Exhibit 10.1

October 21, 2009

Mr. Michael J. Ferrantino, Jr.
12 Martingale Lane
Andover, MA  01810

Dear Michael:

This letter will confirm the agreement between Valpey-Fisher Corporation (the “Company”) and you concerning amounts payable to you as severance in the event of a change in control of the Company prior to December 31, 2010.

In the event of a change in control of Valpey-Fisher prior to December 31, 2010, you will be paid a 2x annual base salary as severance in the event you are not offered a position of President and Chief Executive Officer of the new control entity.

For the purposes of this letter, a change in control of the Company shall occur:

a)  if any “Person”, as such