CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
OF AXSYS TECHNOLOGIES, INC.

In meeting its responsibilities, the Audit Committee is expected to:

1. Provide an open avenue of communication between the chief financial officer, the independent auditor, and t he Board of Directors.
2. Appoint and retain the independent auditor to audit the books, records and accounts of the Company. Overse e, evaluate and, when appropriate, terminate and replace the independent auditor. The independent auditor shall report directly to the Audit Committee.
3. Determine and approve the appropriate compensation for independent auditors and other advisers that the Aud it Committee chooses to engage.
4. Pre-approve all audit and non-audit engagements or services with or by the independent auditors. The Com mittee may delegate to one or more Committee members the authority to pre-approve non-audit services between regularly scheduled meetings provided that such approvals are reported to the full Committee at the next Committee meet ing.
5. Confirm and assure the independence of the independent auditor.
6. Inquire of management, and the independent auditor about significant risks or exposures and assess the step s management has taken to minimize such risk to the compa ny.
7. Approve the independent auditor's annual audit plan, including scope, staffing, locations and reliance upon management.
8. Consider with management and the independent auditor the rationale for employing audit firms other than the princi pal independent auditor.
9. Review with the chief financial officer and the independent auditor the coordination of audit effort to assure com pleteness of coverage, reduction of redundant efforts, an d the effective use of audit resources.
10. Consider and review with the independent auditor and the chief financial officer:
    1. The adequacy of the company's internal controls including computerized information system controls and security.
    2. Any related significant findings and recommendations of the independent auditor with management's responses thereto.
11. Review with management and the independent auditor at the completion of the annual examination:
    1. The company's annual financial statements and related footnotes.
    2. The independent auditor's audit of the financial statements and his or her report thereon.
    3. Any significant changes required in the independent auditor's audit plan.
    4. Any serious difficulties or disputes with management encountered during the course of the audit.< /li>
    5. Other matters related to the conduct of the audit, which are to be communicated to the Committee under generally accepted auditing standards.
12. Consider and review with the independent auditor:
    1. All critical accounting policies and practices to be used.
    2. All alternative treatments of financial information within generally accepted accounting princip les that have been discussed with management, ramificatio ns of the use of such alternative disclosures and treatments, and the treatment preferred by the independent audit or.
    3. Other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.
13. Consider and review with management and the chief financial officer:
    1. Significant findings during the year and management's responses thereto.
    2. Any difficulties encountered in the course of their audits, including any restrictions on the sco pe of their work or access to required information.
    3. Any changes required in the planned scope of their audit plan.
14. Review filings with the SEC and other published documents containing the company's financial statements and consid er whether the information in these documents is consiste nt with the information contained in the financial statements.
15. Review with management and the independent auditor interim financial reports (e.g. Earnings Press Release or Form 10-Q) before they are filed with the SEC or other regulat ors.
16. Review policies and procedures with respect to officers' expense accounts and perquisites, including their use of corporate assets, and consider the results of any review of these areas by the independent auditor.
17. Review legal and regulatory matters that may have a material impact on the financial statements, related company c ompliance policies, and programs and reports received fro m regulators.
18. Meet with the independent auditor and management in separate executive sessions to discuss any matters that the Co mmittee or these groups believe should be discussed priva tely with the Audit Committee.
19. Report Committee actions to the Board of Directors with such recommendations that the Committee may deem appropria te.
20. Prepare a letter for inclusion in the annual report that describes the Committee's composition and responsibilitie s, and how they were discharged.
21. The Audit Committee shall have the power to conduct or authorize investigations into any matters within the Commit tee's scope of responsibilities. The Committee shall be empowered to retain independent counsel, auditors, or other advisors as it determines necessary to carry out its d uties. The Committee will have the power to determine ap propriate funding, to be provided by the Company, for payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its du ties.
22. Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding acco unting, internal controls and auditing matters.
23. Establish procedures for the confidential, anonymous submission to the Committee by the Company's employees of con cerns regarding questionable accounting or auditing matte rs.
24. Review and update the Committee's charter annually.
25. The Committee shall meet at least four times per year or more frequently as circumstances require. The Committee may ask members of management or others to attend the mee ting and provide pertinent information as necessary.
26. The Committee will perform such other functions as assigned by law, the company's charter or bylaws, or the Board of Directors.

The membership of the Audit Committee shall consist of at least three members of the Board of Directors, each of w hom shall meet the independence requirements under applic able law and the rules of the Nasdaq Stock Market, and each of whom shall serve at the pleasure of the Board of Di rectors. Each member of the Audit Committee shall meet t he financial literacy and other similar qualification requirements of applicable law and the rules of the Nasdaq S tock Market. At least one member of the Audit Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting , or any other comparable experience or background that r esults in his or her financial sophistication, including being or having been a chief executive officer, chief fin ancial officer or other senior officer with financial ove rsight responsibilities, sufficient to meet the criteria of a financial expert within the meaning of Section 407 o f the Sarbanes-Oxley Act of 2002 and any rules promulgate d thereunder by the SEC. Audit Committee members and the Committee chairman shall be designated by the full Board of Directors.

The duties and responsibilities of a member of the Audit Committee are in addition to those duties set out for a m ember of the Board of Directors.