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                                                                   Exhibit 10.11

                 MARQUETTE CAPITAL BANK, N. A. - PROMISSORY NOTE


$2,750,000.00

No. 418100000071                                         Minneapolis, Minnesota
Maker:  AUGUST TECHNOLOGY CORPORATION                    Date: November 4, 1999


         FOR VALUE RECEIVED, the Maker promises to pay to the order of Marquette
Capital Bank, N.A. (the "Bank"), at its office Minneapolis, Minnesota, or at
such other place as any present or future holder of this Note may designate from
time to time, the principal amount of Two Million Seven Hundred and Fifty
Thousand Dollars, ($2,750,000.00), or so much thereof as is advanced and remains
outstanding as shown in the records of the holder of this Note, plus interest
thereon from the date on which the same is advanced until this Note is fully
paid, computed on the basis of the actual number of days elapsed and a 360-day
year.

INTEREST:         The interest raw under this Note is:

         A variable rate that shall always be 2.75% per annum more than the
         prior month average of the 30 day LIBOR rate as published in The Wall
         Street Journal, as determined by the holder of this Note.

If the interest rate under this Note is a variable rate based on an index rate
that is no longer available, the holder of this Note may select a comparable
index rate for use under this Note. If this Note provides for a variable
interest rate based on an index rate, the Bank may tend to its other customers
at rates that are equal to, more than, or less than the index rate.

PAYMENTS:         The Maker shall make the following payments of principal and
                  interest under this Note:

         Payments of accrued interest only on the last day of each month
         beginning November 30, 1999, and 1 final payment of the remaining
         unpaid balance of principal and accrued interest on May 31, 2000.

ADDITIONAL INTEREST:

         Notwithstanding the foregoing, after the occurrence of an Event of
         Default and until such Event of Default is cured, the interest rate
         under this Note shall automatically increase to a rate that is 2.0%
         per annum in excess of the rate otherwise in effect. If this Note
         provides for a variable interest rate, the increased rate shall
         continue to vary based on changes in the index rate.


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LATE FEES:

         If any payment under this Note (including but not limited to any final
         payment, and any payment due by reason of default or acceleration) is
         more than 10 days past due, the Maker shall pay the holder of this
         Note a late fee equal to 5% of the past due amount.

PREPAYMENTS:

         All or any part of the unpaid balance of this Note may be prepaid at
         any time without penalty.

OTHER PROVISIONS:

         This Note evidences the Maker's obligation to repay one or more loans
         under a revolving line of credit.

         This Note is an amendment of the Maker's $1,750,000.00 promissory note
         to the Bank dated July 1, 1999.

         The extensions of credit under this Note are made under Section 47.59
         of the Minnesota Statutes.

         At the option of the holder of this Note, any payment under this Note
may be applied first to the payment of charges, fees and expenses (other than
principal and interest) under this Note and any other agreement or writing in
connection with this Note, second to the payment of interest accrued through the
date of payment, and third to the payments of principal under this Note in
inverse order of maturity. Also, at the option of the holder of this Note, if
there is any overpayment of interest under this Note, the holder may hold the
excess and apply it to future interest accruing under this Note. The Maker
represents, warrants, certifies to the Bank and agrees that all advances under
this Note shall be used solely for business purposes.

The occurrence of any of the following events shall constitute an Event of
Default under this Note:

         (i)      any breach or default in the payment of this Note; or
         (ii)     any breach or default under the terms of any other note,
                  obligation, mortgage, assignment, guaranty, other agreement,
                  or other writing heretofore, herewith or hereafter existing to
                  which the Maker or any endorser, guarantor or surety of this
                  Note or any other person or entity providing security for this
                  Note or for any guaranty of this Note is a party; or
         (iii)    the insolvency, death, dissolution, liquidation, merger or
                  consolidation of any such Maker, endorser, guarantor, surety
                  or other person or entity; or
         (iv)     any appointment of a receiver, trustee or similar officer of
                  any property of any such Maker, endorser, guarantor, surety or
                  other person or entity; or
         (v)      any assignment for the benefit of creditors of any such Maker,
                  endorser, guarantor, surety or other person or entity; or


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         (vi)     any commencement of any proceeding under any bankruptcy,
                  insolvency, receivership, dissolution, liquidation or similar
                  law by or against any such Maker, endorser, guarantor, surety
                  or other person or entity; or
         (vii)    the sale, lease or other disposition (whether in one or more
                  transactions) to one or more persons or entities of all or a
                  substantial part of the assets of any such Maker, endorser,
                  guarantor, surety or other person or entity; or
         (viii)   any such Maker, endorser, guarantor, surety or other person or
                  entity takes any action to go out of business, or to revoke or
                  terminate any agreement, liability or security in favor of the
                  holder of this Note; or
         (ix)     the entry of any judgment or other order for the payment of
                  money in the amount of $100,000.00 or more against any such
                  Maker, endorser, guarantor, surety or other person or entity;
                  or
         (x)      the issuance or levy of any writ, warrant, attachment,
                  garnishment, execution or other process against any property
                  of any such Maker, endorser, guarantor, surety or other person
                  or entity; or
         (xi)     the attachment of any tax lien to any property of any such
                  Maker, endorser, guarantor, surety or other person or entity;
                  or
         (xii)    any statement, representation or warranty made by any such
                  Maker, endorser, guarantor, surety or other person or entity
                  (or any representative of any such Maker, endorser, guarantor,
                  surety or other person or entity) to the holder of this Note
                  at any time shall be incorrect or misleading in any material
                  respect when made; or
         (xiii)   there is a material adverse change in the condition
                  (financial or otherwise), business or property, of any such
                  Maker,endorser, guarantor, surety or other person or entity;
                  or
         (xiv)    the holder of this Note "in good faith believe that the
                  prospect of due and punctual payment or performance of this
                  Note or the due and punctual payment or performance of any
                  other note, obligation, mortgage, assignment, guaranty, or
                  other agreement heretofore, herewith or hereafter given to or
                  acquired by the holder of this Note in connection with this
                  Note is impaired.

         Upon the commencement of any proceeding under any bankruptcy law by or
against any such Maker, endorser, guarantor, surety or other person or entity,
the unpaid principal balance of this Note plus accrued interest and all other
charges, fees and expenses under this Note shall automatically become
immediately due and payable in full, without any declaration, presentment,
demand, protest, or other notice of any kind. Upon the occurrence of any other
Event of Default and at any time thereafter, the then holder of this Note may,
at its option, declare this Note to be immediately due and payable and
thereupon the unpaid principal balance of this Note plus accrued interest and
all other charges, fees and expenses under this Note shall automatically become
due and payable in full, without any presentment, demand, protest or other
notice of any kind.

         The Maker: (i) waives demand, presentment, protest, notice of protest,
notice of dishonor and notice of nonpayment of this Note; (ii) agrees to
promptly provide the holder of this Note from time to time with the Maker's
financial statements and such other information respecting the financial
condition, business and property of the Maker as the holder of this Note may


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request, in form and substance acceptable to the holder of this Note; (iii)
agrees that when or at any time after this Note becomes due the holder of this
Note may offset or charge the full amount owing on this Note against any account
then maintained by the Maker with the holder of this Note without notice; (iv)
agrees to pay on demand all fees, costs and expenses of the holder of this Note
in connection with this Note and any transactions and matters relating to this
Note, including but not limited to audit fees and expenses and reasonable
attorneys' fees and legal expenses, plus interest on such amounts at the rate
set forth in this Note; and (v) consents to the personal jurisdiction of the
state and federal courts located in the State of Minnesota in connection with
any controversy related in any way to this Note or any transaction or matter
relating to this Note, waives any argument that venue in such forums is not
convenient, and agrees that any litigation initiated by the Maker against the
Bank or any other holder of this Note relating in any way to this Note or any
transaction or matter relating to this Note, shall be venued in either the
Minnesota District Court of the county where the Bank is located, or the United
States District Court, District of Minnesota. Interest on any amount under this
Note shall continue to accrue, at the option of the holder of this Note, until
such holder receives final payment of such amount in collected funds in form
and substance acceptable to such holder.

         No waiver of any right or remedy under this Note shall be valid unless
in writing executed by the holder of this Note, and any such waiver shall be
effective only in the specific instance and for the specific purpose given. All
rights and remedies of the holder of this Note shall be cumulative and may be
exercised singly, concurrently or successively. The Maker, if more than one,
shall be jointly and severally liable under this Note, and the term "Maker,"
wherever used in this Note, shall mean the Maker or any one or more of them. All
references in this Note to the holder of this Note shall mean the Bank and any
and all other present and future holders of this Note. This Note shall bind the
Maker and the heirs, representatives, successors and assigns of the Maker. This
Note shall benefit the holder of this Note and its successors and assigns. This
Note shall be governed by and construed in accordance with the internal laws of
the State of Minnesota (excluding conflict of law rules).

         THE MAKER REPRESENTS AND WARRANTS TO THE BANK AND AGREES THAT THE MAKER
HAS READ ALL OF THIS NOTE AND UNDERSTANDS ALL OF THE PROVISIONS OF THIS NOTE.


ADDRESS OF MAKER:                           MAKER:
5237 Edina Industrial Blvd.
Edina, Minnesota 55439-2910                 AUGUST TECHNOLOGY CORPORATION

TELEPHONE:  (612) 820-0080


                                            By:
                                               ----------------------
                                               Tom C. Velin
                                               Title:  Chief Financial Officer


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