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                                                                  EXHIBIT 10(22)

                      [AXSYS TECHNOLOGIES, INC. LETTERHEAD]


December 10, 1999





Mr. John Clark
733 Langdale Road
Fort Collins, Colorado  80526

Dear John:

I am pleased that you have decided to join Axsys as Vice President, Operations.
The terms of your employment will be as set forth on the attached Exhibit I
hereto. Please indicate your agreement by executing the two copies of this
letter in the space provided below and return one copy via the enclosed
envelope.

This is an exciting time in the development of Axsys. I look forward to working
with you to improve the Company's operations and support our long-term strategy
of retaining and building the Company's position as a leader in the design and
manufacture of precision measurement and positioning products.

Yours truly,

/s/ Stephen W. Bershad

Stephen W. Bershad
Chairman

Encl./

I acknowledge and accept the terms and conditions of employment referenced
above.




/s/ John Clark                                          12/15/99
-----------------------------                     --------------------
    John Clark                                            Date



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                                                                       EXHIBIT I

                           Summary of Employment Terms

Position; Duties:          Vice President, Operations of Axsys Technologies,
                           Inc. (the "Company"). Executive will exercise such
                           duties as customarily pertain to the office of Vice
                           President, Operations, and shall report to the
                           President and Chief Operating Officer. Executive's
                           duties will involve, among others: training in "Lean
                           thinking;" managing Lean initiatives; recruiting Lean
                           team; Information and Technology activities; and
                           Procurement activities. Executive acknowledges that
                           his duties will require significant travel, including
                           travel to the Company's various operating units
                           located throughout the United States. Executive will
                           initially be based in Fort Collins, Colorado and will
                           operate from an office located at his residence
                           there. Executive represents and warrants that he is
                           not a party to any agreement that would affect in any
                           way his employment by the Company.

Compensation:              $160,000 per year, paid in accordance with the
                           Company's regular payroll practices. Executive will
                           be eligible for annual incentive compensation
                           targeted at 50% of Executive's annual base
                           compensation based upon achievement of objectives to
                           be agreed upon. Annual incentive compensation will be
                           payable in accordance with Company's incentive
                           compensation policies. To be adjusted equitably for
                           partial year.

Signing Bonus:             The Company will also make a lump sum payment to
                           Executive of $25,000 as a signing bonus, to be paid
                           with Executive's first regularly scheduled salary
                           payment. If Executive voluntarily terminates his
                           employment with the Company within 1 year of
                           Executive's hire date, Executive will be required to
                           reimburse the Company for the entirety of the $25,000
                           payment. Such payment shall be due and payable in
                           full on the first day following Executive's final day
                           of employment by the Company.

Stock Options:             Executive will be entitled to participate in the
                           Company's Amended and Restated Long-Term Stock
                           Incentive Plan. Executive's initial option grant (to
                           be granted in connection with regular annual option
                           grants during the first quarter of 2000) shall cover
                           10,000 shares of common stock at an exercise price
                           equal to closing stock price on date grant is
                           approved by the Company's Long-Term Stock Incentive
                           Plan Committee. Options will vest 20% on each
                           anniversary of grant date, beginning on first
                           anniversary of date of grant. Will accelerate on
                           change in control in accordance with provisions of
                           Company's existing form of stock option agreement.

Termination Without
  Cause:                   Executive will be entitled to continuation of base
                           salary and welfare benefits in the event Executive is
                           terminated by the Company without


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                           cause for a period ending on the earlier of six
                           months after termination or Executive's commencement
                           of full-time employment with another employer.

Benefits:                  Executive will be entitled to benefits consistent
                           with other senior corporate executives of the
                           Company, including annual paid vacation of 3 weeks.

Start Date:                January 3, 2000