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                                                                      EXHIBIT 99

                                                             Warrant to Purchase
                                                                   50,000 Shares


                                WARRANT AGREEMENT

                               Dated July 8, 1997

                  To Subscribe for and Purchase Common Stock of

                       AMERICAN PRECISION INDUSTRIES INC.

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



         THIS CERTIFIES THAT, for value received, PATRICOF & CO. CAPITAL CORP.
(herein called "Patricof"), or its permitted assigns, is entitled to subscribe
for and purchase from AMERICAN PRECISION INDUSTRIES INC., a Delaware corporation
(herein called the "Company"), at the price of Twelve Dollars and Ninety-Five
Cents ($12.95) per share (subject to adjustments as provided herein) at any time
after the date hereof to and including July 8, 2002, FIFTY THOUSAND (50,000)
fully paid and non-assessable shares of the Company's Common Stock, $.66-2/3 par
value.

         This Warrant was originally issued in connection with execution by the
Company and Patricof of a Retainer Agreement dated September 16, 1996 (herein
called the "Retainer Agreement"). As used herein, "this Warrant" and "the
Warrants" shall mean the Warrant originally issued to Patricof pursuant to the
Retainer Agreement and any Warrants that may be issued in substitution or
exchange therefor. All Warrants shall be dated said original issue date.

         This Warrant is subject to the following terms and conditions:

         1.       EXERCISE OF WARRANT.

                  (a) Exercise. The rights represented by this Warrant may be
         exercised by the holder hereof, in whole or in part (but not as to a
         fractional share of Common Stock), by written notice of exercise
         delivered to the Company and by the surrender of this Warrant (properly
         endorsed if required) at the principal business office of the Company
         and upon payment to it of the purchase price for such shares. The
         Company agrees that the shares so purchased shall be, and shall be
         deemed to be, issued to the holder hereof as the record owner of such
         shares as of the close of business on the date on which this Warrant
         shall have been surrendered and payment made for such shares.
         Certificates for the shares of stock so purchased shall be delivered to
         the holder hereof within a reasonable time, not exceeding ten (10)
         days, after the rights represented by this Warrant shall have been so
         exercised, and, unless this Warrant has expired, a new Warrant
         representing the number of shares, if any, with respect to which this
         Warrant shall not then have been exercised shall also be delivered to
         the holder hereof within such time.

                  (b) Payment of Exercise Price. Payment of the exercise price
         for the shares to be issued upon the exercise of this Warrant shall be
         made by certified or official bank check; provided, however, the holder
         hereof shall also have the right, at its election, in lieu of paying
         the exercise price by certified or official bank check, to instruct the
         Company in the Form For Exercise of Warrant to retain, in payment of
         the exercise price, a number of shares of Common



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         Stock (the "Payment Shares") equal to the quotient of (i) the aggregate
         exercise price of the shares as to which this Warrant is then being
         exercised divided by (ii) the "Average Closing Price" as of the date of
         exercise and to deduct the number of Payment Shares from the shares to
         be delivered to the holder hereof. "Average Closing Price" means, as of
         any date, (x) if shares of Common Stock are listed on a national
         securities exchange, the average of the closing sales prices therefor
         on the largest securities exchange on which such shares are traded on
         the last ten trading days before such date, (y) if such shares are
         listed on the NASDAQ National Market System but not on any national
         securities exchange, the average of the closing sales prices therefor
         on the NASDAQ National Market System on the last ten trading days
         before such date or (z) if such shares are not listed on either a
         national securities exchange or the NASDAQ National Market System, the
         average of the sales prices therefor on the last twenty trading days
         before such date.

         2. VALIDITY OF ISSUANCE AND RESERVATION OF SHARES. The Company
covenants and agrees that all shares which may be issued upon the exercise of
the rights represented by this Warrant will, upon issuance, be duly authorized
and issued, fully paid, nonassessable, and free from all taxes, liens, charges
and pre-emptive rights with respect to the issue thereof, and, without limiting
the generality of the foregoing, the Company covenants and agrees that it will
from time to time take all such action as may be requisite to assure that the
par value per share of the Common Stock is at all times equal to or less than
the then effective purchase price per share of the Common Stock issuable
pursuant to this Warrant. The Company further covenants and agrees that during
the period within which the rights represented by this Warrant may be exercised,
the Company will at all times have authorized, and reserved for the purpose of
issue or transfer upon exercise of the subscription rights evidenced by this
Warrant, a sufficient number of shares of its Common Stock to provide for the
exercise of the rights represented by this Warrant.

         3. WARRANT ADJUSTMENTS. The above provisions are, however, subject to
the following:

                  (a) Adjustment of Shares. The warrant purchase price and the
         number of shares purchasable pursuant hereto shall be subject to
         adjustment from time to time as hereinafter provided.

                  (b) Adjustment of Price for Stock Sales. Except as provided in
         paragraph (h) below, if and whenever the Company shall issue or sell
         any shares of its Common Stock for a consideration per share less than
         the warrant purchase price in effect immediately prior to the time of
         such issue or sale, and/or the Company shall issue or sell any shares
         of its Common Stock for a consideration per share less than the market
         price on the date of such issue or sale, then, forthwith upon such
         issue or sale, the warrant purchase price shall be reduced to the lower
         of the prices (calculated to the nearest cent) determined as follows:

                           (i) by dividing (1) an amount equal to the sum of
                  (aa) the number of shares of Common Stock outstanding
                  immediately prior to such issue or sale multiplied by the then
                  existing warrant purchase price, and (bb) the consideration,
                  if any, received by the Company upon such issue or sale, by
                  (2) the total number of shares of Common Stock outstanding
                  immediately after such issue or sale; or

                           (ii) by multiplying the warrant purchase price in
                  effect immediately prior to the time of such issue or sale by
                  a fraction, the numerator of which shall be the sum of (1) the
                  number of shares of Common Stock outstanding immediately prior
                  to such issue or


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                  sale multiplied by the market price immediately prior to such
                  issue or sale, plus (2) the consideration received by the
                  Company upon such issue or sale, and the denominator of which
                  shall be the product of (3) the total number of shares of
                  Common Stock outstanding immediately after such issue or sale,
                  multiplied by (4) the market price immediately prior to such
                  issue or sale.

         No adjustment of the warrant purchase price, however, shall be made in
         an amount less than $.01 per share, but any such lesser adjustment
         shall be carried forward and shall be made at the time and together
         with the next subsequent adjustment which together with any adjustments
         so carried forward shall amount to $.01 per share or more.

                  (c) Further Provisions with respect to Stock Sales. For the
         purposes of paragraph (b), the following provisions (i) to (vii),
         inclusive, shall also be applicable:

                           (i) In case at any time the Company shall grant
                  (whether directly or by assumption in a merger or otherwise)
                  any rights to subscribe for or to purchase, or any options for
                  the purchase of, Common Stock or any stock or securities
                  convertible into or exchangeable for Common Stock (such
                  convertible or exchangeable stock or securities being herein
                  called "Convertible Securities") whether or not such rights or
                  options or the right to convert or exchange any such
                  Convertible Securities are immediately exercisable, and the
                  price per share at which Common Stock is issuable upon the
                  exercise of such rights or options or upon conversion or
                  exchange of such Convertible Securities (determined by
                  dividing (aa) the total amount if any, received or receivable
                  by the Company as consideration for the granting of such
                  rights or options, plus the minimum aggregate amount of
                  additional consideration payable to the Company upon the
                  exercise of such rights or options, plus, in the case of such
                  rights or options which relate to Convertible Securities, the
                  minimum aggregate amount of additional consideration, if any,
                  payable upon the issue or sale of such Convertible Securities
                  and upon the conversion or exchange thereof, by (bb) the total
                  maximum number of shares of Common Stock issuable upon the
                  exercise of such rights or options or upon the conversion or
                  exchange of all such Convertible Securities issuable upon the
                  exercise of such rights or options) shall be less than the
                  warrant purchase price in effect immediately prior to the time
                  of the granting of such rights or options (or less than the
                  market price determined as of the date of granting such rights
                  or options, as the case may be), then the total maximum number
                  of shares of Common Stock issuable upon the exercise of rights
                  or options or upon conversion or exchange of the total maximum
                  amount of such Convertible Securities issuable upon the
                  exercise of such rights or options shall (as of the date of
                  granting of such rights or options) be deemed to have been
                  issued for such price per share. Except as provided in
                  paragraph (f) below, no further adjustments of the warrant
                  purchase price shall be made upon the actual issue of such
                  Common Stock or of such Convertible Securities upon exercise
                  of such rights or options or upon the actual issue of such
                  Common Stock upon conversion or exchange of such Convertible
                  Securities.

                           (ii) In case the Company shall issue (whether
                  directly or by assumption in a merger or otherwise) or sell
                  any Convertible Securities, whether or not the rights to
                  exchange or convert thereunder are immediately exercisable,
                  and the price per share for which Common Stock is issuable
                  upon such conversion or exchange (determined by dividing (aa)
                  the total amount received or receivable by the Company as
                  consideration


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                  for the issue or sale of such Convertible Securities, plus the
                  minimum aggregate amount of additional consideration, if any,
                  payable to the Company upon the conversion or exchange
                  thereof, by (bb) the total maximum number of shares of Common
                  Stock issuable upon the conversion or exchange of all such
                  Convertible Securities) shall be less than the warrant
                  purchase price in effect immediately prior to the time of such
                  issue or sale (or less than the market price, determined as of
                  the date of such issue or sale of such Convertible Securities,
                  as the case may be), then the total maximum number of shares
                  of Common Stock issuable upon conversion or exchange of all
                  such Convertible Securities shall (as of the date of the issue
                  or sale of such Convertible Securities) be deemed to be
                  outstanding and to have been issued for such price per share,
                  provided that (x) except as provided in paragraph (f) below,
                  no further adjustments of the warrant purchase price shall be
                  made upon the actual issue of such Common Stock upon
                  conversion or exchange of such Convertible Securities, and (y)
                  if any such issue or sale of such Convertible Securities is
                  made upon exercise of any rights to subscribe for or to
                  purchase or any option to purchase any such Convertible
                  Securities for which adjustments of the warrant purchase price
                  have been or are to be made pursuant to other provisions of
                  this paragraph (c), no further adjustment of the warrant
                  purchase price shall be made by reason of such issue or sale.

                           (iii) In case the Company shall declare a dividend or
                  make any other distribution upon any stock of the Company
                  payable in Common Stock or Convertible Securities, any Common
                  Stock or Convertible Securities, as the case may be, issuable
                  in payment of such dividend or distribution shall be deemed to
                  have been issued or sold without consideration.

                           (iv) In case any shares of Common Stock or
                  Convertible Securities or any rights or options to purchase
                  any such Common Stock or Convertible Securities shall be
                  issued or sold for cash, the consideration received therefor
                  shall be deemed to be the amount received by the Company
                  therefor, without deduction therefrom of any expenses incurred
                  or any underwriting commissions or concessions paid or allowed
                  by the Company in connection therewith. In case any shares of
                  Common Stock or Convertible Securities or any rights or
                  options to purchase any such Common Stock or Convertible
                  Securities shall be issued or sold for a consideration other
                  than cash, the amount of the consideration other than cash
                  received by the Company shall be deemed to be the fair market
                  value of such consideration as determined by the Board of
                  Directors of the Company, without deduction of any expenses
                  incurred or any underwriting commissions or concessions paid
                  or allowed by the Company in connection therewith. In case any
                  shares of Common Stock or Convertible Securities or any rights
                  or options to purchase such Common Stock or Convertible
                  Securities shall be issued in connection with any merger or
                  consolidation in which the Company is the surviving
                  corporation, the amount of consideration therefor shall be
                  deemed to be the fair market value as determined by the Board
                  of Directors of the Company of such portion of the assets and
                  business of the non-surviving corporation or corporations as
                  such Board shall determine to be attributable to such Common
                  Stock, Convertible Securities, rights or options, as the case
                  may be. In the event of any consolidation or merger of the
                  Company in which the Company is not the surviving corporation
                  or in the event of any sale of all or substantially all of the
                  assets of the Company for stock or other securities of any
                  corporation, the Company shall be deemed to have issued a
                  number of shares of its Common Stock for stock or securities
                  of the other corporation computed on the basis of the actual
                  exchange ratio on which the


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                  transaction was predicated and for a consideration equal to
                  the fair market value on the date of such transaction of such
                  stock or securities of the other corporation, and if any such
                  calculation results in adjustment of the warrant purchase
                  price, the determination of the number of shares of Common
                  Stock issuable upon exercise of this Warrant immediately prior
                  to such merger, conversion or sale, for purposes of paragraph
                  3(h) shall be made after giving effect to such adjustment of
                  the warrant purchase price.

                           (v) In case the Company shall take a record of the
                  holders of its Common Stock for the purpose of entitling them
                  (aa) to receive a dividend or other distribution payable in
                  Common Stock or in Convertible Securities, or (bb) to
                  subscribe for or purchase Common Stock or Convertible
                  Securities, then such record date shall be deemed to be the
                  date of the issue or sale of the shares of Common Stock deemed
                  to have been issued or sold upon the declaration of such
                  dividend or the making of such other distribution or the date
                  of the granting of such right of subscription or purchase, as
                  the case may be.

                           (vi) The number of shares of Common Stock outstanding
                  at any given time shall not include shares owned or held by or
                  for the account of the Company, and the disposition of any
                  such shares shall be considered an issue or sale of Common
                  Stock for the purposes of this paragraph (3).

                           (vii) "Market price" shall mean the average of the
                  high and low prices of the Common Stock sales on all exchanges
                  on which the Common Stock may at the time be admitted to
                  trading, or, if there shall have been no sales on any such
                  exchange on any such day, the average of the bid and asked
                  prices at the end of such day, or, if the Common Stock shall
                  not be so admitted to trading, the average of the bid and
                  asked prices at the end of the day in the over-the-counter
                  market, in each case averaged over a period of 20 consecutive
                  business days prior to the date as of which "market price" is
                  being determined. If at any time the Common Stock is not
                  admitted to trading on any exchange or quoted in the
                  over-the-counter market, the "market price" shall be deemed to
                  be the fair market value thereof determined in good faith by
                  the Board of Directors of the Company as of a date which is
                  within 15 days of the date as of which the determination is to
                  be made.

                  (d) Adjustment of Price for Corporate Distributions. In case
         the Company shall declare a dividend upon the Common Stock payable
         otherwise than out of consolidated earnings or consolidated earned
         surplus, determined in accordance with generally accepted accounting
         principles, including the making of appropriate deductions for minority
         interests, if any, in subsidiaries (except in Common Stock or
         Convertible Securities, but including other securities), the warrant
         purchase price in effect immediately prior to the declaration of such
         dividend shall be reduced by an amount equal, in the case of a dividend
         in cash, to the amount thereof payable per share of the Common Stock
         or, in the case of any other dividend, to the fair market value thereof
         per share of the Common Stock as determined by the Board of Directors
         of the Company. For the purposes of the foregoing, a dividend other
         than in cash shall be considered payable out of earnings or surplus
         (other than revaluation or paid-in-surplus) only to the extent that
         such earnings or surplus are charged an amount equal to the fair market
         value of such dividend as determined by the Board of Directors of the
         Company. Such reductions shall take effect as of the date on which a
         record is taken for the purpose of such dividend, or, if a record is
         not taken,


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         the date as of which the holders of Common Stock of record entitled to
         such dividend are to be determined.

                  (e) Adjustment of Price for Subdivisions and Combinations of
         Shares. In case the Company shall at any time subdivide its outstanding
         shares of Common Stock into a greater number of shares, the warrant
         purchase price in effect immediately prior to such subdivision shall be
         proportionately reduced, and conversely, in case the outstanding shares
         of Common Stock of the Company shall be combined into a smaller number
         of shares, the warrant purchase price in effect immediately prior to
         such combination shall be proportionately increased.

                  (f) Readjustments. Upon the happening of any of the following
         events, namely, if the purchase price provided for in any rights or
         options referred to in clause (i) of paragraph (c), the additional
         consideration, if any, payable upon the conversion or exchange of
         Convertible Securities referred to in clause (i) or (ii) of paragraph
         (c), or the rate at which any Convertible Securities referred to in
         clause (i) or clause (ii) of paragraph (c) are convertible into or
         exchangeable for Common Stock shall change (other than under or by
         reason of provisions designed to protect against dilution), the warrant
         purchase price in effect at the time of such event shall forthwith be
         readjusted to the warrant purchase price which would have been in
         effect at such time had such rights, options or Convertible Securities
         still outstanding provided for such changed purchase price, additional
         consideration or conversion rate, as the case may be, at the time
         initially granted, issued or sold; and on the expiration of any such
         option or right or the termination of any such right to convert or
         exchange such Convertible Securities, the warrant purchase price then
         in effect hereunder shall forthwith be increased to the warrant
         purchase price which would have been in effect at the time of such
         expiration or termination had such right, option or Convertible
         Securities, to the extent outstanding immediately prior to such
         expiration or termination, never been issued, and the Common Stock
         issuable thereunder shall no longer be deemed to be outstanding. If the
         purchase price provided for in any such right or option referred to in
         clause (i) of paragraph (c) or the rate at which any Convertible
         Securities referred to in clause (i) or clause (ii) of paragraph (c)
         are convertible into or exchangeable for Common Stock, shall decrease
         at any time under or by reason of provisions with respect thereto
         designed to protect against dilution, then in case of the delivery of
         Common Stock upon the exercise of any such right or option or upon
         conversion or exchange of any such Convertible Securities, the warrant
         purchase price then in effect hereunder shall forthwith be decreased to
         such lower price, if any, as would have been obtained had such right,
         option or Convertible Securities never been issued as to such Common
         Stock and had adjustments been made upon the issuance of the shares of
         Common Stock delivered as aforesaid.

                  (g) Adjustment of Number of Shares Purchasable. Except as
         provided in paragraph (h) below, upon each adjustment of the warrant
         purchase price (or upon the happening of any event described herein
         which would have required an adjustment in the warrant purchase price
         but for the fact that the consideration paid or payable to the Company
         by reason of such event is not less than the warrant purchase price in
         effect immediately prior thereto or the market price of the shares of
         Common Stock issued or issuable by reason thereof), the holder of this
         Warrant shall thereafter be entitled to purchase, at the warrant
         purchase price resulting from such adjustment (or, if there has not
         been any adjustment in such price, at the then existing warrant
         purchase price), the number of shares (calculated to the nearest share)
         determined as follows:

                           (i) In all cases other than adjustments in the
                  warrant purchase price arising under paragraph (d):


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                                    (1) by dividing (aa) the number of shares of
                           Common Stock purchasable pursuant to this Warrant
                           immediately prior thereto by (bb) the total number of
                           shares of Common Stock outstanding immediately prior
                           thereto; and

                                    (2) multiplying the result by the total
                           number of shares of Common Stock outstanding
                           immediately thereafter.

                           (ii) In the case of an adjustment in the warrant
                  purchase price arising under paragraph (d):

                                    (1) by multiplying the warrant purchase
                           price in effect immediately prior to such adjustment
                           by the number of shares purchasable pursuant to this
                           Warrant immediately prior to such adjustment; and

                                    (2) dividing the product thereof by the
                           warrant purchase price resulting from such
                           adjustment.

         For purposes of the foregoing computation, the total number of shares
         of Common Stock outstanding at any time shall be deemed to include the
         total number of shares of Common Stock issuable upon (x) the exercise
         of all then outstanding rights to subscribe for or to purchase, and
         options for the purchase of, Common Stock or Convertible Securities,
         and (y) the conversion or exchange of such Convertible Securities and
         all other outstanding Convertible Securities, but shall not be deemed
         to include any shares of Common Stock issuable upon the exercise of any
         unexercised portion of this Warrant.

                  (h) Exclusions. Anything herein to the contrary
         notwithstanding, the Company shall not be required to make any
         adjustment of the warrant purchase price in connection with any shares
         of Common Stock reserved for issuance upon the exercise of stock
         options granted to the Directors, officers and employees of the Company
         which have been granted or are available for grant pursuant to stock
         option plans in effect on the date hereof or at the time of the
         holder's exercise of this Warrant.

                  (i) Reorganizations. If any capital reorganization or
         reclassification of the capital stock of the Company, or consolidation
         or merger of the Company with another corporation, or the sale of all
         or substantially all of its assets or outstanding capital stock to
         another corporation shall be effected in such a way that holders of
         Common Stock shall be entitled to receive stock, securities or assets
         with respect to or in exchange for Common Stock, then, as a condition
         of such reorganization, reclassification, consolidation, merger or
         sale, lawful and adequate provision shall be made whereby the holder
         hereof shall thereafter have the right to purchase and receive upon the
         basis and upon the terms and conditions specified in this Warrant and
         in lieu of the shares of the Common Stock of the Company immediately
         theretofore purchasable and receivable upon the exercise of the rights
         represented hereby, such shares of stock, securities or assets as may
         be issued or payable with respect to or in exchange for a number of
         outstanding shares of such Common Stock equal to the number of shares
         of such stock immediately theretofore purchasable and receivable upon
         the exercise of the rights represented hereby had such reorganization,
         reclassification, consolidation, merger or sale not taken place, and in
         any such case appropriate provisions shall be made with respect to the
         rights and interests of the holder of this Warrant to the end that the
         provisions hereof (including, without limitation, provisions fore
         adjustments of the warrant purchase price and of the number of shares
         purchasable upon the


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         exercise of this Warrant) shall thereafter be applicable, as nearly as
         may be, in relation to any shares of stock, securities or assets
         thereafter deliverable upon the exercise hereof.

                  (j) Notice of Adjustments. Upon any adjustment of the warrant
         purchase price or the number of shares purchasable pursuant hereto,
         then and in each such case the Company shall give written notice
         thereof to the registered holder of this Warrant, which notice shall
         state the warrant purchase price resulting from such adjustment and the
         increase or decrease, if any, in the number of shares purchasable upon
         the exercise of this Warrant, setting forth in reasonable detail the
         method of calculation and the facts upon which such calculation is
         based.

         4. COMMON STOCK. As used herein, the term "Common Stock" shall mean and
include the Company's presently authorized shares of capital stock and shall
also include any capital stock of any class of the Company hereafter authorized
which shall not be limited to a fixed sum or percentage of par value in respect
of the rights of the holders thereof to participate in dividends or in the
distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of the Company; provided that the shares purchasable
pursuant to this Warrant shall include shares designated as Common Stock of the
Company on the date of original issue of this Warrant or, in the case of any
reclassification of the outstanding shares thereof, the stock, securities or
assets provided for in paragraph 3(i) above.

         5. NO RIGHTS AS STOCKHOLDER. This Warrant shall not entitle the holder
hereof to any voting rights or other rights as a stockholder of the Company.

         6. NOTICE OF PROPOSED TRANSFERS. The holder of this Warrant, by
acceptance hereof, agrees to give written notice to the Company before
transferring this Warrant or transferring any Common Stock issuable or issued
upon the exercise hereof, of such holder's intention to do so, describing
briefly the manner of any such proposed transfer. Promptly after such written
notice is received by the Company, copies thereof shall be presented to counsel
for the Company and to counsel for such holder. If in the opinion of each such
counsel the proposed transfer may be effected without registration or
qualification (under any Federal or State law) of this Warrant or the shares of
Common Stock issuable or issued on the exercise hereof, the Company, as promptly
as practicable, shall notify such holder of such opinion, whereupon such holder
shall be entitled to effect such transfer in accordance with the terms of the
notice delivered by such holder to the Company, provided that an appropriate
legend may be endorsed on this Warrant or the certificates for such shares
respecting restrictions upon transfer thereof necessary or advisable in the
opinion of counsel for the Company to prevent transfers which would be in
violation of Section 5 of the Securities Act of 1933, as amended (herein called
the "1933 Act").

         7. INVESTMENT REPRESENTATION; RESALE LIMITATIONS; REGISTRATION RIGHTS.

                  (a) Investment Representation. The holder of this Warrant, by
         acceptance hereof, represents and warrants that this Warrant and shares
         of Common Stock purchased by the holder pursuant to the exercise of
         this Warrant, are and will be acquired by the holder for investment and
         not with a view to, or for sale in connection with, any distribution
         thereof, nor with any present intention, of selling, transferring or
         disposing of the same.

                  (b) Resale Limitations. The shares of Common Stock which may
         be purchased hereunder may not be offered for sale, sold or otherwise
         transferred, unless:



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                           (i) A registration statement with respect to such
                  securities shall be effective under the 1933 Act, together
                  with proof satisfactory to counsel for the Company that the
                  holder of this Warrant shall have complied with applicable
                  state securities laws, or

                           (ii) The Company shall have received an opinion of
                  counsel satisfactory to the Company that no violation of the
                  1933 Act, or such other applicable law, will be involved in
                  such transfer, or

                           (iii) The Company shall receive a "no action" letter
                  from the Securities and Exchange Commission (herein called the
                  "SEC") and the equivalent ruling or letter pursuant to
                  applicable state law in form satisfactory to the Company
                  covering such transfer,

         and the Company may withhold transfer, registration and delivery of
         such securities until one of the three conditions set forth in this
         paragraph 7(b) shall have been met.

                  (c) Legend. All certificates representing the shares of Common
         Stock issued upon the exercise of this Warrant shall contain an
         appropriate legend indicating the fact that the shares have not been
         registered under the 1933 Act and the conditions affecting the
         transferability of such shares. A similar notation will be placed in
         the Company's stock transfer ledger.

                  (d) Registration Rights. In the event that the Company files a
         registration statement with the SEC in connection with a proposed sale
         of Common Stock to the public, the holder of shares of Common Stock
         issued upon the exercise of this Warrant shall have the one-time right
         during the two-year period after the first issuance of this Warrant to
         include any shares issued upon the exercise of this Warrant in that
         registration statement, as more fully set forth in the Registration
         Agreement granting such right, the form of which is attached hereto as
         Exhibit A. The Company shall notify the holder of this Warrant in
         writing of its intent to file such a registration statement as soon as
         practicable after the Company decides to file such registration
         statement.

         8. NOTICES. Any notice or other thing required or desired to be served,
given or delivered hereunder shall be in writing, and shall be deemed to have
been validly served, given or delivered upon deposit in the United States
registered or certified mail with proper postage prepaid and addressed to the
party to be notified as follows:

                  (a)      If to the Company at:

                                American Precision Industries Inc.
                                2777 Walden Avenue
                                Buffalo, New York  14225

                                    Attention: President



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                  (b)      If to the holder of this Warrant at:

                                Patricof & Co. Capital Corp.
                                445 Park Avenue
                                New York, New York  10022

                                    Attention: President

         or to such other address as either party may hereafter designate for
         itself by written notice to the other party in the manner herein
         prescribed.

         9. GENERAL. This Warrant shall be construed in accordance with the laws
of the State of Delaware. Whenever possible, each provision of this Warrant
shall be interpreted in such manner as to be effective and valid under the
applicable law, but, if any provision of this Warrant shall be held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Warrant. The paragraph headings herein are for convenience only and shall not
affect the interpretation of any of the provisions hereof.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed at
Buffalo, New York by its duly authorized officers under its corporate seal, and
this Warrant to be dated July 8, 1997.



                                  AMERICAN PRECISION INDUSTRIES INC.



                                  By    /s/ Kurt Wiedenhaupt
                                        ---------------------------------------
                                        Kurt Wiedenhaupt, Chairman,
                                        President and Chief Executive Officer

(CORPORATE SEAL)


ATTEST:


/s/ James J. Tanous
-------------------------------
James J. Tanous, Secretary

                                     - 10 -


<PAGE>   11


                                      FORM
                                       FOR
                               EXERCISE OF WARRANT


         The undersigned hereby elects to purchase _________ shares of Common
Stock, $.66-2/3 par value, of AMERICAN PRECISION INDUSTRIES INC. (the "Company")
in accordance with the WARRANT AGREEMENT dated July 8, 1997. The undersigned
hereby delivers the following to the Company in full payment for the shares
purchased hereby:

         Exercise Price ($______ per share) x ______ shares purchased =

                           Aggregate Exercise Price $

         Paid by:   [ ]    certified or official bank check payable
                           to "American Precision Industries Inc."

                                       OR

                    [ ]    By the retention by the Company of ______ shares
                           per paragraph 1(b) of the WARRANT AGREEMENT.
                           (Aggregate Exercise Price / Average Closing Price =
                           Payment Shares)
                           (Total shares purchased - Payment Shares = Shares to
                           be issued to undersigned)

     Please register these shares as follows:

         Name of record owner:
                              --------------------------------------------------
         Address:
                 ---------------------------------------------------------------

                 ---------------------------------------------------------------
         Social Security No.:
                             ---------------------------------------------------
Please mail shares to [above address] or
                                        ----------------------------------------

--------------------------------------------------------------------------------
Dated:
       ---------------------



                                       ----------------------------------------
                                              Signature of Warrant Holder



<PAGE>   12
                                    EXHIBIT A


                             REGISTRATION AGREEMENT
                             ----------------------


                  This AGREEMENT, made as of the 8th day of July 1997, is by and
between AMERICAN PRECISION INDUSTRIES INC., a Delaware corporation, having an
office at 2777 Walden Avenue, Buffalo, New York 14225 (herein called the
"Company"), and PATRICOF & CO. CAPITAL CORP., having an office at 445 Park
Avenue, New York, New York 10022 (herein called "Shareholder").

                              W I T N E S S E T H :
                              ---------------------

                  WHEREAS, the Company and Shareholder are parties to a Warrant
Agreement dated July 8, 1997 (herein called the "Warrant Agreement") to which
this Registration Agreement is Exhibit A; and

                  WHEREAS, pursuant to the Warrant Agreement the Company has
granted to Shareholder the right to purchase an aggregate of 50,000 shares of
the Company's Common Stock, $.66-2/3 par value per share (herein called the
"Shares"); and

                  WHEREAS, the Warrant Agreement provides that Shareholder shall
have a one-time right during the two (2) year period after the first issuance of
any Shares pursuant to Shareholder's exercise of its right to purchase Shares
under the Warrant Agreement to require the Company to register the Shares issued
upon Shareholder's exercise of such rights with the Securities and Exchange
Commission (herein called the "SEC") under the Securities Act of 1933, as
amended (herein called the




<PAGE>   13



"1933 Act") upon the terms and subject to the conditions hereinafter set forth.

                  NOW, THEREFORE, in consideration of the foregoing, and the
terms, conditions, agreements and covenants hereinafter set forth, the parties
to this Agreement agree as follows:

                  1. If during the two (2) year period after the first issuance
of any Shares pursuant to Shareholder's exercise of its right to purchase Shares
under the Warrant Agreement the Company proposes to register under the 1933 Act
any securities of the Company for sale by the Company to the public pursuant to
a registration statement on Forms S-1, S-2 or S-3 (herein called a "Registration
Statement"), the Company agrees:

                           A. That it will give written notice to Shareholder of
such proposal;

                           B. Shareholder shall have a one-time right to include
any or all of its Shares in the Registration Statement;

                           C. That, if Shareholder requests inclusion of any of
the Shares in such proposed registration within twenty (20) days after the
Company gives Shareholder such notice, the Company will include those Shares in
such Registration Statement; PROVIDED, HOWEVER, if the proposed registration is
underwritten and the managing underwriter advises the Company in writing that
the number of Shares sought to be included in such offering cannot be sold, the
Company will include in the offering only the



                                      - 2 -

<PAGE>   14



number of Shares which the underwriter believes can be sold, allocated pro rata
among the Company, Shareholder and any other holder of the Company's securities
possessing registration rights who has elected to include such securities in the
proposed registration;

                           D. The Company shall not be required to include any
of the Shares in any Registration Statement provided for in this paragraph 1
unless Shareholder agrees, if so required by the Company, to offer and sell
Shareholder's Shares which Shareholder desires to sell to or through an
underwriter selected by the Company and, to the extent possible, under
substantially the same terms (except as to expenses other than underwriting
discounts) as those under which the other securities included in such
Registration Statement are to be offered and sold, and to comply with any
arrangements with respect to the offer and sale of the securities to be
registered thereunder to which the holders thereof will be reasonably required
to agree as a condition to the inclusion of such securities in such Registration
Statement; and

                           E. The Company shall not be required under this
paragraph 1 to include Shareholder's shares in the Registration Statement or
prospectus to be used in any state which (i) refuses to permit the Shares to be
offered or (ii) imposes additional requirements upon the Company in order for
the Shares to be included in the Registration Statement and prospectus, if such



                                      - 3 -

<PAGE>   15



requirements would unreasonably inhibit or delay the offering by the Company.

                  2. The Shareholder and the Company will cooperate with each
other in the preparation and filing of any such Registration Statement or, as
the case may be, in their efforts to establish that the proposed transaction is
exempt from the registration provisions of the 1933 Act, including any efforts
of the Company or Shareholder to obtain a "no action" or interpretive letter
from the SEC.

                  3. Subject to the provisions of paragraph 4 hereof, the
Company will pay the following costs and expenses incidental to the performance
of its obligations under this Agreement:

                           A. The fees and expenses of the Company's counsel,
the fees and expenses of the Company's accountants and all other costs and
expenses incident to the preparation, printing and filing under the 1933 Act of
any such Registration Statement, each prospectus and all amendments and
supplements thereto;

                           B. The costs incurred in connection with the
registration or qualification of the Shares under the laws of various
jurisdictions, including fees and disbursements of Company's counsel;

                           C. The costs of furnishing to Shareholder or its
designees, such number of copies of any such Registration State-



                                      - 4 -

<PAGE>   16



ment, each preliminary prospectus, the final prospectus and each amendment
thereof and supplement thereto as Shareholder shall reasonably request; and

                           D. Notwithstanding anything in the foregoing
provisions of this paragraph 3, the Company shall not be required to pay any
expenses of any underwriter, any commissions and/or discounts to any underwriter
or any expenses with respect to the sale of Shares, such as, but not limited to,
transfer taxes incident to transfer of the Shares to any underwriter or
underwriters.

                  4. Notwithstanding anything in the foregoing provisions of
this Agreement, the Company will bear the costs set out in paragraph 3 hereof
only in connection with the registration of all or part of the Shares under
paragraph 1 hereof in connection with a public offering pursuant to which the
Company offers securities for sale. In the event of a registration pursuant to
paragraph 1 hereof, each holder of the Shares included in the Registration
Statement will pay its own direct out-of-pocket costs incurred in connection
with the Registration Statement (e.g. each such holder's own attorney's and
accountant's fees, travel expenses, expert's fees, etc., if any).

                  5. The Company will:

                           A. Exonerate, indemnify and hold harmless
Shareholder, its directors, officers who have signed any Registration Statement
and any underwriter (as defined in the



                                      - 5 -

<PAGE>   17



1933 Act) for Shareholder in connection with any Registration Statement filed
pursuant to this Agreement (but, in the case of any underwriter or a controlling
person of an underwriter, only if such underwriter indemnifies the persons
indemnified in paragraph 6 hereof in the manner set forth in that paragraph) and
each person, if any, who controls Shareholder or its underwriter within the
meaning of the 1933 Act, against any losses, claims, damages or liabilities,
joint or several, to which Shareholder, or any such director, officer, or
underwriter or any such controlling person may become subject, whether under the
1933 Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof):

                                    (1) Are caused by any untrue statement or
alleged untrue statement of any material fact contained, on the effective date
thereof, in any Registration Statement under which any of the Shares were,
pursuant to any of the provisions of this Agreement, registered under the 1933
Act, any prospectus contained therein, or any amendment thereof or supplement
thereto; or

                                    (2) Arise out of, or are based upon, any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading; and

                           B. Reimburse Shareholder, each such director, officer
and underwriter, and each such controlling person, for



                                      - 6 -

<PAGE>   18



any legal or other expenses reasonably incurred by Shareholder, and each such
director, and officer or by such underwriter, or by such controlling person, in
connection with investigating or defending any such loss, claim, damage,
liability or action arising under subparagraph A. of this paragraph 5.

                                    Provided, however, that the Company will not
be liable in any such case to the extent that any such loss, claim, damage,
expense or liability arises out of, or is based upon, an untrue statement or
alleged untrue statement or omission or alleged omission so made as a result of
written information furnished by Shareholder, or any such director, or officer
or such underwriter or controlling person specifically for use in preparation of
such Registration Statement or prospectus contained therein or amendment thereof
or supplement thereto.

                  6. Shareholder will:

                           A. Exonerate, indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed any
Registration Statement, and each person, if any, who controls the Company within
the meaning of the 1933 Act, against any losses, claims, damages or liabilities,
joint or several, to which the Company or any such director, officer or
controlling person may become subject, whether under the 1933 Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof):



                                      - 7 -

<PAGE>   19



                                    (1) Are caused by any untrue statement or
alleged untrue statement of any material fact contained, on the effective date
thereof, in any Registration Statement under which any of the Shares were,
pursuant to any of the provisions of this Agreement, registered under the 1933
Act, any prospectus contained therein, or any amendment thereof or supplement
thereto; or

                                    (2) Arise out of, or are based upon, any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements contained therein not
misleading, limited in each case, under the foregoing clauses (1) and (2) and
only to the extent, that such untrue statement, or alleged untrue statement, or
omission, or alleged omission, was so made in reliance upon, and as a result of,
written information furnished by Shareholder specifically for use in the
preparation of such Registration Statement or prospectus contained therein or
amendment thereof or supplement thereto; and

                           B. Reimburse the Company, each such director, officer
or controlling person for any legal or other expenses reasonably incurred by any
of them in connection with investigating or defending any such loss, claim,
damage, liability or action arising under subparagraph A. of this paragraph 6.

                  7. Within sixty (60) days after receipt by a party to be
indemnified (herein called the "indemnified party") pursuant



                                      - 8 -

<PAGE>   20



to the provisions of paragraph 5 or 6 hereof of notice of the assertion of any
claim or the commencement of any action or proceeding, such indemnified party
will, if a claim thereof is to be made against the indemnifying party pursuant
to the provisions of paragraph 5 hereof or, as the case may be, of paragraph 6
hereof, notify the indemnifying party of the assertion or commencement thereof.
The failure so to notify the indemnifying party will relieve it from any
liability which it has to any indemnified party under such provisions, but the
failure so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under such
provisions. In the event that any such claim is asserted or action or proceeding
is brought against any indemnified party, and it duly notifies the indemnifying
party of the commencement thereof, the indemnifying party will be entitled to
participate in, and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense of such claim,
action or proceeding with counsel reasonably satisfactory to such indemnified
party, provided that in the case of a claim in the form of an administrative or
disciplinary action or an action only for injunctive relief with no claim for
monetary damages, the indemnified party may elect to retain its own counsel or
appoint co-counsel. After notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such claim, action or
proceeding, the indemnifying party will not be liable to such indemnified party
for any legal or other expenses incurred by such indemnified



                                      - 9 -

<PAGE>   21



party after the election so to assume the defense of such claim, action or
proceeding, other than reasonable costs of investigation. The indemnified party
shall cooperate with the indemnifying party in the defense of any claim, action
or proceeding the defense of which has been assumed by the indemnifying party.
Failure of the indemnified party to reasonably cooperate with the indemnifying
party shall relieve the indemnifying party of any obligations under paragraph 5
or 6 hereof, as the case may be, and under this paragraph 7.

                  8. In the event that Shareholder acquires any additional
Shares issued by the Company (or any successor to all or a substantial part of
the business or assets of the Company) by reason of any stock split of the
Shares, or the payment of any stock dividend on the Shares, or if any of the
Shares are exchanged for or converted into any other equity securities, then, in
any such event, such additional Shares or other equity securities shall, for the
purposes of all of the foregoing provisions of this Agreement, be deemed to be,
and shall be treated as though they were, shares forming part of the Shares. As
used in this Agreement the term "equity securities" shall include any shares of
common stock or preferred stock, any securities convertible into common stock or
preferred stock, or any option, warrant or agreement which grants the right to
the holders thereof to purchase common stock or preferred stock.

                  9. A. The Company agrees that, in any case where:



                                     - 10 -

<PAGE>   22



                                    (1) it has notified Shareholder in writing
that, in connection with a proposed public disposition of any of the Shares, in
reliance on a "no action" letter or in the opinion of counsel reasonably
satisfactory to the Company (which counsel may be counsel to Shareholder), no
registration under the 1933 Act is required with respect to such disposition and
the Shares may be transferred free of any restrictive legend; or

                                    (2) the Company has received from
Shareholder a "no action" letter or an opinion of counsel reasonably
satisfactory to the Company (which counsel may be counsel to Shareholder) to the
effect that all restrictive legends may be removed from certificates evidencing
Shares owned by Shareholder; or

                                    (3) Registration Statement has been declared
effective in relation to any of the Shares;

then, in any such case, Shareholder shall be entitled, at no cost to it, to have
certificates or other appropriate instruments issued to it evidencing the Shares
referred to in subparagraphs (1), (2) or (3) of this paragraph 9, without any
restrictive legend whatsoever upon surrender to the Company of the certificates
or other appropriate instruments evidencing such Shares which may bear such a
legend.

                           B. Shareholder agrees that in the event of a stop
order being issued in respect of a Registration Statement relating to the
Shares, or in the event of a withdrawal of any



                                     - 11 -

<PAGE>   23



such Registration Statement, it will, without prejudice to its rights under this
paragraph 9, surrender to the Company those certificates or other appropriate
instruments evidencing such Shares (if any) bearing no legend which it has
received in exchange for certificates or other appropriate instruments
evidencing such Shares bearing a legend and will accept in exchange therefor,
certificates or other appropriate instruments evidencing such Shares bearing
such a legend.

                  10. All of the terms and provisions of this Agreement shall
bind and inure to the benefit of the parties to this Agreement and their
successors and assigns.

                  11. Any notice, statement, demand, consent or request to be
given or furnished to a party to this Agreement shall be deemed to have been
sufficiently given or furnished by being sent by registered or certified mail,
postage prepaid, to be following addresses:


                  Company:             American Precision Industries Inc.
                                       2777 Walden Avenue
                                       Buffalo, New York  14225

                                       Attention:  President


                  Shareholder:         Patricof & Co. Capital Corp.
                                       455 Park Avenue
                                       New York, New York  10022

                                       Attention:  President


                  12. This instrument, and the documents referred to herein,
including the Warrant Agreement, contain the entire



                                     - 12 -

<PAGE>   24



agreement between the Company and Shareholder with respect to the transactions
contemplated herein. Neither party shall be bound by, or shall be deemed to have
made, any representations and/or warranties, except those contained herein or in
such documents to which such party hereto is also a party.

                  13. If any provision of this Agreement is held by a court of
competent jurisdiction for any reason to be unenforce- able, the remainder of
this Agreement shall, nevertheless, remain in full force and effect in such
jurisdiction.

                  14. This Agreement or any provisions hereof cannot be changed,
terminated or waived orally, but only by an agreement in writing signed by the
party against whom enforcement of any waiver, change, modification or discharge
is sought.

                  15. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of Delaware. The Company and
Shareholder shall attempt to resolve between them any dispute which arises under
this Agreement. If they cannot agree within ten (10) days after either party
submits a demand for arbitration to the other party, then the issue shall be
submitted to arbitration with each party having the right to appoint one (1)
arbitrator and those two (2) arbitrators mutually selecting a third arbitrator.
The rules of the American Arbitration Association for the arbitration of
commercial disputes shall apply and the decision of 2 of the 3 arbitrators shall
be final. The arbitration shall take place in New York,



                                     - 13 -

<PAGE>   25


New York. The arbitrators shall apply Delaware law, but shall not be allowed to
award punitive damages.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed the day and year first above written.


                                   AMERICAN PRECISION INDUSTRIES INC.



                                   By
                                     ---------------------------------
                                         Kurt Wiedenhaupt,
                                         Chairman, President and
                                         Chief Executive Officer


                                   PATRICOF & CO. CAPITAL CORP.



                                   By
                                     ---------------------------------




                                     - 14 -