Exhibit 10.2


    
      

    


    Exhibit
      10.2

    


    WELLS
      FARGO HSBC TRADE BANK                                                                  REVOLVING
      CREDIT LOANS NOTE

    


    


    $10,000,000                                                                                            
      Seattle,
      Washington

    July
      27,
      2006

    


    FOR
      VALUE
      RECEIVED, the undersigned KEY
      TECHNOLOGY, INC., an Oregon corporation
      ("Borrower") promises to pay to the order of WELLS FARGO HSBC TRADE BANK,
      NATIONAL ASSOCIATION ("Trade Bank") at its office at 999
      Third
      Avenue, 11th Floor, Seattle, WA 98104,
      or at
      such other place as the holder hereof may designate, in lawful money of the
      United States of America and in immediately available funds, the principal
      sum
      of Ten
      Million
      Dollars
      ($10,000,000),
      or so
      much thereof as may be advanced and be outstanding, with interest thereon,
      to be
      computed on each advance from the date of its disbursement (computed on the
      basis of a 360-day
      year, actual days elapsed) either (i) at a fluctuating rate per annum
one
      and
      three-quarters
      percent
      (1.75%)
      below
      the Prime Rate in effect from time to time, or (ii) at a fixed rate per annum
      determined by WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") to be
one
      percent
      (1%)
      above
      Bank's LIBOR in effect on the first day of the applicable Fixed Rate Term.
      When
      interest is determined in relation to the Prime Rate, each change in the rate
      of
      interest hereunder shall become effective on the date each Prime Rate change
      is
      announced within Bank. With respect to each LIBOR option selected hereunder,
      Trade Bank is hereby authorized to note the date, principal amount, interest
      rate and Fixed Rate Term applicable thereto and any payments made thereon on
      Trade Bank's books and records (either manually or by electronic entry) and/or
      on any schedule attached to this Note, which notations shall be prima facie
      evidence of the accuracy of the information noted.

    


    1.  
DEFINITIONS:
      As used
      herein, the following terms shall have the meanings set forth after
      each:

    


    
      	1.1  	
              "Business
                Day"
                means any day except a Saturday, Sunday or any other day designated
                as a
                holiday under Federal or California statute or
                regulation.

            


    

    


    
      	1.2  	
              "Fixed
                Rate Term"
                means a period commencing on a Business Day and continuing for
                thirty
                (30), sixty (60), ninety (90) or one hundred eighty (180) days, as
                designated by Borrower, during which all or a portion of the outstanding
                principal balance of this Note bears interest determined in relation
                to
                Bank's LIBOR; provided however, that no Fixed Rate Term may be selected
                for a principal amount less than Five
                Hundred Thousand
                Dollars ($500,000);
                and provided further, that no Fixed Rate Term shall extend beyond
                the
                scheduled maturity date hereof. If any Fixed Rate Term would end
                on a day
                which is not a Business Day, then such Fixed Rate Term shall be extended
                to the next succeeding Business
                Day.

            


    

    


    
      	1.3  	
              "LIBOR"
                means the rate per annum (rounded upward, if necessary, to the nearest
                whole 1/8 of 1%) and determined pursuant to the following
                formula:

            


    

    


    
      	
              LIBOR

            	
              =

            	
              Base
                LIBOR  

            
	 	 	
              100%
                - LIBOR Reserve Percentage

            


    

    


    
      	(a)  	
              "Base
                LIBOR"
                means the rate per annum for United States dollar deposits quoted
                by Bank
                as the Inter-Bank Market Offered Rate, with the understanding that
                such
                rate is quoted by Bank for the purpose of calculating effective rates
                of
                interest for loans making reference thereto, on the first day of
                a Fixed
                Rate Term for delivery of funds on said date for a period of time
                approximately equal to the number of days in such Fixed Rate Term
                and in
                an amount approximately equal to the principal amount to which such
                Fixed
                Rate Term applies. Borrower understands and agrees that Bank may
                base its
                quotation of the Inter-Bank Market Offered Rate upon such offers
                or other
                market indicators of the Inter-Bank Market as Bank in its discretion
                deems
                appropriate including, but not limited to, the rate offered for U.S.
                dollar deposits on the London Inter-Bank
                Market.

            


    

    


    
      	(b)  	
              "LIBOR
                Reserve Percentage"
                means the reserve percentage prescribed by the Board of Governors
                of the
                Federal Reserve System (or any successor) for "Eurocurrency Liabilities"
                (as defined in Regulation D of the Federal Reserve Board, as amended),
                adjusted by Bank for expected changes in such reserve percentage
                during
                the applicable Fixed Rate Term.

            


    

    


    
      	1.4  	
              "Prime
                Rate"
                means at any time the rate of interest most recently announced within
                Bank
                at its principal office in San Francisco as its Prime Rate, with the
                understanding that the Prime Rate is one of Bank's base rates and
                serves
                as the basis upon which effective rates of interest are calculated
                for
                those loans making reference thereto, and is evidenced by the recording
                thereof after its announcement in such internal publication or
                publications as Bank may designate.

            


    

    


    2.  
INTEREST:

    


    
      	2.1  	
              Payment
                of Interest.
                Interest accrued on this Note shall be payable on the last
                day of each month,
                commencing July
                31, 2006.

            


    

    


    
      	2.2  	
              Selection
                of Interest Rate Options.
                At any time any portion of this Note bears interest determined in
                relation
                to Bank's LIBOR, it may be continued by Borrower at the end of the
                Fixed
                Rate Term applicable thereto so that all or a portion thereof bears
                interest determined in relation to the Prime Rate or in relation
                to Bank's
                LIBOR for a new Fixed Rate Term designated by Borrower. At any time
                any
                portion of this Note bears interest determined in relation to the
                Prime
                Rate, Borrower may convert all or a portion thereof so that it bears
                interest determined in relation to Bank's LIBOR for a Fixed Rate
                Term
                designated by Borrower. At the time each advance is requested hereunder
                or
                Borrower wishes to select the LIBOR option for all or a portion of
                the
                outstanding principal balance hereof, and at the end of each Fixed
                Rate
                Term, Borrower shall give Trade Bank notice specifying (a) the interest
                rate option

               

            


    

     

    
      
        
        

      

      
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              selected
                by Borrower, (b) the principal amount subject thereto, and (c) if the
                LIBOR option is selected, the length of the applicable Fixed Rate
                Term.
                Any such notice may be given by telephone so long as, with respect
                to each
                LIBOR selection, (i) Trade Bank receives written confirmation from
                Borrower not later than three (3) Business Days after such telephone
                notice is given, and (ii) such notice is given to Trade Bank prior
                to
                10:00 a.m., California time, on the first day of the Fixed Rate Term.
                For
                each LIBOR option requested hereunder, Trade Bank will quote the
                applicable fixed rate to Borrower at approximately 10:00 a.m., California
                time, on the first day of the Fixed Rate Term. If Borrower does not
                immediately accept the rate quoted by Trade Bank, any subsequent
                acceptance by Borrower shall be subject to a redetermination by Trade
                Bank
                of the applicable fixed rate; provided however, that if Borrower
                fails to
                accept any such rate by 11:00 a.m., California time, on the Business
                Day
                such quotation is given, then the quoted rate shall expire and Trade
                Bank
                shall have no obligation to permit a LIBOR option to be selected
                on such
                day. If no specific designation of interest is made at the time any
                advance is requested hereunder or at the end of any Fixed Rate Term,
                Borrower shall be deemed to have made a Prime Rate interest selection
                for
                such advance or the principal amount to which such Fixed Rate Term
                applied.

            


    

     

    3.  
ADDITIONAL
      LIBOR PROVISIONS.

    


    
      	3.1  	
              If
                Trade Bank at any time shall determine that for any reason adequate
                and
                reasonable means do not exist for ascertaining Bank's LIBOR, then
                Trade
                Bank shall promptly give notice thereof to Borrower. If such notice
                is
                given and until such notice has been withdrawn by Trade Bank, than
                (i) no
                new LIBOR option may be selected by Borrower, and (ii) any portion
                of the
                outstanding principal balance hereof which bears interest determined
                in
                relation to Bank's LIBOR, subsequent to the end of the Fixed Rate
                Term
                applicable thereto, shall bear interest determined in relation to
                the
                Prime Rate.

            


    

    


    
      	3.2  	
              If
                any law, treaty, rule, regulation or determination of a court or
                governmental authority or any change therein or in the interpretation
                or
                application thereof (each, a "Change in Law") shall make it unlawful
                for
                Trade Bank (i) to make LIBOR options available hereunder, or (ii)
                to
                maintain interest rates based on Bank's LIBOR, then in the former
                event,
                any obligation of Trade Bank to make available such unlawful LIBOR
                options
                shall immediately be canceled, and in the latter event, any such
                unlawful
                LIBOR-based interest rates then outstanding shall be converted, at
                Trade
                Bank's option, so that interest on the portion of the outstanding
                principal balance subject thereto is determined in relation to the
                Prime
                Rate; provided however, that if any such Change in Law shall permit
                any
                LIBOR-based interest rates to remain in effect until the expiration
                of the
                Fixed Rate Term applicable thereto, then such permitted LIBOR-based
                interest rates shall continue in effect until the expiration of such
                Fixed
                Rate Term. Upon the occurrence of any of the foregoing events, Borrower
                shall pay to Trade Bank immediately upon demand such amounts as may
                be
                necessary to compensate Trade Bank for any fines, fees, charges,
                penalties
                or other costs incurred or payable by Trade Bank as a result thereof
                and
                which are attributable to any LIBOR options made available to Borrower
                hereunder, and any reasonable allocation made by Trade Bank among
                its
                operations shall be conclusive and binding upon
                Borrower.

            


    

    


    
      	3.3  	
              If
                any Change in Law or compliance by Trade Bank with any request or
                directive (whether or not having the force of law) from any central
                bank
                or other governmental authority
                shall:

            


    

    


    
      	(a)  	
              subject
                Trade Bank to any tax, duty or other charge with respect to any LIBOR
                options, or change the basis of taxation of payments to Trade Bank
                of
                principal, interest, fees or any other amount payable hereunder (except
                for changes in the rate of tax on the overall net income of Trade
                Bank);
                or

            


    

    


    
      	(b)  	
              impose,
                modify or hold applicable any reserve, special deposit, compulsory
                loan or
                similar requirement against assets held by, deposits or other liabilities
                in or for the account of, advances or loans by, or any other acquisition
                of funds by any office of Trade Bank;
                or

            


    

    


    
      	(c)  	
              impose
                on Trade Bank any other condition;

            


    

    


    and
      the
      result of any of the foregoing is to increase the cost to Trade Bank of making,
      renewing or maintaining any LIBOR options hereunder and/or to reduce any amount
      receivable by Trade Bank in connection therewith, then in any such case,
      Borrower shall pay to Trade Bank immediately upon demand such amounts as may
      be
      necessary to compensate Trade Bank for any additional costs incurred by Trade
      Bank and/or reductions in amounts received by Trade Bank which are attributable
      to such LIBOR options. In determining which costs incurred by Trade Bank and/or
      reductions in amounts received by Trade Bank are attributable to any LIBOR
      options made available to Borrower hereunder, any reasonable allocation made
      by
      Trade Bank among its operations shall be conclusive and binding upon
      Borrower.

    


    


    4.  
BORROWING
      AND REPAYMENT:

    


    
      	4.1  	
              Borrowing
                and Repayment.
                Borrower may from time to time during the term of this Note borrow,
                partially or wholly repay its outstanding borrowings, and reborrow,
                subject to all of the limitations, terms and conditions of this Note
                and
                of any document executed in connection with or governing this Note;
                provided however, that the total outstanding borrowings under this
                Note
                shall not at any time exceed the principal amount stated above. The
                unpaid
                principal balance of this obligation at any time shall be the total
                amounts advanced hereunder by the holder hereof less the amount of
                principal payments made hereon by or for any Borrower, which balance
                may
                be endorsed hereon from time to time by the holder. The outstanding
                principal balance of this Note shall be due and payable in full on
                June
                30, 2008.

            


    

    


    
      	4.2  	
              Advances.
                Advances hereunder, to the total amount of the principal sum stated
                above,
                may be made by the holder at the oral or written request of Ronald
                W.
                Burgess, acting alone, who is authorized to request advances and
                direct
                the disposition of any advances until written notice of the revocation
                of
                such authority is received by the holder
                at

            


    

     

    
      
        
        

      

      
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              the
                office designated above, or (b) any person, with respect to advances
                deposited to the credit of any account of any Borrower with the holder,
                which advances, when so deposited, shall be conclusively presumed
                to have
                been made to or for the benefit of each Borrower regardless of the
                fact
                that persons other than those authorized to request advances may
                have
                authority to draw against such account. The holder shall have no
                obligation to determine whether any person requesting an advance
                is or has
                been authorized by any Borrower.

            


    

     

    
      	4.3  	
              Application
                of Payments.
                Each payment made on this Note shall be credited first, to any interest
                then due and second, to the outstanding principal balance hereof.
                All
                payments credited to principal shall be applied first, to the outstanding
                principal balance of this Note which bears interest determined in
                relation
                to the Prime Rate, if any, and second, to the outstanding principal
                balance of this Note which bears interest determined in relation
                to Bank's
                LIBOR, with such payments applied to the oldest Fixed Rate Term
                first.

            


    

    


    
      	4.4  	
              Prepayment.

            


    

    


    
      	(a)  	
              Prime
                Rate.
                Borrower may prepay principal on any portion of this Note which bears
                interest determined in relation to the Prime Rate at any time, in
                any
                amount and without penalty.

            


    

    


    
      	(b)  	
              LIBOR.
                Borrower may prepay principal on any portion of this Note which bears
                interest determined in relation to Bank's LIBOR at any time and in
                the
                minimum amount of Five
                Hundred Thousand
                Dollars ($500,000);
                provided however, that if the outstanding principal balance of such
                portion of this Note is less than said amount, the minimum prepayment
                amount shall be the entire outstanding principal balance thereof.
                In
                consideration of Trade Bank providing this prepayment option to Borrower,
                or if any such portion of this Note shall become due and payable
                at any
                time prior to the last day of the Fixed Rate Term applicable thereto
                by
                acceleration or otherwise, Borrower shall pay to Trade Bank immediately
                upon demand a fee which is the sum of the discounted monthly differences
                for each month from the month of prepayment through the month in
                which
                such Fixed Rate Term matures, calculated as follows for each such
                month:

            


    

    


    
      	(1)  	
              Determine
                the amount of interest which would have accrued each month on the
                amount
                prepaid at the interest rate applicable to such amount had it remained
                outstanding until the last day of the Fixed Rate Term applicable
                thereto.

            


    

    


    
      	(2)  	
              Subtract
                from the amount determined in (1) above the amount of interest which
                would
                have accrued for the same month on the amount prepaid for the remaining
                term of such Fixed Rate Term at Bank's LIBOR in effect on the date
                of
                prepayment for new loans made for such term and in a principal amount
                equal to the amount prepaid.

            


    

    


    
      	(3)  	
              If
                the result obtained in (2) for any month is greater than zero, discount
                that difference by Bank's LIBOR used in (2)
                above.

            


    

    


    Each
      Borrower acknowledges that prepayment of such amount may result in Trade Bank
      incurring additional costs, expenses and/or liabilities, and that it is
      difficult to ascertain the full extent of such costs, expenses and/or
      liabilities. Each Borrower, therefore, agrees to pay the above-described
      prepayment fee and agrees that said amount represents a reasonable estimate
      of
      the prepayment costs, expenses and/or liabilities of Trade Bank. If Borrower
      fails to pay any prepayment fee when due, the amount of such prepayment fee
      shall thereafter bear interest until paid at a rate per annum five
      percent
      (5%)
      above
      the Prime Rate in effect from time to time (computed on the basis of a
360-day
      year, actual days elapsed).

    


    5.  
EVENTS
      OF DEFAULT:
      This
      Note is made pursuant to and is subject to the terms and conditions of that
      certain Credit Agreement between Borrower and Trade Bank dated as of
July
      27, 2006,
      as
      amended from time to time ("Credit Agreement"). Any default in the payment
      or
      performance of any obligation under this Note, or any defined event of default
      under the Credit Agreement, shall constitute an "Event of Default" under this
      Note.

    


    6.  
MISCELLANEOUS:

    


    
      	6.1  	
              Remedies.
                Upon the
                occurrence of any Event of Default, the holder of this Note, at the
                holder's option, may declare all sums of principal and interest
                outstanding hereunder to be immediately due and payable without
                presentment, demand, protest or notice of dishonor, all of which
                are
                expressly waived by each Borrower, and the obligation, if any, of
                the
                holder to extend any further credit hereunder shall immediately cease
                and
                terminate. Each Borrower shall pay to the holder immediately upon
                demand
                the full amount of all payments, advances, charges, costs and expenses,
                including reasonable attorneys' fees (to include outside counsel
                fees and
                all allocated costs of the holder's in-house counsel), incurred by
                the
                holder in connection with the enforcement of the holder's rights
                and/or
                the collection of any amounts which become due to the holder under
                this
                Note, and the prosecution or defense of any action in any way related
                to
                this Note, including without limitation, any action for declaratory
                relief, and including any of the foregoing incurred in connection
                with any
                bankruptcy proceeding relating to any
                Borrower.

            


    

    


    
      	6.2  	
              Obligations
                Joint and Several.
                Should more than one person or entity sign this Note as a Borrower,
                the
                obligations of each such Borrower shall be joint and
                several.

            


    

     

    
      
        
        

      

      
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      	6.3  	
              Governing
                Law.
                This Note shall be governed by and construed in accordance with the
                laws
                of the State of California, except to the extent Trade Bank has greater
                rights or remedies under Federal law, whether as a national bank
                or
                otherwise, in which case such choice of California law shall not
                be deemed
                to deprive Bank of any such rights and remedies as may be available
                under
                Federal law.

            


    

    


    
      	
              “BORROWER”

               

              KEY
                TECHNOLOGY, INC.

               

              By:
                /s/
                Ronald W. Burgess

               

              Title:
                Senior
                Vice President and Chief Financial
                Officer

            


    

    


    
      	
              Borrower’s
                Address:

              150
                Avery Street

              Walla
                Walla, WA 99362

            


    

     

    
      
        
        

      

      
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    ADDENDUM
      TO PROMISSORY NOTE

    


    


    THIS
      ADDENDUM is attached to and made a part of that certain promissory note executed
      by KEY
      TECHNOLOGY, INC., an Oregon corporation
      ("Borrower") and payable to WELLS FARGO HSBC TRADE BANK, NATIONAL ASSOCIATION,
      or order, dated as of July
      27,
      2006 in the principal amount of Ten
      Million
      Dollars
      ($10,000,000)
      (the
      "Note").

    


    The
      following arbitration provision is hereby incorporated into the
      Note:

    


    ARBITRATION:

    


    1.  Arbitration.
      The
      parties hereto agree, upon demand by any party, to submit to binding arbitration
      all claims, disputes and controversies between or among them (and their
      respective employees, officers, directors, attorneys, and other agents), whether
      in tort, contract or otherwise arising out of or relating to in any way (i)
      the
      loan and related loan and security documents which are the subject of this
      Note
      and its negotiation, execution, collateralization, administration, repayment,
      modification, extension, substitution, formation, inducement, enforcement,
      default or termination; or (ii) requests for additional credit.

    


    2.  Governing
      Rules.
      Any
      arbitration proceeding will (i) proceed in a location in California selected
      by
      the American Arbitration Association (“AAA”); (ii) be governed by the Federal
      Arbitration Act (Title 9 of the United States Code), notwithstanding any
      conflicting choice of law provision in any of the documents between the parties;
      and (iii) be conducted by the AAA, or such other administrator as the parties
      shall mutually agree upon, in accordance with the AAA’s commercial dispute
      resolution procedures, unless the claim or counterclaim is at least
      $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in
      which
      case the arbitration shall be conducted in accordance with the AAA’s optional
      procedures for large, complex commercial disputes (the commercial dispute
      resolution procedures or the optional procedures for large, complex commercial
      disputes to be referred to, as applicable, as the “Rules”). If there is any
      inconsistency between the terms hereof and the Rules, the terms and procedures
      set forth herein shall control. Any party who fails or refuses to submit to
      arbitration following a demand by any other party shall bear all costs and
      expenses incurred by such other party in compelling arbitration of any dispute.
      Nothing contained herein shall be deemed to be a waiver by any party that is
      a
      bank of the protections afforded to it under 12 U.S.C. §91 or any similar
      applicable state law.

    


    3.  No
      Waiver; Provisional Remedies, Self-Help and Foreclosure.
      The
      arbitration requirement does not limit the right of any party to (i) foreclose
      against real or personal property collateral; (ii) exercise self-help remedies
      relating to collateral or proceeds of collateral such as setoff or repossession;
      or (iii) obtain provisional or ancillary remedies such as replevin, injunctive
      relief, attachment or the appointment of a receiver, before during or after
      the
      pendency of any arbitration proceeding. This exclusion does not constitute
      a
      waiver of the right or obligation of any party to submit any dispute to
      arbitration or reference hereunder, including those arising from the exercise
      of
      the actions detailed in sections (i), (ii) and (iii) of this
      paragraph.

    


    4.  Arbitrator
      Qualifications and Powers.
      Any
      arbitration proceeding in which the amount in controversy is $5,000,000.00
      or
      less will be decided by a single arbitrator selected according to the Rules,
      and
      who shall not render an award of greater than $5,000,000.00. Any dispute in
      which the amount in controversy exceeds $5,000,000.00 shall be decided by
      majority vote of a panel of three arbitrators; provided however, that all three
      arbitrators must actively participate in all hearings and deliberations. The
      arbitrator will be a neutral attorney licensed in the State of California or
      a
      neutral retired judge of the state or federal judiciary of California, in either
      case with a minimum of ten years experience in the substantive law applicable
      to
      the subject matter of the dispute to be arbitrated. The arbitrator will
      determine whether or not an issue is arbitratable and will give effect to the
      statutes of limitation in determining any claim. In any arbitration proceeding
      the arbitrator will decide (by documents only or with a hearing at the
      arbitrator's discretion) any pre-hearing motions which are similar to motions
      to
      dismiss for failure to state a claim or motions for summary adjudication. The
      arbitrator shall resolve all disputes in accordance with the substantive law
      of
      California and may grant any remedy or relief that a court of such state could
      order or grant within the scope hereof and such ancillary relief as is necessary
      to make effective any award. The arbitrator shall also have the power to award
      recovery of all costs and fees, to impose sanctions and to take such other
      action as the arbitrator deems necessary to the same extent a judge could
      pursuant to the Federal Rules of Civil Procedure, the California Rules of Civil
      Procedure or other applicable law. Judgment upon the award rendered by the
      arbitrator may be entered in any court having jurisdiction. The institution
      and
      maintenance of an action for judicial relief or pursuit of a provisional or
      ancillary remedy shall not constitute a waiver of the right of any party,
      including the plaintiff, to submit the controversy or claim to arbitration
      if
      any other party contests such action for judicial relief. 

    


    5.  Discovery.
      In any
      arbitration proceeding discovery will be permitted in accordance with the Rules.
      All discovery shall be expressly limited to matters directly relevant to the
      dispute being arbitrated and must be completed no later than 20 days before
      the
      hearing date and within 180 days of the filing of the dispute with the AAA.
      Any
      requests for an extension of the discovery periods, or any discovery disputes,
      will be subject to final determination by the arbitrator upon a showing that
      the
      request for discovery is essential for the party's presentation and that no
      alternative means for obtaining information is available.

    


    6.  Class
      Proceedings and Consolidations.
      The
      resolution of any dispute arising pursuant to the terms of this Note shall
      be
      determined by a separate arbitration proceeding and such dispute shall not
      be
      consolidated with other disputes or included in any class
      proceeding.

    


    7.  Payment
      Of Arbitration Costs And Fees.
      The
      arbitrator shall award all costs and expenses of the arbitration
      proceeding.

    


    8.  Real
      Property Collateral; Judicial Reference.
      Notwithstanding anything herein to the contrary, no dispute shall be submitted
      to arbitration if the dispute concerns indebtedness secured directly or
      indirectly, in whole or in part, by any real property unless (i) the holder
      of
      the mortgage, lien or security interest specifically elects in writing to
      proceed with the arbitration, or (ii) all parties to the arbitration waive
      any
      rights or benefits that might accrue to them by virtue of the single action
      rule
      statute of California, thereby agreeing that all indebtedness and obligations
      of
      the parties, and all mortgages, liens and security interests securing such
      indebtedness and obligations, shall remain fully valid and enforceable. If
      any
      such dispute is not submitted to arbitration, the dispute shall be referred
      to a
      referee in accordance with California Code of Civil Procedure Section 638 et
      seq., and this general reference

     

    
      
        
        

      

      
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    agreement
      is intended to be specifically enforceable in accordance with said Section
      638.
      A referee with the qualifications required herein for arbitrators shall be
      selected pursuant to the AAA’s selection procedures. Judgment upon the decision
      rendered by a referee shall be entered in the court in which such proceeding
      was
      commenced in accordance with California Code of Civil Procedure Sections 644
      and
      645.

    


    9.  Miscellaneous. To
      the
      maximum extent practicable, the AAA, the arbitrators and the parties shall
      take
      all action required to conclude any arbitration proceeding within 180 days
      of
      the filing of the dispute with the AAA. No arbitrator or other party to an
      arbitration proceeding may disclose the existence, content or results thereof,
      except for disclosures of information by a party required in the ordinary course
      of its business or by applicable law or regulation. If more than one agreement
      for arbitration by or between the parties potentially applies to a dispute,
      the
      arbitration provision most directly related to the documents between the parties
      or the subject matter of the dispute shall control. This Note may be amended
      or
      modified only in writing signed by each party hereto. If any provision of this
      Note shall be held to be prohibited by or invalid under applicable law such
      provision shall be ineffective only to the extent of such prohibition or
      invalidity, without invalidating the remainder of such provision or any
      remaining provisions of this Note. This arbitration provision shall survive
      termination, amendment or expiration of any of the documents or any relationship
      between the parties.

    


    IN
      WITNESS WHEREOF, this Addendum has been executed as of the same date as the
      Note.

    


    


    
      	
              “BORROWER”

               

              KEY
                TECHNOLOGY, INC.

               

              By:
                /s/ Ronald
                W. Burgess

               

              Title:
                Senior
                Vice President and Chief Financial
                Officer

            


    

     

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