AGREEMENT OF PURCHASE AND SALE

TABLE OF CONTENTS

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EXHIBITS:

A.            Legal Description

B.            Lease

C.            Form of Deed

D.            Form of Broker’s Lien Affidavit

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AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT OF PURCHASE AND SALE (“ Agreement ”), made as of March 15, 2007, by and between Speedring, LLC, a Delaware limited liability company, having an office at 6717 Alabama Highway 157, Cullman, Alabama (“ Seller ”), and The Hampshire Generational Fund LLC, a New Jersey limited liability company, having an office at 15 Maple Avenue, Morristown, New Jersey 07960 (“ Purchaser ”).

W I T N E S S E T H

1.                                        Agreement to Sell and Purchase; Description of Property.

Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, upon the terms and conditions hereinafter contained, all right, title and interest of Seller in and to: (i) that parcel of land located at 6717 Alabama Highway 157, in the City of Cullman, County of Cullman, State of Alabama, the legal description of which is attached hereto as Exhibit “A” (the “Land”); (ii) an industrial/office building, consisting of approximately one hundred twenty thousand square feet of space, constructed thereon (the “Building”); (iii) the land lying in the bed of any street, highway, road or avenue, opened or proposed, public or private, in front of or adjoining the Land, to the center line thereof, and (iv) the fixtures and equipment attached to the Building and used in the operation of the Building.

All of the above enumerated property, rights and interests to be sold to Purchaser pursuant to this Agreement are hereinafter sometimes collectively referred to as the “Property”.

2.                                        Exceptions to Title; Title Matters.

2.1           Subject to the provisions of this Section 2, Seller shall cause to be conveyed to Purchaser good and marketable title to the Property, insurable at regular rates by a title insurance company licensed to do business in the State of Alabama, subject only to the following exceptions (the “Permitted Exceptions”):

2.1.1            All presently existing and future liens for unpaid real estate taxes, municipal or governmental assessments, water and sewer charges, and assessments, not due and payable as of the date of the Closing.

2.1.2            All present and future zoning, building, environmental, sanitary, fire, safety and other laws, ordinances, codes, restrictions and regulations of all governmental and quasi-governmental authorities having jurisdiction with respect to the Property, including, without limitation, all zoning variances and special exceptions, if any (collectively, “Laws and Regulations”).

2.1.3            All covenants, restrictions and rights and all easements and agreements of record for the erection and/or maintenance of water, gas, steam, electric, telephone, sewer or other utility or communication pipelines, poles, wires, conduits or other like facilities, and appurtenances thereto, over, across and under the Property (collectively, “Rights”), provided that a title company licensed in the State of Alabama will insure that any violation thereof will not result in a forfeiture or reversion of title and further provided that such Rights do not prohibit or materially interfere with the current use of the Property.

2.1.4            Any state of facts (other than encroachments and boundary line disputes) which would be shown on or by an accurate current survey of the Property or physical inspection thereof (collectively, “Facts”), provided that a title company licensed in the State of Alabama will insure that any violation thereof will not result in the forfeiture or reversion of title and further provided that such Facts do not prohibit or materially interfere with the current use of the Property.

2.1.5            Standard printed exclusions contained in an A.L.T.A. Form B Owner’s Policy.

2.1.6            Any other matter not set forth above in this Section 2.1 which Purchaser waives or is deemed to waive pursuant to Section 2.2 hereof.

2.2           Promptly after the date of this Agreement, Purchaser shall cause title to the Property to be examined by General Land Abstract Co., Inc. (the “Title Company” or “Escrow Agent”), and the Title Company shall deliver copies of its title report for the Property (the “Title Report”) to Purchaser’s attorney.  Purchaser agrees that on or before the “Diligence Termination Date” (as hereinafter defined in Section 5.8), Purchaser or its attorney shall furnish to Seller’s attorney a writing (the “Title Report Objection Notice”) specifying any exceptions to title to the Property set forth in the Title Report which are not Permitted Exceptions and “subject to” which Purchaser does not agree to accept title.  Purchaser’s failure to deliver the Title Report Objection Notice to Seller on or before 5:00 PM Eastern Standard Time on the Diligence Termination Date, or to timely specify any such exceptions to title in the Title Report Objection Notice, shall, except with respect to the monetary liens described in the last sentence of Section 2.3 (which, pursuant to the provisions of said sentence, are required to be paid, discharged or removed of record), or requirements or exceptions that are customarily removed from a final policy by a standard title affidavit, constitute Purchaser’s irrevocable acceptance of the Title Report or of all exceptions in the Title Report which it did not so timely specify, and Purchaser shall be deemed to have unconditionally waived any right to object to such matters.  If, after giving the Title Report Objection Notice to Seller, Purchaser learns, through continuation reports or other written evidence, of any title defect(s) which first affected the Property subsequent to the date of the Title Report and which are not Permitted Exceptions and “subject to” which Purchaser does not agree to accept title, Purchaser shall give written notice thereof to Seller promptly after the date Purchaser

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learns of same.  In the event that the Title Company shall insure fee simple title to the Property, at regular insurance rates, without additional exceptions to title other than Permitted Exceptions or as otherwise permitted hereunder, Seller shall have satisfied the requirements of this Agreement as to the state of title to the Property.  In addition, in the event Seller is able to supply Purchaser with a fee title insurance policy insuring fee simple title to the Property, at regular rates, without additional exceptions to title other than Permitted Exceptions or as otherwise permitted hereunder, whether issued by the Title Company or any other title insurance company licensed to do business in the State of New Hampshire, Seller shall have satisfied the requirements of this Agreement as to the state of title to the Property; provided, however, that any such alternative title insurance company is consented to by Purchaser’s counsel, which consent shall not be unreasonably withheld, conditioned or delayed.  TIME IS OF THE ESSENCE with respect to all time periods set forth in this Section 2.2.

2.3           Within fifteen (15) days of receipt of the Title Objection Notice, or subsequent notice following a continuation notice, Seller shall notify Purchaser either that (i) Seller will not cure the title defects raised in the Title Objection Notice (or subsequent notice), or (ii) Seller will use best efforts to cure the title defects raised in the Title Objection Notice (or subsequent notice) in accordance with the provisions of this Section 2.  Seller shall be entitled to one (1) or more adjournments of the Closing, for a period not to exceed ninety (90) days in the aggregate, to enable Seller to remove any non-conforming title objections.  If Seller elects to adjourn the Closing as provided above, this Agreement shall remain in effect for the period or periods of adjournment, in accordance with its terms.  Seller shall not be required to take or bring any action or proceeding or any other steps to remove any defect in or objection to title or to expend any moneys therefor, nor shall Purchaser have any right of action against Seller therefor, at law or in equity, except that Seller shall, on or prior to the Closing, pay, discharge or remove of record or cause to be paid, discharged or removed of record at Seller’s sole cost and expense all consensual monetary liens, judgments and mechanic’s liens (other than Permitted Exceptions) encumbering the Property, which are in liquidated amounts and which may be satisfied by the payment of money (including the preparation or filing of appropriate satisfaction instruments in connection therewith).  If Seller notifies Purchaser that Seller will not cure the title defects raised in the Title Objection Notice (or subsequent notice) or if Seller is unable to remove any objections after expiration of the foregoing adjournment period, Purchaser shall have the right to terminate this Agreement by providing written notice thereof to Seller.  In the event this Agreement is terminated pursuant to this Article 2, Purchaser shall be entitled to the return of the Downpayment, together with interest thereon, and this Agreement shall be of no further force and effect, except for provisions hereof which expressly survive such termination.

2.4           Notwithstanding anything in Section 2.3 above to the contrary, Purchaser may at any time accept such title as Seller can convey, without reduction of the Purchase Price (as hereinafter defined) or any credit or allowance on account thereof or any claim

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against Seller.  The acceptance of the Deed (as hereinafter defined) by Purchaser shall be deemed to be full performance of, and discharge of, every agreement and obligation on Seller’s part to be performed under this Agreement, except for such matters which are expressly stated in this Agreement to survive the Closing.

2.5           If the Property shall, at the time of the Closing, be subject to any liens such as for judgments or transfer, inheritance, estate, franchise, license or other similar taxes or any encumbrances or other title exceptions which Purchaser objected to, Seller shall be deemed to satisfy Purchaser’s objection to title regarding such items provided that, at the time of the Closing, Seller delivers certified or official bank checks at the Closing in the amount required to satisfy the same and delivers to Purchaser and/or the Title Company at the Closing instruments in recordable form (and otherwise in form reasonably satisfactory to the Title Company in order to omit the same as an exception to its title policy) sufficient to satisfy and discharge of record such liens and encumbrances together with the cost of recording or filing such instruments, provided that such recordable discharges shall not be required from institutional mortgagees that have provided payoff letters if the Title Company shall otherwise issue or bind itself to issue a policy which shall omit such liens.

3.                                        Purchase Price and Payment; Escrow Agent.

3.1           The purchase price payable by Purchaser to Seller for the Property is THREE MILLION SIX HUNDRED NINETY-FIVE THOUSAND AND 00/100 DOLLARS ($3,695,000.00) subject to such apportionments, adjustments and credits as are provided herein (the “Purchase Price”).

3.2                                  The Purchase Price shall be payable as follows:

3.2.1            Simultaneously with the execution and delivery of this Agreement by Purchaser, ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000.00) (the “Downpayment”), by federal funds wire transfer or bank check drawn on a member bank of the New York Clearinghouse Association, payable to the order of Escrow Agent.  The Downpayment shall be held by Escrow Agent and disbursed in accordance with the terms and conditions of this Agreement.  Any interest earned on the Downpayment shall be deemed to be part of the Downpayment and shall be paid together with the principal portion of the Downpayment, it being understood and agreed that any interest earned on the Downpayment shall be credited against the Purchase Price upon the Closing.

3.2.2            The balance of the Purchase Price shall be paid to Seller on the date of the Closing, subject to the apportionments, adjustments and credits as are provided herein, simultaneously with the delivery of the Deed, by federal funds wire transfer of immediately available funds to an account at such bank or banks as shall be designated by Seller by written notice to Purchaser and Escrow Agent.

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3.3           Whenever in this Agreement Purchaser is entitled to a return of the Downpayment, Purchaser shall be entitled to the return of the Downpayment, together with all interest earned thereon.  Whenever in this Agreement Seller is entitled to retain the Downpayment, Seller shall be entitled to the Downpayment, together with all interest earned thereon.  The Downpayment shall be held in an interest bearing account.

3.4           If for any reason the Closing does not occur, the Escrow Agent shall deliver the Downpayment to Seller or Purchaser only upon receipt of a written demand therefor from such party, subject to the following provisions.  If for any reason the Closing does not occur and either party makes written demand upon the Escrow Agent for the payment of the Downpayment, the Escrow Agent shall give written notice to the other party of such demand.  If the Escrow Agent does not receive a written objection from the other party to the proposed payment within ten (10) days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment.  If the Escrow Agent does receive such written objection within such period, the Escrow Agent shall continue to hold such amount until otherwise directed by written instructions signed by Seller and Purchaser or a final judgment of a court.  The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and that the Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its negligent acts.  Seller and Purchaser shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with the performance of the Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in bad faith, in disregard of this Agreement or involving negligence on the part of the Escrow Agent.  Notwithstanding the foregoing, in the event Purchaser elects to terminate this Agreement in accordance with Section 5.8 hereof, the Escrow Agent shall promptly refund the Downpayment to Purchaser, without awaiting the objection period set forth above, provided that Purchaser simultaneously deliver written notice terminating this Agreement to both Seller and the Escrow Agent on or before the Diligence Termination Date in accordance with Section 5.8 hereof.

3.5           The Escrow Agent is designated the “real estate reporting person” for purposes of Section 6045 of Title 26 of the United States Code and Treasury Regulation 1.6045-4 and any instruments or settlement statement prepared by the Escrow Agent shall so provide.  Upon the consummation of the transaction contemplated by this Agreement, the Escrow Agent shall file a Form 1099 information return and send the statement to Seller as required under the above-referenced statute and regulation.

3.6           The Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to confirm that the Escrow Agent shall hold the

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Downpayment in escrow and shall disburse the Downpayment pursuant to the provisions hereof.

3.7           Purchaser expressly agrees and acknowledges that Purchaser’s obligations hereunder are not in any way conditioned upon or qualified by Purchaser’s ability to obtain financing of any type or nature whatsoever (i.e., whether by way of debt financing or equity investment, or otherwise) or otherwise conditioned upon any other matter or thing whatsoever not specifically provided for herein.

4.                                        Closing.

4.1           The closing of the transaction contemplated hereby (the “Closing”) shall occur at 10:00 AM Eastern Standard Time on the date that is not later than thirty (30) days following the Diligence Termination Date on a Business Day, provided that the Closing shall not occur until two (2) full business days after Seller and Purchaser have delivered all closing documents to Escrow Agent, and all other conditions to Closing have been satisfied or waived by Purchaser (such date, as the same may be adjourned in accordance with the provisions of this Agreement being herein referred to as the “Closing Date”).  The term “Business Day” means any day of the year except a Saturday, Sunday or legal holiday for banks in New York City.  If the closing has not occurred as of the foregoing date, then either party shall have the right to make time of the essence upon ten (10) days’ notice to the other party.  At the Closing, Seller shall deliver possession of the Property to Purchaser, free and clear of any tenancies or occupants, subject only to the Lease.

4.2           The Closing shall occur through an escrow closing arrangement pursuant to escrow instructions delivered separately by Seller and Purchaser or jointly by Seller and Purchaser to the Escrow Agent on or before the Closing Date.  Seller shall make its deliveries into escrow in accordance with Section 8.1 hereof and such escrow instructions and Purchaser shall make its deliveries into escrow in accordance with Section 8.2 hereof and such closing instructions.

4.3           Notwithstanding anything to the contrary contained herein, Seller and Purchaser acknowledge and agree that the Closing hereunder shall occur simultaneously with the closing under that certain Agreement of Purchase and Sale, dated as of the date hereof, by and between Axsys Technologies IR Systems, Inc., as seller, and The Hampshire Generational Fund LLC, as purchaser, for the purchase and sale of certain real property commonly known as 24 Simon Street, Nashua, New Hampshire (the “New Hampshire Agreement”).  In the event the closing under the New Hampshire Agreement is adjourned pursuant to its terms, the Closing Date hereunder shall be similarly adjourned to allow for a simultaneous closing of the transactions contemplated hereunder and the transactions contemplated under the New Hampshire Agreement.

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5.                                        As Is.

5.1           Purchaser is purchasing the Property in its now existing condition (subject to normal wear and tear and loss or damage by fire, other casualty and condemnation [to the extent provided herein], between the date hereof and the Closing) “AS IS, WHERE IS, AND WITH ALL FAULTS” with respect to all facts, circumstances, conditions and defects, and Seller has no obligation to determine or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same.  Seller has specifically bargained for the assumption by Purchaser of all responsibility to investigate the Property, Laws and Regulations, Rights, Facts, compliance with Environmental Laws (as defined in Section 5.3 hereof), the environmental condition of the Property, including the presence of Hazardous Materials (as defined in Section 5.3 hereof), and violations of any of the foregoing, and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereof.  Purchaser hereby covenants and represents that upon the expiration of the Diligence Period, Purchaser shall have either (i) terminated this Agreement by notice to Seller pursuant to Section 5.8 hereof, or (ii) undertaken and completed all such investigations of the Property, Laws and Regulations, Rights, Facts, compliance with Environmental Laws, the environmental condition of the Property, including the presence of Hazardous Materials, and violations of any of the foregoing as Purchaser shall have deemed necessary or appropriate under the circumstances as to the status thereof and based upon same, Purchaser is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel and officers and Purchaser is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property.  Except as is otherwise expressly set forth in this Agreement to the contrary, Seller agrees to cause the Building to be maintained between the date hereof and the Closing in at least as good a condition as it was in as of the date hereof, normal wear and tear and loss or damage by fire, other casualty and condemnation (to the extent provided herein) excepted.

5.2           Seller hereby disclaims all warranties of any kind or nature whatsoever (including warranties of habitability and fitness for particular purposes), whether expressed or implied, including, without limitation, warranties with respect to the Property.  Purchaser acknowledges that it is not relying upon any representation of any kind or nature made by Seller, or of any broker, or any of their respective direct or indirect members, partners, shareholders, officers, directors, employees or agents (collectively, the “Seller Related Parties”) with respect to the Property, and that, in fact, no such representations were made except as may be otherwise expressly set forth in this Agreement.

5.3           Seller makes no warranty with respect to: (i) the environmental condition of the Property, including, without limitation, the presence of Hazardous Materials in the Building, or on, at, above or beneath the Property (or any parcel or land in proximity

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thereto); or (ii) compliance with or violations of any Environmental Laws.  The term “Hazardous Materials” shall mean (a) those substances included within the definitions of any one or more of the terms “hazardous materials”, “hazardous wastes”, “hazardous substances”, “industrial wastes”, and “toxic pollutants”, as such terms are defined under the Environmental Laws, or any of them, (b) petroleum and petroleum products, including, without limitation, crude oil and any fractions thereof, (c) natural gas, synthetic gas and any mixtures thereof, (d) asbestos, whether friable or non-friable, (e) polychlorinated biphenyl (“PCBs”) or PCB containing materials or fluids, (f) radon, (g) any other hazardous or radioactive substance, material, pollutant, contaminant or waste, and (h) any other substance with respect to which any Environmental Law (as hereinafter defined) or governmental or quasi-governmental authority requires environmental investigation, monitoring or remediation.  The term “Environmental Laws” shall mean all federal, state and local laws, statutes, ordinances, regulations and common law, now or hereafter in effect, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. §§ 9601 et seq.), the Hazardous Material Transportation Act, as amended (49 U.S.C. §§ 1801 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. §§ 136 et seq .), the Resource Conservation and Recovery Act, as amended (42 U.S. §§ 6901 et seq .), the Toxic Substance Control Act, as amended (15 U.S.C. §§ 2601 et seq .), the Clean Air Act, as amended (42 U.S.C. §§ 7401 et seq .), the Federal Water Pollution Control Act, as amended (33 U.S.C. §§ 1251 et seq .), the Occupational Safety and Health Act, as amended (29 U.S.C. §§ 651 et seq .), the Safe Drinking Water Act, as amended (42 U.S.C. §§ 300f et seq .), and the regulations promulgated thereunder, in each case as amended or supplemented from time to time, including, without limitation, all applicable judicial or administrative orders, applicable consent decrees and binding judgments relating to the regulation and protection of human health, safety, the environment and natural resources (including, without limitation, ambient air, surface, water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation).

5.4           Purchaser shall rely solely upon Purchaser’s own knowledge of the Property based on its investigation of the Property and its own inspection of the Property in determining the Property’s physical condition.  Seller hereby grants to Purchaser the right to conduct an investigation of the physical condition and state of repair of the Property, the operation thereof, zoning, building, use, environmental, health, safety, Laws and Regulations, Rights, Facts, violations of any of the foregoing, and any other matters affecting or relating to the Property as Purchaser deems necessary (the “Diligence Review”).  As part of Purchaser’s Diligence Review, Purchaser shall have right to undertake a phase I environmental assessment, as that term is defined by the American Society for Testing and Materials (“ASTM”), of the Property (a “Phase I”).  Purchaser shall not have the right to conduct any intrusive soil, sediment, water, groundwater or building material sampling (a “Phase II”) on, at, above or beneath the Property except and to the extent (i) the Phase I reasonably recommends such Phase II in connection with Recognized Environmental Conditions, as that term is defined in the ASTM Standards

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E1527-05, at the Property, and (ii) Seller approves in writing, at its sole discretion, such Phase II.  Subject to the provisions of Sections 5.5 and 5.6 hereof, Purchaser and Purchaser’s appropriate representatives shall be afforded access to the Property, during normal business hours and on reasonable advance written notice to Seller, for the purpose of conducting the Diligence Review; provided, however, that neither Purchaser nor Purchaser’s representatives shall unreasonably interfere with the business operations of Seller, nor shall they cause any damage or make any alterations to the Property.  Purchaser agrees to indemnify, defend and hold harmless Seller from and against all loss, expense (including reasonable counsel, consultant and expert fees), damage and liability resulting from injury to persons or property caused by Purchaser, its representatives, or their respective employees, agents or contractors, in the conduct of such investigation.  Subject to the provisions of Sections 5.5 and 5.6 hereof, on or before the date of this Agreement , Seller has delivered to Purchaser environmental and wetlands reports, if any; copies of any material agreements affecting the Property; and copies of any notices from government authorities alleging violations of Laws and Regulations.  Seller represents to Purchaser that, to the best knowledge of Seller, Seller has delivered to Purchaser all such documents in the possession and control of Seller as of the date of this Agreement.  For purposes of the preceding sentence, “to the best knowledge of Seller” shall mean to the actual knowledge of Martyn Acreman, General Manager of Seller, without any duty of inquiry or investigation, other than a reasonable review by such person of Seller’s files relating to the Property which are maintained by or under the direction of such person.  In addition, during the Diligence Period, subject to the provisions of Sections 5.5 and 5.6 hereof, Purchaser shall be afforded access to all other material documents relating to the Property in the possession and control of Seller (other than documents subject to the attorney-client privilege), including, without limitation, all material documents relating to the physical condition and state of repair of the Property, the operation thereof, zoning, building, use, environmental, health, safety, Laws and Regulations, Rights, Facts, violations of any of the foregoing, reasonably requested by Purchaser in connection with the Diligence Review, for inspection and copying, at the location of such documents at the Property or at the offices of Seller’s counsel, Cole, Schotz, Meisel, Forman & Leonard, P.A., during normal business hours and at a time reasonably convenient to Seller, upon not less than three (3) Business Days prior written notice to Seller, specifying the category of documents to be reviewed.  Seller represents to Purchaser that Seller will provide Purchaser, to the best knowledge of Seller, with access to all such documents in the possession and control of Seller at the time Purchaser requests to review same.  For purposes of the preceding sentence, “to the best knowledge of Seller” shall mean to the actual knowledge of Martyn Acreman, General Manager of Seller, without any duty of inquiry or investigation, other than a reasonable review by such person of Seller’s files relating to the Property which are maintained by or under the direction of such person.  All such documents shall be kept in confidence pursuant to the provisions of Sections 5.5 and 5.6 hereof, and not disclosed to any other party other than Purchaser’s consultants, lenders, and investors (unless disclosure to such parties is prohibited by Federal Laws (as hereinafter defined)), provided that such parties agree in writing to keep

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same in confidence, or as required by law, and upon the termination of this Agreement prior to Closing for any reason, Purchaser shall promptly return such records without retaining any copies or electronic images thereof.  In addition, Seller shall make a management employee of Seller with knowledge of the past and present operations at the Property available to Purchaser for interview in connection with Purchaser’s Diligence Review.  The provisions of this Section 5.4 shall survive the termination of this Agreement or the Closing Date and shall not be deemed to have merged into any of the documents executed or delivered at the Closing.

5.5           Purchaser acknowledges that Seller maintains Confidential Information (as hereinafter defined) at the Property.  Purchaser agrees that in entering the Property pursuant to this Section 5 or otherwise, Purchaser shall comply with measures required by Seller to protect such Confidential Information, including any limitations imposed by Seller with respect to access to any portion of the Property pursuant to Section 5.6 hereof.  Purchaser agrees that Purchaser shall not disclose to any third party any Confi