In connection with the Company's acquisition of Picometrix, Inc. on May 2, 2005, we issued four-year secured promissory notes (the "Notes") payable to Robin Risser and Steven Williamson, the stockholders of Picometrix. The Notes bear interest at the annual rate of prime plus 1.0%. On April 1, 2009, the Company and Messrs. Risser and Williamson entered into third amendments to the Notes (the "Third Amendments"). Prior to the effective date of the Third Amendments, the Notes were payable in five installments, of which three installments had been paid, the fourth installment (in the aggregate principal amount of $450,000) was payable on April 1, 2009 and the fifth installment (in the aggregate principal amount of $950,500) was payable on December 1, 2009. The Third Amendments revise the payment schedule for the fourth and fifth installments as follows:

December 1, 2009 $ 450,000 March 1, 2010 $ 950,500

Prior to entering into the Third 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 Third 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, the provisions of the Second Amendments, copies of which were filed with the Company's Current Report on Form 8-K filed on December 1, 2008 and the provisions of the Third 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 Number Exhibit

10.1           Third Amendment dated April 1, 2009 to Secured Promissory Note dated
               May 2, 2005 by and between Advanced Photonix, Inc. and Robin Risser.



10.2      Third Amendment dated April 1, 2009 to Secured
          Promissory Note dated May 2, 2005 by and between
          Advanced Photonix, Inc. and Steven Williamson.