Exhibit 10(27)

                       SIXTH AMENDMENT TO CREDIT AGREEMENT

     SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Sixth  Amendment"),  dated as of
January 1, 1998, among AXSYS TECHNOLOGIES, INC. (f/k/a VERNITRON CORPORATION), a
corporation  organized and existing under the laws of the State of Delaware (the
"Borrower"),  the financial  institutions party to the Credit Agreement referred
to below (each a "Bank" and, collectively,  the "Banks"), and BANQUE PARIBAS, as
agent (the "Agent"). All capitalized terms used herein and not otherwise defined
shall have the respective meanings provided such terms in the Credit Agreement.

                              W I T N E S S E T H:

     WHEREAS,  the  Borrower,  the Banks and the Agent are  parties  to a Credit
Agreement,  dated as of April 25, 1996 (as amended,  modified or supplemented to
the date hereof, the "Credit Agreement");

     WHEREAS,  the Banks are willing to amend  certain  provisions of the Credit
Agreement, subject to and on the terms and conditions set forth herein;

     NOW, THEREFORE, it is agreed:


     I.  Section  3.01(a)  of the  Credit  Agreement  is hereby  amended  by (i)
deleting the reference to "1/2" contained therein and (ii) inserting a reference
to "3/8" in lieu thereof.

     2. Section 9.08 of the Credit  Agreement is hereby  amended by (i) deleting
Section  9.08(a) in its entirety and (ii)  inserting  the  following new Section
9.08(a) in lieu thereof:

          "9.08  Capital  Expenditures.  (a) The Borrower  will not and will not
     permit any of its  Subsidiaries  to, make any  expenditure  which should be
     capitalized in accordance with generally  accepted  accounting  principles,
     including  all such  expenditures  with respect to fixed or capital  assets
     (including,  without  limitation,  expenditures for maintenance and repairs
     which  should  be  capitalized  in  accordance   with  generally   accepted
     accounting   principles  and  including   Capitalized  Lease   Obligations)
     (collectively,  "Capital Expenditures"),  except that (x) during the period
     (taken as one accounting  period)  commencing on the Initial Borrowing Date
     and ending on December 31, 1996, the Borrower and its Subsidiaries may make
     Capital  Expenditures  so long as the  aggregate  amount  thereof  does not
     exceed  $2,900,000  during  such  period and (y) during any  calendar  year
     thereafter the Borrower and its Subsidiaries may make Capital Expenditures


<PAGE>


     so long as the  aggregate  amount  thereof  does not  exceed the amount set
     forth opposite such fiscal year below:

          Fiscal Year                        Amount
          -----------                        ------
          1997                               $5,000,000
          1998 and each
          fiscal year
          thereafter                         $7,500,000

     For purposes of this Section 9.08,  asset purchases made in accordance with
     Section 9.02(viii) shall not constitute  Capital  Expenditures for purposes
     of this  Section  9.08  and  refinancings  of  existing  Capitalized  Lease
     Obligations   effected  in  accordance   with  Section  9.05(v)  shall  not
     constitute Capital Expenditures for purposes of this Section 9.08."


     3. Section 9.09 of the Credit  Agreement is hereby  amended by (i) deleting
Section 9.09 in its entirety and (ii)  inserting  the following new Section 9.09
in lieu thereof:

          "9.09 Fixed Charge  Coverage  Ratio.  The Borrower will not permit the
     Fixed  Charge  Coverage  Ratio for any Test Period ended on the last day of
     any fiscal  quarter to be less than the ratio set forth below opposite such
     date:

           Fiscal Quarter Ended              Ratio
           --------------------              -----
           June 30, 1996                     1.15 : 1.00
           September 30, 1996                1.15 : 1.00
           December 31, 1996                 1.15 : 1.00
           March 31, 1997                    1.15 : 1.00
           June 30, 1997                     1.15 : 1.00
           September 30, 1997
           and each fiscal
           quarter thereafter                1.20 : 1.00"

     4. Section 9.10 of the Credit  Agreement is hereby  amended by (i) deleting
Section 9.10 in its entirety and (ii)  inserting  the following new Section 9.10
in lieu thereof:


                                      -2-
<PAGE>


          "9.10 Interest  Coverage Ratio. The Borrower will not permit the ratio
     of its Consolidated  EBITDA to its  Consolidated  Cash Interest Expense for
     any Test Period ended on the last day of any fiscal quarter set forth below
     to be less than the ratio set forth below opposite such date:



           Fiscal Quarter Ended              Ratio
           --------------------              -----
           June 30, 1996                     2.85 : 1.00
           September 30, 1996                2.85 : 1.00
           December 31, 1996                 3.25 : 1.00
           March 31, 1997                    3.10 : 1.00
           June 30, 1997                     3.30 : 1.00
           September 30, 1997                3.65 : 1.00
           December 31, 1997
           and each fiscal
           quarter thereafter                3.50 : 1.00"

     5. Section 9.11 of the Credit  Agreement is hereby  amended by (i) deleting
Section 9.11 in its entirety and (ii)  inserting  the following new Section 9.11
in lieu thereof:

          "9.11 Consolidated  Indebtedness to Consolidated  EBITDA. The Borrower
     will not permit on any date set forth  below the ratio of (x)  Consolidated
     Indebtedness  at such  time to (y) its  Consolidated  EBITDA  for the  Test
     Period  then ended to be greater  than the ratio set forth  below  opposite
     such date:

           Fiscal Quarter Ended              Ratio

           June 30, 1996                     3.50 : 1:00
           September 30, 1996                3.50 : 1.00
           December 31, 1996                 3.00 : 1.00
           March 31, 1997                    3.20 : 1.00
           June 30, 1997                     3.00 : 1.00
           September 30, 1997                2.75 : 1.00
           December 31, 1997
           and each fiscal
           quarter thereafter                2.00 : 1.00"

     6. Section 9.12 of the Credit  Agreement is hereby  amended by (i) deleting
Section 9.12 in its entirety and (ii)  inserting  the following new Section 9.12
in lieu


                                      -3-
<PAGE>


thereof:

          "9.12 Minimum  Consolidated  EBITDA.  The Borrower will not permit its
     Consolidated EBITDA for any Test Period ended on the last day of any fiscal
     quarter set forth below to be less than the amount set forth below opposite
     such date:

           Fiscal Quarter Ended              Minimum Amount
           --------------------              --------------
           June 30, 1996                     $ 1,700,000
           September 30, 1996                $ 4,250,000
           December 31, 1996                 $ 7,800,000
           March 31, 1997                    $ 9,600,000
           June 30, 1997                     $10,900,000
           September 30, 1997                $11,500,000
           December 31, 1997
           and each fiscal
           quarter thereafter                $12,500,000"

     7. Section 9.13 of the Credit  Agreement is hereby  amended by (i) deleting
Section 9.13 in its entirety and (ii)  inserting  the following new Section 9.13
in lieu thereof:

          "9.13 Minimum Consolidated Net Worth. The Borrower will not permit its
     Consolidated  Net  Worth for any Test  Period  ended on the last day of any
     fiscal  quarter  set forth below to be less than the amount  opposite  such
     date:

                                             Minimum Consolidated
           Period Ended                      Net Worth
           ------------                      ---------
           June 30, 1996                     $14,800,000
           September 30, 1996                $15,250,000
           December 31, 1996                 $16,250,000
           March 31, 1997                    $16,750,000
           June 30, 1997                     $17,750,000
           September 30, 1997                $18,750,000
           December 31, 1997
           and each fiscal
           quarter thereafter                $30,000,000"

     8. Section 9.14 of the Credit  Agreement is hereby  amended by (i) deleting
Section 9.14 in its entirety and (ii) inserting the following in lieu thereof:


                                      -4-
<PAGE>


          "9.14 Maximum Leverage. [Intentionally Omitted]."


     9. Section 9.22 of the Credit  Agreement is hereby  amended by (i) deleting
the reference to "55"  contained  therein and (ii) inserting a reference to "60"
in lieu thereof.

     10. The  definition of "Applicable  Margin"  contained in Section 11 of the
Credit Agreement is hereby amended by (i) deleting the definition of "Applicable
Margin" in its entirety and (ii)  inserting  the  following  new  definition  of
"Applicable Margin" in lieu thereof:

     "Applicable  Margin" shall mean a percentage  per annum equal to (A) in the
case of Eurodollar Loans, (i) if the ratio of (x) the Consolidated  Indebtedness
to (y)  Consolidated  EBITDA is less than .50:1.00,  then the Applicable  Margin
equals  0.75%,  (ii) if the ratio of (x) the  Consolidated  Indebtedness  to (y)
Consolidated  EBITDA  is  greater  than or  equal  to  .50:1.00  but  less  than
1.00:1.00,  then the Applicable  Margin equals 1.00%;  (iii) if the ratio of (x)
the  Consolidated  Indebtedness  to (y)  Consolidated  EBITDA is greater than or
equal to 1.00:1.00 but less than  1.50:1.00,  then the Applicable  Margin equals
1.25%;  and  (iv) if the  ratio  of (x)  the  Consolidated  Indebtedness  to (y)
Consolidated  EBITDA  is  greater  than or equal  to  1.50:1.00  but  less  than
2.00:1.00,  then the Applicable  Margin equals 1.50% and (B) in the case of Base
Rate Loans,  then the  Applicable  Margin  equals 0%; the ratio of  Consolidated
Indebtedness  to  Consolidated  EBITDA  shall be  determined  by  delivery of an
officer's  certificate of the Borrower to the Banks pursuant to Section 8.01(f),
which  certificate  shall set forth the calculation of the ratio of Consolidated
Indebtedness  to  Consolidated  EBITDA for the applicable  period.  The ratio so
determined shall apply,  except as set forth below,  from the date on which such
officer's  certificate  is delivered to the Agent to the earlier of (x) the date
on which the next  certificate  is  delivered  to the Agent  pursuant to Section
8.01(f)  and (y) the 45th day  following  the  first day of the  fiscal  quarter
immediately   following  the  delivery  of  such   certificate   to  the  Agent.
Notwithstanding  anything to the contrary contained above, the Applicable Margin
shall be 1.50% in the case of  Eurodollar  Loans (and will remain 0% in the case
of Base Rate Loans) (a) if no officer's  certificate  has been  delivered to the
Banks  pursuant to Section  8.01(f) or the financial  statements  upon which any
such  calculations  are based have not been delivered,  until such a certificate
and/or financial  statements are delivered and (b) at all times when there shall
exist a Default or Event of Default".

     11. The  definition  of "Change in Control"  contained in Section 11 of the
Credit  Agreement  is hereby  deleted  in its  entirety  and  replaced  with the
following new definition:


                                      -5-
<PAGE>


          "Change of Control" shall mean (i) the direct or indirect  acquisition
     by any Person or group (as such term is defined in Section  13(d)(3) of the
     Securities  Exchange  Act) of the  beneficial  ownership  (as such  term is
     defined in Rule 13D-3 promulgated under the Securities Exchange Act) of 20%
     or more of the  outstanding  shares of the common  stock of the Borrower or
     (ii) the Board of  Directors  of the  Borrower  shall cease to consist of a
     majority of Continuing Directors.

     12.  Notwithstanding  anything  to the  contrary  contained  in the  Credit
Agreement  (including  Section 9.06) but only so long as there exists no Default
or Event  of  Default,  the  Borrower  shall  be  permitted  to  purchase  up to
$2,000,000,  in the  aggregate,  of Common  Stock of the  Company in open market
transactions during the period beginning on the Sixth Amendment Effective Date.

     13.  Schedule I to the Credit  Agreement is hereby  amended by (i) deleting
Schedule I in its entirety  and (ii)  inserting in lieu thereof a new Schedule I
thereto the Schedule I attached  hereto which reflects the existing  commitments
of the Banks as of the Sixth Amendment Effective Date.

     14. In order to induce the Banks to enter into this  Sixth  Amendment,  the
Borrower hereby  represents and warrants that on the Sixth  Amendment  Effective
Date,  both  before  and after  giving  effect to this Sixth  Amendment  and the
transactions  contemplated  hereby,  (i) no Default  or Event of  Default  shall
exist, (ii) all of the  representations  and warranties  contained in the Credit
Documents  shall be true and  correct in all  material  respects,  with the same
effect as though such  representations and warranties had been made on and as of
the Sixth Amendment  Effective Date (it being understood that any representation
or  warranty  made as of a  specific  date  shall  be true  and  correct  in all
materials  respects as of such specified date) and (iii) the Borrower shall have
paid to the Agent  all  unpaid  costs and  expenses  (including  legal  fees and
expenses) of the Agent.

     15. This Sixth Amendment is limited as specified and shall not constitute a
modification,  acceptance  or  waiver  of any  other  provision  of  the  Credit
Agreement or any other Credit Document.

     16. This Sixth Amendment may be executed in any number of counterparts  and
by the  different  parties  hereto  on  separate  counterparts,  each  of  which
counterparts when executed and delivered shall be an original,  but all of which
shall  together  constitute  one and the  same  instrument.  A  complete  set of
counterparts shall be lodged with the Borrower and the Agent.


                                      -6-
<PAGE>


     17.  THIS SIXTH  AMENDMENT  AND THE RIGHTS AND  OBLIGATIONS  OF THE PARTIES
HEREUNDER  SHALL BE CONSTRUED IN ACCORDANCE  WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

     18. This Sixth Amendment shall become  effective as of the date hereof (the
"Sixth Amendment Effective Date") when each Credit Party, the Required Banks and
the  Collateral  Agent  shall have  signed a copy  hereof  (whether  the same or
different copies) and shall have delivered  (including by way of telecopier) the
same to the Agent.


                                      -7-
<PAGE>


     IN WITNESS WHEREOF,  each of the parties hereto has caused a counterpart of
this Sixth  Amendment  to be duly  executed  and  delivered as of the date first
above written.


                                        AXSYS TECHNOLOGIES, INC.
                                        as Borrower

                                        By   /s/  Louis D. Mattielli
                                             -----------------------------------
                                        Name:     Louis D. Mattielli
                                        Title:    Vice President-General Counsel
                                                  and Secretary


                                        PRECISION AEROTECH, INC.,
                                        as Subsidiary Guarantor

                                        By   /s/  Louis D. Mattielli
                                             -----------------------------------
                                        Name:     Louis D. Mattielli
                                        Title:    Vice President-General Counsel
                                                  and Secretary


                                        SPEEDRING, INC.
                                        as Subsidiary Guarantor

                                        By   /s/  Louis D. Mattielli
                                             -----------------------------------
                                        Name:     Louis D. Mattielli
                                        Title:    Vice President-General Counsel
                                                  and Secretary


                                        SPEEDRING SYSTEMS, INC.,
                                        as Subsidiary Guarantor

                                        By   /s/  Louis D. Mattielli
                                             -----------------------------------
                                        Name:     Louis D. Mattielli
                                        Title:    Vice President-General Counsel
                                                  and Secretary


                                      -8-
<PAGE>


                                        TELETRAC, INC.,
                                        as Subsidiary Guarantor

                                        By   /s/  Louis D. Mattielli
                                             -----------------------------------
                                        Name:     Louis D. Mattielli
                                        Title:    Vice President-General Counsel
                                                  and Secretary


                                        BANQUE PARIBAS, individually, as
                                        Agent and as Collateral Agent

                                        By   /s/  Donald J. Ercole
                                             -----------------------------------
                                        Name:     Donald J. Ercole
                                        Title:    Managing Director


                                        By   /s/  Edward Irwin
                                             -----------------------------------
                                        Name:     Edward Irwin
                                        Title:    Director


                                        PARIBAS CAPITAL FUNDING LLC

                                        By   /s/  Jeffrey J. Youle
                                             -----------------------------------
                                        Name:     Jeffrey J. Youle
                                        Title:    Director


                                        IBJ SCHRODER BANK & TRUST COMPANY

                                        By   /s/  Mark H. Minter
                                             -----------------------------------
                                        Name:     Mark Minter
                                        Title:    Director


                                      -9-
<PAGE>


                                        FLEET BANK, N.A.

                                        By   /s/  Robert Isaksen
                                             -----------------------------------
                                        Name:     Robert Isaksen
                                        Title:    Vice President


                                      -10-
<PAGE>


                                                                      SCHEDULE I

                                   COMMITMENTS
================================================================================
                                                      Revolving
      Bank                                            Loan Commitment
      ----                                            ---------------
--------------------------------------------------------------------------------
      Banque Paribas                                  $ 2,444,444.45
--------------------------------------------------------------------------------
      Paribas Capital Funding LLC                     $ 1,855,333.33
--------------------------------------------------------------------------------
      First Source Financial LLP                      $ 2,499,444.44
--------------------------------------------------------------------------------
      IBJ Schroder Bank & Trust Company               $ 2,100,388.89
--------------------------------------------------------------------------------
      Fleet Bank, N.A.                                $ 2,100,388.89
                                                      --------------
--------------------------------------------------------------------------------
                Total                                 $11,000,000.00
================================================================================