EXHIBIT 10.14
                               AMENDMENT NO. 1 TO
                         1997 EMPLOYEE STOCK OPTION PLAN
                                       OF
                             ADVANCED PHOTONIX, INC.

                      (As adopted by the Board of Directors
                             as of January 21, 1998)


                  Amendment  No. 1 made as of this 21st day of January,  1998 to
the 1997  Employee  Stock  Option  Plan,  adopted by the Board of  Directors  on
January 14, 1997 and approved by the  Stockholders  of the Company at its annual
meeting held on August 21, 1997 (the "Plan").
                              
                              W I T N E S S E T H:

     WHEREAS,  pursuant to Section 19 of the Plan,  the Board has complete power
and  authority  to modify or amend the Plan (except for certain  actions  stated
therein which require majority  shareholder  approval) from time to time in such
respects as it deems advisable;

     WHEREAS,  the Board desires to effectuate certain amendments to the Plan as
hereinafter set forth;

     NOW, THEREFORE, the Board hereby adopts the following amendments:

     1. The first  sentence  of  Section 4 of the Plan is hereby  deleted in its
entirety and the following substituted in lieu thereof:

     "All employees of and consultants and advisors to, the Corporation shall be
eligible for Options,  except that only  employees of the  Corporation  shall be
eligible for ISOs."
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     2. The second  sentence of Section 10 of the Plan is hereby  deleted in its
entirety and the following substituted in lieu thereof:

     "Options which do not qualify as ISOs 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")."

     3.  Subparagraph  (b) of  Section  12 of the Plan  should be deleted in its
entirety and the following substituted in lieu thereof:

     "b.  (i) In the  case of a  non-ISO,  six  months  following  the  date the
Optionee ceases to be an employee of the Company for any reason,  or (ii) in the
case of an ISO,  six  months  following  the date the  Optionee  ceases to be an
employee of the Company due to the Optionee's  disability (within the meaning of
Section  22(e)(3) of the Code) or death or three months  following  the date the
Optionee  ceases to be an  employee  of the  Company  for any reason  other than
disability or death."

     4. The  reference to  "Paragraph  9" on line 5 of Section 14 of the Plan is
hereby amended to read "Paragraph 14".

     5.  Except as set forth or amended  herein,  the Plan shall  remain in full
force and effect.

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