On October 24, 2008, Picometrix, LLC (the "Company"), a wholly-owned subsidiary of Advanced Photonix, Inc., executed a Second Amended and Restated Promissory Note ("Note"), effective and dated September 23, 2008, promising to pay the Michigan Economic Development Corporation ("MEDC") the principal sum of $1,024,526. The Note was issued pursuant to that certain Convertible Loan Agreement ("Loan Agreement), dated September 15, 2004, between the Company and MEDC, as amended on December 2, 2004 and March 17, 2005.

As amended, the Note provides that the Company shall have no obligation to make any payment of principal or accrued interest until October 1, 2009 and provides that amortized principal and accrued interest shall be paid commencing on October 1, 2009 and on the first business day of each of the following thirty-five months; interest shall accrue on the restated principal after each such payment. The outstanding balance of the Note bears interest at a per annum rate of 7%.

The descriptions of the above documents are qualified in their entirety by reference to the copies of the documents filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4, which are each incorporated herein by reference.

(d) Exhibits

Exhibit
Number    Exhibit

10.1      Second Amended and Restated Promissory Note dated
          September 23, 2008 by Picometrix, LLC.

10.2      Convertible Loan Agreement dated September 15, 2004
          between Picometrix, LLC and the Michigan Economic
          Development Corporation.

10.3      First Amendment to Convertible Loan Agreement dated
          December 2, 2004 between Picometrix, LLC and the
          Michigan Economic Development Corporation.

10.4      Second Amendment to Convertible Loan Agreement dated
          March 17, 2005 between Picometrix, LLC and the
          Michigan Economic Development Corporation.