On January 28, 2009, Picometrix, LLC (the "Company"), a wholly-owned subsidiary of Advanced Photonix, Inc., executed an Amended and Restated Promissory Note (Line of Credit) (the "Note"), effective and dated January 26, 2009, promising to pay the Michigan Economic Development Corporation ("MEDC") the principal sum of up to $1,200,000. The Note was issued pursuant to that certain Loan Agreement dated September 15, 2005, a copy of which was filed with the Securities and Exchange Commission on a Form 8-K on September 16, 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 description of the Note is qualified in its entirety by reference to the copy of the Note filed herewith as Exhibit 10.1, which is incorporated herein by reference.

(d) Exhibits

Exhibit
Number     Exhibit

10.1       Amended and Restated Promissory Note dated January 28, 2009 by
           Picometrix, LLC.