**Exhibit 10.2**

 

**SECOND AMENDMENT TO CONVERTIBLE PROMISSORYNOTE**

 

DATE:                                                           February13, 2003

 

PARTIES:                                          ExcelerateTechnologies Holdings, LLC (“Excelerate”)August Technology Corporation (“August Technology”)

 

RECITALS:

 

A.                                   August Technology isthe holder of a Convertible Promissory Note issued by Excelerate dated May 6,2002, in the principal amount of $500,000 (the “Note”).

 

B.                                     August Technologyand Excelerate amended this note on October 29, 2002 (the “First Amendment”).

 

C.                                     August Technologyand Excelerate wish to again amend the Note (the “Second Amendment”).  Amendments to the note include:

1.               Eliminate the maturity date of the Note

2.               Modify the aggregate proceeds fromfinancing

3.               Modify the interest rate of the Note

4.               Add a prepayment provision

 

NOW, THEREFORE, August Technology and Excelerate agree as follows:

 

1.                                       EliminateMaturity Date.

Sections 1.1,1.2, 1.3 and 3.2 of the Note shall be deleted in order to eliminate anyautomatic conversion of the Note pursuant to Section 3.2.  All references in the Note to the “MaturityDate” shall be deleted, and the Note will only become due and payable uponeither (i) the occurrence of a “Qualifying Preferred Share Financing” or (ii)an Event of Default under the Note.

 

2.                                       ModifyAggregate Proceeds from Financing

Section 1.7 ofthe Note is restated to read as follows:

 

1.7                                 “QualifyingPreferred Share Financing” shall mean the sale by Excelerate of a series ofpreferred shares of Excelerate after February 13, 2003, at the price determinedduring the time of Financing, in one or more closings with aggregate proceedsof at least $1.5 million, excluding the conversion of this Note.

 

3.                                       ModifyInterest

Section 2.2 of the Note is restated to read as follows:

 

2.2                                 ThisNote shall bear interest on the outstanding Principal until paid in full at thefollowing rates: (i) from May 6, 2002 to February 13, 2003 at the

 

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rate of eightpercent (8%) per annum, simple interest, and (ii) thereafter at the Prime Rate(defined by the Federal Reserve Bank of New York), adjusted automatically onthe first business day of each calendar quarter.

 

4.                                       AddPrepayment Provision

Section 2.3 of the Note is restated to read as follows:

 

2.3                                 Exceleratemay prepay the Note in whole at any time by paying:

(a)          The outstanding Principal, and

(b)         All interest owed under Section 2.2 of theNote, and

(c)          A prepayment fee of seven and one halfpercent (7.5%) on the combined outstanding Principal and interest.

 

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment tothe Convertible Promissory Note as of the date written above.

 
| **Excelerate  Technologies Holdings, LLC** | **August Technology  Corporation** |
|--------------------------------------------|------------------------------------|
|                                       |                               |
|                                       |                               |
| By:                                        | /s/ Baljit Singh                   |   | By: | /s/ John M. Vasuta |   |
|                                       | Name:  Baljit Singh           |   | Name: John M. Vasuta |
|                                       | Title:  President & CEO   |   | Title: VP & General Counsel |
|                                            |                                    |  |  |  |  |

 

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