0000889812-97-002700 Sample Contracts

EXHIBIT 1
Joint Filing Agreement • December 19th, 1997 • Network Fund Iii LTD • Motors & generators

The undersigned hereby agree that this statement on Schedule 13D with respect to the beneficial ownership of shares of Common Stock of AXSYS Technologies, Inc. is filed jointly, on behalf of each of them.

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EXHIBIT 2
Investment Advisory Agreement • December 19th, 1997 • Network Fund Iii LTD • Motors & generators
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