EXHIBIT 10.13


                        1997 EMPLOYEE STOCK OPTION PLAN
                                       OF
                             ADVANCED PHOTONIX, INC.

          (As adopted by the Board of Directors as of January 14, 1997)


1. The Plan.  This 1997  Employee  Stock Option Plan (the "Plan") is intended to
encourage ownership of stock of Advanced Photonix, Inc. (which together with its
subsidiaries  is  hereinafter  referred to as the  "Corporation")  by  specified
employees  of,  and  consultants  and  advisors  to,  the  Corporation  and  its
subsidiaries and to provide additional incentive for them to promote the success
of the business of the Corporation.

2. Stock Subject to the Plan.  Except as otherwise  provided  herein,  the total
number of shares of Class A Common  Stock,  par value  $.001 per  share,  of the
Corporation  (the  "Stock")  which may be issued  pursuant  to the  exercise  of
options granted hereunder  ("Options") shall be 1,000,000.  Such shares of Stock
may be in whole or in part,  either  authorized and unissued  shares or treasury
shares as the Board of Directors of the  Corporation  (the  "Board")  shall from
time to time  determine.  If an Option shall expire or terminate  for any reason
without having been exercised in full, the  unpurchased  shares covered  thereby
shall  (unless  the Plan  shall have been  terminated)  again be  available  for
Options under the Plan.

3.  Administration  of the Plan. The Plan shall be  administered  by a committee
(the  "Committee")  composed  of two or more  non-employee  members of the Board
which  shall  have  plenary  authority,  in its  discretion,  to  determine  the
employees of the  Corporation  and its  subsidiaries  to whom  Options  shall be
granted  ("Optionees"),  the  number  of  shares to be  subject  to each  Option
(subject to the  provisions  of  Paragraph  2), the option  exercise  price (the
"Exercise  Price")  (subject  to the  provisions  of  Paragraph  7), the vesting
schedule of each option,  whether an Option is intended to be an incentive stock
option within the meaning of Section 422 of the Internal Revenue Code (an "ISO")
or whether it is intended  not to be an ISO (a "Non ISO") and the other terms of
each Option.  The  Committee  shall hold meetings at such times and places as it
may  determine.  Acts  approved at a meeting by a majority of the members of the
Committee or acts approved in writing by the unanimous consent of the members of
the Committee shall be the valid acts of the Committee. The Committee shall have
plenary  authority,  subject to the express provisions of the Plan, to interpret
the Plan, to prescribe,  amend and rescind any rules and regulations relating to
the Plan and to take such other action in  connection  with the Plan as it deems
necessary or advisable. The interpretation and construction



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by the  Committee  of  any  provisions  of the  Plan  or of any  Option  granted
thereunder shall be final and no member of the Committee shall be liable for any
action or  determination  made in good  faith  with  respect  to the Plan or any
Option granted thereunder by the Committee.

4. Employees Eligible for Options. All employees of and consultants and advisors
to, the Corporation  shall be eligible for Options.  In making the determination
as to  persons  to whom  Options  shall be  granted,  the number of shares to be
covered by such Options,  and the other terms and conditions of the Option,  the
Committee  shall take into account  their  duties,  their  present and potential
contributions  to the success of the  Corporation  and such other  factors as it
shall deem relevant in connection with accomplishing the purpose of the Plan.

5. Term of Plan.  The Plan shall  terminate  on, and no Options shall be granted
after,  January 13, 2007 provided  that the Committee may at any time  terminate
the Plan prior thereto.

6. Maximum  Option  Grant.  Subject to the  provisions  of Section 2 above,  the
number of shares of Stock for which any individual may be granted  Options shall
be unlimited.

7. Exercise Price.  Each Option shall state the exercise  price,  which shall be
such price as the Committee in its discretion may determine  provided,  however,
that in the case of ISOs,  the exercise price shall be not less than 100% of the
fair market  value of the Stock on the date of the  granting of the Option,  nor
less than 110% of such fair  market  value in the case of an ISO  granted  to an
individual  who,  at the  time  the  Option  is  granted,  is a 10%  Holder  (as
hereinafter  defined).  The fair  market  value  of  shares  of  Stock  shall be
determined  by the  Committee and shall be (i) the closing price of the Stock on
the date of the  granting  of the  Option if the Stock is traded on a  regulated
securities exchange, or (ii) if not traded on such an exchange, the mean between
the high bid and low  asked  prices  on such date as  reported  by a  recognized
over-the-counter reporting source.

8. Term of Options. The term of each Option granted under this Plan shall be for
a maximum of ten years from the date of granting thereof,  and a maximum of five
years in the case of an ISO  granted  to a 10%  Holder,  but may be for a lesser
period or be subject to earlier termination as hereinafter provided.

9. Exercise of Options. Except as otherwise provided by the Committee, an Option
may be  exercised  from time to time as to any part or all of the Stock  covered
thereby,  provided,  however, that an Option may not be exercised (a) as to less
than 100  shares  at any time (or as to less  than  the  remaining  shares  then
purchasable under 

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the Option,  if less than 100  shares),  and (b) prior to the  expiration  of at
least six months  from the date of grant.  The  Exercise  Price shall be paid in
full  at the  time  of the  exercise  of an  Option  (i) in  cash or (ii) by the
transfer to the  Corporation of shares of its Stock with a fair market value (as
determined by the  Committee)  equal to the purchase price of the Stock issuable
upon exercise of such Option.  The holder of an Option shall not have any rights
as a stockholder  with respect to the Stock  issuable upon exercise of an Option
until  certificates  for such Stock shall have been  delivered  to him after the
exercise of the Option.

10.  Non-Transferability  of  Options.  Except  as  provided  in  the  following
sentence, an Option shall not be transferable otherwise than by will or the laws
of descent  and  distribution  and is  exercisable  during the  lifetime  of the
employee  only by him or his guardian or legal  representative.  Options will be
transferable to members of an Optionee's immediate family,  including trusts for
the benefit of such family members and partnerships in which such family members
are the only partners ("Permitted  Transferees").  A transferred Option would be
subject to all of the same terms and  conditions  as if such Option had not been
transferred.

11. Form of Option.  Each Option granted pursuant to the Plan shall be evidenced
by an agreement (the "Option Agreement") which shall clearly identify the status
of the Options granted  thereunder  (i.e.,  whether an ISO or Non-ISO) and which
shall be in such form as the  Committee  shall  from time to time  approve.  The
Option  Agreement  shall comply in all respects with the terms and conditions of
the  Plan  and  may  contain  such  additional  provisions,  including,  without
limitation, restrictions upon the exercise of the Option, as the Committee shall
deem advisable.

12.  Termination of Options.  No Option shall be exercisable  after the first to
occur of the following:

a.   Expiration  of the Option term  specified in the Option,  which in no event
     shall exceed (A) ten years from the date of grant, or (B) in the case of an
     ISO granted to an Optionee who is a 10% Holder, five years from the date of
     the grant;

b.   Six months  following the date the Optionee ceases to be an employee of the
     Company for any reason; or

c.   The date, if any, set by the Committee to be an accelerated expiration date
     pursuant to the provisions of Paragraph 17 below.

13.  Cessation of Employment.  For purposes of the Plan, the  termination of the
contractual  relationship  between the  Corporation  and a consultant or advisor
shall be deemed a termination or cessation of employment.


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14. Limit on Exercise of Incentive  Stock  Options.  The  aggregate  Fair Market
Value (determined as of the time Options are granted) of the Shares with respect
to which Incentive Stock Options may first become  exercisable by an Optionee in
any one calendar year under the Plan and under any other plan of the Corporation
or an  affiliate  of the  Corporation,  shall not  exceed  $100,000.  The limits
imposed by this Paragraph 9 shall apply only to Incentive  Stock Options granted
under  the  Plan,  and not to any  other  Options.  In the  event an  individual
receives  an  Option   intended  to  be  an  Incentive  Stock  Option  which  is
subsequently  determined to have  exceeded the limit set forth above,  or if any
individual  is  granted  an  Option  intended  to be an ISO that  first  becomes
exercisable  in a calendar  year for Option  Shares that have an aggregate  fair
market value  (determined as of the time the Options are granted)  exceeding the
limits set forth  above,  the Options  for Option  Shares in excess of the limit
shall be treated as non-ISOs.

15. Stock Dividends or  Recapitalization.  In the event of a stock dividend paid
in shares of the class of stock subject to any Option outstanding hereunder,  or
recapitalization,  reclassification,  split-up  or  combination  of shares  with
respect  to said  class of stock,  the  Committee  shall  have the power to make
appropriate  adjustments  of the  exercise  price  under such  option and of the
number and kind of shares as to which such  Option is then  exercisable,  to the
end that the Optionee's proportionate interest shall be maintained as before the
occurrence of such event,  and in any case an appropriate  adjustment shall also
be made in the total number and kind of shares of stock  reserved for the future
granting of options under this Plan. Any such  adjustment  made by the Committee
pursuant to this Plan shall be binding upon the holders of all unexpired  option
rights  outstanding  hereunder.  Anything  in  the  foregoing  to  the  contrary
notwithstanding,  no such  adjustment  shall be made with  respect to any option
which is an ISO without the consent of the Optionee, if such adjustment would be
a  modification  of such option within the meaning of  subsection  425(h) of the
Internal Revenue Code.

16. Mergers, Consolidation, Reorganization, Etc. If the Corporation shall become
a party to any corporate merger,  agreement for the sale of substantially all of
its assets and property, separation or reorganization,  the Committee shall have
the power to make  appropriate  arrangements,  which  shall be binding  upon the
holders of unexpired option rights,  for the substitution of new options for any
unexpired options then outstanding under this Plan, or for the assumption of any
such unexpired options,  which in the opinion of the Committee maintain,  to the
maximum extent practicable,  the Optionee's proportionate interest as before the
occurrence of such event;  provided,  however, that such arrangements shall meet
the requirements of subsections 422A (with respect to ISOs) and 425(h)(a) of the
Internal Revenue Code.


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17.  Liquidation or Dissolution of the Corporation.

        a. In the event of the  dissolution or  liquidation of the  Corporation,
whether  voluntary  or  otherwise,   and  unless  in  connection  therewith  the
obligations of the Corporation under all outstanding  options granted under this
Plan have been assumed or replaced in  accordance  with  Section 16 hereof,  all
options  outstanding  under this Plan shall be exercised,  if at all, within the
ninety day period commencing on the date specified in subparagraph (b) below and
shall be  exercisable  only to the extent of,  and with  respect  to, any or all
shares for which they could have been exercised  immediately prior to such date.
All options not  exercisable  prior to the date  specified in  subparagraph  (b)
shall terminate upon such date, and all options exercisable immediately prior to
such date  shall,  to the extent not  exercised  within  the  ninety-day  period
commencing on such date, terminate at the end of such ninety-day period.

b.   The date specified in this  subparagraph (b) is the date of the earliest to
     occur of the following events:

     i.   The  entry,  in a court  having  jurisdiction,  of an  order  that the
          corporation be liquidated or dissolved;

     ii.  Adoption  by the  shareholders  of  the  Corporation  of a  resolution
          resolving that the corporation be liquidated or dissolved voluntarily;
          or
     iii. Adoption by the shareholders of the Corporation of a resolution to the
          effect  that the  Corporation  cannot,  by reason of its  liabilities,
          continue  its  business  and  that it is  advisable  to  liquidate  or
          dissolve the Corporation.

18.  Shareholder  and Stock  Exchange  Approval.  This Plan is subject to and no
Options shall be exercisable  hereunder  until after the approval by the holders
of a majority of the Stock of the  Corporation  voting at a duly held meeting of
the  stockholders of the Corporation  within twelve months after the date of the
adoption of the Plan by the Board.

19.  Amendment of the Plan. The Board shall have complete power and authority to
modify or amend the Plan  (including the form of Option  Agreement) from time to
time in such respects as it shall deem advisable;  provided,  however,  that the
Board shall not, without the approval of the votes  represented by a majority of
the  outstanding  Stock of the  Corporation  present or represented at a meeting
duly  held  in  accordance  with  the  applicable  laws  of  the   Corporation's
jurisdiction of incorporation  and entitled to vote at a meeting of stockholders
or by the written consent of stockholders  owning stock  representing a majority
of the votes of the  corporation's  outstanding  stock, (i) increase the maximum
number of shares which in the 


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aggregate are subject to Options under the Plan (except as provided by Paragraph
15),  (ii) extend the term of the Plan or the period during which Options may be
granted or exercised, (iii) reduce the Exercise Price, in the case of ISOs below
100%  (110% in the case of an ISO  granted to a 10%  Holder) of the fair  market
value of the Stock issuable upon exercise of Options at the time of the granting
thereof,  other than to change the manner of  determining  the fair market value
thereof,  (iv)  increase  the  maximum  number  of shares of Stock for which any
employee  may be granted  Options  under the Plan  pursuant to  Paragraph 6, (v)
modify the requirements as to eligibility for participation in the Plan, or (vi)
with  respect to options  which are ISOs,  amend the plan in any  respect  which
would cause such options to no longer qualify for ISO treatment  pursuant to the
Internal  Revenue Code. No termination  or amendment of the Plan shall,  without
the  consent of the  individual  Optionee,  adversely  affect the rights of such
Optionee  under an Option  theretofore  granted to him or under such  Optionee's
Option Agreement.

20. Taxes.  The Corporation may make such provisions as it may deem  appropriate
for the  withholding  of any taxes which it determines is required in connection
with any Options  granted under the Plan. The  Corporation  may further  require
notification  from the Optionees upon any disposition of Stock acquired pursuant
to the exercise of Options granted hereunder.

21. Code References and Definitions.  Whenever reference is made in this Plan to
a section of the Internal  Revenue Code, the reference  shall be to said section
as it is now in force or as it may hereafter be amended by any  amendment  which
is applicable to this Plan. The term  "subsidiary"  shall have the meaning given
to the term  "subsidiary  corporation" by Section 425(f) of the Internal Revenue
Code.  The term "10% Holder"  shall mean any person who, for purposes of Section
422 of the Internal Revenue Code owns more than 10% of the total combined voting
power of all classes of stock of the employer  corporation  or of any subsidiary
corporation.



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