VOTING AGREEMENT

Exhibit 10.1

EXECUTION COPY

VOTING AGREEMENT

by and among

STEPHEN W. BERSHAD,

SWB HOLDING CORPORATION,

GENERAL DYNAMICS ADVANCED INFORMATION SYSTEMS, INC.

and

VISION MERGER SUB, INC.

dated as of

June 4, 2009

TABLE OF CONTENTS

VOTING AGREEMENT

     This VOTING AGREEMENT, dated as of June 4, 2009 (this “ Agreement ”), is by and among General Dynamics Advanced Information Systems, Inc., a Delaware corporation (“ Parent ”), Vision Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”), and the undersigned stockholders (each a “ Stockholder ” and collectively, the “ Stockholders ”) of Axsys Technologies, Inc., a Delaware corporation (the " Company ”).

     WHEREAS, Parent, Merger Sub and the Company have entered into an Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time, the “ Merger Agreement ”), which provides, among other things, that, upon the terms and subject to the conditions therein, Merger Sub will merge with and into the Company (the “ Merger ”), and as a result of the Merger, the Company will become an indirect, wholly-owned subsidiary of Guarantor; and

     WHEREAS, each Stockholder acknowledges that, as a condition to the willingness of Parent and Merger Sub to enter into the Merger Agreement (and for Guarantor to perform its obligations thereunder), Guarantor, Parent and Merger Sub have requested that each Stockholder agree, and in order to induce Guarantor, Parent and Merger Sub to enter into the Merger Agreement, each Stockholder has agreed, to enter into this Agreement.

     NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions set forth herein, the parties hereto hereby agree as follows:

ARTICLE 1

     1.01 Certain Definitions . Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

     1.02 Representations and Warranties of the Stockholders . Each Stockholder represents and warrants to Parent and Merger Sub as follows:

          (a) The Stockholder (i) is the sole record or beneficial owner, except for the Shares held of record by HoldCo (as defined below), which are also beneficially owned by Bershad (as defined below) (the term “beneficial owner” shall be as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), which meaning will apply to all uses of the term “beneficial owner” (or any variation thereof) contained in this Agreement), of, and has good title to, the shares of Company Common Stock identified as being held by such Stockholder on Annex A hereto (all such shares of Company Common Stock, including any restricted shares of Company Common Stock owned by such Stockholder, being hereinafter referred to as the “ Shares ” of such Stockholder), free and clear of any Liens or voting agreements and commitments of every kind (including any restriction on the right to vote, sell or otherwise dispose of its Shares), except as set forth in this Agreement and (ii) holds stock options identified as being held by such Stockholder (the “ Options ”) to acquire the number of shares of Company Common Stock as set forth on Annex A hereto.

          (b) Other than its Options (if applicable), its Shares constitute all of the securities (as defined in Section 3(10) of the Exchange Act, which definition will apply to all uses of the term “securities” contained in this Agreement) of the Company owned beneficially or otherwise, directly or indirectly, by the Stockholder (excluding (i) any securities beneficially owned by any of its affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act, which definitions will apply to all uses of the terms “affiliates” and “associates,” respectively, contained in this Agreement) as to which it does not have voting or investment power and (ii) the Shares and Options (if applicable) owned by the other Stockholder).

          (c) Except for its Shares, its Options (if applicable) and the Shares and Options (if applicable) owned by the other Stockholder, the Stockholder does not, directly or indirectly, beneficially own or have any option, warrant, or other Rights to acquire any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is the Stockholder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement, that obligates it to vote or acquire any securities of the Company. The Stockholder holds sole and exclusive power to vote the Shares and has not granted any proxy to any other Person to vote the Shares, subject to the limitations set forth in this Agreement.

          (d) (i) Stephen W. Bershad (“ Bershad ”) owns, directly or indirectly, all the outstanding capital stock and equity of SWB Holding Corporation, a Delaware corporation (“ HoldCo ”); (ii) no capital stock or equity of HoldCo is or may become required to be issued (other than to Bershad) by reason of any security or otherwise; (iii) there are no contracts, commitments, understandings or arrangements by which HoldCo is bound to sell or otherwise transfer any capital stock or equity of HoldCo (other than to Bershad); (iv) there are no contracts, commitments, understandings or arrangements relating to Bershad’s right to vote or to dispose of the capital stock or equity of HoldCo; (v) all the capital stock and equity interests of HoldCo (A) have been duly authorized and are validly issued and outstanding, fully paid and nonassessable and not subject to or issued in violation of any preemptive right, purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, HoldCo’s Constituent Documents or any contract or commitment to which HoldCo is a party or otherwise bound, and (B) were issued in material compliance with all applicable Laws, including federal and state securities laws; (vi) Bershad is the sole director and officer of HoldCo; and (vii) Bershad exclusively controls HoldCo.

          (e) The Stockholder has the legal capacity or power and authority, as the case may be, to execute, deliver and perform its obligations under, and has duly executed and delivered, this Agreement. This Agreement is the Stockholder’s valid and legally binding obligation, enforceable against the Stockholder in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). If the Stockholder is married and the Shares constitute community property, then this Agreement (including the granting of the irrevocable proxy as provided for in Section 3.02 ) has been duly authorized, executed and delivered by, and

constitutes a valid and binding agreement of, such Stockholder’s spouse, enforceable against such person in accordance with its terms.

          (f) No consents, authorizations or approvals of, or filings or registrations with, or notifications to, any Governmental Authority or with any third party are required to be made or obtained by the Stockholder in connection with the execution, delivery or performance by the Stockholder of this Agreement or the transactions contemplated hereby.

          (g) The execution, delivery and performance of this Agreement by the Stockholder does not and will not constitute (i) a violation of any Law to which the Stockholder or any of the Stockholder’s properties (including the Shares) is subject or bound or (ii) a breach or violation of, or a default under, or conflict with, (A) the Constituent Documents of the Company or any of its Subsidiaries or (B) the Constituent Documents of such Stockholder, if applicable.

          (h) There is no suit, claim, action, charge or proceeding (including any arbitration proceeding or dispute resolution proceeding) pending or, to the knowledge of the Stockholder (after reasonably inquiry), threatened that, individually or in the aggregate, has impaired, or would reasonably be expected to impair, the ability of the Stockholder to perform its obligations under this Agreement or consummate the transactions contemplated hereby.

     1.03 Representations and Warranties of Parent and Merger Sub . Parent and Merger Sub represent and warrant to each Stockholder as follows:

          (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.

          (b) Each of Parent and Merger Sub has the corporate power and authority to execute, deliver and perform its obligations under this Agreement. Each of Parent and Merger Sub has duly authorized, executed and delivered this Agreement. This Agreement has been duly authorized by all necessary corporate action of each of Parent and Merger Sub. This Agreement is each of Parent’s and Merger Sub’s valid and legally binding obligation, enforceable against each of them in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles).

ARTICLE 2

     2.01 Transfer of the Shares . During the term of this Agreement, except as otherwise provided herein, each Stockholder will not, directly or indirectly, (a) tender into any tender or exchange offer or otherwise sell, transfer (including transfer by merger, testamentary or intestate succession, interspousal disposition pursuant to a domestic relations proceeding or otherwise by operation of Law), pledge, hypothecate, assign, gift, constructively sell or otherwise dispose of, or encumber with any Lien, or permit or suffer the encumbrance of any Lien on, any of its Shares (or any economic, voting or other direct or indirect right, title or interest therein), including, in each case, by operation of Law, (b) deposit its Shares into a voting trust, enter into any other voting agreement or arrangement with respect to its Shares or grant any proxy, power of attorney

or other authorization or consent in or with respect to its Shares (other than to the other Stockholder), (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, hypothecation, assignment, gift, constructive sale, or other disposition of, or encumbrance with any Lien on, any interest in or the voting of any shares of Company Common Stock or any other securities of the Company (or any economic, voting or other direct or indirect right, title or interest therein), or any Rights with respect thereto, (d) take any other action which would, or could reasonably be expected to, result in a diminution of the voting power represented by its Shares or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereunder or (e) offer, commit or agree to take any of the foregoing actions. Any purported action by a Stockholder in violation of this Section 2.01 shall be null and void.

     2.02 Adjustments .

          (a) In the event (i) of any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock or other securities of the Company on, of or affecting the Shares or the like or any other action that would have the effect of changing a Stockholder’s ownership of Company Common Stock or other securities of the Company or (ii) a Stockholder becomes the beneficial owner of any additional shares of Company Common Stock or other securities of the Company that entitle such Stockholder to vote on the matters contemplated herein (including pursuant to any exercise or conversion of any Rights, including any Company Stock Options or Company Stock-Based Awards), then the terms of this Agreement will apply to the shares of capital stock held by such Stockholder immediately following the effectiveness of the events described in clause (i) or such Stockholder becoming the beneficial owner thereof as described in clause (ii), and shall be deemed to be “Shares” with respect to such Stockholder for all purposes hereunder.

          (b) Each Stockholder hereby agrees, while this Agreem