Agreement to Provide Additional Collateral

Exhibit  10.23

This Agreement is made as of June 28, 2007, by and between Anil K. Jain ("Jain"), Photonics International, Inc., an entity wholly owned by Jain ("Buyer"), APA Optronics (India) Private Limited, and APA Enterprises, Inc. ("APA").

1.           Photonics International, Inc. ("Buyer"), an entity wholly owned by Jain has entered into a Stock Purchase Agreement with APA for purchase from APA of all of APA's interest in APA Optronics (India) Private Limited.

2.           Buyer's payment obligations under the Stock Purchase Agreement are evidenced by a Promissory Note dated June 28, 2007 (the "Note").

3.           The Note is secured by the following agreements:

Guaranty by Jain

Stock Pledge Agreement from Jain (as grantor and co-trustee under

Revocable Trust dated 12/19/89)

Separation Payments Agreement Pledge from Jain

1.           Jain, Buyer, and APA Optronics (India) Private Limited hereby agree that if the value of the APA stock pledged under the Stock Pledge Agreement listed in Background Item 3 is less than $1/share for more than five trading days in any 30 day period, each of them will pledge additional collateral, acceptable in form and amount acceptable to APA in its sole discretion, to secure the obligations of Buyer to APA under the Stock Purchase Agreement and Note and to secure the obligations of Jain under his Guaranty.

2.           Jain, Buyer, and APA Optronics (India) Private Limited agree that failure to provide such additional collateral within five business days after demand by APA shall constitute a default under the Note, the Guaranty from Jain, and the Stock Pledge Agreement and Separation Payments Pledge Agreement.  This Agreement is deemed by the parties to be a part of the Note, the Guaranty, the Stock Pledge Agreement, and the Separation Payments Pledge Agreement.

 

 

/s/ Anil K. Jain			APA OPTRONICS (INDIA) PRIVATE LIMITED
Anil K. Jain, PhD
			By:	/s/ Anil K. Jain
				Anil K. Jain
			Its:	President
APA ENTERPRISES, INC.			PHOTONICS INTERNATIONAL, INC.
By:	/s/ Ronald G. Roth		By:	/s/ Anil K. Jain
	Ronald G. Roth			Anil K. Jain
Its:	Chairman		Its:	President