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                                                                   Exhibit 10.15

                              KEY TECHNOLOGY, INC.

                         PROFIT SHARING AND 401(k) PLAN
                                2001 RESTATEMENT

                                 AMENDMENT NO. 1

          Pursuant to Section 10.2 of the Key Technology, Inc. Profit Sharing
and 401(k) Plan, 2001 Restatement (the "Plan"), the sponsoring employer hereby
amends the Plan as follows:

     1.   Effective Date of Increase in Amount of Involuntary Cash-out. The
          effective date of the amendment to Section 5.3.2, on page 1 of the
          Plan, is amended by replacing the date "January 1, 1997" with "January
          1, 1998."

     2.   Definition of Compensation. The fifth paragraph of Section 1.6 is
          amended by adding the underlined text, to read as follows:

               "For purposes of the Section 415(c) limits on contributions and
               benefits, the following items shall be included in the definition
               of Compensation: (1) elective deferrals to 401(k) plans; (2)
               elective contributions to Section 457 nonqualified deferred
               compensation plans; (3) salary reduction contributions made to a
               cafeteria plan under Section 125; and, for Plan Years beginning
               on or after January 1, 2001, (4) elective amounts that are not
               includible in gross income by reason of Code Section 132(f)(4)."

     3.   Definition of Highly Compensated Employee. Section 1.11(b)(ii) of the
          Plan is amended to read as follows:

            "(ii) if the Employer elects use of the top-paid group through a
          Plan amendment, was in the top-paid group of employees for such
          preceding year."

     4.   Qualified Military Service. Section 2.2.5 is amended by adding the
          underlined text, to read as follows:

               "Notwithstanding any provision of this Plan to the contrary,
               contributions, benefits and service credit with respect to
               qualified military service will be provided in accordance with
               Section 414(u) of the Code effective as of December 12, 1994."

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     5.   Excess Contributions. Section 3.4.4 of the Plan is amended, beginning
          with the eighth sentence of the first paragraph of Section 3.4.4 and
          continuing to the end of such paragraph, to read as follows:

               "A Highly Compensated Employee's "excess contributions" are, with
               respect to any Plan Year, the excess of (1) the aggregate amount
               of employer contributions actually taken into account in
               computing the ADP of the Highly Compensated Employee for such
               Plan Year, over (2) the maximum amount of such contributions
               permitted by the ADP test (determined by hypothetically reducing
               contributions made on behalf of Highly Compensated Employees in
               order of the ADPs, beginning with the highest of such
               percentages), using a leveling method under which the actual
               dollar amount deferred is reduced to the extent required to (1)
               enable the Plan to satisfy the requirements of this Section 3.4.4
               or (2) cause such Highly Compensated Employee's actual dollar
               amount deferred to equal the actual dollar amount deferred of the
               Highly Compensated Employee with the next highest actual dollar
               amount deferred, repeating this process until the requirements of
               this Section 3.4.4 are met. The amount of excess contributions to
               be distributed with respect to a Participant for a Plan Year
               shall be reduced by any excess deferrals previously distributed
               to the Participant for the calendar year ending with or within
               such Plan Year."

     6.   Excess Aggregate Contributions. Section 3.4.6 of the Plan is amended,
          beginning with the fourth sentence of the second paragraph of Section
          3.4.6 and continuing to the end of such paragraph, to read as follows:

               "A Highly Compensated Employee's "excess aggregate contributions"
               are, with respect to any Plan Year, the excess of (1) the
               aggregate amount of employer matching contributions actually
               taken into account in computing the ACP of the Highly Compensated
               Employee for such Plan Year, over (2) the maximum amount of such
               contributions permitted by the ACP test (determined by
               hypothetically reducing matching contributions made on behalf of
               Highly Compensated Employees in order of the ACPs, beginning with
               the highest of such percentages), using a leveling method under
               which the actual dollar amount contributed is reduced to the
               extent required to (1) enable the Plan to satisfy the
               requirements of this Section 3.4.6 or (2) cause such Highly
               Compensated Employee's actual dollar contribution amount to equal
               the actual dollar contribution amount of the Highly Compensated
               Employee with the next highest actual dollar contribution amount,
               repeating this process until the requirements of this Section
               3.4.6 are met. A matching contribution shall be forfeited and not
               taken into account for purposes of this Section 3.4.6 if the
               contribution to

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               which it relates is treated as an excess deferral under Section
               3.4.1 or an excess contribution under 3.4.4."

     7.   "Maximum Permissible Amount". The definition of "Maximum Permissible
          Amount" in Section 4.4.7(c) is amended to read as follows:

"(c) "Maximum Permissible Amount" means the lesser of (1) $30,000, or (2) 25
     percent of the Participant's Compensation for the Plan Year. For purposes
     of the preceding sentence, the Compensation limitation shall not apply to
     any contribution for medical benefits (within the meaning of Section
     419(f)(2) of the Code) after separation from service which is otherwise
     treated as an annual addition."

     8.   Required Beginning Date. Section 5.5.7(f) of the Plan is amended by
          adding a new subsection (iv) thereto, to read as follows:

     "(iv) A Participant (other than a 5-percent owner) who attains age 70 1/2
     after 1995 shall have the option of commencing distributions by April 1
     following age 70 1/2 or deferring distributions until April 1 following the
     calendar year in which the Participant retires."

          Except as otherwise stated herein, this Amendment is effective as of
January 1, 2001. Except as amended, the Plan shall continue in full force and
effect.

     KEY TECHNOLOGY, INC.


     By /s/ Gordon Wicher
        ------------------------------------

                                                                 Amendment NO. 1
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