Amendment to Secured Promissory Note between Advanced Photonix, Inc. and Steven Williamson dated May 1, 2008

Summary

Advanced Photonix, Inc. and Steven Williamson have agreed to amend their existing Secured Promissory Note originally dated May 2, 2005. This amendment changes the payment schedule for the principal amount, specifying new annual installment amounts and dates, with the final payment due on the fourth anniversary of the original issuance date. All other terms of the original note, including the interest rate, remain unchanged. The amendment takes effect as of May 1, 2008.

EX-10.2 3 v112588_ex10-2.htm Unassociated Document

Exhibit 10.2

AMENDMENT (the “Amendment”) dated as of May 1, 2008 (the “Amendment Effective Date”) by and between ADVANCED PHOTONIX, INC., a Delaware corporation (the “Company”) and STEVEN WILLIAMSON, an individual (“Holder”) to that certain SECURED PROMISSORY NOTE (the “Note”) dated as of May 2, 2005.

The Company and Holder have agreed to amend and modify the Note in accordance with the terms and conditions hereinafter set forth. Unless otherwise defined herein, capitalized terms shall have the respective meanings assigned to them in the Note.

NOW, THEREFORE, in consideration of the foregoing, the parties, intending to be legally bound, hereby agree to replace in its entirety Section 1 of the Note as follows:

(1) PAYMENT OF PRINCIPAL. The Principal shall be payable in annual installments of THREE HUNDRED THIRTY THREE THOUSAND THREE HUNDRED THIRTY THREE DOLLARS ($333,333) on the first anniversary of the Issuance Date, THREE HUNDRED SIXTY SIX THOUSAND SIX HUNDRED SIXTY SEVEN DOLLARS ($366,667) on the second anniversary of the Issuance Date, SIX HUNDRED THOUSAND DOLLARS ($600,000) on December 1, 2008, and a final installment of SIX HUNDRED THIRTY THREE THOUSAND SIX HUNDRED SIXTY SEVEN DOLLARS ($633,667) on the fourth anniversary of the Issuance Date (the “Maturity Date”).

Except to the extent amended hereby, the Note remains in full force and effect in accordance with its terms and the Interest Rate (as defined in the Note) will continue to be paid at the rate prescribed in Section 2 of the Note. The terms and conditions of this Amendment shall be construed together with the terms of the Note as a single agreement, provided that, to the extent any terms and conditions of the Amendment are inconsistent with the terms and conditions of the Note, the terms and conditions of this Amendment shall govern.

IN WITNESS WHEREOF, this Amendment has been executed by the Parties as of the Amendment Effective Date.


	ADVANCED PHOTNIX, INC.

	By:	/S/ Richard D. Kurtz
		Richard D. Kurtz,
		Chief Executive Officer


	By:	/S/ Steven Williamson
		STEVEN WILLIAMSON