ADVANCED POWER TECHNOLOGY, INC.



                              EMPLOYMENT AGREEMENT



                                (SALES PERSONNEL)





     THIS EMPLOYMENT AGREEMENT is made and entered into this 19 day of SEPTEMBER

1988, by and between ADVANCED POWER TECHNOLOGY, INC., a Delaware corporation

("Company") and THOMAS A. LODER, an individual ("Employee").



     WHEREAS, Company desires to employ Employee upon the terms and conditions

hereinafter set forth, and Employee desires to be so employed;



     NOW, THEREFORE, in consideration of the mutual promises contained herein,

Company and Employee agree as follows:



1.   EMPLOYMENT



     Company hereby employees Employee as SOUTHERN SALES MANAGER of the Company

     with the powers an duties consistent with such position, and Employee

     hereby accepts such employment, on the terms and conditions hereinafter set

     forth. Employee, subject to the control of the Management of Company,

     agrees to diligently utilize his or her best efforts to further the

     interests of the Company and to discharge those responsibilities and duties

     required for the planning, development, operation, promotion and

     advancement of the Company, and such other duties as Company may require.



2.   TERM AND TERMINATION



     2.1  This Agreement shall terminate upon the happening of any of the

     following events:



          (a)  By mutual agreement between Company and Employee;



          (b)  Unilaterally by Employee without cause;



          (c)  Upon the death of Employee;



          (d)  By the Company upon the good faith determination of the Chief

          Executive officer of Company that Employee has become so physically or

          mentally disabled as to be incapable of satisfactorily performing his

          or her duties hereunder for a period of ninety (90) days during any

          six month period, such determination may be based upon a certificate

          as to such physical or mental disability issued by a licensed

          physician and/or psychiatrist (as the case may be) employed by

          Company; or



          (e)  By the Company for cause, that is to say only upon Employee's

          conviction of a felony, commission of any material act of dishonesty

          against the Company,









          material breach of this Agreement by Employee, or misconduct by

          Employee having a substantial adverse effect on the business of the

          Company.



          (f)  By the Company without cause, in which event (Section 2.2 to the

          contrary not withstanding) the Company will continue to pay Employee

          the full amount due as salary for a period of thirty days following

          notice of termination.



     2.2  In the event that this Agreement is terminated pursuant to Paragraph

     2.1, neither Company nor Employee shall have any remaining duties or

     obligations hereunder, except that Company shall pay to Employee, or his or

     her representatives, such compensation as is due pursuant to Section 3. The

     provisions of Section 4-6 shall survive termination.



     2.3  This Agreement shall not be terminated by any:



          (a)  Merger, whether the Company is or is not the surviving

          corporation; or



          (b)  Transfer of all or substantially all of the assets of the

          Company; or



          (c)  Voluntary or involuntary dissolution or liquidation of the

          Company; or



          (d)  Consolidation to which the Company is a party.



     In the event of any such merger, transfer of assets, dissolution,

     liquidation, or consolidation, the surviving corporation or transferee, as

     the case may be, shall be bound by and shall have the benefits of this

     Agreement, and Company shall take all action to ensure that such

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