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                                                                EXHIBIT 10.28
                                                                
                                                                
[AXSYS LETTERHEAD]                                              
October 15, 1997                                                
                                                                
HAND DELIVERY

DLJ First ESC L.L.C.
Attention: Ivy Dodes, Esq.
277 Park Avenue
New York, NY  10172

          RE:  Warrant dated April 25, 1996 to purchase
               20,000 shares of Common Stock at an exercise
               price of $6.25 per share of Common Stock (the
               "Warrant")
               
Dear Ms. Dodes:

          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 Warrant currently held by DLJ First ESC L.L.C.
("Warrantholder").  Instead of exercising the Warrant 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 or in the Warrant, Warrantholder
agrees to sell to the Company and the Company agrees to
repurchase from Warrantholder the Warrant upon the terms and
conditions set forth below:

          1.   Repurchase.  The Company will repurchase the
Warrant at a price per share of Common Stock subject to the
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 exercise
price per share of the 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
     Company of the transactions contemplated hereby, have
     been duly authorized by all necessary corporate action
     on the part of the Company.
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               (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
     Warrant, free and clear of any lien, pledge, security
     interest or other encumbrance whatsoever, and, upon
     transfer of the Warrant to the Company pursuant to this
     agreement, the Company will acquire good title to the
     Warrant free and clear of any lien, pledge, security
     interest or other encumbrance whatsoever.
     
               (e)  Warrantholder will not (i) exercise the
     Warrant or seek to have the shares issuable upon such
     exercise registered pursuant to the Warrant and (ii)
     sell, transfer, assign, pledge or otherwise dispose of
     the Warrant beneficially owned by it, other than
     pursuant to this agreement.
     
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               (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 Company's Obligation.  The
Company's obligation to repurchase the Warrant 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.

          5.   Closing.  The repurchase of the Warrant and
payment therefor shall take place concurrently with the
closing of the Offering.  At the closing of the repurchase
of the Warrant, Warrantholder will deliver to the Company
the original executed Warrant 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, less
the amount of expenses as provided below.

          6.   Expenses.  To induce the Company to enter
into this agreement, Warrantholder will bear $1,000 of
expenses incurred by the Company in connection with the
transactions contemplated hereby.

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

          8.   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.

          9.   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.

          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,
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                              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

DLJ First ESC L.L.C.

By: DLJ LBL Plans Management Corporation
       as Manager


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

21903
