Exhibit 10.9
                                                      Transcript Document No. 2
                                                      -------------------------



                   TOWN OP ISLIP INDUSTRIAL DEVELOPMENT AGENCY

                            (TOWN OF ISLIP, NEW YORK)

                                       and

                 NORTH FORK BANK. A DIVISION OF CAPITAL ONE, NA.

                                       and

                               HPG REALTY CO,, LLC

                                       and

                          TRI-STAFcF ELECTRONICS, INC.

                                       and

                            CVD EQUIPMENT CORPORATION


                 ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT


                             Dated February 8, 2008
                   Town of Islip Industrial Development Agency
                    (CVD Equipment Corporation 2008 Facility)

                                          Record and Return to:
             District: 0500
             Section:  105.00             Christopher Andreucci, Esq.
             Lot:      03.00              Nixon Peabody LLP
             Let:      002.001            1100 Cliinon Square
                                          Rochester, New York  14603



<PAGE>

<TABLE>
<CAPTION>

                               TABLE OF CONTENTS
                               -----------------
                                                                                                    Page No.
                                                                                                    --------
<S>                                                                                                     <C>
    ARTICLE I DEFINITIONS                                                                               4
    ARTICLE ii ASSIGNMENT AND ASSUMPTION                                                                4
       Section 2,1 Effective Date, Assignment and Assumption                                            4
       Section 2.2 Consent by Agency
    ARTICLE Ill RELEASE
       Section 3.1 Release of HPG Realty by the Agency                                                  5
       Section 3.2 Release of Sublessee by the Agency                                                   5
       Section 3.3 Satisfaction and Discharge of Certain Documents, Recording                           6
    ARTICLE IV AMENDMENT AND MODIFICATION OF LEASE AGREEMENT                                            6
       Section 4.1 Amendment and Modification of Original Lease Agreement                               6

    ARTICLE V AMENDMENT AND MODIFICATION OF ENVIRONMENTAL.
           COMPLIANCE AND INDEMNIFICATION AGREEMENT                                                    11

       Section 5.1 Amendment and Modification of Original Environmental Compliance and
    Indemnification Agreement                                                                          11
    ARTICLE VI AMENDMENT AND MODIFICATION OF PILOT AGREEMENT                                           13
       Section 6.1 Amendment and Modification of Original PILOT Agreement                              13
    ARTiCLE VII MISCELLANEOUS                                                                          14
    Section 7.1         Notices                                                                        14
    Section 7.2         Binding Effect                                                                 15
    Section 7.3         Severability                                                                   15
    Sectiorl7.4         Amendments. Changes arid Modifications                                         15
    Section 7.5         Execution of Counterparts                                                      16
    Section 7.6         Applicable Law                                                                 16
    Section 7.7         Miscellaneous                                                                  16
    Section 7.8         Table of Contents and Section Headings Not Controlling                         16

    EXHIBIT A Legal Description of Real Property
</TABLE>

<PAGE>

                 ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT


     THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT, dated February 8, 2008
(this  "Assignment,  Assumption and Amendment  Agreement"),  is by and among the
TOWN OF ISLIP INDUSTRIAL  DEVELOPMENT  AGENCY, an industrial  development agency
and a public benefit  corporation of the State of New York, having its principal
office at 40 Nassau Avenue,  Islip,  New York 11751 (the  "Agency"),  NORTH FORK
BANK, a division of Capital One, NA., having an office at 275 Broadhollow  Road,
Melville,  New York 11747 (the "2008  Lender"),  HPG REALTY CO.,  LLC, a limited
liability'  company duly  organized and validly  existing  under the laws of the
State of New York,  having  its  principal  office at 134  Remington  Boulevard,
Ronkonkoma,  New York 11779 ("HPG Realty";  and,  before the Effective Date, the
"Company"), TRISTART ELECTRONICS, INC. a business corporation duly organized and
validly  existing under the Jaws of the State of New York,  having its principal
office at 134 Remington Boulevard. Ronkonkoma, New York 11 779 (the "Sublessee")
and CVD EQUIPMENT CORPORATION, a business corporation duly organized and validly
existing under the laws of the State of New York, having its principal office at
1860 Smithtown Avenue,  Ronkonkoma, New York 11779 ("CVD Equipment Corporation";
and, on and after the Effective Date, the "Company").

                                 R E C I T A L S

     WHEREAS,  Title I of Article 18-A of the General Municipal Law of the State
of New York was duly enacted into law as Chapter 1030 of the Laws of 1969 of the
State of New York (the "State"); and

     WHEREAS,   the  aforesaid  act   authorizes   the  creation  of  industrial
development agencies for the Public Purposes of the State; and

     WHEREAS,  the aforesaid act further  authorizes  the creation of industrial
developthent agencies for the benefit of the several counties,  cities, villages
and towns in the State and  empowers  such  agencies,  among  other  things,  to
acquire,  reconstruct,  renovate,  refurbish,  equip, lease, sell and dispose of
land nud any building or other improvement,  and all real and personal property,
including  hut not  limited to  machinery  and  equipment  deemed  necessary  in
connection  therewith,  whether now in  existence or under  construction,  which
shall be suitable for manufacturing,  civic, warehousing,  research, commercial,
recreation  or  industrial  facilities,  in order to advance job  opportunities,
health,  general  prosperity and the economic welfare of the people of the State
and to improve their standard of living; and

     WHEREAS,   the  Agency  has  previously   entered  into  a  straight  lease
transaction  on  behalf  of  MPG  Realty  consisting  of the  acquisition  of an
approximately  one (1.0)  acre  parcel of land  located at 979  Marconi  Avenue,
Ronkonkoma,  Town of Islip,  Suffolk County,  New York, and the construction and
equipping of art approximately 13,300 square foot building containing office and
warehouse  space  located  thereon,  leased  by the  Agency  to HPG  Realty  and
subleased  by MPG  Realty  to and used by the  Sublessee,  for  distribution  of
electronic parts (the "Facility"); and



<PAGE>


     WHEREAS, the Agency leased the Facility to HPG Realty pursuant to a certain
Lease Agreement.  dated as of February 1, 2004 (the "Original Lease Agreement").
between the Agency, as lessor,  and HPG Realty,  as lessee,  and a Memorandum of
Lease Agreement, dated as of February 1, 2004, between the Agency and HPG Realty
was recorded in the Suffolk  County Clerk's Office on February 20, 2004 in Liber
12302 page 271; and

     WHEREAS, HPG Realty subleased the Facility to the Sublessee,  pursuant to a
certain Sublease Agreement,  dated February 1, 2004 (the "Sublease  Agreement"),
between HPG  Realty,  as  sublessor,  and the  Sublessee,  as  sublessee,  and a
Memorandum of Sublease, dated as of February 1, 2004, between HPG Realty and the
Sublessee was recorded in the Suffolk County Clerk's Office on February 20, 2004
in Liber 12302 page 272; and

     WHEREAS,  the  Sublease  Agreement  was  amended  on July 27.  2004.  and a
Memorandum  of Lease,  dated July 27, 2004 between HPG Realty and the  Sublessee
was recorded in the Suffolk  County  Clerk's  Office on October 7, 2004 in Liber
12347 page 949; and

     WHEREAS,  as further  security  for  amounts due under the  Original  Lease
Agreement,  the Original Sublease Agreement,  the Original Mortgage,  the Bridge
Mortgage and the LIDC Mortgage,  as assigned,  (i) the Sublessee  entered into a
certain Collateral Assignment of Sublease,  dated July 27, 2004 (the "Collateral
Assignment  of  Sublease").  from the  Sublessee to the Long Island  Developmcnt
Corporation  ("LIDC"),  which Collateral  Assignment of Sublease was recorded in
the Suffolk  County  Clerk's  Office on October 7, 2004 in Liber 12347 page 950,
(ii)  LIDC  entered  into a  certain  Assignment  of  Collateral  Assignment  of
Sublease,  dated July 27, 2004 (the  "Assignment  of  Collateral  Assignment  of
Sublease"),  from  LIDC to the  United  States  Small  Business  Administration
("SBA").  which Assignment of Collateral  Assignment of Sublease was recorded in
the Suffolk  County  Clerk's  Office on October 7, 2004 in Liber 12347 page 95!,
(iii) HPG Realty  entered into a certain  Assigmnent of Leases and Rents,  dated
July 27, 2004 (the "SBA  Assignment  of Leases and  Rents"),  from HUG Realty to
SBA, which SBA Assignment of Leases and Rents was recorded in the Suffolk County
Clerk's Office on October 7, 2004 in Liber 12347 page 952, and (iv) LIDC entered
into a certain Assignment of Assignment of Leases and Rents, dated July 27, 2004
(the "LIDC  Assignment of  Assignment  of Leases and Rents"),  from LIDC to SBA,
which LIDC  Assignment  of  Assignment  of Leases and Rents was  recorded in the
Suffolk County Clerk's Office on October 7, 2004 in Liber 12347 page 953; and

     WHEREAS, in connection with the leasing and the subleasing of the Facility,
the Agency,  HPG Realty and the Suhlessee entered into a  Payment-in-Lieu-of-Tax
Agreement, dated as of February 1, 2004 (the "Original PILOT Agreement"),  which
provided  for MPG  Realty and the  Suhiessee  to make  payments  in lieu of real
property taxes on the Facility; and

     WHEREAS, in connection with the leasing and the subleasing of the Facility,
the  Agency.  HPG  Realty  and  the  Sublessee  entered  into  an  Environmental
Compliance  and  Indemnification  Agreement,  dated as of  February 1, 2004 (the
"Original Environmental Compliance and Indemnification Agreement"),  pursuant to
which HPG Realty and the Sublessee agreed to comply with all Environmental  Laws
(as defined therein)  applicable to the Facilty; and


                                       2
<PAGE>


     WHEREAS in connection with the leasing and subleasing of the Facility,  the
Agency and the Sublessee entered into an Agency Compliance  Agreement,  dated as
of February 4, 2004 (the "Agency Compliance  Agreement").  whereby the Sublessee
made certain representations and wananties and covenanted to comply with certain
of the policies of the Agency; and

     WHEREAS, CVD Equipment Corporation has requested that the Agency consent to
the assignment and assumption of HPG Realty's leasehold interest  (including its
reversionary  interest) in the  Facility by CVD  Equipment  Corporation,  and to
assist CVD Equipment  Corporation  with the financing of the  acquisition of HPG
Realty's leasehold interest in the Facility,  and in connection  therewith,  the
Prior  Lender,  LIDC and SBA will  satisfy and  discharge of record the Original
Mortgage,  the Bridge Mortgage,  the LIDC Mortgage,  as assigned by the Mortgage
Assignment,  the Assignment of Collateral Assignment of Sublease, the Assignment
of  Leases  and  Rents,  and the  Building  Loan  Agreement  and  CVD  Equipment
Corporation  and the  Agency  will enter into a certain  Mortgage  and  Security
Agreement,  dated  February 8, 2008  securing an aggregate  principal  amount of
$1,000,000  (the "2008 First  Mortgage"),  and a certain  Mortgage  and Security
Agreement,  dated  February 8, 2008  securing an aggregate  principal  amount of
$500,000  (the "2008 Second  Mortgage";  and,  collectively  with the 2008 First
Mortgage,  the "2008  Mortgage").  each from CVD Equipment  Corporation  and the
Agency to the 2008  Lender,  to fully  secure a loan from the 2008 Lender to CVD
Equipment Corporation in the aggregate principal amount of $1,500,000 (the "2008
Loan"),  and the Agency has agreed to enter into such 2008  Mortgage and related
loan documents,  has consented to CVD Equipment  Corporation  entering into such
2008 Mortgage and related loan  documents,  and has agreed to release HPG Realty
and the  Sublessee  from any further  liability  with  respect to the  Facility,
subject to the limitations outlined herein; and

     WHEREAS,  to further  secure the 2008 Loan, CVD Equipment  Corporation  has
requested  that the Agency enter into an Assignment  of Leases and Rents.  dated
February 8, 2008 securing the 2008 First Mortgage (the "2008 First Assignment of
Rents") and an Assignment of Leases and Rents,  dated  February 8, 2008 securing
the  2008  Second  Mortgage  (the  "2008  Second  Assignment  of  Rents";   and,
collectively  with the 2008 First  Assignment of Rents,  the "2008 Assignment of
Rents";  and,  together with the 2008 Mortgage,  the "Loan  Documents"),  by and
among the Agency, the 2008 Lender and CVD Equipment Corporation; and

     WHEREAS,  subject to the Agency's consent,  which consent is given pursuant
to Section 2.2 hereof,  CVD  Equipment  Corporation  shall  acquire HPG Realty's
leasehold estate and  reversionary  interest in the Facility created pursuant to
the Original  Lease  Agreement,  and HPG Realty  shall  assign to CVD  Equipment
Corporation all of HPG Realty's rights, title, interest,  duties,  liabilities
and obligations under the Original Lease Agreement,  the Original  Environmental
Compliance and Indemnification  Agreement and the Original PILOT Agreement,  and
CVD  Equipment  Corporation  shall  assume all of HPG  Realty's  rights,  title,
interest,   duties,   liabilities  and  obligations  under  the  Original  Lease
Agreement, the Original Environmental  Compliance and Indemnification  Agreement
and the Original PILOT  Agreement  with respect to the Facility,  subject to the
limitations outlined herein.




                                       3
<PAGE>


                                   AGREEMENT

     For  and  in  consideration  of  the  premises  and  the  mutual  covenants
hereinafter contained, the parties hereto do hereby mutually agree as follows:


                                   ARTICLE I
                                  DEFINITIONS

     All  capitalized  terms used in this  Assignment,  Assumption and Amendment
Agreement  and not  otherwise  defined  herein shall have the meanings  assigned
thereto in the Schedule of Definitions attached to the Original Lease Agreement,
as herein amended and assigned, as Schedule A.

     All  references  in  the  Original  Lease  Agreement,  the  Original  PILOT
Agreement  and  the  Original   Environmental   Compliance  and  Indemnification
Agreement  to "this  Lease  Agreement",  or "the Lease  Agreement",  "this PILOT
Agreement"  or  "the  PILOT  Agreement",   "this  Environmental  Compliance  and
Indemnification  Agreement" or "the Environmental Compliance and Indemnification
Agreement",  or words of  similar  import,  and the  terms  "hereby",  "hereof",
"hereto", "herein",  "hereunder",  "thereby",  "thereof",  "thereto",  "therein"
"thereunder"  and any similar terms as used in any such  instrument or agreement
shall be deemed to refer to such  instrument or agreement as amended,  modified.
supplemented  and  assigned  by  this   Assignment,   Assumption  and  Amendment
Agreement.


                                   ARTICLE 11
                           ASSIGNMENT AND ASSUMPTION

     Section 2.1 Effective Date, Assignment and Assumption.

     (a)  As used herein, the "Effective Date" shall mean February 8, 2008.

     (b)  Upon the Effective Date of this  Assignment,  Assumption and Amendment
          Agreement,  HPG Realty hereby assigns to CVD Equipment Corporation all
          of its rights, title,  interest,  obligations,  liabilities and duties
          with respect to the  Facility,  including,  but not limited to, all of
          its rights, title, interest, obligation,  liabilities and duties under
          the Original  Lease  Agreement  the Original  PILOT  Agreement and the
          Original  Environmental  Compliance  and  Indemnification   Agreement,
          subject to the limitations outlined herein.

     (c)  Upon the Effective Date of this  Assignment,  Assumption and Amendment
          Agreement,  CVD  Equipment  Corporation  hereby  assumes  all  of  MPG
          Realty's rights, title, interest, obligations,  liabilities and duties
          relating to the  Facility,  including,  hut not limited to, all of its
          rights, title, interest, obligation,  liabilities and duties under the
          Original Lease Agreement,  the Original PILOT Agreement.  the Original
          Environmental Compliance and Indemnification Agreement, subject to the
          limitations outlined herein.




                                       4
<PAGE>


     Section 2.2 Consent by Agency. The Agency hereby consents to the assignment
by HPG Realty to CVD Equipment Corporation pursuant to Section 2.1(b) hereof and
the assumption by CVD Equipment Corporation pursuant to Section 2.1(c) hereof


                                  ARTICLE III
                                    RELEASE

     Section 3.1 Release of HPG Realty by the Agency.

     (a) On and after the  Effective  Date of this  Assignment,  Assumption  and
Amendment  Agreement,  but only upon  receipt  by the  Agency of an  opinion  of
counsel to CVID  Equiptnent  Corporation  that this  Assignment,  Assumption and
Amendment  Agreement  has been duly  authorized,  executed and  delivered by CVD
Equipment Corporation,  the receipt of which opinion the Agency hereby confirms,
the  Agency  hereby  releases  HPG  Realty  from  (a)  all of  its  obligations,
liabilities and duties relating to the Facility,  including, but not limited to,
all of its rights, title, interest, obligation, liabilities and duties under the
Original   Lease   Agreement,   the  Original   Environmental   Compliance   and
Indenmification  Agreement and the Original  PILOT  Agreement,  except as stated
below in paragraphs (b) and (c) of this Section 3.1.

     (b) Notwithstanding  anything herein to the contrary,  HPG Realty is hereby
not  released  from any  obligations,  liabilities  or duties under the Original
Lease Agreement and the Original PILOT Agreement  arising prior to the Effective
Date of this  Assignment,  Assumption  and Amendment  Agreement (the "HPG Realty
Prior  Obligations"),   including,   without  limiting  the  generality  of  the
foregoing, the obligations of HPG Realty accruing prior to the Effective Date to
indemnify  and  defend the  Agency  and to hold the  Agency  harmless  under the
Original Lease  Agreement and the Original PILOT  Agreement and  irrespective of
whether a particular  cause of action in  connection  with such HPG Realty Prior
Obligations was commenced or commences before or after such Effective Date.

     (c) Notwithstanding  anything herein to the contrary.  HPG Realty is hereby
not  released  from any  obligations,  liabilities  or duties under the Original
Environmental  Compliance  and  Indemnification  Agreement  arising prior to the
Effective Date of this Assignment.  Assumption and Amendment Agreement (the "HPG
Realty  Prior  Environmental  Obligations"),  including,  without  limiting  the
generality of the foregoing, the obligations of HPG Realty accruing prior to the
Effective  Date to  indemnify  and  defend  the  Agency  and to hold the  Agency
harmless  under  the  Original  Environmental   Compliance  and  lndemnification
Agreement and irrespective of whether a particular cause of action in connection
with such HPG Realty Prior Environmental  Obligations was commenced or commences
before or after such Effective Date.

     Section 3.2 Release of Sublessee by the Agency.

     (a) On and after the  Effective  Date of this  Assignment,  Assumption  and
Amendment  Agreement,  but only upon  receipt by the  Agency of an  opinion  of
counsel to CVD  Equipment  Corporation  that this  Assignment,  Assumption  and
Amendment  Agreement  has been duly  authorized,  executed and  delivered by CVD


                                       5
<PAGE>

Equipment Corporation,  the receipt of which opinion the Agency hereby confirms,
the  Agency  hereby  releases  the  Sublessee  from (a) all of its  obligations,
liabilities and duties relating to the Facility,  including, but not limited to.
all of its rights, title interest, obligation,  liabilities and duties under the
Agency  Compliance  Agreement,   the  Original   Environmental   Compliance  and
Indemnification  Agreement and the Original  PILOT  Agreement,  except as stated
be]ow in paragraphs (b) and (c) of this Section 3.1.

     (b)  Notwithstanding  anything  herein to the  contrary,  the  Sublessee is
hereby not released from any ohligations. liabilities or duties under the Agency
Compliance  Agreement  arising prior to the Effective  Date of this  Assignment,
Assumption  and  Amendment  Agreement  or  the  Original  PILOT  Agreement  (the
"Sublessee Prior  Obligations"),  including,  without limiting the generality of
the foregoing,  the obligations of the Sublessee accruing prior to the Effective
Date to indemnity  and defend the Agency and to hold the Agency  harmless  under
the Agency  Compliance  Agreement and irrespective of whether a particular cause
of action in connection with such Sublessee  Prior  Obligations was commenced or
commences before or after such Effective Date.

     (e)  Notwithstanding  anything  herein to the  contrary,  the  Sublessce is
hereby  not  released  from any  obligations,  liabilities  or duties  under the
Original Environmental Compliance and Indemnification Agreement arising prior to
the Effective Date of tlus Assignment,  Assumption and Amendment  Agreement (the
"Sublessee Prior Environmental  Obligations"),  including,  without limiting the
generality of the foregoing,  the obligations of the Sublessee accruing prior to
the  Effective  Date to  indemnify  and defend the Agency and to hold the Agency
hanniess  under  the  Original  Environmental   Compliance  and  Indemnification
Agreement and irrespective of whether a particular cause of action in connection
with such Sublessee Prior  Environmental  Obligations was commenced or commences
before or after such Effective Date.

     Section 3.3 Satisfaction and Discharge of Certain Documents, Recording.

     HPG Realty and the  Sublessee  consent to the  termination  of the Sublease
Agreement,  and agree that a separate  termination of Sublease agreement will be
recorded in the Suffolk County Clerk's office.


                                   ARTICLE IV
                 AMENDMENT AND MODIFICATION OF LEASE AGREEMENT

     Section 4.1 Amendment and  Modification  of Original Lease  Agreement.  HPG
Realty, CVD Equipment Corporation, the 2008 Lender and the Agency agree that the
Original  Lease  Agreement  is amended  and  modified  as of the date  hereof as
follows:

     (a)(i) HPG Realty,  CVI) Equipment  Corporation and the Agency agree that
the Original Lease Agreement are amended and modified in all respects to reflect
that CVD Equipment  Corporation  is now leasing the Facility from the Agency and
further that the Agency and CVD  Equipment  Corporation  have  consented to the
execution  and  delivery  of a  mortgage  of the  Facility  to the 2008  Lender.


                                       6
<PAGE>

Accordingly,  the following  definitions in the Schedule of Definitions attached
to the Original Lease Agreement are hereby amended and restated as follows:

          "2008  First  Assignment  of Leases  and  Rents"  means the 2008 First
          Assignment  of Leases and Rents,  dated  February  8, 2008,  among the
          Agency, the Company and the 2008 Lender.

          "2008 First Mortgage" means the Mortgage and Security Agreement, dated
          February  8,  2008  securing  the 2008  First  Note,  by and among the
          Agency, the Company and the 2008 Lender.

          "2008 First Note" means the Promissory Note in the aggregate principal
          amount of $l,000,000 given by the Company to the 2008 Lender.

          "2008 Lender" means North Fork Bank, a division of Capital One,  N.A.,
          or such other  lender or lenders as may be approved by the Agency with
          respect  to the  refinancing  of  the  acquisition,  construction  and
          equipping of the Facility.

          "2008  Second  Assignment  of Leases and Rents"  means the 2008 Second
          Assignment  of Leases and Rents,  dated  February  8, 2008,  among the
          Agency, the Company and the 2008 Lender.

          "2008 Second  Mortgage"  means the  Mortgage  and Security  Agreement,
          dated February 8, 2008 securing the 2008 Second Note, by and among the
          Agency, the Company and the 2008 Lender.

          "2008  Second  Note"  means  the  Promissory  Note  in the  aggregate
          principal amount of $500,000 given by the Company to the 2008 Lender.

          "Agency  Documents"  means  the  Lease  Agreement,  the  Environmental
          Compliance and  Indemnification  Agreement,  the PILOT Agreement,  the
          Assignment,  Assumption and Amendment Agreement,  the Mortgage and the
          Assignment of Rents.

          "Approving  Resolution"  or  "Authorizing  Resolution"  means (i) with
          respect  to  the  acquisition,   construction  and  equipping  of  the
          Facility,  the  resolution  adopted  by the  Agency  on  May 6,  2003,
          authorizing the execution and delivery of the Agency Documents as such
          resolution  may be amended and  supplemented  from time to time,  (ii)
          with respect to the Assignment,  the resolution  adopted by the Agency
          on November 27, 2007,  authorizing  the  execution and delivery of the
          Assignment,  Assunption  and  Amendment  Agreement  together  with all
          related  documents as such resolution may he amended and  supplemented
          from time to time.

          "Assignment"  means the  Assignment  by HPG Realty of all its  rights,
          title, interest, duties, liabilities and obligations with respect to a
          leasehold   interest  in  and  to  the  Facility,   to  CVD  Equipment


                                       7
<PAGE>

          Corporation  and the assumption of a leasehold  interest in and to the
          Facility by CVD  Equipment  Corporation,  pursuant to the  Assignment,
          Assumption and Anendinent Agreement.

          "Assignment, Assumption and Amendment Agreement" means the Assignment,
          Assumption  and Amendment  Agreement,  dated  February 8, 2008, by and
          among the Agency, the Lender,  LIDC, HPG Realty, the Sublessee and the
          Company.

          "Assignment of Rents" means,  collectively,  the 2008 First Assignment
          of Leases and Rents  securing  the 2008 First  Mortgage,  and the 2008
          Second  Assignment  of  Leases  and  Rents  securing  the 2008  Second
          Mortgage.

          "Authorized  Representative"  means,  in the case of the  Agency,  the
          Chairman, the Vice Chairman, the Secretary, the Assistant Secretary or
          the Executive  Director of the Agency; in the case of HPG Realty,  any
          Member; in the case of the Company, the President, any Vice President,
          the Treasurer or the Secretary,  and, in the case of any of them, such
          additional persons as, at the time, are designated to act on behalf of
          the  Agency,  HPG Realty or the Company as the case may be, by written
          certificate furnished to the 2008 Lender and to the Agency, HPG Realty
          or the Company,  as the case may be, containing the specimen signature
          of each such  person  and  signed  on behalf of (i) the  Agency by the
          Chairman, the Vice Chairman, the Secretary, the Assistant Secretary or
          the Executive Director of the Agency,  (ii) I-IPG Realty by any Member
          of the  Company.  or (iii)  the  Company  by the  President,  any Vice
          President, the Treasurer or the Secretary.

          "Closing Date" means (i) with respect to the acquisition, construction
          and equipping of the Facility,  February 4, 2004 and (ii) with respect
          to the Assignment, February 8, 2008.

          "Company" means CVD Equipment Corporation, a business corporation duly
          organized  and  validly  existing  under the laws of the State and its
          successors and assigns.

          "Company  Documents"  means  the Bill of Sale,  the  Deed,  the  Lease
          Agreement, the Environmental Compliance and Indemnification Agreement,
          the  PILOT  Agreement,   the  Assignment,   Assumption  and  Amendment
          Agreement, the Environmental Compliance and Indemnification Agreement,
          the PILOT Agreement, and the Loan Documents to which it is a party.

          "Environmental  Compliance and  Indemnification  Agreement"  means the
          Environmental  Compliance and lndemnitication  Agreement,  dated as of
          February 1, 2004, by and among the Agency and the Company, as the same
          may be  amended  from time to time,  as  assigned  and  amended by the
          Assignment, Assumption and Amendment Agreement.

          "HPG  Realty"  means HPG Realty  Associates  LLC, a limited  liabiiity
          company  duly  organized  and validly  existing  under the laws of the
          State.


                                       8
<PAGE>


          "Hazardous  Substance"  means,  without  limitation,   any  flammable,
          explosive,  radon, radioactive materials,  asbestos, urea formaldehyde
          foam  insulation,   polychlorinated  biphenyls,  petroleum,  petroleum
          constituents,   petroleum  products,   methane,  hazardous  materials,
          hazardous wastes,  hazardous or toxic substances or related materials,
          pollutants,  or toxic  pollutants,  as  defined  in the  Comprehensive
          Environmental  Response,  Compensation  and  Liability Act of 1980, as
          amended (42 U.S.C.  Sections 9601, et seq.), the Resource Conservation
          and Recovery Act, as amended (42 U.S.C.  Sections 6901, et seq.),  the
          Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections
          1801,  et seq.),  the Toxic  Substances  Control  Act,  as amended (15
          U.S.C.  Sections 2601, et seq.),  the Federal Water Pollution  Control
          Act, as amended (33 U.S.C.  Sections 1251 et seq.), Articles 17 and 27
          of the New York State  Environmental  Conservation  Law,  or any other
          applicable   Environmental   Law  and  the   regulations   promulgated
          thereunder.

          "Lease Agreement" means.  collectively,  the Lease Agreement, dated as
          of February 1, 2004 by and  between  the  Agency,  as lessor,  and the
          Company, as lessee,  with respect to the Facility,  as the same may be
          amended from time to time, as assigned and amended by the  Assignment,
          Assumption and Amendment Agreement.

          "Lender" means the 2008 Lender.

          "Loan" means the loan in the aggregate principal amount of $1,500,000,
          given by the 2008 Lender to the  Company  pursuant to the terms of the
          Note.

          "Loan Documents" mean the Mortgage,  the Assignment of Rents, the Note
          and any other  documents  executed and delivered to the 2008 Lender in
          connection with the Loan.

          "Mortgage" means,  collectively,  the 2008 First Mortgage and the 2008
          Second Mortgage.

          "Note"  means,  collectively,  the 2008 First Note and the 2008 Second
          Note.

          "PILOT Agreement" means the Payment-in-Lieu-of-Tax Agreement, dated as
          of February 1, 2004,  between the Company and the Agency,  as assigned
          and  amended  pursuant to the  Assignment,  Assumption  and  Amendment
          Agreement, and as the same may be further amended from time to time.

          "Transaction  Documents"  means  the  agency  Documents,  the  Company
          Documents and the Loan Documents.

     (ii) The following  definitions in the Schedule of Definitions  attached to
the Original Lease Agreement are hereby deleted:

     (a) Agency Compliance Agreement;



                                       9
<PAGE>

     (b) Assignment of Leases and Rents;

     (c) Bridge Assignment of Leases and Rents;

     (d) Bridge Loan;

     (e) Bridge Loan Mortgage Note;

     (f) Bridge Mortgage;

     (g) First Assignment of Leases and Rents;

     (h) First Mortgage;

     (i) First Mortgagee;

     (j) Loan Agreement;

     (k) Second Mortgage;

     (l) Second Mortgagee;

     (m) Second Mortgage Loan;

     (n) Second Mortgage Note;

     (o) Sublease or Sublease Agreement; and

     (p) Sublessee Documents.

     (b) The Lease  Agreement is hereby  amended and modified in all respects to
include a new Section 3.4 as follows:

          Section 3.4 Public Authorities Law Representations. The parties hereto
          hereby  acknowledge  and  agree  that the  Facility  and the  interest
          therein to be conveyed by this Lease Agreement,  are not "Property" as
          defined in Article 9, Title 5-A of the Public  Authorities  Law of the
          State because the Facility and the interests  therein are securing the
          financial  obligations of the Company.  It is hereby acknowledged that
          the Facility and the leasehold  interest  therein have been pledged to
          secure the loan to the Company from the 2008 Lender.  The Facility and
          the interests  therein secure the Company's  obligations to the Agency
          under  the  PTLOT   Agreement,   the   Environmental   Compliance  and
          Indemnification  Agreement,  and the Lease  Agreement,  including  the
          Company's obligation to indemnify and hold harmless the Agency.




                                       10
<PAGE>

     (c) Section 8.6 of the Lease  Agreement  is hereby  amended and modified in
all respects to read as follows:

          The Company shall file with the New York State  Department of Taxation
          and Finance an annual  statement of the value of all sales and use tax
          exemptions  claimed in connection with the Facility in compliance with
          Sections  874(8) and (9) of the New York State General  Municipal Law.
          The Company shall submit a copy of such annual statement to the Agency
          at the time of filing with the Department of Taxation and Finance. The
          Company further agrees whenever requested by the Agency to provide and
          certify  or  cause  to be  provided  and  certified  such  information
          concerning the Company, its finances,  its operations,  its employment
          and its  affairs  necessary  to enable  the  Agency to make any report
          required  by  law,   governmental   regulation,   including,   without
          limitation.  any reports required by the Act or the Public Authorities
          Accountability  Act of  2005,  as  amended  from  time to  time.  Such
          information  shall be  provided  within  thirty  (30)  days  following
          written request from the Agency.

     The Lease Agreement,  as amended and modified herein,  remains  otherwise a
valid and binding  obligation of the Company and the Agency and is in full force
and effect.



                                    ARTICLE V
           AMENDMENT AND MODIFICATION OF ENVIRONMENTAL COMPLIANCE AND
                            INDEMNIFICATION AGREEMENT

     Section 5.1 Amendment and Modification of Original Environmental Compliance
and Indemnification  Agreement.  HPG Realty, CVI) Equipment  Corporation and the
Agency  agree that the Original  Environmental  Compliance  and  Indemnification
Agreement is amended and modified as of the date hereof as follows:

     (a) HPG Realty,  CYD  Equipment  Corporation  and the Agency agree that the
Original Environmental  Compliance and Indemnification  Agreement is amended and
modified  in all  respects  to reflect  that CVD  Equipment  Corporation  is now
leasing the Facility  from the Agency and the  Sublessee is no longer a party to
the PILOT Agreement.  Accordingly,  all references to the Sublessee  therein are
deleted and the following definitions in the Original  Environmental  Compliance
and Indemnification Agreement is hereby amended and restated as follows:

          "Hazardous  Substance"  means,  without  limitation,   any  flammable,
          explosive,  radon, radioactive materials,  asbestos, urea formaldehyde
          foam  insulation,   polyehlorinated  biphenyls,  petroleum,  petroleum
          constituents,   petroleum  products,   methane,  hazardous  materials,
          hazardous wastes,  hazardous or toxic substances or relaLed materials,


                                       11
<PAGE>

          pollutants,  or toxic  pollutants,  as  defined  in the  Comprehensive
          Environmental  Response,  Compensation  and  Liability Act of 1980, as
          amended (42 U.S.C.  Sections 9601, et seq.), the Resource Conservation
          and Recovery Act, as amended (42 U.S.C.  Sections 6901, et seq.),  the
          Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections
          1801,  et seq.),  the Toxic  Substances  Control  Act,  as amended (15
          U.S.C.  Sections 2601, et seq.),  the Federal Water Pollution  Control
          Act, as amended (33 U.S.C.  Sections 1251 et seq.), Articles 17 and 27
          of the New York State  Environmental  Conservation  Law,  or any other
          applicable   Environmental   Law  and  the   regulations   promulgated
          themeunder.

          "Indemnitors"  means the Company  and its  respective  successors  and
          assigns.

     (b) Section 7 of the Environmental Compliance and Indemnification Agreement
is hereby amended and modified in all respects to read as follows:

     All notices,  certificates and other  communications  hereunder shall be in
writing and shall be either  delivered  personally  or sent by  certified  mail,
postage prepaid, return receipt requested, addressed as follows or to such other
address as any party may specify in writing to the others:

  To the Agency:

          Town of Islip industrial Development Agency
          40 Nassau Avenue
          Islip, New York 11751
          Attn:     Executive Director

  To HPG Realty:

          HPG Realty Co,, LLC
          134 Remington Boulevard
          Ronkon.koma. New York 11779
          Attn:     Helene Giarraputo, Member

  For all notices to HPG Realty, with a copy to:

          Soferino & Solferino
          15 Roslyn Road
          Mineola. New York 11501
          Attn:     Thomas P. Solferino, Esq

  To CVD Equipment Corporation:

          CVD Equipment Corpcration
          1860 Smithtown Avenue
          Ronkonkoma, New York 11779
          Attn:     Leonard A. Rosenbaum, President




                                       12
<PAGE>

    For all notices to CVD Equipment Corporation, with a copy to:

           Martin J, Teitelbaum, Esq.
           1860 Smithtown Avenue
           Ronkonkoma, New York 11779

    To the 2008 Lender:

           North Fork Bank, a division of Capital One, NA.
           275 Broadhollow Road
           Melville, New York 11747
           Attn:   Gerard Waters, Vice President

    For all notices to the 2008 Lender, with a copy to:

           Ferro, Kuba, Mangano, Sklyar, Gacovino & Lake, PC
           Hauppauge (Long Island) Office
           350 Motor Parkway, Suite 200
           Hauppauge, New York 11788
           Attn:   Lance E. Kuba, Esq.

     The Environmental Compliance and Indemnification  Agreement, as amended and
modified herein, remains otherwise a valid and binding obligation of the Company
and the Agency and is in full force and effect.


                                   ARTICLE VI
                  AMENDMENT AND MODIFICATION OF PILOT AGREEMENT

     Section 6.1 Amendment and Modification of Original PILOT Agreement.

     (a) HPG Realty,  CVD  Equipment  Corporation  and the Agency agree that the
Original  PILOT  Agreement  is amended  and  modified  as of the date  hereof as
follows:

     (a) HPG Realty,  CVD  Equipment  Corporation  and the Agency agree that the
Original PILOT Agreement is amended and modified in all respects to reflect that
CVD  Equipment  Corporation  is now leasing the Facility from the Agency and the
Sublessee is no longer a party to the PILOT  Agreement and all references to the
Sublessee therein are deleted.

     The PILOT Agreement,  as amended and modified herein,  remains  otherwise a
valid and binding  obligation of the Company and the Agency and is in full force
and effect.


     (b) Section 7 of the PILOT  Agreement is hereby amended and modified in all
respects to read as follows:




                                       13
<PAGE>

     Except as otherwise  provided herein, any notice required to be given under
this  Agreement  shall be deemed to have been duly given when  delivered and, if
delivered by mail,  shall be sent by certified  mail,  postage  prepaid,  return
receipt  requested,   addressed  to  the  respective  parties  hereto  at  their
respective addresses specified below or such other addresses as either party may
specify in writing to the other:


        The Agency:

        Town of Islip Industrial Development Agency
        40 Nassau Avenue
        Islip, New York 11751
        Attention:      Executive Director

        The Company:

        CVD Equipment Corporation
        1860 Smithtown Avenue
        Ronkonkoma, New York 11779
        Attn:    Leonard A. Rosenbaum, President


     Notice by mail shall be effective  when  delivered but if not yet delivered
shall be deemed effective at 12:00 p.m. on the third business day after mailing.


                                  ARTICLE VII
                                 MISCELLANEOUS


     Section 7.1 Notices.  All notices,  certificates  and other  communications
hereunder shall be in writing and shall be either  delivered  personally or sent
by certified  mail,  postage  prepaid,  return receipt  requested,  addressed as
follows  or to such  other  address  as any party may  specify in writing to the
others:

        To the Agency:

        Town of Islip industrial Development Agency
        40 Nassau Avenue
        Islip, New York 11751
        Attn:  Executive Director

        To HPG Realty:

        HPG Realty Co., LLC
        134 Remington Boulevard
        Ronkonkonm, New York 11779
        Attn:  Helene Giarraputo, Member




                                       14
<PAGE>

        For all notices to HPG Realty, with a copy to:

                Soferino & Solferino
                15 Roslyn Road
                Mineola, New York 11501
                Atm:   Thomas P. Solferino, Esq

        To CVD Equipment Corporation:

                CVD Equipment Corporation
                1860 Smithtown Avenue
                Ronkonkoma, New York 11779
                Attn:  Leonard A. Rosenbaum, President

        For all notices to CVD Equipment Corporation, with a copy to:

                Martin J. Teitelbaum, Esq.
                1860 Smithtown Avenue
                Ronkonkoma, New York 11779

        To the 2008 Lender:

                North Fork Bank, a division of Capital One, NA.
                275 Broadhollow Road
                Melville, New York 11747
                Attn:  Gerard Waters, Vice President

        For all notices to the 2008 Lender: with a copy to:

                Ferro, Kuba, Mangano, Sklyar. Gacovino & Lake, PC
                Hauppauge (Long Island) Office
                350 Motor Parkway, Suite 200
                Hauppauge, New York 11788
                Attn:  Lance E. Kuba, Esq.

     Section 7.2 Binding  Effect,  This  Assignment,  Assumption  and  Amendment
Agreement  shall inure to the  benefit of and shall be binding  upon the parties
and their respective successors and assigns.

      Section 7.3  Severability.  In the event any provision of this Assignment,
Assumption and Amendment Agreement shall he held invalid or unenforceable by any
court of competent  jurisdiction,  such holding  shall not  invalidate or render
unenforceable any other provision hereof.

     Section 7.4  Amendments,  Changes  and  Modififications.  This  Assignment,
Assumption  and  Amendment  Agreement  may not be amended,  changed,  modified,
altered or terminated except in a writing executed by the parties hereto.



                                       15
<PAGE>

     Section 7.5 Execution of  Counterparts.  This  Assignment,  Assumption  and
Amendment Agreement may be executed in several counterparts, each of which shall
be an  original  and  all of  which  shall  constitute  but  one  and  the  same
instrument.

     Section 7.6  Applicable  Law.  This  Assignment,  Assumption  and Amendment
Agreement  shall be governed  exclusively  by the  applicable  laws of the State
without regard or reference to its conflict of laws principles.

     Section 7.7  Miscellaneous.  The  Original  Lease  Agreement,  as assigned,
assumed,  amended and released,  is and shall remain subject and  subordinate to
the  lien of the  Mortgage,  given by the  Agency  and the  Company  to the 2008
Lender,  in  the  aggregate  principal  amount  of  $1,500,000,  and  the  Lease
Agreement, as assigned,  assumed, amended and released, shall remain subject and
subordinate  to any and all  amendments,  modifications  and  extensions  of the
Mortgage and supplements thereto hereafter made in conformity therewith.

     Section 7.8 Table of Contents  and Section  Headings Not  Controlling.  The
Table of Contents and the headings of the several  Sections in this  Assignment,
Assumption  and  Amendment  Agreement  have been  prepared  for  convenience  of
reference  only and shall not control or affect the meaning of or be taken as an
interpretation  of any provision of this  Assignment,  Assumption  and Amendment
Agreement.

                  (Remainder of Page Intentionally Left Blank)











                                       16
<PAGE>


     IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Assignment,
Assumption and Amendment  Agreement to be executed in their  respective names by
their duly authorized representatives, all as of the date first written above.

                                        TOWN OF ISLIP INDUSTRIAL
                                        DEVELOPMENT AGENCY


                                        By:/s/ William G. Mannix
                                           ---------------------------------
                                           Name:     William G Mannix
                                           Title:    Executive Director



STATE OF NEW YORK )
                  : SS.:
COUNTY OF SUFFOLK )

     On the 8th day of February in the year 2008, before me, the undersigned,  a
Notary  Public in and for said State,  personally  appeared  William G.  Mannix,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name is  subscribed  to the  within  instrument,  and
acknowledged  to me that he executed the same in his  capacity,  and that by his
signature on the within instrument,  the individual,  or the person or entity on
behalf of which the individual acted, executed the instrument.


                                      /s/Lance Eric Kuba
                                      ---------------------------------
                                             Notary Public

                                             LANCE ERIC KUBA
                                     Notary Public - State of New York
                                             No. 314915337
                                      Qualified in New York County
                                     Commission Expires January 4, 2010




                                Signature Page to
                 Assignment, Assumption and Amendment Agreement



<PAGE>


                                        HPG REALTY CO., LLC


                                        By: /s/Helene Giarraputo
                                            -------------------------
                                        Name:  Helene Giarraputo
                                        Title: Member


STATE OF NEW YORK )
                  : SS.:
COUNTY OF SUFFOLK )

     On the 8th day of February in the year 2008, before me, the undersigned,  a
Notary  Public in and for said State,  personally  appeared  Helene  Giarraputo,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name is  subscribed  to the  within  instrument,  and
acknowledged  to me that she executed the same in her capacity,  and that by her
signature on the within instrument,  the individual,  or the person or entity on
behalf of which the individual acted, executed the instrument


                                      /s/Janice P. McKay
                                      ---------------------------------
                                             Notary Public


                                        JANICE P. McKAY
                                        NOTARY PUBLIC, STATE OF NEW YORK
                                        NO.  01MC484~O31
                                        QUALIFIED IN SUFFOLK COUNTY
                                        COMMISSION EXPIRES 5-31-2011


                                Signature Page to
                 Assignment, Assumption and Amendment Agreement

<PAGE>



                                        TRI-STARTELECTRON1CS, INC.



                                        By: /s/Helene Giarraputo
                                            -------------------------
                                        Name:  Helene Giarraputo
                                        Title: Chief Executive Officer


STATE OF NEW YORK )
                  : SS.:
COUNTY OF SUFFOLK )

     On the 8th day of February in the year 2008, before me, the undersigned,  a
Notary  Public in and for said State,  personally  appeared  Helene  Giarraputo,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name is  subscribed  to the  within  instrument,  and
acknowledged  to me that she executed the same in her capacity,  and that by her
signature on the within instrument,  the individual,  or the person or entity on
behalf of which the individual acted. executed the instrument


                                      /s/Janice P. McKay
                                      ---------------------------------
                                             Notary Public


                                        JANICE P. McKAY
                                        NOTARY PUBLIC, STATE OF NEW YORK
                                        NO.  01MC484~O31
                                        QUALIFIED IN SUFFOLK COUNTY
                                        COMMISSION EXPIRES 5-31-2011


                                Signature Page to
                 Assignment, Assumption and Amendment Agreement

<PAGE>


                                        CVD EQUIPMENT CORPORATION


                                        By: /s/Leonard A. Rosenblum
                                            ------------------------
                                        Name:  Leonard A. Rosenbaum
                                        Title: President



STATE OF NEW YORK )
                  : SS.:
COUNTY OF SUFFOLK )


     On the 8th day of February in the year 2008, before me, the undersigned,  a
Notary Public in and for said State,  personally  appeared Leonard A. Rosenbaum,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name is  subscribed  to the  within  instrument,  and
acknowledged  to me that he executed the same in his  capacity,  and that by his
signature on the within instrument,  the individual,  or the person or entity on
behalf of which the individual acted, executed the instrument.


                                      /s/Janice P. McKay
                                      ---------------------------------
                                             Notary Public









                               Signature Page to
                Assignment, Assumption and Amendment Agreement


<PAGE>


                                        NORTH FORK BANK, A DIVISION OF
                                        CAPITAL ONE, N.A.

                                        By: /s/Gerard Waters
                                            ------------------------
                                        Name:  Gerard Waters
                                        Title: Vice President


STATE OF NEW YORK )
                  : SS.:
COUNTY OF SUFFOLK )

     On the 8th day of February in the year 2008, before me, the undersigned,  a
Notary  Pubhic  in and  for  said  State,  personally  appeared  Gerard  Waters,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name is  subscribed  to the  within  instrument,  and
acknowledged  to me that he executed the same in his  capacity,  and that by his
signature on the within instrument,  the individual,  or the person or entity on
behalf of which the individual acted, executed the instrument.


                                      /s/Janice P. McKay
                                      ---------------------------------
                                             Notary Public


                                        JANICE P. McKAY
                                        NOTARY PUBLIC, STATE OF NEW YORK
                                        NO.  01MC484~O31
                                        QUALIFIED IN SUFFOLK COUNTY
                                        COMMISSION EXPIRES 5-31-2011





                               Signature Page to
                 Assignment, Assumption and Amendment Agreement


<PAGE>
                                   EXHIBIT A

                       Legal Description of Real Property



     ALL that certain plot, piece, or parcel of land situate, lying and being in
     the Town of Islip,  County of Suffolk and State of New York,  designated as
     Tax Lot  002.001 in Block  03.00  Section  105.00 in  District  0500 on the
     Suffolk County Tax Map, more particularly bounded and described as follows;

     BEGINNING at a point on the northerly line of Marconi Avenue (Fifth Street)
     said point  being  388.00  feet  distant  westerly  as  measured  along the
     northerly line of Marconi Avenue, from the westerly end of a curve having a
     radius of 3000 feet and a length of 47.12 feet connecting the westerly line
     of  Smithtown  Avenue  and the  northerly  line of  Marconi  Avenue and the
     proceeding  thence from said point of beginning the following  four courses
     and distances;

     RUNNING  THENCE  south 82 degrees 45 minutes 32 seconds  West a distance of
     132.00 feet along the northerly  line of Marconi Avenue (Fifth Street) to a
     point;

     THENCE North 01 degrees 21 minutes 07 seconds east, a distance 333.75 feet
     to a point;

     THENCE North 82 degrees 45 minutes 32 seconds East, 132.00 feet to a point;

     THENCE  South 01 degrees 21 minutes  07 seconds  west,  333.75  feet to the
     point or place of BEGINNING,