EXHIBIT 4.8

                          COMMON STOCK PURCHASE WARRANT

                               To Purchase 175,000
                            Shares of Common Stock of

                                APA OPTICS, INC.


     THIS  CERTIFIES THAT Peter Lee (the "Holder"), or his permitted assigns, is
entitled  to  subscribe  to  and  purchase  from  APA  Optics, Inc., a Minnesota
corporation  (the  "Company"),  at any time on or after April 1, 2003 until 5:00
p.m.  Minneapolis,  Minnesota  time  on  March  31, 2008, 175,000 fully paid and
nonassessable shares of the Company's Common Stock, $.01 par value (the "Warrant
Shares"),  at  the  price  of  $3.00  per  share (the "Warrant Exercise Price"),
subject  to  adjustment  as  hereinafter  indicated.

     This Warrant is subject to the following provisions, terms, and conditions:

     1.     Exercise  and  Transferability.
            ------------------------------

            (a)   The rights represented by this Warrant may be exercised by the
     holder hereof, in whole or in part (but not as to fewer than 100 shares of
     Common Stock), by written notice of exercise delivered to the Company and
     by the surrender of this Warrant (properly endorsed if required) at the
     principal office of the Company and (i) payment to it by cash or certified
     or cashier's check of the Warrant Exercise Price for the Warrant Shares
     being purchased or (ii) delivery of the Conversion Notice in accordance
     with Section 10 hereof.

            (b)   This Warrant may not be transferred, except by will, pursuant
     to the operation of law, or in compliance with the provisions of Section 9
     hereof.

     2.     Issuance of the Warrant Shares.  The Company agrees that the Warrant
            ------------------------------
Shares  purchased  hereby  shall  be  and  are deemed to be issued to the record
holder  hereof  as  of  the  close of business on the date on which this Warrant
shall  have  been  surrendered  and  payment  made  for  the  Warrant  Shares as
aforesaid.  Subject  to  the  provisions  of  the  next  succeeding  Section,
certificates  for  the  Warrant  Shares  so  purchased shall be delivered to the
Holder  hereof  within  a reasonable time, not exceeding ten (10) days after the
rights  represented  by  this  Warrant shall have been so exercised, and, unless
this  Warrant  has expired, a new Warrant representing the right to purchase the
number  of  Warrant Shares, if any, with respect to which this Warrant shall not
then  have  been  exercised  shall also be delivered to the Holder hereof within
such  time.  Notwithstanding  the  foregoing,  however, the Company shall not be
required  to deliver any certificate for shares of Common Stock upon exercise of
this  Warrant,  except  in  accordance  with  the provisions, and subject to the
limitations,  of  Section  9  hereof,  to  the  extent  that such provisions and
limitations  are  applicable.


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<PAGE>
     3.     Covenants of the Company.  The Company covenants and agrees that the
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Warrant  Shares  issued  upon  the  exercise  of  the rights represented by this
Warrant  will,  upon  issuance,  be  duly  authorized  and  issued,  fully paid,
nonassessable,  and  free from all taxes, liens, and charges with respect to the
issue thereof, and without limiting the generality of the foregoing, the Company
covenants  and agrees that it will from time to time take all such action as may
be required to assure that the par value per share of the Common Stock is at all
times  equal  to,  or less than, the then effective Warrant Exercise Price.  The
Company  further  covenants  and  agrees that during the period within which the
rights  represented  by  this  Warrant may be exercised, the Company will at all
times  have  authorized  and  reserved  for issuance upon exercise of the rights
evidenced  by  this Warrant a sufficient number of shares of its Common Stock to
provide  for  the  exercise  of  such  rights.

4.     Antidilution Adjustments.  The provisions of this Warrant relating to the
       ------------------------
number  of  Warrant  Shares  and  the  Warrant  Exercise  Price  are  subject to
adjustment  as  hereinafter  provided.

            (a)   In case at any time the Company shall subdivide its
     outstanding shares of Common Stock into a greater number of shares, the
     Warrant Exercise Price in effect immediately prior to such subdivision
     shall be proportionately reduced and the number of Warrant Shares
     purchasable pursuant to this Warrant immediately prior to such subdivision
     shall be proportionately increased, and, conversely, in case at any time
     the Company shall combine its outstanding shares of Common Stock into a
     smaller number of shares, the Warrant Exercise Price in effective
     immediately prior to such combination shall be proportionately increased
     and the number of Warrant Shares purchasable upon the exercise of this
     Warrant immediately prior to such combination shall be proportionately
     reduced. Except as provided in this Subsection 4(a), no adjustment in the
     Warrant Exercise Price and no change in the number of Warrant Shares so
     purchasable shall be made pursuant to this Section 4 as a result of, or by
     reason of, any such subdivision or combination.

            (b)   Except as hereinafter provided, no adjustment of the Warrant
     Exercise Price hereunder shall be made if such adjustment results in a
     change in the Warrant Exercise Price then in effect of less than five cents
     ($.05). Any adjustment of less than five cents ($.05) of any Warrant
     Exercise Price shall be carried forward and shall be made at the time of
     and together with any subsequent adjustment which, together with any
     adjustment or adjustments so carried forward, amounts to five cents ($.05)
     or more. However, upon the exercise of this Warrant, the Company shall make
     all necessary adjustments (to the nearest cent) not theretofore made to the
     Warrant Exercise Price up to and including any date upon which this Warrant
     is exercised.


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<PAGE>
     5.     Consolidation,  Merger,  or  Sale  of  Assets.  In  the  case of any
            ---------------------------------------------
consolidation or merger of the Company with another corporation, the sale of all
or  substantially  all of its assets to another person, or any reorganization or
reclassification  of  the  capital  stock  of  the Company (except a split-up or
combination,  provision  for  which  is  made  in  Section  4  hereof):

            (a)   As a condition of such consolidation, merger, sale,
     reorganization, or reclassification, lawful and adequate provision shall be
     made whereby the Holder hereof shall thereafter have the right to purchase
     upon the basis and upon the terms and conditions specified herein and in
     lieu of the Warrant Shares immediately theretofore purchasable hereunder,
     such shares of stock, securities, or assets as may (by virtue of such
     consolidation, merger, sale, reorganization, or reclassification) be issued
     or payable with respect to, or in exchange for, a number of outstanding
     shares of the Company's Common Stock equal to the number of Warrant Shares
     immediately theretofore so purchasable hereunder had such consolidation,
     merger, sale, reorganization, or reclassification not taken place, and in
     any such case appropriate provision shall be made with respect to the
     rights and interests of the Holder to the end that the provisions hereof
     (including, without limitation, provisions for adjustments of the Warrant
     Exercise Price) shall thereafter be applicable, as nearly as may be, in
     relation to any shares of stock, securities, or assets thereafter
     deliverable upon the exercise of this Warrant. The Company shall not effect
     any such consolidation, merger, or sale unless, prior to, or simultaneously
     with, the consummation thereof, the successor person or persons purchasing
     such assets or succeeding or resulting from such consolidation, merger,
     reorganization, or reclassification shall assume by written instrument,
     executed and mailed or delivered to the Holder, the obligation to deliver
     to such Holder such shares of stock, securities, or assets as, in
     accordance with the foregoing provisions, the Holder may be entitled to
     receive.

     6.     Fractional  Shares.  Fractional  shares shall not be issued upon the
            ------------------
exercise of this Warrant, but in any case where the Holder would, except for the
provisions  of  this  Section,  be  entitled under the terms hereof to receive a
fractional  share,  the Company shall, upon the exercise of this Warrant for the
largest  number  of whole shares then called for, pay an amount in cash equal to
the  sum of (a) the excess, if any, of the Market Price of such fractional share
over  the  proportional  part  of the Warrant Exercise Price represented by such
fractional  share  plus  (b) the proportional part of the Warrant Exercise Price
represented  by  such  fractional share.  For purposes of this Section, the term
"Market  Price"  with  respect  to shares of Common Stock of any class or series
means the last reported sale price or, if none, the average of the last reported
closing  bid  and asked prices on any national securities exchange or on Nasdaq,
the  average  of  the  last reported closing bid and asked prices as reported by
market  makers  in  such  Common Stock on the over-the-counter market or, if not
listed  on  a  national  securities  exchange  or  on Nasdaq or quoted by market
makers, the fair market value as determined in good faith by the Company's Board
of  Directors.


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<PAGE>
     7.     Common  Stock.  As  used  herein, the term "Common Stock" shall mean
            -------------
and  include the Company's currently authorized shares of Common Stock and shall
also  include any capital stock of any class of the Company hereafter authorized
which shall not be limited to a fixed sum or percentage in respect of the rights
of  the  holders  thereof  to participate in dividends or in the distribution of
assets upon the voluntary or involuntary liquidation, dissolution, or winding-up
of  the  Company.

8.     No  Voting  Rights.  This  Warrant shall not entitle the Holder hereof to
       ------------------
any  voting  rights  or  other  rights  as  a  shareholder  of  the  Company.

9.     Restrictions  on  Transfer  of  the  Warrant  and  the  Warrant  Shares.
       -----------------------------------------------------------------------

            (a)   The Holder of this Warrant, by acceptance hereof, acknowledges
     that neither this Warrant nor the Warrant Shares have been registered under
     the Securities Act of 1933 or applicable state securities laws and
     certifies that the Warrant is being acquired for investment, for the
     Holder's own account, and not for distribution or sale. The Holder further
     acknowledges that similar representations may be required prior to the
     delivery of Warrant Shares following exercise of the Warrant.

            (b)   The Holder of this Warrant, by acceptance hereof, agrees to
     give written notice to the Company before transferring this Warrant or any
     Warrant Shares of the Holder's intention to do so, describing briefly the
     manner of any proposed transfer. Promptly upon receiving such written
     notice, the Company shall present copies thereof to the Company's counsel,
     and if in the opinion of such counsel the proposed transfer complies with
     federal and state securities laws and may be effected without registration
     or qualification (under any federal or state law), the Company, as promptly
     as practicable, shall notify the Holder of such opinion, whereupon the
     Holder shall be entitled to transfer or dispose of the Warrant or Warrant
     Shares in accordance with the written notice. If, in the opinion of
     Company's counsel referred to in this Section 9, the proposed transfer of
     the Warrant or any Warrant Shares described in the written notice given
     pursuant to this Section 9 may not be effected without registration or
     qualification under federal or state securities laws, the Company shall
     promptly give written notice thereof to the Holder hereof, and the Holder
     will limit his activities in respect to such as, in the opinion of such
     counsel, are permitted by law.

            (c)   The following legend respecting restrictions upon the transfer
     of the Warrant and the Warrant Shares shall be endorsed on all certificates
     for the Warrant and the Warrant Shares:

THESE  SECURITIES  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE "1933 ACT"), AND APPLICABLE STATE SECURITIES LAWS.  THEY HAVE BEEN
ACQUIRED  FOR  INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF WITHIN
THE  MEANING  OF  THE  1933  ACT  AND THE RULES AND REGULATIONS THEREUNDER.  THE
HOLDER  OF  SUCH  SECURITIES  HAS  AGREED  NOT  TO  EFFECT A DISPOSITION OF SUCH
SECURITIES  UNLESS  AND  UNTIL  (i)  A REGISTRATION STATEMENT UNDER THE 1933 ACT
COVERING  SUCH  SECURITIES  HAS  BECOME EFFECTIVE UNDER THE 1933 ACT OR (ii) THE
COMPANY  HAS  RECEIVED  AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT
REGISTRATION  UNDER  THE  1933  ACT  AND APPLICABLE STATE SECURITIES LAWS IS NOT
REQUIRED.


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     In  addition,  the Company's transfer agent shall place a stop order on the
Company's  transfer  books  with  regard  to the Warrant and the Warrant Shares.

10.     Cashless  Exercise.  (a)  In addition to and without limiting the rights
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of  the  holder  of  this Warrant under the terms of this Warrant, the holder of
this  Warrant  shall  have  the  right  (the "Conversion Right") to convert this
Warrant  or  any portion thereof into shares of Common Stock as provided in this
Section  10  at  any  time  or  from time to time prior to its expiration.  Upon
exercise  of  the Conversion Right with respect to a particular number of shares
subject  to  this  Warrant  (the  "Converted Warrant Shares"), the Company shall
deliver  to  the  holder  of  this Warrant, without payment by the holder of any
exercise  price  or  any  cash  or other consideration, that number of shares of
Common  Stock  equal  to  the  quotient  obtained  by dividing the Net Value (as
hereinafter  defined)  of  the Converted Warrant Shares by the fair market value
(as  defined  in  paragraph  (c)  below)  of  a  single  share  of Common Stock,
determined  in  each  case  of  the close of business on the Conversion Date (as
hereinafter  defined).  The "Net Value" of the Converted Warrant Shares shall be
determined by  subtracting the aggregate Warrant purchase price of the Converted
Warrant  Shares  from  the  aggregate fair market value of the Converted Warrant
Shares.  Notwithstanding  anything  in  this  Section  10  to  the contrary, the
Conversion  Right  cannot  be  exercised  with  respect to a number of Converted
Warrant  Shares  having  a  Net Value below $100.  No fractional shares shall be
issuable  upon  exercise of the Conversion Right, and if the number of shares to
be issued in accordance with the foregoing formula is other than a whole number,
the  Company  shall pay to the holder of this Warrant an amount in cash equal to
the  fair  market  value  of  the  resulting  fractional  share.

            (b)   The Conversion Right may be exercised by the holder of this
     Warrant by the surrender of this Warrant at the principal office of the
     Company together with a written statement, substantially in the form
     attached hereto, specifying that the holder thereby intends to exercise the
     Conversion Right and indicating the number of shares subject to this
     Warrant which are being surrendered (referred to in paragraph (a) above as
     the Converted Warrant Shares) in exercise of the Conversion Right. Such
     conversion shall be effective upon receipt by the Company of this Warrant
     together with the aforesaid written statement, or on such later date as is
     specified therein (the "Conversion Date"), but not later than the
     expiration date of this Warrant. Certificates for the shares of Common
     Stock issuable upon exercise of the Conversion Right, together with a check
     in payment of any fractional share and, in the case of a partial exercise,
     a new Warrant evidencing the shares remaining subject to this Warrant,
     shall be issued as of the Conversion Date and shall be delivered to the
     holder of this Warrant within 15 days following the Conversion Date.

            (c)   For purposes of this Section 10, the "fair market value" of a
     share of Common Stock as of a particular date shall be its "market price",
     calculated as described in Section 6 hereof.


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     IN  WITNESS  WHEREOF, APA Optics, Inc. has caused this Warrant to be signed
by  its  duly  authorized  officer  and this Warrant to be dated March 14, 2003.
     APA  OPTICS,  INC.


                                           By
                                             -----------------------------------
                                              Anil  K.  Jain,  President


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                              WARRANT EXERCISE FORM

                   To be signed only upon exercise of Warrant.


     The  undersigned,  the  holder  of  the  within Warrant, hereby irrevocably
elects  to  exercise  the purchase right represented by such Warrant for, and to
purchase  thereunder, _____________ of the shares of Common Stock of APA Optics,
Inc.  to  which such Warrant relates and herewith makes payment of $____________
therefore in cash or by certified check, and requests that such shares be issued
and  be delivered to, ___________________________________, the address for which
is  set  forth  below  the  signature  of  the  undersigned.

Dated:
      ------------------------------

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(Taxpayer's  I.D.  Number)                  (Signature)


                                            ------------------------------------
                                            ------------------------------------
                                            (Address)


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                                 ASSIGNMENT FORM

             To be signed only upon authorized transfer of Warrant.


     FOR  VALUE  RECEIVED,  the undersigned hereby sells, assigns, and transfers
unto  those  persons  listed on Exhibit A hereto the right to purchase shares of
                                ---------
Common  Stock  of  APA  Optics,  Inc.  to  which  the within Warrant relates and
appoints  Moss  & Barnett, attorneys, to transfer said right on the books of APA
Optics,  Inc.  with  full  power  of  substitution  in  the  premises.

Dated:
      ------------------------------        ------------------------------------


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                                CONVERSION NOTICE

(To be signed upon exercise of Warrant pursuant to Sections 10(a) through 10(d))

To:     APA OPTICS, INC.

The  undersigned  hereby irrevocably elects to purchase ______________ shares of
Common  Stock of APA Optics, Inc. pursuant to the terms of the attached Warrant,
and  tenders  herewith  payment  of  the  purchase price of such shares in full.

Please issue a certificate or certificates for the shares of Common Stock in the
name  set  forth  below:


                                            ------------------------------------

                                            ------------------------------------
                                            Print Name(s), if joint

                                            ------------------------------------
                                            Address

                                            ------------------------------------
                                            City, State, Zip Code

                                            ------------------------------------

                                            ------------------------------------
                                            Taxpayer ID Number(s), if joint

                                            ------------------------------------

                                            ------------------------------------
                                            Social Security Number(s), if joint


     The  undersigned  represents  that  the aforesaid shares resulting from the
exercise  of  the  Warrant  are  acquired for the account of the undersigned for
investment  and  not  with  a  view  to,  or  for resale in connection with, the
distribution  thereof  and  that  the  undersigned  has  no present intention of
distributing  or  reselling  such  shares.

Date:
      ------------------------------        ------------------------------------

                                            ------------------------------------
                                            Signature(s), if joint

The  signature  on the Notice of Exercise must correspond to the name as written
upon  the  face  of  the  Warrant  in  every  particular  without  alteration or
enlargement  or any change whatsoever.  When signing on behalf of a corporation,
partnership,  trust  or  other  entity,  PLEASE  indicate  your  position(s) and
title(s)  with  such  entity.


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