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                                                                   EXHIBIT 10.27
                                                                
                                                                
[AXSYS LETTERHEAD]                                              
October 15, 1997                                                
                                                                
HAND DELIVERY

Banque Paribas
Paribas Principal, Inc.
Attention: Mr. Donald Ercole
787 Seventh Avenue
New York, NY  10022

          RE:  Warrants dated April 25, 1996 to purchase
               155,278 and 133,262 shares of Common Stock at
               an exercise price of $6.25 and $.05,
               respectively, per share of Common Stock (the
               "Warrants")
               
Dear Mr. Ercole:

          Reference is made to the letter dated September 4,
1997 requesting registration of the shares of common stock
of Axsys Technologies, Inc. (the "Company"), par value $.01
per share (the "Common Stock"), issuable upon exercise of
the Warrants currently held by Banque Paribas and Paribas
Principal, Inc. (each a "Warrantholder").  Instead of
exercising the Warrants and selling the shares of Common
Stock issuable upon such exercise in the contemplated public
offering of the Common Stock pursuant to a Registration
Statement (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Offering"), and notwithstanding
anything to the contrary in such letter, the Warrants or the
related Warrant Purchase Agreement, Warrantholder agrees to
sell to the Company and the Company agrees to repurchase
from Warrantholder the Warrants upon the terms and
conditions set forth below:

          1.   Repurchase.  The Company will repurchase the
Warrants at the respective price per share of Common Stock
subject to each Warrant equal to the excess of the public
offering price per share as set forth in the final
prospectus for the Offering, less the underwriting discount
per share, over the respective exercise price per share of
each Warrant.  The public offering price per share will be
determined by the Pricing Committee of the Board of
Directors of the Company.

          2.   Representations and Warranties of the
Company.  The Company hereby represents and warrants that:

               (a)  The Company has all requisite corporate
     power and authority to enter into this agreement and to
     consummate the transactions contemplated hereby.
     
               (b)  The execution and delivery by the
     Company of this agreement, and the consummation by the
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     Company of the transactions contemplated hereby, have
     been duly authorized by all necessary corporate action
     on the part of the Company.
     
               (c)  This agreement has been duly executed
     and delivered by the Company and constitutes a valid
     and binding obligation of the Company enforceable
     against the Company in accordance with its terms.
     
               (d)  Neither the execution and delivery of
     this agreement nor the consummation of the transactions
     contemplated hereby will (i) violate or conflict with,
     or constitute a default under, or cause the
     acceleration of the maturity of any debt obligation
     pursuant to, any material agreement or commitment to
     which the Company is a party or by which the Company is
     bound, (ii) conflict with, or result in a breach of,
     the charter and bylaws of the Company, (iii) violate
     any order, judgment or decree applicable to the
     Company, or (iv) violate any provision of any federal,
     state, local and foreign laws, rules and regulations
     (collectively, the "Laws").
     
               (e)  No consent, approval or authorization
     of, or declaration, filing or registration with, any
     governmental or regulatory authority is required in
     connection with the Company's execution and delivery of
     this agreement and consummation of the transactions
     contemplated hereby, except for such consent, approval
     or authorization of, or declaration, filing or
     registration with, any governmental or regulatory
     authority which is required in connection with the
     filing of the Registration Statement.
     
          3.   Representations, Warranties and Covenants of
Warrantholder.  Warrantholder hereby represents, warrants
and covenants that:

               (a)  Warrantholder has all requisite power
     and authority to enter into this agreement and to
     consummate the transactions contemplated hereby.
     
               (b)  The execution and delivery by
     Warrantholder of this agreement, and the consummation
     by Warrantholder of the transactions contemplated
     hereby, have been duly authorized by all necessary
     corporate action on the part of Warrantholder.
     
               (c)  This agreement has been duly executed
     and delivered by Warrantholder and constitutes a valid
     and binding obligation of Warrantholder enforceable
     against Warrantholder in accordance with its terms.
     
               (d)  Warrantholder has good title to the
     Warrants, free and clear of any lien, pledge, security
     interest or other encumbrance whatsoever, and, upon
     transfer of the Warrants to the Company pursuant to
     this agreement, the Company will acquire good title to
     the Warrants free and clear of any lien, pledge,
     security interest or other encumbrance whatsoever.
     
               (e)  Warrantholder will not (i) exercise the
     Warrants or seek to have the shares issuable upon such
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     exercise registered pursuant to the Warrants and (ii)
     sell, transfer, assign, pledge or otherwise dispose of
     the Warrants beneficially owned by it, other than
     pursuant to this agreement.
     
               (f)  Neither the execution and delivery of
     this agreement nor the consummation of the transactions
     contemplated hereby will (i) violate or conflict with,
     or constitute a default under, or cause the
     acceleration of the maturity of any debt obligation
     pursuant to, any material agreement or commitment to
     which Warrantholder is a party or by which
     Warrantholder is bound, (ii) conflict with, or result
     in a breach of, the charter and bylaws of
     Warrantholder, (iii) violate any order, judgment or
     decree applicable to Warrantholder, or (iv) violate any
     provision of the Laws.
     
               (g)  No consent, approval or authorization
     of, or declaration, filing or registration with, any
     governmental or regulatory authority is required in
     connection with Warrantholder's execution and delivery
     of this agreement and consummation of the transactions
     contemplated hereby.
     
          4.   Condition to the Repurchase and Sale of the
Warrants.  The Company's obligation to repurchase the
Warrants under the terms of this agreement is contingent on
the sale by the Company in the Offering of at least
1,064,809 shares of Common Stock.  The Warrantholder's
obligation to sell the Warrants under the terms of this
agreement is contingent on the Offering price of at least
$25.00 per share of Common Stock.

          5.   Closing.  The repurchase of the Warrants and
payment therefor shall take place concurrently with the
closing of the Offering.  At the closing of the repurchase
of the Warrants, Warrantholder will deliver to the Company
the original executed Warrants and, in exchange therefor,
the Company will deliver to Warrantholder a bank or
certified check payable to the Warrantholder or any of its
affiliates for the amount determined pursuant to Section 1
hereof.

          6.   Continued Effectiveness of the Warrants.  The
Warrants shall remain in full force and effect until
repurchased by the Company, subject to the waivers agreed
upon in the letter first mentioned above.

          7.   Termination.  This agreement may be
terminated by the Company at any time if the Offering is
abandoned prior to December 31, 1997 and shall automatically
terminate on such date if the Offering is not then
consummated.

          8.   Counterparts.  This letter agreement may be
executed in counterparts, each of which shall be deemed to
be an original, and all of which shall constitute one and
the same agreement.
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          [The Remainder of this Page Intentionally Left
Blank]

          Please confirm your agreement with the foregoing
by signing and returning to the undersigned the duplicate
copy of this letter enclosed herewith.
                          
                              Very truly yours,
                              
                              Axsys Technologies, Inc.
                              
                              
                              By:  /s/ Louis D. Mattielli
                                   ----------------------
                                     Louis D. Mattielli
                                     Vice President and
                                       General Counsel

Accepted and Agreed
as of the date first above written

Paribas Principal, Inc.


By:
   ---------------------
   Name:
   Title:

Banque Paribas


By:
   ---------------------
   Name:
   Title:

21904
