0001140361-07-013117 Sample Contracts

AMENDED AND RESTATED AGREEMENT REGARDING EMPLOYMENT/COMPENSATION UPON CHANGE IN CONTROL
Agreement • June 29th, 2007 • APA Enterprises, Inc. • Optical instruments & lenses • Minnesota

THIS AMENDED AND RESTATED AGREEMENT is entered into as of September 15, 2005, by and between APA ENTERPRISES, INC., a Minnesota corporation (herein called the "Company"), and ANIL K. JAIN (herein called the "Executive").

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AGREEMENT TO PROVIDE ADDITIONAL COLLATERAL
Agreement • June 29th, 2007 • APA Enterprises, Inc. • Optical instruments & lenses

This Agreement is made as of June 28, 2007, by and between Anil K. Jain ("Jain"), Photonics International, Inc., an entity wholly owned by Jain ("Buyer"), APA Optronics (India) Private Limited, and APA Enterprises, Inc. ("APA").

UNCONDITIONAL AND CONTINUING GUARANTY
Unconditional and Continuing Guaranty • June 29th, 2007 • APA Enterprises, Inc. • Optical instruments & lenses

WHEREAS, the undersigned Anil K. Jain (the "Guarantor") seeks to induce APA Enterprises, a Minnesota corporation ("APA"), to extend or continue to extend credit to Photonics International, Inc., a Minnesota corporation (the "Borrower") by acceptance of Borrower's promissory note of even date herewith (the "Note") in payment of the purchase price under that certain Stock Purchase Agreement of even date herewith whereby Borrower will acquire all of APA's interest in APA Optronics (India) Private Limited;

SUPPLEMENTAL SEPARATION AGREEMENT
Supplemental Separation Agreement • June 29th, 2007 • APA Enterprises, Inc. • Optical instruments & lenses

This Supplemental Separation Agreement ("Agreement") between APA ENTERPRISES, INC. ("APA") and ANIL K. JAIN ("AKJ") supplements the Amended and Restated Agreement Regarding Employment/Compensation Upon Change In Control dated September 15, 2005 (the "2005 Agreement") between APA and AKJ.

SEPARATION PAYMENTS PLEDGE AGREEMENT
Separation Payments Pledge Agreement • June 29th, 2007 • APA Enterprises, Inc. • Optical instruments & lenses

THIS SEPARATION PAYMENTS PLEDGE AGREEMENT, made as of this 28th day of June, 2007, by and between Anil K. Jain (“Pledgor”) and APA Enterprises, Inc. (“Secured Party”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 29th, 2007 • APA Enterprises, Inc. • Optical instruments & lenses • Minnesota

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 28, 2007 by and between APA Enterprises, Inc., a Minnesota corporation (the ”Seller”) and Photonics International, Inc., a Minnesota corporation (the “Purchaser”), with reference to the following facts:

NON-COMPETE AGREEMENT
Non-Compete Agreement • June 29th, 2007 • APA Enterprises, Inc. • Optical instruments & lenses • Minnesota

THIS AGREEMENT dated as June 28, 2007 by and among PHOTONICS INTERNATIONAL, INC., a Minnesota corporation (“Purchaser”), ANIL K. JAIN ("Jain"), APA OPTRONICS (INDIA) PRIVATE LIMITED ("APA India"), APA ENTERPRISES, INC., a Minnesota corporation ("Seller"), and APA CABLES & NETWORKS, INC., a Minnesota corporation ("APACN"). Seller and APACN and their subsidiaries, collectively, are referred to herein as "APA".

STOCKPLEDGE AGREEMENT
Stockpledge Agreement • June 29th, 2007 • APA Enterprises, Inc. • Optical instruments & lenses

THIS STOCK PLEDGE AGREEMENT, made as of this 28th day of June, 2008, by and between Anil K. Jain, Grantor, under that certain Revocable Trust Agreement dated December 19, 1989, and Anil K. Jain and Sandhya Jain, Co-Trustees under said Revocable Trust Agreement (collectively “Pledgor”) and APA Enterprises, Inc. (“Secured Party”).

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