Exhibit 10.2


 


SECOND AMENDMENT TO CONVERTIBLE PROMISSORY
NOTE


 


DATE:                                                           February
13, 2003


 


PARTIES:                                          Excelerate
Technologies Holdings, LLC (“Excelerate”)

August Technology Corporation (“August Technology”)


 


RECITALS:


 


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


 


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


 


C.                                     August Technology
and 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 from
financing


3.               Modify the interest rate of the Note


4.               Add a prepayment provision


 


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


 


1.                                       Eliminate
Maturity Date.


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


 


2.                                       Modify
Aggregate Proceeds from Financing


Section 1.7 of
the Note is restated to read as follows:


 


1.7                                 “Qualifying
Preferred Share Financing” shall mean the sale by Excelerate of a series of
preferred shares of Excelerate after February 13, 2003, at the price determined
during the time of Financing, in one or more closings with aggregate proceeds
of at least $1.5 million, excluding the conversion of this Note.


 


3.                                       Modify
Interest


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


 


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


 


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


 


4.                                       Add
Prepayment Provision


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


 


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


(a)          The outstanding Principal, and


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


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


 


IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to
the 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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