
<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.
