Exhibit 10.3 

EMPLOYMENT
AGREEMENT 

     AGREEMENT dated as of the 30th day of November, 2009, by and between
ADVANCED PHOTONIX, INC., a Delaware corporation (the “Company”), and STEVE WILLIAMSON
(“Employee”). 

     In consideration of the mutual
covenants herein contained, it is agreed by and between the Company and Employee
as follows: 

     1. Employment Term. The Company
hereby continues the employment of Employee, and
Employee hereby accepts such continued employment by the Company, for the period
(the “Employment Period”) commencing as of the date hereof and continuing until
sooner terminated in accordance with the provisions of Section 4.

     2. Scope of Duties. Employee’s
position with the Company will be Chief Technical Officer (“CTO”). As CTO, Employee will be responsible for technology
development oversight and will have such other authority and responsibilities as
the President, CEO and the Board of Directors of the Company (the
“Board”) reasonably may determine from time to time. Employee shall devote his entire working time, energy, skill, and best
efforts to the performance of his duties hereunder in a manner which will
faithfully and diligently further the business and interest of the Company.
Employee shall be permitted to engage in private investment activity, charitable
activities and, with the prior consent of the Board of Directors, to serve as a
director of other corporations; provided, however, that in each case
such activities do not (i) interfere or conflict with the performance of his
duties or violate any of his obligations hereunder or (ii) preclude the Company
or any Subsidiary (as defined below) from obtaining contracts from any such
corporation or entity. For the purposes of this Agreement, any entity with
respect to which the Company controls, directly or indirectly, more than fifty
percent of the voting power shall be a “Subsidiary” and all such entities
shall be “Subsidiaries”. 

     3. Compensation. 

          3.1. Base
Salary. In consideration of the services
to be performed by Employee during the Employment Period, the Company agrees to
pay Employee a base salary (“Base Salary”) at the
rate of $210,000 per year payable in accordance with the Company’s customary
payroll practices as in effect from time to time. Base Salary will be reviewed
no less frequently than annually, and may be increased (but not decreased) in
the sole discretion of the independent directors of the Board or the
Compensation Committee of the Board (the “Committee”).

          3.2. Incentive
Compensation. For each fiscal year of the
Company while this Agreement is in effect, Employee will be eligible to
participate in the Company’s Executive Incentive Compensation Plan, as such Plan
from time to time be amended and in accordance with the terms thereof (or any
successor plan which provides bonuses to executives of the Company) (the
“Bonus Plan”) pursuant to which Employee will be eligible to receive additional
compensation for his services (the “Bonus”) of 35% (or such greater
percentage as the Board or the Committee may determine) of his Base Salary for
such fiscal year, the exact amount of the Bonus to be subject to the attainment
of predetermined, measurable goals determined by the Board or the Committee
after consultation with the Employee. Employee acknowledges that he has received
a copy of the Bonus Plan as currently in effect. To the extent that any
provisions of this Agreement conflict with the
provisions of the Bonus Plan, this Agreement shall govern.




          3.3. Equity
Compensation. For as long as this
Agreement is in effect, Employee shall be entitled to such equity grants of
restricted stock or stock options and other grants as may be determined from
time to time by the Committee in accordance with the Company’s 2007 Equity
Incentive Plan or any similar plan that may be adopted by the Company (the
“Plan”). 

          3.4.
Other Benefits.

               3.4.1. For as long as this Agreement is in effect, Employee
shall be entitled to participate, at the Company’s expense (but subject to any
employee contribution requirements imposed by the Company from time to time on
its employees generally) in the Company’s 401-K retirement and savings plan, its medical and
dental health insurance plan, and all other health, insurance and other benefit
plans and perquisites applicable generally to executive officers of the Company
(collectively, the “Benefit
Plans”), in each case on the same basis
as is generally applicable to other senior executive officers of the Company.
Nothing herein shall be construed to require the Company to maintain any Benefit
Plan or to limit the Company’s right to alter or amend the terms of any Benefit
Plan in the Company’s sole discretion. 

               3.4.2. During each fiscal year while this Agreement is in
effect,, Employee will be entitled to vacation at the rate of five (5) weeks per
year. Except as otherwise provided in the Company’s employee manual as from time
to time in effect, no vacation time may be carried over from one year to the
next. All vacations shall be scheduled so as not to adversely impact the
Company’s operations. In the event of the termination of this Agreement, all
accrued and unused vacation shall be paid to Employee at Employee’s then
pro-rata hourly Base Salary rate of Employee in accordance with the Company’s
regular practices and procedures in effect from time to time.

               3.4.3. The Company will reimburse Employee for reasonable
out-of-pocket expenses incurred in furtherance of the business of the Company
and Employee’s duties upon receipt of appropriate documentation and in
accordance with the Company’s regular reimbursement procedures and practices in
effect from time to time.

          3.5. Withholding
Taxes. The Company shall withhold from
all compensation paid to Employee hereunder all taxes and other sums which it is
required to withhold by law or under the terms of any Benefit Plan. 

     4. Termination of Agreement; Severance Payments.

          4.1. Termination. This Agreement and
Employee’s employment hereunder may be terminated as provided in Sections 4.2
through 4.7 below and the economic consequences of any such termination are set
forth in Section 4.8 below.

          4.2. Death. This Agreement and
Employee’s employment by the Company shall immediately terminate upon the death
of the Employee.. 

          4.3. Disability. The Company may
terminate this Agreement and Employee’s employment by the Company as a result of
Employee’s “Disability” (as defined below) upon delivery of notice of
termination to Employee by the Company. As used herein, “Disability” shall mean
any medically determinable physical or mental impairment which is reasonably
likely to result in the death of Employee or the inability of Employee, for a
continuous period of more than four (4) months to perform substantially all of
his regular duties and carry out substantially all of his responsibilities
hereunder. The Company shall have the right to have Employee examined by a
competent doctor for purposes of determining any physical or mental impairment
Employee may have suffered.




          4.4. For
Cause. The Company may terminate this
Agreement and Employee’s employment hereunder at any time for Cause (as defined
below) upon written notice given to Employee. As used herein,
“Cause” means; (i) any act of Employee which would constitute a felony (other
than a driving offense) or fraud; (ii) a continuing material breach by Employee
in performing the duties described in this Agreement (other than by reason of
physical or mental disability or impairment) which is not cured by Employee
within fifteen (15) days after the Company gives Employee written notice
specifying the details of the breach; or (iii) gross neglect, gross malfeasance,
willful neglect, willful misconduct, or dishonesty in performance of Employee’s
duties hereunder.

          4.5. For Good
Reason. Employee shall have the right to
terminate this Agreement and Employee’s employment hereunder at any time for
“Good Reason” (as defined below) upon written notice given to the Company. As
used herein, “Good
Reason” means (A) Employee having
attained the age of 65, or (B) the occurrence (without the consent of Employee)
of any of the following: 

               (i)
The removal of Employee from the position of CTO; 

               (ii) The assignment to Employee of any duties materially
inconsistent with Employee’s position (including status, offices, titles and
reporting requirements), authority, duties or responsibility as contemplated by
Section 2, or any other material diminution in such position, authority, duties
or responsibilities; 

               (iii) A change in the geographic location of Employee’s
principal place of employment to a location more than forty-five (45) miles
beyond (A) the present location of the Company’s principal executive offices and
(ii) Employee’s then principal place of residence; or 

               (iv) Any failure by the Company to comply with the material
provisions of this Agreement, including the provisions of Section 3,
provided that (A) Employee gives notice of any
condition listed in clause (i) through (iv) above to the Company within 90 days
after the initial existence of the condition, which notice gives the Company 30
days within which to cure the condition, and (B) the condition is not cured
within such 30-day period. .Any such termination of this Agreement shall be
effective upon the expiration of such 30-day period or at such earlier date
agreed to by the parties in writing.

          4.6. Without Good
Reason. Employee shall have the right to
terminate this Agreement and Employee’s employment hereunder without Good Reason
at any time upon not less than three (3) months’ prior written notice to the
Company.

          4.7. Without
Cause. The Company may terminate this
Agreement and Employee’s employment hereunder at any time and for any reason or
no reason and without cause, upon written notice to Employee, in which event the
Company shall have no further obligation under this Agreement except as set
forth in Section 4.8. 




           
4.8. Severance
Payments. 

                 
4.8.1 Except as otherwise expressly
provided in Section 4.8,2 below with respect to a termination pursuant to
Section 4.3 (Disability), Section 4.5 (For Good Reason) or Section 4.7 (Without
Cause), upon a termination of this Agreement and Employee’s employment
hereunder, Employee shall be entitled to be paid only (i) any earned but unpaid Base
Salary due to Employee for the pay period in which such termination occurs and
any reimbursements due to Employee under Section 4.3.4 above, (ii) any amounts
due to Employee under (and in accordance with the terms of) any employee benefit
plan in which he was a participant at the time of the termination of this
Agreement (other than any such plan providing severance or similar payments to
employees general), and (iii) any Bonus due to Employee under (and in accordance
with the terms of) the Bonus Plan.

                 
4.8.2 In connection with a
termination of this Agreement and Employee's employment hereunder (A) by the
Company as a result of Employee’s Disability (Section 4.3) or without Cause
(Section 4.7) or (B) by Employee For Good Reason (Section 4.5), the Company
shall (provided Employee is not in breach of his obligations under Section 5
below): 

                       
(i) continue to pay to
Employee the Base Salary as in effect at the time of termination for a period of
two years commencing on the date of termination (the “Pay-out
Period”) in accordance with the
Company’s customary payroll practices in effect from time to time,
provided,
however, that such amount will be reduced by any amounts that Employee is paid
pursuant to any long-term disability insurance plan of the Company with respect
to the Pay-out Period; and 

                       
(ii) pay to Employee any
accrued and unpaid Bonus earned by him under the Bonus Plan with respect to the
fiscal year preceding the year of termination, plus a pro rated portion (based
on a fraction, the numerator of which is the number of days in the fiscal year
preceding the date of termination and the denominator of which is 365) of any
Bonus that would have been earned by him under the Bonus Plan for the fiscal
year of termination assuming that this Agreement had continued in effect for the
full fiscal year, in each case payable at the times provided in the Bonus Plan;
and 

                       
(iii) during the Pay-out
Period, the Company will use its reasonable best efforts (provided, however, that it
shall not be required to incur any out of pocket costs) to ensure that Employee
will be entitled to continue to participate (on the same terms as are applicable
to employees of the Company generally, including any obligation of a participant
to make contributions) in any group medical or dental health insurance plans in
which Employee is participating at the time of the termination of his
employment. The Company will continue to pay the employer’s share (as from time
to time determined under the terms of such plans) of the monthly premium
applicable to Employee’s coverage thereunder (the “Monthly Cost”) for so long as
Employee is eligible for and elects to continue such coverage and in the event
that Employee is not so eligible but elects to continue such coverage under the
provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985
(“COBRA”), the Company will reimburse Employee for an amount equal to the
Monthly Cost for so long during the Pay-out Period as Employee is eligible and
elects to continue such coverage under COBRA. 

     
Employee’s right to receive any payments provided for under Section 4.8.2
is conditioned upon and subject to Employee’s execution and delivery of a
general release (substantially in the form of that attached hereto as Exhibit A)
within 60 days after the date of the termination of this Agreement and if such
executed general release is not delivered to the Company on or prior to the
60th day after the date of termination
of this Agreement, the Company shall have no obligation
to make any payments or to provide any benefits to Employee under this Section
4.8.





               4.8.3 In the event (i) of a termination of this Agreement and
Employee’s employment hereunder pursuant to Section 4.5 and (ii) if the Company
has securities which are publicly traded on an “established securities exchange”
and Employee is a “specified employee,” in each case within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”), at the time of such termination, then notwithstanding the provisions
of Section 4.8.2 hereof, the payment of any sums due to Employee under Section
4.8.2 (i) and (ii) during the six months following the date of such termination
of this Agreement (the “Delay Period”) shall be deferred and paid to Employee,
in a lump sum and without interest, one day after the end of the Delay
Period.

               4.8.4 With respect to the provision of benefits to Employee
pursuant to Section 4.8.1(iii), the provision of benefits in kind to Employee or
the provision of reimbursement to Employee therefore shall be subject to the
following conditions: (i) the amount of expenses eligible for reimbursement or
in-kind benefits provided during Employee’s taxable year may not affect the
expenses eligible for reimbursement or in-kind benefits to be provided to
Employee in any other taxable year; (ii) the reimbursement of an eligible
expense must be made on or before the last day of Employee’s taxable year
following the taxable year in which the expense was incurred; and (ii) the right
to reimbursement or in-kind benefits may not be subject to liquidation or
exchange for another benefit.

               4.8.5 The provisions of Sections 4.8.3. and 4.8.4 shall apply
only in the event and to the extent necessary to prevent the imposition of any
accelerated or additional tax under Code Section 409A. 

               4.8.6 Any payment to Employee under this Section 4.8 shall
constitute liquidated damages and not a penalty, and Employee shall not be
obligated to seek employment to mitigate his damages; nor shall any compensation
Employee receives from any party subsequent to such termination be an offset to
the amount of any payment hereunder. 

     5.
Disclosure of Confidential Information,
Assignment of Inventions, and Covenants Not to Compete.

          5.1. Confidential
Information. Employee acknowledges that
the Company (which term, for purposes of this Section 5, shall be deemed to
include Advanced Photonix, Inc. and its Subsidiaries) possesses secret and
confidential information, know-how, customer lists, purchasing, merchandising
and selling techniques and strategies, business opportunities, trade secrets,
formulas, techniques, methods and other information used in its operations of
which Employee has or will obtain knowledge, whether learned by him prior to or
following the date hereof and whether learned by him as an employee of the
Company or otherwise, and whether or not developed by Employee (collectively,
“Confidential
Information”), and that the Company will
suffer serious and irreparable damages and harm if this Confidential Information
were disclosed to any other party or if Employee used this information to
compete against the Company. Accordingly, Employee hereby agrees that except as
required by Employee’s duties to the Company or as may otherwise be required by
law or judicial process, Employee, without the consent of the Board, shall not
at any time while this Agreement is in effect at any time thereafter disclose or
use any Confidential Information, unless such Confidential Information shall be
or becomes public knowledge other than as a result of Employee’s direct or
indirect disclosure of the same. 




          5.2. Discoveries and
Works. Any and all writings, inventions,
improvements, process and/or techniques which Employee may make, conceive,
discover or develop, either solely or jointly with any other person or persons,
while he has been employed by the Company, whether during working hours or at
any other time and whether at the request or upon the suggestion of the Company
or otherwise, which relate to or are useful in connection with any business now
or hereafter carried on or contemplated by the Company, including developments
or expansions of its present fields of operations, shall be the sole and
exclusive property of the Company. Employee shall make full disclosure to the
Company of all such writings, inventions, improvements, process, procedures and
techniques, and shall do everything necessary or desirable to vest the absolute
title thereto in the Company. Employee shall write and prepare all
specifications and procedures regarding such inventions, improvements, process,
procedures and techniques, and otherwise aid and assist the Company so the
Company can prepare and present applications for copyright or Letters of Patent
wherever possible, as well as reissues, renewals, and extensions thereof in all
countries in which it may desire to have a copyright or patent protection.
Employee shall not be entitled to any additional or special compensation or
reimbursement regarding any and all such inventions, improvements, process,
procedures and techniques 

          5.3. Non-Compete. Employee agrees that
while this Agreement is in effect and for the longer of (i) the Pay-Out Period,
or (ii) a one-year period after any termination of this Agreement (the
“Restricted Period”), Employee will not, directly or indirectly, alone or with
others, individually or through or by a corporate or other business entity in
which he may be interested as a partner, member, shareholder, joint venturer,
officer, director, employee or otherwise, own, manage, control, participate in,
lend his name to, or render services to or for any business within the United
States of America or Canada which is competitive with that of the Company’s
primary lines of business, provided, however, that the foregoing
shall not be deemed to prevent the ownership by Employee of up to two percent
(2%) of any class of securities of any corporation which is regularly traded on
any national securities exchange. For the purpose of this Agreement, a business
activity competitive with the primary lines of business of the Company shall
include the design, manufacture, marketing, sale, distribution or servicing
high-speed optical detectors, terahertz devices, components, subsystems and
systems, III-V and semiconductor epilayer designs and structures and any other
product or product group hereafter in development, manufactured, marketed, sold,
distributed or serviced by the Company after the date hereof, but in each case
which is the same as or similar to or competes with, or has a usage allied to, a
product being actively developed, marketed, sold or distributed by the Company
at any time during Employee’s final twelve (12) months of employment by the
Company. 

          5.4. Non-interference. Employee further
agrees that during the Restricted Period, without the prior written consent of
the Company, he will not, directly or indirectly, (i) induce or assist (or
attempt to induce or assist) any other person who (at the date of the
termination of Employee’s employment hereunder or at any time within six (6)
months prior to such date) was an employee of the Company to leave the employ of
the Company, or in any way interfere with the relationship between the Company
and such person, or (ii) induce or assist (or attempt to induce or assist) any
customer, supplier, franchisee, licensee, distributor or other person or entity
with whom the Company (at the date of the termination of Employee’s employment
hereunder or at any time within six (6) months prior thereto) maintained a
business relationship to cease doing business with the Company, or in any way
interfere with such relationship. 

          5.5. Enforcement. If, at the time of
enforcement of any provisions of this Section 5, a court of competent
jurisdiction holds that the restrictions stated herein are unreasonable under
the circumstances then existing, the parties hereto agree that the maximum
period, scope or geographical area reasonable under such circumstances will be
substituted for the stated period, scope or area. Employee agrees that the
covenants made in this Section 5 shall be construed as an agreement independent
of any other provision of this Agreement, and shall survive the termination of
this Agreement.




          5.6. Injunctive
Relief. Employee acknowledges that the
restrictions contained herein are reasonable and necessary in order to protect
the legitimate interest of the Company, and that any violation thereof would
result in irreparable injuries to the Company, and Employee therefore
acknowledges that, in the event of his violation of any of these restrictions,
the Company shall be entitled to obtain from any court of competent jurisdiction
preliminary and permanent injunctive relief, without the necessity of posting
bonds, as well as damages and an equitable accounting of all earnings, profits
and other benefits arising from such violation, which rights shall be cumulative
and in addition to any other rights or remedies to which the Company may be
entitled. 

     6. Miscellaneous.

          6.1. Section headings are for convenience only and shall not
be deemed to govern, limit, modify, supersede or affect the interpretation of
the provisions of this Agreement. 

          6.2. This Agreement is entered into in the State of Michigan
and shall be governed pursuant to the laws of the State of Michigan. With
respect to any dispute concerning or arising out of this Agreement, each party
hereto hereby submits to the exclusive jurisdiction of the state and federal
courts located in Michigan and further agrees not to assert that such party is
not subject to the jurisdiction of the above-named courts or that any action
brought in such jurisdiction has been brought in an inconvenient forum or that
such venue is improper. The prevailing party in any such litigation shall be
entitled to an award of legal fees and other costs and expenses relating to the
litigation. 

          6.3. If any provision contained in this Agreement, or the
application of any provision, is held invalid or unenforceable by a court of
competent jurisdiction, that provision will be deemed to be modified in a manner
to make it consistent with the intent of the original provision, so that as
revised, the provision will be valid and enforceable, and this Agreement, and
the application of the provision to persons or circumstances other than those
for which it would be invalid or unenforceable, will not be affected by the
revision. 

          6.4. This Agreement contains the entire agreement of the
parties regarding this subject matter. There are no contemporaneous oral
agreements, and all prior understandings, agreements, negotiations and
representations are merged herein. Nothing in this Agreement will alter or
otherwise diminish the rights of Employee under that certain Secured Promissory
Note, dated May 2, 2005, as amended, issued by the Company to Employee.


          6.5. This Agreement may be modified only by means of a writing
signed by the parties. 




          6.6. Notices or other communications required or permitted to
be given hereunder shall be in writing and shall be deemed duly given upon
receipt by the party to whom sent at the respective addresses set forth below or
to such other address as any party shall hereafter designate to the other in
writing delivered in accordance herewith: 

		If to the
      Company:	
		  	
		Advanced
      Photonix, Inc.	
		2925
      Boardwalk	
		Ann Arbor,
      Michigan 48104	
		Attn: Chairman
      of the Board of Directors	
		  	
	 	With a copy
      to:	
		  	
		Dornbush
      Schaeffer Strongin & Venaglia, LLP	
		747 Third
      Avenue	
		New York, New
      York 10017	
		Attention:
      Landey Strongin, Esq.	 
		  	
		If to
      Employee:	
		  	
		Steve
      Williamson	
		c/o Advanced
      Photonix, Inc.	
		2925
      Boardwalk	
		Ann Arbor,
      Michigan 48104	



          6.7. In no event may Employee, directly or indirectly,
designate the calendar year of any payment to be made under this
Agreement.

          6.8. Each payment under this Agreement shall be treated as a
separate payment for purposes of Code Section 409A.

          6.9. This Agreement shall inure to the benefit of, and shall
be binding upon, the Company, its successors and assigns, including, without
limitation, any entity that may acquire all or substantially all of the
Company’s assets and business or into which the Company may be consolidated or
merged. This Agreement may not be assigned by Employee. 

          6.10. This Agreement may be executed in separate counterparts
and may be delivered by facsimile, each of which shall constitute the original
hereof. 

[Signature page follows]





     IN WITNESS
WHEREOF, the parties have set their
hands as of the date first above written. 


	 	ADVANCED PHOTONIX, INC.   
		 	 	  
				  
		By: 	/s/ 	Richard D. Kurtz  	 
				Richard D.
      Kurtz 
				Chief
      Executive Officer  
				  
				  
				  
			/s/ 	Steve Williamson  	 
				Steve
      Williamson 








EXHIBIT A 

FORM OF GENERAL RELEASE


     Steve Williamson (“Employee”) acknowledges and
agrees to, for and in consideration of the benefits payable to him under Section
4.8.2 of that certain Employment Agreement (the “Employment Agreement”) between
Employee and Advanced Photonix, Inc., (“API”) dated _____________and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, for himself and for his heirs, executors, administrators,
trustees, legal representatives, successors and assigns (collectively referred
to for purposes of this General Release as the “Employee Releasors”), hereby forever
release and discharge API and any and all of API’s past, present and future
parent entities, subsidiaries, divisions, affiliates or related business
entities, assets, employee benefit and/or pension plans or funds, successors and
assigns and any of their and/or API’s past, present and future owners,
directors, officers, attorneys, fiduciaries, agents, trustees, administrators,
employees, successors and assigns, whether acting as agents for API or in their
individual capacities (collectively referred to as the “API Releasees”), from all
claims, demands, causes of action, and liabilities of any kind whatsoever (upon
any legal or equitable theory, whether based on any federal, state or local
constitution, statute, ordinance, regulation, common law, court decision or
otherwise), whether known or unknown, asserted or unasserted, which any Employee
Releasor shall ever had, now have, or hereafter may have against any of the API
Releasees by reason of any actual or alleged act, omission, transaction,
practice, policy, conduct, occurrence and/or other matter from the beginning of
the world up to and including the date that Employee signs this General
Release.

     Without in
any way limiting the generality of the foregoing, this General Release shall
release and discharge the API Releasees from, including but not limited to: (a)
any and all claims arising under Title VII of the Civil Rights Act of 1964, as
amended, the Age Discrimination in Employment Act, as amended by the Older
Workers Benefit Protection Act, 42 U.S.C. § 1981, the Americans With
Disabilities Act, the Family and Medical Leave Act, the Employee Retirement
Income Security Act (except for any vested benefits, which are not affected by
this General Release), the Fair Labor Standards Act, the Equal Pay Act, the
National Labor Relations Act, the Michigan Elliott-Larsen Civil Rights Act and
any amendments made to any of the above statutes; (b) any and all other claims
for employment discrimination, harassment, and/or retaliation (whether based on
a federal, state or local constitution, statute, ordinance, code, common law,
court decision or otherwise); (c) any and all claims relating to Employee’s
employment by API (and/or by any of the other API Releasees), the terms and
conditions of such employment and/or the termination of such employment; (d) any
and all claims relating to, or arising out of, the making of the Employment
Agreement and this General Release; (e) any and all claims for damages or
personal injury of any type whatsoever (whether arising by virtue of any
constitution, statute, ordinance, common law, court decision or otherwise); (f)
any and all claims of breach of implied or express contract, misrepresentation,
negligence, fraud, wrongful discharge, constructive discharge, infliction of
emotional distress, intentional infliction of emotional distress, battery,
defamation, libel, slander, compensatory and/or punitive damages; and (g) any
and all claims for attorneys’ fees, costs, disbursements and the
like.




     This General Release specifically
excludes and does not apply to any of Employee’s (i) claims arising under the
provisions of Section 4.8 of the Employment Agreement or under any stock option
agreement, restricted stock award or similar agreement entered into pursuant to
API’s 2007 Equity Incentive Plan or similar plan that may be adopted by API,
(ii) claims arising under the provisions of benefit plans, if any, which are
applicable generally to former employees of API, and (iii) claims for
indemnification against third party claims which claims for indemnification
arise under any contract between API and Employee or under the provisions of
API’s Certificate of Incorporation or By-laws, or the Delaware General
Corporation Law.

     Employee acknowledges and agrees
that: (a) he has carefully read and fully understands all of the provisions of
this General Release; (b) he has not relied upon any representations or
statements, written or oral, not set forth in this General Release or in the
Employment Agreement; (c) he executes this General Release freely, voluntarily
and with full knowledge of its terms and consequences; (d) he has been afforded
sufficient time and opportunity to consult with an attorney and is hereby
advised to consult with an attorney prior to signing this General Release; (e)
he has been given at least twenty-one (21) days within which to consider this
General Release and that if he signs this General Release in less than
twenty-one (21) days he does so voluntarily and without any pressure or coercion
of any nature from API; (f) for a period of seven (7) days following his
execution of this General Release, he may revoke this General Release by
providing written notice of such revocation to API and that this General Release
shall not become effective or enforceable until the seven (7) day revocation
period has expired; and (g) that if he timely revokes this General Release, he
will forfeit his entitlement to any payments under Section 4.8.2 of the
Employment Agreement.

     IN WITNESS WHEREOF, Employee has
executed this General Release on the ____ day of _____________, ____.

		 	 
		Steve
      Williamson