.
645 Madison Avenue
New York, NY 10022
Attention: Elliot N. Konopko
Phone: 212-593-5382
Telecopy: 212-754-6348

(b) Jurisdiction; Service of Process. Any action or proceeding
seeking to enforce any provision of, or based on any right arising out of,
this Agreement may be brought against any of the parties in any Los Angeles
County Court or United States District Court located in Los Angeles County,
and each of the parties consents to the jurisdiction of such courts (and of
the appropriate appellate courts) in any such action or proceeding and
waives any objection to venue laid therein. Process in any action or
proceeding referred to in the preceding sentence may be served on any party
anywhere in the world.

(c) Waiver. The rights and remedies of the parties to this
Agreement are cumulative and not alternative. Neither the failure nor any
delay by any party in exercising any right, power, or privilege under this
Agreement or the documents referred to in this Agreement will operate as a
waiver of such right, power, or privilege, and no single or partial
exercise of any such right, power, or privilege will preclude any other or
further exercise of such right, power, or privilege or the exercise of any
other right, power, or privilege. To the maximum extent permitted by
applicable law, (a) no claim or right arising out of this Agreement or the
documents referred to in this Agreement can be discharged by one party, in
whole or in part, by a waiver or renunciation of the claim or right unless
in writing signed by the other party; (b) no waiver that may be given by a
party will be applicable except in the specific instance for which it is
given; and (c) no notice to or demand on one party will be deemed to be a
waiver of any obligation of such party or of the right of the party giving
such notice or demand to take further action without notice or demand as
provided in this Agreement or the documents referred to in this Agreement.

(d) Entire Agreement and Modification. This Agreement supersedes
all prior agreements between the parties with respect to its subject matter
(including, without limitation, the Letter Agreement by and among Axsys,
the Company and certain of the Selling Stockholders dated February 4, 1997,
as amended) and constitutes a complete and exclusive statement of the terms
of the agreement between
<PAGE>

the parties with respect to its subject matter. This Agreement may not be
amended except by a written agreement executed by the party to be charged
with the amendment, and the parties hereby expressly agree that no
subsequent oral agreement to amend this Agreement shall be binding.

(e) Section Headings, Construction. The headings of Sections in
this Agreement are provided for convenience only and will not affect its
construction or interpretation. All references to "Section" or "Sections"
refer to the corresponding Section or Sections of this Agreement. All words
used in this Agreement will be constructed to be of such gender or number
as the circumstances require. Unless otherwise expressly provided, the word
"including" does not limit the preceding words or terms.

(f) Governing Law. This Agreement will be governed by the laws of
the State of California without regard to its conflicts of laws principles.

(g) Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to
constitute one and the same agreement.

(h) Certain Definitions.
-------------------
"Affiliate" means any entity that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is
under common control with, the Company.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.

/s/ Richard Howitt
-----------------------------
Richard Howitt

AXSYS TECHNOLOGIES, INC.

/s/ Stephen W. Bershad
By:--------------------------
Stephen W. Bershad

<PAGE>

EXHIBIT 10.21

TELETRAC, INC.
MANAGEMENT INCENTIVE COMPENSATION PLAN

ARTICLE I
Purpose of the Plan

1.1 The purpose of the Teletrac, Inc. Management Incentive
Compensation Plan (the "Plan") of Teletrac, Inc. (the "Company"),
a wholly owned subsidiary of Axsys Technologies, Inc. ("Axsys"),
is to advance the interests of the Company and Axsys by providing
eligible employees of the Company with additional incentive to
promote the success of the Company's business, to increase their
vested interest in the success of the Company's business and to
encourage them to remain employees through the making of certain
incentive cash bonus awards ("Awards") linked to performance
goals.

ARTICLE II
Administration of the Plan

2.1 The Plan shall be administered and interpreted by a
committee (the "Committee") comprised solely of (i) Richard
Howitt, so long as he is President and a full-time employee of
the Company, (ii) if Richard Howitt shall not be President and a
full-time employee of the Company, David Barker, so long as he is
Vice-President, Research and Development and at least a half-time
employee of the Company, and (iii) thereafter, individuals
appointed from time to time by the Board of Directors of the
Company (the "Board").

2.2 Upon the terms and subject to the conditions set forth
elsewhere herein, the Committee shall have, and is hereby
delegated, full authority to designate Participants, make or
withhold Awards, to construe and interpret the terms and
provisions of the Plan and any Award made hereunder, to adopt,
alter and repeal such administrative rules, guidelines and
practices governing this Plan and perform all acts, including the
delegation of its administrative responsibilities, as it shall,
from time to time, deem advisable, and to otherwise supervise the
administration of this Plan. The Committee shall consult with
the Board prior to exercising any of its authority hereunder,
including making any Award, but such consultation shall not
impair the full authority of the Committee as set forth herein.

ARTICLE III
Eligibility

3.1 Eligible persons mean (i) employees of the Company who
are senior officers, members of senior management or key
employees, provided such employees are full-time employees (other
than David Barker, who may be a half-time employee), unless the
requirement of full-time employment with the Company is waived in
writing by the Board, and (ii) consultants to the Company
approved in writing by the Board. "Participants" shall mean all
such eligible persons who are, in addition, designated by the
Committee as Participants. Subject to the next succeeding
sentence, the Participants shall at a minimum include David
Barker, Richard Howitt, William Hurst, William Kingsbury, Barton
Norton (but only so long as he works at least 30 hours per week
for the Company) and John Van Dyke, who are all full-time
employees of the Company on the date of adoption of this Plan.
Except to the extent otherwise expressly provided in an agreement
with a Participant as permitted by Section 6.10, including the
Employment Agreements, dated May 30, 1997 (collectively, the
"Employment Agreements"), between the Company and each of David
Barker and Richard Howitt, and except to the extent otherwise
provided in Section 4.3(d) hereof, if a Participant who is a full-
time employee ceases to be employed by the Company as a full-time
employee, or if a Participant who is a consultant approved by the
Board ceases to serve as a consultant to the Company, at any time
during any Incentive Period (as defined below) for any reason,
then each such Participant shall not be eligible for any payment
made after his termination of employment or consultancy in
respect of any Incentive Period.

ARTICLE IV
Awards Under the Plan

4.1 (a) The Company shall establish separate incentive
compensation pools (collectively, the "Incentive Compensation
Pools") for each of the fiscal years ending December 31, 1997
(which commenced on February 1, 1997) and December 31, 1998 and
the thirteen-month period ending January 31, 2000 (each referred
to, generically, as an "Incentive Period" and, respectively, as
the "1997 Incentive Period," the "1998 Incentive Period" and the
"1999 Incentive Period"). The Incentive Compensation Pools for
each of such Incentive Periods are referred to as the "1997
Incentive Pool", the "1998 Incentive Pool" and the "1999
Incentive Pool", respectively.

The amount of the 1997 Incentive Pool shall be 60% of the
excess, if any, of Gross Profit (as defined) for the 1997
<PAGE>

Incentive Period over $3,097,000. The amount of the 1998
Incentive Pool shall be 60% of the excess, if any, of Gross
Profit for the 1998 Incentive Period over the sum of (x)
$3,379,000 and (y) the amount, if any, by which the Gross Profit
for the 1997 Incentive Period was less than $3,097,000. The
amount of the 1999 Incentive Pool shall be 60% of the excess, if
any, of Gross Profit for the 1999 Incentive Period over the sum
of (x) $3,660,000, (y) the amount, if any, by which the Gross
Profit for the 1998 Incentive Period was less than $3,379,000 and
(z) the amount, if any, by which the Gross Profit for the 1997
Incentive Period was less than $3,097,000 (but only to the extent
such shortfall for the 1997 Incentive Period was not taken into
account in determining the 1998 Incentive Pool).

Notwithstanding the foregoing or any other provision hereof
to the contrary,

(i) the aggregate amount of the Incentive Compensation
Pools shall not exceed $3,000,000,

(ii) the maximum amount of the 1997 Incentive Pool
shall be $1,000,000 (the "1997 Cap"), and any amount (the
"1997 Deferred Amount") which would otherwise be payable in
respect of the 1997 Incentive Pool but for the application
of the 1997 Cap shall be carried forward for payment in
subsequent years, but only if the 1997 Deferred Amount
exceeds the amount (the "1998 Deficit Amount"), if any, by
which Gross Profit for the 1998 Incentive Period is less
than $3,379,000 and then only to the extent set forth in
clauses (iii) and (iv) of this sentence, provided, however,
that the amount of the 1997 Deferred Amount to be carried
forward for payment in subsequent years subject to the
satisfaction of the foregoing conditions in this clause (ii)
shall be reduced by the amount, if any, of the 1998 Deficit
Amount,

(iii) the maximum aggregate amount payable in respect
of the 1998 Incentive Pool and any 1997 Deferred Amount
carried forward pursuant to clause (ii) (reduced in amount
by application of the proviso in clause (ii)) shall not
exceed an amount (the "1998 Cap") equal to $2,000,000, less
all amounts previously paid in respect of the 1997 Incentive
Pool, and any amount (the "1998 Deferred Amount") which
would otherwise remain payable in respect of the 1998
Incentive Pool or the 1997 Deferred Amount (reduced in
amount by application of the proviso in clause (ii)), but
for the application of the 1998 Cap, shall be carried
forward for payment, but only if the 1998 Deferred Amount
exceeds the amount (the "1999 Deficit Amount"), if any, by
which Gross Profit for the 1999 Incentive Period is less
than $3,660,000 and then only to the extent set forth in
clause (iv) of this sentence, provided, however, that the
amount of the 1998 Deferred Amount to be carried forward for
payment in the subsequent year subject to the satisfaction
of the foregoing conditions in this clause (iii) shall be
reduced by the amount, if any, of the 1999 Deficit Amount,
and

(iv) the maximum aggregate amount payable in respect
of the 1999 Incentive Pool and any unpaid 1997 Deferred
Amount carried forward pursuant to clause (ii) (reduced in
amount by any application of the proviso in clause (ii)) and
any 1998 Deferred Amount carried forward pursuant to clause
(iii) (reduced in amount by application of the proviso in
clause (iii)) shall not exceed an amount equal to 3,000,000,
less all amounts previously paid in respect of the 1997
Incentive Pool and 1998 Incentive Pool.

Subject to the next succeeding paragraph, the term "Gross
Profit" means the consolidated gross profit or gross loss of the
Company determined in accordance with generally accepted
accounting principles and applied on a basis consistent with the
determination of gross profit of the Company for the fiscal year
ended January 31, 1997 as shown on the financial statements of
the Company for such fiscal year audited by Arthur Andersen LLP.
Without limiting the generality of the foregoing, in calculating
Gross Profit the Company shall take into account on an accrual
basis the items (but not amounts) of cost and expense set forth
on Schedule I hereto. The fiscal year for the Company shall end
on December 31, commencing December 31, 1997.

In the event any "Axsys-Directed Change" shall occur, the
Committee, on the one hand, and the Board, on the other hand,
shall agree on the appropriate changes to be made to the amounts
of Gross Profit that must be earned after giving effect to such
Axsys-Directed Change, but not to the limitations on payments
pursuant to this Plan contained in Section 4.1 hereof, so that,
after giving effect to such Axsys-Directed Change, the
Participants are not prejudiced or benefited in terms of their
opportunity to earn Awards thereafter compared to their
opportunity to earn Awards immediately prior to such Axsys-
Directed Change. In making such determination, the Committee and
<PAGE>

the Board shall take into account solely the impact on Gross
Profit which would reasonably be expected to occur as a result of
such Axsys-Directed Change. As used herein, the term "Axsys-
Directed Change" means any material change to the conduct of the
operation of the business of the Company, not approved by the
Committee directly affecting Gross Profit, such as material
intercompany sales and purchases of goods and services and any
acquisition of or merger, consolidations or combinations with
other business entities or operations (including present or
future affiliates of Axsys) which directly affect Gross Profit.
The Committee shall inform the Board in writing within five
business days after it learns of any proposed event which it
believes will constitute an Axsys-Directed Change.

(b) The Company shall establish an incentive compensation
pool in addition to the Incentive Compensation Pools (the
"Additional Incentive Compensation Pool"). The amount of the
Additional Incentive Compensation Pool shall be 33-1/3% of the
excess, if any, of the sum of Gross Profit for each of the
Incentive Periods, over $15,137,000, but in no event shall the
amount of the Additional Incentive Compensation Pool be greater
than $1,100,000.

4.2 Subject to Sections 4.3(b), (c) and (d) hereof,
promptly after the end of each Incentive Period, the Board shall
determine the amount of Gross Profit for such Incentive Period
and the amount of the related Incentive Compensation Pool or
Additional Incentive Compensation Pool, as the case may be.
Promptly after the determination by the Board of Gross Profit
(and the amount of the related Incentive Compensation Pool or
Additional Incentive Compensation Pool) for an Incentive Period,
the Committee shall make an Award (and, subject to Section 4.1
hereof, the Company shall pay) to each Participant in an amount
equal to the percentage determined by the Committee for such
Participant of the Incentive Compensation Pool or Additional
Incentive Compensation Pool then payable; provided, however, that
neither Richard Howitt nor David Barker shall be entitled to an
Award at any time exceeding 43% of the amount of any Incentive
Compensation Pool or the Additional Incentive Compensation Pool
then payable; and provided further, however, that the aggregate
Awards which may be made to all Participants in respect of any
Incentive Compensation Pool or the Additional Incentive
Compensation Pool shall not exceed 100% of the amount of each
such Incentive Compensation Pool or the Additional Incentive
Compensation Pool, as the case may be. Subject to
Sections 4.3(b), (c) and (d) hereof, no Participant shall be
entitled to any individual Award unless and until the Committee
determines to make such Award.

4.3 (a) The termination of employment of any Participant
with the Company for any reason shall not result in the reduction
in the size of any Incentive Compensation Pool or the Additional
Incentive Compensation Pool or a reduction in any limitations on
payments in respect of any Incentive Compensation Pool or the
Additional Incentive Compensation Pool. The reduction in David
Barker's full-time employment to half-time employment (as
permitted by Section 2(b) of his Employment Agreement) shall not
result in a reduction in the size of any Incentive Compensation
Pool or the Additional Incentive Compensation Pool or, except as
determined by the Committee, his right to any Award thereunder.

(b) In accordance with Section 7(b)(iii) of the Employment
Agreements of David Barker and Richard Howitt (collectively, the
"Founders"), if the employment with the Company of a Founder
shall be terminated by the Company other than for Cause or
Disability, or by such Founder with Good Reason (as such
capitalized terms are defined in such Employment Agreements),
then, notwithstanding such termination of employment, such
Founder shall be entitled to receive an Award of 40% (or such
lesser percentage as determined by the Committee prior to such
Founders' Termination Date (as defined in his Employment
Agreement)) of all amounts payable after his Termination Date in
respect of each Incentive Compensation Pool and the Additional
Incentive Compensation Pool as to which payments are made, when,
as and if payments are required to be made in respect of such
Incentive Compensation Pools and the Additional Incentive
Compensation Pool pursuant to the other provisions of this Plan.

(c) Notwithstanding any provision hereof to the contrary,
including Section 4.1(a) hereof, an amount (a "Deferred Amount")
which would otherwise be payable in respect of an Incentive
Compensation Pool but for the application of the 1997 Cap or the
1998 Cap shall not be vested or otherwise accrue, and no
Participant shall have any right to any Deferred Amount, except
(i) to the extent such Deferred Amount becomes payable by
application of the provisions of Section 4.1(a), and (ii) solely
in the case of the Founders, in the event of a Founder's
Disability (as defined in such Founder's Employment Agreement) or
death, in which event such Founder or his estate will be entitled
to receive promptly thereafter an amount equal to 40% (or such
lesser percentage as determined by the Committee prior to such
Founder's Disability or death) of any Deferred Amount which has
<PAGE>

arisen prior to such Founder's Disability or death. All payments
to the Founders in respect of Deferred Amounts pursuant to this
Section 4.3(c) shall be counted as payments for purposes of the
limitation on payments set forth in Sections 4.1(a) and 4.1(b)
hereof.

(d) If the employment with the Company of William Hurst,
William Kingsbury or John Van Dyke is terminated by the Company
without cause (as defined in such Participant's Severance
Agreement entered into with the Company on the date of adoption
of this Plan) and not as a result of such Participant's long-term
disability, or if the employment with the Company of such
Participant shall be terminated by such Participant with Good
Reason (as defined in his Severance Agreement), then,
notwithstanding such termination of employment, such Participant
shall be entitled to receive an Award of 3% of all amounts
payable after his Termination Date in respect of each Incentive
Compensation Pool and the Additional Incentive Compensation Pool
as to which payments are made, when, as and if payments are
required to be made in respect of such Incentive Compensation
Pools and the Additional Incentive Compensation Pool pursuant to
the other provisions of this Plan. If the employment with the
Company of Barton Norton is terminated by the Company during any
Incentive Period for any reason other than for cause or
disability (as defined in the Company's Long-Term Disability
Plan) of such Participant, such Participant shall be entitled to
receive any Award to which he otherwise would have been entitled
to receive in respect of such Incentive Period (and any prior
Incentive Period) had his employment not been terminated, but
only on a pro-rata basis through the date of his termination of
employment.

ARTICLE V
Amendment or Termination of the Plan

5.1 Notwithstanding any other provision of this Plan, the
Board may at any time, and from time to time, amend, in whole or
in part, any or all of the provisions of the Plan, or suspend or
terminate it entirely, retroactively or otherwise; provided,
however, that any such amendment, suspension or termination may
not, without the Participant's consent, adversely affect any
Award theretofore made to him under the Plan or contravene the
Company's obligations under Section 4.3(b), (c) or (d) hereof.
In the event that Axsys shall cease to be entitled to elect a
majority of the Board, or in the event the Company shall sell all
or substantially all of its assets, then there shall be paid
promptly after such change or acquisition to the individuals as a
group who are Participants immediately prior to such change or
acquisition an amount equal to $4,100,000 less all amounts
previously paid in respect of all Incentive Pools and the
Additional Incentive Compensation Pool, unless (i) the Committee
comprised of Richard Howitt or David Barker shall approve in
writing such change or sale or (ii) the person or entity (or
group of persons or entities) acquiring the right to elect a
majority of the Board or purchasing such assets shall agree to be
bound by the terms of this Plan and the Employment Agreements and
Axsys shall have delivered its guarantee of the acquiror's
obligations. Each Participant's interest in any such payment
shall be as determined by the Committee in effect immediately
prior to such change or acquisition.

ARTICLE VI
Miscellaneous

6.1 No person shall have any claim or right to be made an
Award under the Plan, until (i) such time as the amount of any
Incentive Compensation Pool or the Additional Incentive
Compensation Pool is determined and (ii) the Committee acting in
its sole discretion, subject to Sections 4.3(b), (c) and (d)
hereof, determines to make an Award to such person based on the
percentage for such person of the Incentive Compensation Pool or
the Addition of Incentive Compensation Pool determined by the
Committee in its sole discretion, subject to Section 4.3(b), (c)
and (d) hereof. Neither this Plan, nor the granting of a right
to participate (whether pursuant to a written agreement or
otherwise) in this Plan, nor the establishment of any goals or
standards, nor the making of an Award under this Plan, shall, in
and of themselves, give any Participant or other employee any
right with respect to continuance of employment by the Company or
any subsidiary or Axsys, nor shall this Plan limit in any way the
right of the Company or any subsidiary by which an employee is
employed to terminate his employment at any time. The foregoing
shall not limit the rights of Richard Howitt and David Barker
under their Employment Agreements.

6.2 Except by will or the laws of descent and distribution
or as provided in a written agreement between the Company and a
Participant, no right or interest in any award made under this
Plan shall be assignable or transferable, and no right or
interest of any Participant hereunder shall be subject to any
lien, obligation or liability of such Participant.
<PAGE>

6.3 The Company will bear all expense incurred in
administering this Plan.

6.4 Subject to the approval of the Committee and any
agreement entered into pursuant to Section 6.10 hereof, the
Company may make such changes in this Plan as may be necessary or
desirable, in the opinion of the Board, to comply with the laws,
rules and regulations of any governmental or regulatory
authority, or to be eligible for tax benefits under the Code, or
any other laws or regulations of any Federal, state, local or
foreign government.

6.5 The Company shall have the right to deduct from any
payment to be made pursuant to this Plan, or to otherwise require
prior to the payment of any amount hereunder, payment by the
Participant of, any Federal, state or local taxes required by law
to be withheld.

6.6 No assets shall be segregated or earmarked in respect
of any Award hereunder and no Participant shall have any right to
assign, transfer, pledge or hypothecate his interest, or any
portion thereof, in his Award. The Plan and the making of Awards
hereunder shall not constitute a trust.

6.7 This Plan and actions taken in connection herewith
shall be governed and construed in accordance with the laws of
the State of California (regardless of the law that might
otherwise govern under applicable California principles of
conflict of laws).

6.8 Wherever any words are used in the Plan in the
masculine gender they shall be construed as though they were also
used in the feminine gender in all cases where they would so
apply, and wherever any words are used herein in the singular
form they shall be construed as though they were also used in the
plural form in all cases where they would so apply. The
titles to Articles of this Plan are intended solely as a
convenience and shall not be used as an aid in construction of
any provisions thereof.

6.9 This Plan shall be known as "The Teletrac, Inc.
Management Incentive Compensation Plan."

6.10 The Company may enter into written agreements with one
or more Participants limiting the Company's discretion under the
Plan as set forth herein, and modifying the terms hereof, to the
extent set forth in the terms of such agreements.

6.11 Axsys has guaranteed the Company's obligations under
this Plan to the extent set forth in Section V(c) of the Stock
Purchase Agreement, dated May 27, 1997 (the "Stock Purchase
Agreement"), between Axsys, the Company and the Company's
stockholders.

6.12 The Board of Directors of the Company in effect
immediately after the Closing (as defined in the Stock Purchase
Agreement) has ratified and approved this Plan as contemplated by
Section V(e) of the Stock Purchase Agreement.

Schedule I to Exhibit 5(c)

TELETRAC, INC.

ANALYSIS OF COST OF GOODS SOLD

FOR THE YEAR ENDED JANUARY 31, 1997

BEGINNING INVENTORY $ 628,309

ADD: DIRECT COSTS
Purchase 3,353,788
Wages 1,045,178
Employee benefits 189,115
Auto mileage 1,441
Business meals 317
Contract 1abor 27,272
Direct applied account 9,997
Finishing 75,347
Freight 43,644
Lot Charge 3,637
Modifications 19,985
Packaging supplies 6,011
Setup charge 14,176
Travel and lodging 33,001
---------

Total Direct Costs 4,822,909

ADD: INDIRECT COSTS
<PAGE>

Business meals 300
Contract labor 59,482
Depreciation 21,361
Equipment rental 15,904
Overhead expenses allocation 92,812
Repairs and maintenance 11,742
Small tools 5,422
Supplies and lab. 12,008
Test equipment 502
Travel and lodging 47,566
Warehouse expense 4,689
---------

Total Indirect Costs 271,788
------------
TOTAL GOODS AVAILABLE FOR SALE 5,723,006

LESS: ENDING INVENTORY (1,174,958)
------------
COST OF GOODS SOLD $ 4,548,048
============

<PAGE>

EXHIBIT 10(22)

SUMMARY OF ANNUAL INCENTIVE PLAN

In the fourth quarter of each year, in connection with the budgeting
process, the Company establishes financial performance targets and a related
targeted bonus for many of its employees. Under the Annual Incentive Plan,
cash bonuses become payable to these employees after the end of the subsequent
year and may vary from 0% to 100% or more of the employee's targeted bonus
based on the extent to which the financial performance targets are met.

<PAGE>

EXHIBIT 10.24

ASSUMPTION AGREEMENT
--------------------

ASSUMPTION AGREEMENT (this "Agreement"), dated as of
May 30, 1997, made by the undersigned corporation (the "New
Subsidiary"). Unless otherwise defined herein, capitalized terms
used herein and defined in the Credit Agreement referred to below
are used herein as so defined.

W I T N E S S E T H:
--------------------

WHEREAS, AXSYS TECHNOLOGIES, INC. (f/k/a Vernitron
Corporation), a corporation organized and existing under the laws
of the State of Delaware (the "Borrower"), the financial
institutions party thereto from time to time (the "Banks") and
BANQUE PARIBAS, as agent (the "Agent") are parties to a Credit
Agreement, dated as of April 25, 1996, as amended by the First
Amendment to Credit Agreement, dated September 25, 1996 (the
"First Amendment"), as amended by the Second Amendment to Credit
Agreement, dated May 30, 1997 (the "Second Amendment") and as
amended by the Third Amendment to Credit Agreement, dated May 30,
1997 (the "Third Amendment") (as amended, modified or
supplemented, the "Credit Agreement");

WHEREAS, in connection with the Credit Agreement, each
Subsidiary of the Borrower has entered into the Subsidiaries
Guaranty, dated as of April 25, 1996 (as amended, modified or
supplemented to the date hereof, the "Subsidiaries Guaranty");

WHEREAS, in connection with the Credit Agreement, each
Subsidiary of the Borrower has entered into the Pledge Agreement,
dated as of April 25, 1996 (as amended, modified or supplemented
to the date hereof, the "Pledge Agreement");

WHEREAS, in connection with the Credit Agreement, each
Subsidiary of the Borrower has entered into the Security
Agreement, dated as of April 25, 1996 (as amended, modified or
supplemented to the date hereof, the "Security Agreement" and,
together with the Subsidiaries Guaranty and the Pledge Agreement,
the "Documents");

WHEREAS, pursuant to Section 1 of the Second Amendment
and the Third Amendment, the New Subsidiary is required to become
a party to each of the Documents; and

WHEREAS, the New Subsidiary desires to execute and
deliver this Agreement in order to become a party to each of the
Documents;

NOW, THEREFORE, IT IS AGREED:

1. SUBSIDIARIES GUARANTY. By executing and
delivering this Agreement, the New Subsidiary hereby becomes a
party to the Subsidiaries Guaranty as a "Guarantor" thereunder,
and hereby expressly and jointly and severally assumes all
obligations and liabilities of a "Guarantor" thereunder. The New
Subsidiary hereby makes each of the representations and
warranties contained in Section 11 of the Subsidiaries Guaranty,
after giving effect to this Agreement.

2. PLEDGE AGREEMENT. By executing and delivering
this Agreement, the New Subsidiary hereby becomes a party to the
Pledge Agreement as a "Pledgor" thereunder, and hereby expressly
assumes all obligations and liabilities of a "Pledgor"
thereunder. Annexes A and B to the Pledge Agreement are each
hereby supplemented by inserting thereon the information
contained on Annexes A and B attached to Schedule I of this
Agreement with respect to the New Subsidiary. The New Subsidiary
hereby makes each of the representations and warranties contained
in Section 15 of the Pledge Agreement, after giving effect to
this Agreement.

3. SECURITY AGREEMENT. By executing and delivering
this Agreement, the New Subsidiary hereby becomes a party to the
Security Agreement as an "Assignor" thereunder, and hereby
expressly assumes all obligations and liabilities of an
"Assignor" thereunder. Annexes A, B, C, D, E, F, G and H of the
Security Agreement are each hereby supplemented by inserting
thereon the information contained on Annexes A, B, C, D, E, F, G
and H attached to Schedule II of this Agreement with respect to
the New Subsidiary. The New Subsidiary hereby makes each of the
representations and warranties contained in the Security
Agreement, after giving effect to this Agreement.

4. PLEDGED SECURITIES: FINANCING STATEMENTS. By
executing and delivering this Agreement, the New Subsidiary
hereby agrees to:

(i) deposit as security with the Pledgee (as
defined in the Pledge Agreement) the
Securities (as defined in the Pledge
<PAGE>

Agreement) owned by the New Subsidiary on the
date hereof, and deliver to the Pledgee
certificates or instruments therefor, duly
endorsed in blank by the New Subsidiary in
the case of Notes (as defined in the Pledge
Agreement) and accompanied by undated stock
powers duly executed in blank by the New
Subsidiary in the case of Stock (as defined
in the Pledge Agreement), or such other
instruments of transfer as are acceptable to
the Pledgee; and

(ii) execute and deliver to the Collateral Agent
(as defined in the Security Agreement) such
financing statements, in the form acceptable
to the Collateral Agent, as the Collateral
Agent may request or as are necessary or
desirable in the opinion of the Collateral
Agent to establish and maintain a valid,
enforceable, first priority perfected
security interest in the Collateral (as
defined in the Security Agreement).

5. ACKNOWLEDGMENT OF AMENDMENTS. By executing and
delivering this Agreement, the New Subsidiary acknowledges and
agrees to the amendments set forth in (i) the First Amendment,
(ii) the Second Amendment and (iii) the Third Amendment.

6. COUNTERPARTS. This Agreement may be signed in any
number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon
the same instrument.

7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

* * *

IN WITNESS WHEREOF, the undersigned has caused this
Agreement to be duly executed and delivered as of the date first
above written.

Address:
- -------
TELETRAC, INC.
137 Aero Camino
Santa Barbara, CA 93117
By: /s/ Louis Mattielli
--------------------------
Title: Vice President
with a copy to:

Axsys Technologies, Inc.
645 Madison Avenue
New York, NY 10022

SCHEDULE I
----------

ANNEX TO PLEDGE AGREEMENT
-------------------------

See Attached.

ANNEX A
to
Pledge Agreement
----------------

LIST OF STOCK
-------------

Pledgor: Issuer: Number/Type:
----------------------- ------------- ------------
Axsys Technologies, Inc. Teletrac, Inc. 85.6%/Common

ANNEX B
to
<PAGE>

Pledge Agreement
----------------

LIST OF NOTES
-------------

None.

SCHEDULE II
-----------

ANNEXES TO SECURITY AGREEMENT
-----------------------------

See Attached.

ANNEX A
to
SECURITY AGREEMENT
------------------

SCHEDULE OF CHIEF EXECUTIVE OFFICES/RECORD LOCATIONS
----------------------------------------------------

Teletrac, Inc.
137 Aero Camino
Santa Barbara, CA 93117

ANNEX B
to
SECURITY AGREEMENT
------------------

SCHEDULE OF RECEIVABLES AND CONTRACT RIGHTS LOCATIONS
-----------------------------------------------------

Teletrac, Inc.
137 Aero Camino
Santa Barbara, CA 93117

ANNEX C
to
SECURITY AGREEMENT
------------------

SCHEDULE OF INVENTORY AND EQUIPMENT LOCATIONS
---------------------------------------------

Teletrac, Inc.
137 Aero Camino
Santa Barbara, CA 93117

ANNEX D
to
SECURITY AGREEMENT
------------------

SCHEDULE OF TRADE AND FICTITIOUS NAMES
--------------------------------------

Teletrac, Inc.

ANNEX E
to
SECURITY AGREEMENT
------------------

SCHEDULE OF GOVERNMENT CONTRACTS
<PAGE>

--------------------------------

None.

ANNEX F
to
SECURITY AGREEMENT
------------------

SCHEDULE OF MARKS
-----------------

TRADEMARK REG NO. COUNTRY
- --------------------- --------- -------
Laser Trac and Design 1,861,642 U.S.
Teletrac 1,792,405 U.S.

ANNEX G
to
SECURITY AGREEMENT
------------------

SCHEDULE OF PATENTS AND APPLICATIONS
------------------------------------

TITLE PATENT NO. ISSUE DATE COUNTRY
- -------------------- --------- ---------- -------
TOOL FOR ANALYZING 5,517,309 5/14/96 U.S
POLARIZATION STATE
OF LIGHT BEAM

ANNEX H
to
SECURITY AGREEMENT
------------------

SCHEDULE OF COPYRIGHTS AND APPLICATIONS
---------------------------------------

None.

<PAGE>

EXHIBIT 21(1)

SUBSIDIARIES OF THE REGISTRANT

<TABLE>
<CAPTION>
STATE OF
NAME INCORPORATION
---- -------------
<S> <C>
Precision Aerotech, Inc..................................... Delaware
Speedring, Inc.............................................. Delaware
Speedring Systems, Inc...................................... Delaware
Teletrac, Inc............................................... California
</TABLE>

Certain subsidiaries, considered in the aggregate as a single subsidiary, do
not constitute a significant subsidiary.

<PAGE>

EXHIBIT 23(1)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
reports on Axsys Technologies, Inc. and to all references to our Firm included
in or made a part of this registration statement.

New York, New York
September 17, 1997

Arthur Andersen LLP

/s/ Arthur Andersen LLP

<PAGE>

EXHIBIT 23(2)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
report on Teletrac, Inc. and to all references to our Firm included in or made
a part of this registration statement.

Los Angeles, California
September 17, 1997

Arthur Andersen LLP

/s/ Arthur Andersen LLP

<PAGE>

EXHIBIT 23(3)

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the heading "Experts" and to
the use of our report dated July 19, 1995 related to Precision Aerotech, Inc.
in the Registration Statement on Form S-1 and related Prospectus of Axsys
Technologies, Inc. for the registration of 1,757,833 shares of its Common
Stock.

San Diego, California
September 17, 1997

McGladrey & Pullen, LLP

/s/ McGladrey & Pullen, LLP