On May 29, 2009, Advanced Photonix, Inc. (the "Company") executed a First Amendment to Loan Agreement (the "Amendment") with The PrivateBank and Trust Company (the "Bank"), effective as of March 31, 2009, which amended that certain Loan Agreement (the "Agreement"), dated September 25, 2008, between the Company and the Bank.

As amended, the Agreement requires the Company to maintain a minimum debt service coverage ratio of 1.00:1.00 (through June 30, 2009), 1.25:1.00 (through September 30, 2009) and 1.50:1.00 (on or after December 31, 2009). Furthermore, under the Agreement, as amended, the Company must maintain lower levels of adjusted EBITDA and base net worth than were originally required.

The description of the Amendment is qualified in its entirety by reference to the copy of the document filed herewith as Exhibit 10.1, which is incorporated herein by reference.

(d) Exhibits

Exhibit
Number    Exhibit

10.1      First Amendment to Loan Agreement dated May 29, 2009
          between Advanced Photonix, Inc. and The PrivateBank
          and Trust Company.