As disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2005, in connection with the Company's acquisition of Picometrix, Inc. on May 2, 2005, we entered into four-year secured promissory notes (the "Notes") payable to Robin Risser and Steven Williamson, the stockholders of Picometrix. The Notes were payable in four annual installments and bear interest at the annual rate of prime plus 1.0%. As disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2008, the notes were amended on May 1, 2008, to extend the due date for the third installment under each of the Notes (in the aggregate amount of $900,000) to December 1, 2008 (the "First Amendment"). On November 26, 2008, the Company and Messrs. Risser and Williamson further amended the Notes (the "Second Amendments") to provide that the $1,850,500 aggregate principal balance of the Notes would be payable in three installments as follows:

December 1, 2008 $450,000 April 1, 2009 $450,000 November 2, 2009 $950,500

Prior to entering into the Second Amendments, the transaction was reviewed and approved by the Company's Audit Committee pursuant to the Company's policies relating to the review and approval of related party transactions since Mr. Risser currently serves as the Company's Chief Financial Officer and Mr. Williamson currently serves as the Company's Chief Technology Officer.

This summary of the Second Amendments does not purport to be complete and is subject to, and is qualified in its entirety by, reference to all of the provisions of the Notes, copies of which were filed with the Company's Current Report on Form 8-K filed on May 6, 2005, the provisions of the First Amendments, copies of which were filed with the Company's Current Report on Form 8-K filed on May 2, 2008, and the provisions of the Second Amendments, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2 and incorporated by reference herein.

(d) Exhibits

Exhibit   Exhibit
Number

10.1      Second Amendment dated November 26, 2008 to Secured
          Promissory Note dated May 2, 2005 by and between
          Advanced Photonix, Inc. and Robin Risser.



10.2      Second Amendment dated November 26, 2008 to Secured
          Promissory Note dated May 2, 2005 by and between
          Advanced Photonix, Inc. and Steven Williamson.