Exhibit 10
----------
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
The undersigned hereby acknowledge and agree that the foregoing
Amendment No. 3 to the statement on Schedule 13D, executed in accordance with
and pursuant to the power of attorney set forth below or otherwise, is filed on
behalf of each of us executing such documents, by power of attorney or
otherwise, and that all subsequent amendments to this statement on Schedule 13D
shall be filed on behalf of each of the undersigned by a single joint filing
pursuant to Paragraph (k) of Rule 13d-1 of the Securities Exchange Act of ▇▇▇▇
(▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇").
The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning it contained therein, but shall not be responsible for
the completeness and accuracy of the information concerning the others, except
to the extent it knows or has reason to believe that such information is
inaccurate.
Each person whose signature appears below hereby constitutes and
appoints ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ his true and lawful attorney-in-fact and agent, for
him and in name, place and stead, in any and all capacities, to sign any and all
filings on Schedule 13D under the Exchange Act, and any amendment thereto,
relating to the securities of AXSYS TECHNOLOGIES, INC., and to file the same
with the Securities and Exchange Commission, and hereby grants to such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do, hereby ratifying and confirming all that such
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof
in connection with such filings.
This agreement may be executed in any number of counterparts and all
of such counterparts taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have caused this Joint Filing
Agreement and Power of Attorney to be duly executed and delivered as of the 23rd
day of November, 1998
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
SWB Holding Corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President