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                                                                    Exhibit 10.2

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                          August Technology Corporation
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                            INTERNATIONAL DISTRIBUTOR

                                    AGREEMENT

This Agreement is made as of the 14th day of June , 1999, between AUGUST
TECHNOLOGY CORPORATION, a Minnesota (USA) corporation with a principal place of
business at 5237 Edina Industrial Blvd., Edina, Minnesota 55439, USA, (hereafter
referred to as "August Technology") and MARUBENI SOLUTIONS CORPORATION, an
entity organized and existing under the laws of Japan, having its principal
place of business 1-26-20, Higashi, Shibuya-ku, Tokyo 150-0011 Japan (hereafter
referred to as "Distributor").

In consideration of the mutual covenants and agreements hereinafter set forth,
the parties agree as follows:

The following are the terms and conditions under which August Technology sells
and licenses its image inspection technology, vision system controlled
manufacturing tools, licensed software programs, and related spare parts
specified in Exhibit-A (hereinafter jointly referred to as "Product" or "
Products"). Distributor wishes to purchase all or selected Products for resale
and commits to actively provide its customers the necessary service and support
to successfully market and maintain the Products in the assigned territory.

1.       DEFINITIONS

         The terms listed below will have the following meaning, unless the
context clearly indicates otherwise:

         1.1      "AGREEMENT" will mean this International Distributor Agreement
                  and all Exhibits.

         1.2      "COMPETITIVE PRODUCTS" will mean image inspection technology,
                  vision system controlled manufacturing tools, licensed
                  software programs, and related spare parts, of substantially
                  the same functionality Products..

         1.3      "PRICE LIST" will mean the published prices that August
                  Technology shall issue from time to time.

         1.4      "TERRITORY" will mean the countries specified in Exhibit-C.

         1.5      "MIE" will mean Marubeni Solutions Corporation's subsidiary in
                  the USA. Specifically, Marubeni International Electronics
                  Corporation with a principal place of business at 790 Lucerne
                  Drive, Sunnyvale, California, 94086.

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2.       APPOINTMENT AS DISTRIBUTOR

         August Technology hereby appoints Distributor as an authorized,
         independent, exclusive Distributor for the Products, for the purpose of
         reselling and servicing the Products directly to its customers in the
         Territory. Distributor agrees that it will re-sell Products directly,
         without the use of any dealers, sub-agents, and the like except with
         August Technology's express written consent.

3.       TERM OF AGREEMENT

         This Agreement will remain in effect during one (1) year period after
         the signed date on this agreement by both parties, and then shall be
         automatically renewed thereafter on a year-to-year basis unless
         otherwise terminated hereunder. Termination may be made at any time by
         either party by providing written notice at least 6 months prior to the
         intended termination date.

4.       TERRITORY

         Distributor will have the exclusive right to actively market, sell, and
         promote the Products in the Territory (see Exhibit-C).

5.       RESTRICTIONS

         5.1      Distributor agrees not to make any sale, transfer, exchange,
                  or other conveyance of any Products whatsoever to any person
                  that Distributor knows, or has reason to know, is purchasing
                  such Products for the purpose of resale without first
                  notifying August Technology for written approval.

         5.2      Distributor will have no rights to the Products, any software
                  included in the Products, or any improvements in the Products.
                  Distributor agrees not to copy, manufacture, re-manufacture,
                  or otherwise modify any Products without the written consent
                  from August Technology (signed by an officer of the company).
                  If Distributor is permitted to modify Products to conform to
                  customer requests or specifications, such modifications must
                  not degrade the original August Technology operating
                  specifications or impede the reliability of the Products. Any
                  modifications performed in violation of this Section 5.2 will
                  void all warranties.

         5.3      Distributor agrees not to promote, market, or sell any
                  Competitive Products or services, directly or indirectly,
                  within the Territory with the exception of Products that
                  Distributor has a Tight to distribute in the Territory on the
                  date of this Agreement. If any equipment supplier to
                  Distributor develops or promotes a Competitive product to
                  August Technology's products, Distributor agrees to
                  immediately notify August Technology in writing of this
                  conflict (including a proposed resolution to the conflict).
                  Distributor agrees not to establish a branch office or other
                  entity or association with plans to distribute Products
                  outside the

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                  Territory, or to appoint any sub-Distributor outside the
                  Territory except with express written consent by August
                  Technology.

6.       PRICE, PAYMENT, TAXES, DUTY & COMMISSION

         6.1      Prices for the Products purchased under this Agreement will be
                  as specified in Exhibit-B. August Technology will have the
                  right at any time to change its prices and must provide
                  Distributor with a Sixty (60) day advance written notice of
                  any pricing changes. Price changes will not apply to unfilled
                  purchase orders that have been accepted by August Technology
                  prior to the effective date of the price change.

         6.2      Payment by Distributor will be made by bank check in U.S.
                  Dollars issued by Distributor's subsidiary Marubeni
                  International Electronics Corp. ("MIE") to August Technology
                  under the payment terms agreed to as part of this Agreement
                  (see Exhibit-B). All bank checks will be forwarded to August
                  Technology via over night "Express Mail Service". Tracking
                  number will be advised by Marubeni International Electronics
                  Corp upon delivery.

         6.3      Product prices are to be stated in U.S. Dollars and are
                  Ex-works (as defined by Incoterms 1990) exclusive of all
                  sales, use, and like taxes. Distributor agrees to pay all
                  freight, storage fees, bank transfer fees, and all taxes and
                  duties associated with the sale of Products purchased under
                  this Agreement.

         6.4      All risk of loss to Products will pass to Distributor upon
                  surrender by August Technology to the carrier at the point of
                  shipment (Edina, Minnesota, USA.) MIE agrees to make all
                  arrangements for export, select the carrier, and insure
                  Products against loss, damage, theft, or destruction upon
                  surrender to the carrier at August Technology's facility.

         6.5      Both Distributor and August Technology agrees that a customer
                  order has three primary components: (1) project/equipment
                  specification, (2) purchasing/negotiations, and (3)
                  In-Warranty service support. The Distributor's purchasing
                  discount from the August Technology published list price will
                  be effected by these primary components (see Table-1 and
                  Exhibit-D).

TABLE-1: Equipment Discount Schedule

<TABLE>
<CAPTION>
          ----------------- ----------------------- --------------------- ---------------------- --------------------
               ORDER            LOCATION WHERE         LOCATION WHERE        LOCATION WHERE         % OF STANDARD
            POSSIBILITY       PROJECT SPECIFIED         P.O. ISSUED         EQUIP. INSTALLED       EQUIP. DISCOUNT
          ----------------- ----------------------- --------------------- ---------------------- --------------------
          <S>               <C>                     <C>                   <C>                    <C>
                 1                Territory              Territory              Territory               100%
          ----------------- ----------------------- --------------------- ---------------------- --------------------
                 2                Territory              Territory          Not In Territory           66 2/3%
          ----------------- ----------------------- --------------------- ---------------------- --------------------
                 3             Not In Territory          Territory              Territory              66 2/3%
          ----------------- ----------------------- --------------------- ---------------------- --------------------
                 4                Territory           Not In Territory          Territory              66 2/3%
          ----------------- ----------------------- --------------------- ---------------------- --------------------
                 5                Territory           Not In Territory      Not In Territory           33 1/3%
          ----------------- ----------------------- --------------------- ---------------------- --------------------
                 6             Not In Territory          Territory          Not In Territory           33 1/3%
          ----------------- ----------------------- --------------------- ---------------------- --------------------
                 7             Not In Territory       Not In Territory          Territory              33 1/3%
          ----------------- ----------------------- --------------------- ---------------------- --------------------
                 8             Not In Territory       Not In Territory      Not In Territory             0%
          ----------------- ----------------------- --------------------- ---------------------- --------------------
</TABLE>

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7.       PURCHASE ORDERS, SHIPMENTS, CANCELLATIONS & CHANGES

         7.1      In order to receive Products, Distributor agrees to deliver to
                  August Technology a hard copy purchase order through MIE. All
                  Distributor purchase orders are subject to acceptance at
                  August Technology. All purchase orders issued by Distributor
                  will include the following information:

                  (a)      Final customer's name (end-user), and location, and
                           customer's official purchase order (P.O.) number (If
                           and when customer's PO number is available).
                  (b)      Distributor purchase order number
                  (c)      "Ship To" location (generally Marubeni International
                           Electronics Corporation address)
                  (d)      "Bill To" location (generally Marubeni International
                           Electronics Corporation address) and accounts payable
                           contact person
                  (e)      Method of shipment, including contact person and
                           telephone number
                  (f)      Quantity and description of each item being purchased
                  (g)      Details of any options purchased
                  (h)      Pricing
                  (i)      Requested ship date(s)
                  (j)      Power requirements
                  (k)      Environmental requirements - if any (such as
                           cleanroom specifications)
                  (l)      Any other special requirements, such as customer part
                           or device drawings and samples. Distributor will
                           submit a completed "order sheet" indicating in detail
                           the power, environmental and any other special
                           requirements such as customer part or device
                           drawings.

                  August Technology reserves the right to reject any order that
                  does not conform to the provisions of this Agreement. All
                  orders accepted for delivery will be governed exclusively by
                  the terms and conditions of this Agreement and its
                  incorporated Exhibits. Unless August Technology expressly
                  agrees in writing, no additional or different terms and
                  conditions appearing on the face or reverse side of any order
                  issued by Distributor will become part of such order.

         7.2      No purchase order will be binding on August Technology until
                  accepted by August Technology in writing. August Technology
                  agrees to use its reasonable best efforts to accept or reject
                  a purchase order, and will notify Distributor within three (3)
                  working days from receipt of order.

         7.3      In no event will August Technology accept purchase orders from
                  any Person other than Distributor. All purchase orders must
                  originate from Distributor.

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         7.4      Cancellation.

                  7.4.1    Distributor may cancel a shipment at no charge up to
                           sixty (60) days prior to shipment.

                  7.4.2    Cancellations within sixty (60) days prior to
                           shipment are treated as follows:

                           7.4.2.1    Cancellation #1: August Technology assumes
                                      "risk" of cancellation. Distributor will
                                      not be responsible for any penalties for
                                      this cancellation.

                           7.4.2.2    Cancellation #2: Distributor assumes
                                      "risk" of the next cancellation (following
                                      Cancellation #1). Distributor will be
                                      responsible for accepting original
                                      shipment schedule and fulfillment of
                                      payment obligations to August Technology.

                                      7.4.2.2.1:     If an alternate buyer is
                                                     found, outside of
                                                     Territory, August
                                                     Technology agrees to
                                                     re-purchase the Product
                                                     from Distributor, at
                                                     original export pricing,
                                                     for resale to alternate
                                                     buyer. Distributor agrees
                                                     to pay for shipping costs
                                                     to alternate buyer if
                                                     required (system must be in
                                                     "as new" condition and not
                                                     used except for
                                                     demonstrations in
                                                     Distributor's clean room).

                           7.4.2.3    Cancellation #3: August Technology assumes
                                      "risk" of the next cancellation (following
                                      cancellation #2). Distributor will not be
                                      responsible for any penalties for this
                                      cancellation.

                           7.4.2.4    Cancellation #4, and after: Distributor
                                      and August Technology will alternate
                                      "risk" of cancellation under same terms as
                                      above repeating the cycle of cancellation
                                      "risk" responsibility.

                  At any time following any cancellation, both Distributor and
                  August Technology agree to make best effort to find an
                  alternate buyer, worldwide.

                  All cancellation notices must been submitted in writing to
                  August Technology within three (3) business days following
                  notification by customer to Distributor.

         7.5      August Technology agrees to use its best efforts to meet
                  scheduled shipment dates. However, August Technology will not
                  be liable for delay in meeting a scheduled shipment date. If
                  Products are in short supply, August Technology will allocate
                  them equitably, at August Technology's discretion, among
                  Distributor and all other resale channels. August Technology
                  will only ship an entire order unless otherwise agreed to in
                  writing by Distributor.

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         7.6      Rescheduling (Later Delivery). All rescheduling change must be
                  made at least fifteen (15) days prior to the original shipment
                  date on the purchase order. In no case will the delay be
                  greater than sixty (60) days from original shipment date.
                  Rescheduling will be allowable one time per purchase order,
                  without cost or liability. Distributor agrees to immediately
                  provide August Technology with a written notice of any
                  rescheduling.

         7.7      Rescheduling (Earlier Delivery). Distributor may request early
                  delivery at any time without cost, and August Technology
                  agrees to use its best efforts to comply with this request.

         7.8      August Technology may refuse to ship, or delay the shipment,
                  of any Products on order, if Distributor becomes delinquent in
                  performance of its obligations or fails to meet other credit
                  or financial requirements established by August Technology. No
                  such cancellation, refusal, or delay will be deemed a
                  termination of this Agreement by August Technology, unless
                  August Technology advises Distributor.

         7.9      All Products will be considered delivered to Distributor
                  Ex-works (in accordance with Incoterms 1990) upon transfer to
                  a common carrier by August Technology at the point of shipment
                  (Edina, Minnesota, USA).

         7.10     In the event of any discrepancy between the provisions of this
                  Agreement and any Purchase Order, the provisions of such
                  Purchase Order shall prevail.

8.       RELATIONSHIP

         8.1      Distributor's relationship to August Technology will be that
                  of an independent contractor engaged in purchasing and
                  licensing Products for resale to Distributor customers.
                  Nothing in this Agreement will be understood to give either
                  party any power to direct or control the day-to-day activities
                  of the other. All financial obligations associated with
                  Distributor's business are the sole responsibility of
                  Distributor. Distributor will be solely responsible for and
                  agrees to indemnify and hold August Technology harmless from
                  any claims, damages or lawsuits arising out of act of gross
                  negligence or willful misconduct of Distributor, its
                  employees, and agents. Distributor, its employees and agents,
                  are not agents or legal representatives of August Technology
                  for any purpose, and have no authority to act for, bind, or
                  commit August Technology. Distributor and August Technology
                  agree that this Agreement does not establish a franchise,
                  joint venture, or partnership.

         8.2      Any commitment made by Distributor to its customers with
                  respect to quality, delivery, modifications, interfacing,
                  capability, suitability of software, or suitability in
                  specific applications, will be Distributor's sole
                  responsibility, unless

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                  prior written approval is obtained from August Technology.
                  Distributor has no authority to modify the Products warranty.

         8.3      Distributor has the right to determine its own resale prices,
                  and no August Technology representative will require that any
                  particular price be charged by Distributor.

         8.4      Distributor agrees that August Technology may market and sell
                  Products, other than those listed in Exhibit-A, without making
                  them available to Distributor.

         8.5      August Technology assigns each Distributor based on their
                  expertise and comprehensive knowledge of the Territory,
                  including regional customs, culture, and specific customer
                  business practices. Distributor agrees that the standard
                  Distributor equipment discount is provided by August
                  Technology in order that August Technology can fully rely on
                  the Distributor for all sales, marketing, training, service,
                  and financial responsibilities (in order to satisfy the agreed
                  upon payment terms in this Agreement).

9.       PRODUCT ACCEPTANCE PROCESS

         9.1      August Technology Site Source Inspection: This August
                  Technology Site Source Inspection takes place at August
                  Technology and is performed by August Technology service
                  engineering. In order to complete this source inspection,
                  August Technology will require approved customer samples be
                  received 2 weeks in advance of the scheduled source inspection
                  (For defect inspection Products, these samples should be
                  representative of the types of devices and defects that the
                  customer intends to find in production environments). This
                  August Technology Site Source Inspection to ensure the system
                  quality and configuration prior to shipment.

         9.2      Product Configuration Acceptance: August Technology will
                  forward a completed August Site Source Inspection document to
                  Distributor. This Product Configuration Acceptance is intended
                  to ensure that Distributor accepts the exact configuration of
                  the system being shipped and that this agrees with the
                  customer's order.

         9.3      Distributor Site Source Inspection: This Distributor Site
                  Source should occur within fifteen (15) days of receipt of
                  equipment in Japan. Distributor will perform a source
                  inspection and complete the "source inspection check list" and
                  return a copy of the completed form to August Technology.
                  Should any Product fail to meet Distributor expectations,
                  August Technology will fully support Distributor in this
                  process and will make best effort to ensure that equipment is
                  accepted by Distributor.

         9.4      Final Acceptance Test at Customer Site: This Final Acceptance
                  Test at Customer Site will completed by Distributor. Should
                  any Product fail to meet Customer

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                  expectations, August Technology will fully support Distributor
                  in this process and will make best effort to ensure that
                  equipment is accepted by Customer.

10.      OBLIGATIONS

         During the term of this Agreement August Technology agrees to perform
         the following:

         10.1     August Technology agrees to offer for sale to Distributor
                  Products required by Distributor to perform its duties as
                  described in this Agreement.

         10.2     August Technology agrees to keep Distributor informed of its
                  progress in the conduct of its marketing, sales, and service
                  activities in the USA, as well as international markets
                  (including new applications discovered, major customers,
                  competitor activities, and other trends). August Technology
                  agrees to identify Distributor as its active, exclusive
                  Distributor in the Territory for Products in appropriate
                  advertising and other promotions.

         10.3     August Technology agrees to provide training for Distributor
                  personnel for Products. Training will be available (at a
                  minimum) as follows:

                  (a)      August Technology will provide factory training at a
                           minimum of one (1) time per year. August Technology
                           will pay for all training material, personnel, local
                           transportation, and meals. All other expenses,
                           including air travel and hotel accommodations, will
                           be paid for by Distributor.

                  (b)      In addition to factory training, August Technology
                           may provide training at Distributor's facility on a
                           mutually agreed upon bases (for example, during a
                           trade show in Distributor's Territory). This
                           additional training is in no way intended to be a
                           substitute for factory training.

         10.4.    August Technology agrees to provide reasonable technical
                  advice to Distributor.

         10.5     August Technology agrees to provide a reasonable amount of
                  technical literature that may be necessary to promote Products
                  (such as brochures, video tapes, technical reports, and other
                  data subject to the confidentiality provisions of this
                  Agreement). All technical material and promotional material
                  will be provided in English.

         10.6     August Technology agrees to actively support the marketing,
                  sales, and service efforts of Products by Distributor, give
                  priority responses to Distributor's requests, and keep
                  Distributor informed of lead times and any related changes to
                  Products.

         During the term of this Agreement Distributor agrees to perform the
         following:

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         10.7     Distributor agrees to use its best efforts in good faith to
                  promote, demonstrate, and sell Products on a face-to-face
                  basis and in an end-user environment within the Territory.
                  Distributor agrees to ensure the highest quality of pre-sale
                  and post-sale support to the customers, and to promote the
                  goodwill, name and interest of August Technology and its
                  Products. Specifically, August Technology expects the
                  Distributor to provide the following basic marketing
                  activities, as necessary, in the Territory - industry trade
                  shows, print advertising, direct mail campaigns, marketing
                  literature and data sheets as required to reach each potential
                  customer. Additionally, August Technology expects the
                  Distributor to provide these materials in the local language
                  if necessary.

         10.8     Distributor agrees to purchase an NSX demonstration system,
                  within five (5) days of this Agreement, to be used to actively
                  promote, demonstrate, and sell Products to the customers. For
                  this demo system, August Technology will offer a 32.5%
                  discount with payment terms of 100% due on shipment (net 30).
                  This demonstration discount is available one-time per year,
                  beginning from the date of first demonstration equipment
                  purchase. Distributor has the right to re-sell the
                  demonstration equipment at any time, provided that it is
                  immediately replaced (physically) with another similar or
                  functionally enhanced unit (replacement of the demonstration
                  equipment will be at the standard Distributor Products
                  discount price if the replacement occurs before the one-time
                  per year special discount period expires).

         10.9     Distributor will ensure that its employees complete
                  appropriate training courses, as necessary, (upon release of
                  new product models and software versions) for each of the
                  following subjects: - a) Maintenance training will take place
                  at August Technology's facility in the US. b) Applications
                  training may take place either in Japan or at August
                  Technology's facility in the US. c) Sales training may take
                  place as various locations. August will make it's best efforts
                  to minimize training costs for distributor by holding training
                  classes in Japan when feasible. August Technology will pay for
                  all training material, personnel, local transportation, and
                  meals. All other expenses, including air travel and hotel
                  accommodations, will be paid for by Distributor.

         10.10    Distributor agrees to promptly handle customer complaints,
                  inquiries and orders, and will provide and support Territory
                  based services such as applications assistance, operation and
                  maintenance training, Factory Source Inspection, final on-site
                  acceptance testing, warranty labor services, post-warranty
                  spares and service support, systems retrofits, up-grade kit
                  installation, and the like. Distributor agrees to stock
                  adequate spare parts for Products to meet the requirements of
                  this Agreement as defined Exhibit-A.

         10.11    Distributor agrees to handle all warranty claims of customers
                  and comply with August Technology policy for in-warranty
                  repairs and post-warranty support of Products.

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                  ** For the 3 existing in-warranty CV systems in the Territory
                  (CX002, CV089, CV095) August Technology agrees to repair or
                  replace any spare parts required during the warranty period.**

         10.12    Distributor agrees to conduct its marketing, sales, and
                  service activities in compliance with local customs,
                  traditions, laws, regulations, and customer expectations at
                  the high quality level consistent with that established by
                  August Technology in the USA. Distributor agrees to clearly
                  identify August Technology as the original source of the
                  Products and as the beneficial owner of all Products rights in
                  all advertising, literature, marketing, or labeling, including
                  the use of August Technology's official trademarks and logo.

         10.13    Distributor agrees to bear all of its operating expenses
                  during the term of this Agreement. Distributor will maintain
                  sufficient net worth and Working capital, and devote
                  sufficient financial resources to allow Distributor to perform
                  its obligation as outlined in this Agreement.

         10.14    If, during the term of this Agreement, Distributor receives
                  any inquiry or order regarding Products from any person or
                  business entity outside the Territory, Distributor agrees to
                  immediately refer the inquiry or order to August Technology.
                  For a case in which Distributor's sales efforts specifically
                  related to a Product Specification made to a specific company
                  and made within the Territory results in sales of Products to
                  the same company or affiliates outside the Territory, August
                  Technology will pay to Distributor a commission in accordance
                  with the rate described in Section 6.5. The payment of such
                  commission shall be made by wire transfer within 30 days after
                  August Technology receives a payment from such transaction.
                  Reference Exhibit-D for a complete description of August
                  Technology's World Wide Service & Support Plan.

         10.15    Distributor agrees to, at its expense, arrange for the
                  translation of any documentation for the use and operation of
                  the Products in the Territory (as required or determined to be
                  necessary by Distributor). Distributor will make every
                  reasonable effort to make any translation accurate so that
                  they completely represent August Technology's English version.

11.      WARRANTY

         11.1     Hardware Products - August Technology warrants that it will
                  repair or replace, at its option, hardware Products which are
                  found to be defective in material or workmanship. August
                  Technology must receive written notification of any defect
                  within fourteen (14) months from date of shipment. All
                  transportation charges associated with hardware Products
                  warranty will be arranged and paid for by August Technology.

         11.2     Software Products - August Technology warrants that it will
                  repair or replace, at its option, software Products which fail
                  in a manner which significantly and

<PAGE>

                  adversely affects operating performance as specified in August
                  Technology's published Products description. August Technology
                  must receive written notification of any failure to conform
                  within fourteen (14) months from date of shipment. August
                  Technology does not warrant that the software Products are
                  free from errors. All transportation charges associated with
                  software Products warranty will be arranged and paid for by
                  August Technology.

         11.3     The foregoing warranties will not apply to any deficiency or
                  defect resulting from:

                  (a)      Normal wear and tear, or items subject to
                           deterioration, breakage, or burnout through use.

                  (b)      Installation or maintenance by customer or any third
                           party (other than Distributor).

                  (c)      Modifications or alterations made by customer or any
                           third party without August Technology's written
                           consent.

                  (d)      Misuse or abuse.

                  (e)      Failure of customer to maintain the equipment, site,
                           and environmental conditions as required for the
                           normal operation of the Products.

                  (f)      Causes beyond August Technology's reasonable control.

                  August Technology makes no other warranty, either expressed or
                  implied, including, but not limited to, any implied warranty
                  of merchantability or fitness for a particular purpose, or
                  arising from course of dealing or usage of trade. The
                  foregoing constitutes August Technology's sole obligation and
                  the exclusive remedies of the customer for any breach by
                  August Technology of the warranties contained in this
                  Agreement. August Technology's total liability under this
                  Section 11 will be limited to the repair or replacement of
                  Products, and will in no case exceed the value of the purchase
                  order.

12.      POST-WARRANTY SPARE PARTS SUPPORT

         Due to the rapid pace of the technologies included in the Products,
         August Technology agrees to use its best efforts to maintain the
         ability to provide spare parts and documentation for any Products
         shipped to the Territory for as long as technologically and
         economically feasible. If a direct replacement spare part can not be
         maintained to exact specifications, August Technology will make every
         effort to supply an equal or superior substitute spare part. For a
         period of five (5) years following Product purchase, under no
         circumstances will the customer be forced to abandon the use of their
         Product (or accept inferior performance) due to unavailable
         post-warranty service or spare parts.

<PAGE>

13.      WARRANTY PROCEDURES

         Distributor agrees to request approval from August Technology before
         returning any defective Products. Once approval is granted, August
         Technology will provide Distributor with a Return Material
         Authorization (RMA) number to be displayed on the shipping container of
         the defective Products. Once August Technology approves the return of
         any defective Product, Distributor agrees to ship the Products to
         August Technology's factory using an August Technology approved
         shipping method on FOB Edina basis. Specific parts to be returned to
         August Technology will be advised in the RMA. Distributor agree to ship
         back such defective parts to August Technology at F.O.B. Edina, MN
         basis. (Shipment cost for non-commercial Products are to be borne by
         Shipper side.)

         To expedite warranty service, Distributor and August Technology agree
         to make every effort to supply the customer with immediate replacement
         Product (or parts) while the defective Product (or part) is being
         tested and repaired at August Technology's factory. After repair or
         replacement is completed, August Technology will determine if warranty
         applies and will invoice Distributor for Product (or parts) if warranty
         does not apply (see Section 11.3 for list of non-warranty conditions).

14.      LIMITATION OF LIABILITY

         14.1     Except as stated in this Agreement, August Technology will not
                  be liable for any loss or damages claimed to have resulted
                  from the use, operation, or performance of the Products.

         14.2     August Technology will in no way be liable to Distributor for
                  any special, indirect, incidental, or consequential damages,
                  or for any damages from loss of use or profits.

15.      TRADEMARKS

         From time to time, August Technology may designate one or more August
         Technology trademarks or trade names as available for Distributor's
         use, and will provide standards for that use in August Technology
         material. August Technology authorizes Distributor to use these
         designated trademarks only as follows:

         (a)      Distributor agrees to use the designated trademarks and trade
                  names in accordance with August Technology's standards solely
                  in advertising and promoting Products, in good taste, and in a
                  manner that preserves their value and August Technology's
                  rights in them.

         (b)      Distributor agrees not to use any August Technology trademark
                  or trade name on its letterhead or in a way that implies
                  Distributor is an agency or branch of August Technology.
                  Distributor will immediately change or discontinue any
                  trademark or trade name use when requested in writing by
                  August Technology.

<PAGE>

16.      PROPRIETARY RIGHTS INDEMNITY

         16.1     August Technology will, except as otherwise provided below,
                  defend or settle any claim made, or suit, or proceeding
                  brought against Distributor so far as it is based on a claim
                  that the use or sale of Products sold under this Agreement
                  infringes an intellectual property right, including but not
                  limited to, patent, copyright and trademark. August Technology
                  must be immediately notified in writing and given information,
                  assistance, and sole authority to defend or settle claims, at
                  August Technology's expense. Also, August Technology will pay
                  all damages and costs including reasonable attorneys' fees.
                  finally awarded against Distributor. If any such Product is
                  determined to infringe, and its use is enjoined, or in case of
                  a settlement, August Technology will have the option, at
                  August Technology's expense, to replace Products with a
                  non-infringing Product, or modify Products so it becomes
                  non-infringing, or repurchase Products from Distributor at the
                  original purchase price. August Technology will have no
                  liability to Distributor for any infringement, or claim
                  thereof, based upon use of any Products in combination with
                  any equipment, device, software, or data not supplied by
                  August Technology, if such infringement is caused by such
                  combination.

         16.2     This Section states August Technology's entire liability for
                  proprietary rights infringement by Products furnished under
                  this Agreement.

17.      TERMINATION

         17.1     Either Distributor or August Technology may terminate this
                  Agreement, to be effective upon receipt of written notice,
                  based on the occurrence of any of the following events:

                  (a)      If the other party commits a breach of any obligation
                           in this Agreement.

                  (b)      The commencement by either party of a voluntary
                           action under the federal bankruptcy laws, or any
                           other applicable federal, state, or foreign
                           bankruptcy, insolvency, or other similar laws.

                  (c)      The consent of either party to the appointment of a
                           receiver, assignee, or trustee (or other similar
                           official).

                  (d)      The admission by either party of its inability to pay
                           its debts as they become due.

                  (e)      If Distributor is acquired, or its ownership changes
                           substantially.

                  (f)      The nationalization of either party's assets or
                           business.

<PAGE>

                  (g)      The passage of any legislation by a country, or
                           subdivision of a country, granting Distributor extra
                           contractual compensation upon termination or
                           non-renewal of this Agreement.

                  (h)      By mutual consent at any time and with a written
                           notice of termination signed by both parties.

         17.2     Each party acknowledges that the other has made no commitments
                  regarding the term or renewal of this Agreement. Neither
                  August Technology or Distributor will be liable to the other
                  for damages of any kind, including incidental or consequential
                  damages, or for any losses or claims whatsoever on account of
                  or arising out of the termination of this Agreement.
                  Distributor waives any and all benefit of any law or
                  regulation providing compensation arising from the termination
                  or non-renewal of this Agreement.

         17.3     Upon termination of this Agreement for any reason, Distributor
                  agrees to immediately cease to be an authorized August
                  Technology Distributor and will immediately stop representing
                  itself as an August Technology Distributor, and from using any
                  August Technology trademark or trade name. Distributor also
                  agrees to return any and all sales and marketing material (and
                  equipment) at the written request of August Technology,
                  shipment pre-paid.

         17.4     Upon termination of this Agreement for any reason, Distributor
                  agrees to continue to provide service support to only Products
                  that are under warranty period in the Territory in return for
                  the compensation already received by Distributor for this
                  service (compensation in the form of discounted Products
                  pricing).

         17.5     Outstanding Service Liability: Distributor will be compensated
                  for outstanding service liability on installed base of "in
                  warranty" CV systems in Japan according to the following
                  schedule:

OUTSTANDING SERVICE LIABILITY SCHEDULE:

<TABLE>
<CAPTION>
                                                                        MONTHS                    TOTAL      1YR
                                                           WARRANTY    REMAINING                 SERVICE     PRORATED
  REF    SYSTEM           LOCATION             SHIP         EXPIRE        ON                    COMMISSION   OUTSTANDING
   #     DESCRIPTION      INSTALLED  SERIAL #  DATE          DATE      WARRANTY    LIST PRICE     (5.8%)     LIABILITY
<S>      <C>              <C>        <C>       <C>        <C>          <C>         <C>          <C>          <C>
   1     Dainichi         Japan      CX002     11/20/98   1/31/00          8        $119,500     $6,931         $4,621
   2     Mitsubishi Mat   Japan      CV089     7/22/98    8/22/99          3         $97,250     $5,641         $1,410
   3     Epson Seiko      Japan      CV095     4/30/99    5/30/00         12        $107,097     $6,212         $6,212

TOTAL OUTSTANDING SERVICE LIABILITY PAYABLE TO MARUBENI:                                                       $12,242
</TABLE>

Note: The amount of $12,242 will be credit against the first customer based NSX
system (not the demo system)

<PAGE>

18.      POST TERMINATION COOPERATION

         Both Distributor and August Technology agree to fully cooperate to
         carry out an orderly transition in the marketing, sales, and service of
         Products in the Territory. Upon receiving a written notice of
         termination, as described in Sections 3 or 17, by either party, until
         the effective date of the termination, both parties agree to fully
         cooperate in supporting existing customers in the Territory (see
         Section 17.4 for further agreement on service support following
         termination).

         18.1     Demonstration equipment buy back :If August Technology
                  terminates this Agreement pursuant to the provisions hereof
                  August Technology shall buy back Distributor's demo equipment.
                  Buy-back price will be the distributor's original discounted
                  purchase price if the equipment was shipped within 12 months
                  of the date of termination. For equipment shipped outside of
                  12 months from the date of termination, the buy-back price
                  will be negotiated on a depreciated price.

         18.2     August Technology shall not be obligated to buy back
                  demonstration equipment if Distributor terminates this
                  Agreement pursuant to the provision hereof.

         18.3     Compensation: In accordance with Section 6.5 of this
                  Agreement, Distributor will be compensated at a rate of 1/3 of
                  the purchasing discount from the August Technology published
                  list price as compensation for providing the original "Project
                  Specification". This offer would extend for a period of six
                  (6) months from date of Termination and would only be
                  applicable to accounts that Distributor identifies at the time
                  of Termination and agreed to by August Technology.

         18.4     Spare Parts Inventories buyback: If August Technology
                  terminates this Agreement pursuant to the provisions hereof,
                  August Technology shall buyback Distributor's spare parts
                  inventories. Buy-back price will be the distributor's original
                  discounted purchase price if the spare parts were shipped
                  within 12 months of the date of termination. For spare parts
                  shipped outside of 12 months from the date of termination, the
                  buy-back price will be negotiated on a depreciated price.

         18.5     August Technology shall not be obligated to buy back spare
                  parts if Distributor terminates this Agreement pursuant to the
                  provision hereof.

19.      CONFIDENTIALITY & PROPRIETARY RIGHTS

         19.1     Distributor recognizes that certain information to be provided
                  by August Technology (during the term of this Agreement)
                  including, designs, specifications, drawings, engineering
                  details, software, and information concerning August
                  Technology's customers, business, procedures, methods, and
                  Products, are proprietary to August Technology. Distributor
                  agrees not to attempt to reverse compile or engineer the
                  Products or software associated with them.

<PAGE>

         19.2     Distributor agrees to keep confidential, and to utilize its
                  best efforts to prevent and protect from unauthorized use or
                  disclosure, any information provided to Distributor by August
                  Technology during the term of this Agreement (which is
                  designated by August Technology as confidential or
                  proprietary).

         19.3     Distributor agrees that unauthorized disclosure or use of any
                  proprietary information is a material breach of this
                  Agreement.

         19.4     Distributor agrees not to make, or have made, additional
                  copies of documents containing confidential or proprietary
                  information unless they are necessary for Distributor to
                  perform its obligations of this Agreement. Distributor agrees
                  to include on any copies of confidential or proprietary
                  information a "Confidential Notice" the same manner as the
                  original August Technology documents.

         19.5     Upon termination of this Agreement, Distributor will return to
                  August Technology, or will destroy and certify in writing to
                  August Technology that it has destroyed, all copies of
                  documentation and other forms of confidential or proprietary
                  information.

         19.6     Distributor's obligations under this Section will continue
                  within 3 years following termination of this Agreement.

20.      DISTRIBUTOR'S REPRESENTATIONS

         Distributor represents and warrants that in performing under this
         Agreement it will in no way compromise any rights or trust
         relationships between any other party and itself, or create a conflict
         of interest for Distributor or August Technology. Distributor agrees to
         conduct business in a manner that will enhance the image and reputation
         of August Technology and the Products. Distributor hereby represents
         and warrants that it will comply with all applicable laws and
         regulations, and avoid deceptive, misleading, unethical, and illegal
         practices.

         Distributor acknowledges that it may be necessary for August Technology
         to disclose the fact of Distributor's appointment, the duties performed
         by Distributor, and the compensation paid, should there be a proper
         inquiry from an authorized U.S. government agency.

21.      FORCE MAJEURE

         Neither party will be liable, or deemed to be in breach of this
         Agreement, by reason of any act, delay or omission caused by strikes,
         lockouts, or other labor disputes, regulations, ordinances, or order of
         a court of competent jurisdiction, act of government, act of God, war,
         riot, epidemic, flood, earthquake or like natural disaster, embargo or
         quarantine, or any other cause beyond the reasonable control of the
         party claiming force majeure. The party whose performance will have
         been prevented or delayed must

<PAGE>

         provide immediate written notice to the other party explaining the
         nature of the act, delay or omission, and the date such condition
         commenced. The party also agrees to provide further written notice
         when the condition has ended.

22.      MODIFICATIONS & IMPROVEMENTS OF PRODUCTS

         If any modifications or improvements to the Products are developed by
         Distributor or August Technology, such modifications or improvements
         will be the exclusive property of August Technology, which will have
         the full right to patent or copyright such modifications or
         improvements at its sole cost and expense.

23.      GOVERNMENT EXPORT RESTRICTIONS

         Distributor agrees that the Products purchased will not be exported
         directly or indirectly, separately or as part of a system, without
         complete and full compliance with the export and re-export restrictions
         imposed by U.S. export laws and regulations. Distributor also agrees to
         take reasonable action to assure that no customer contravenes the U.S.
         laws and regulations.

24.      NOTICES

         Unless otherwise agreed to by both parties, all notices required under
         this Agreement will be made by fax, and all notices will be addressed
         to the attention of the party executing the Agreement, or his or her
         successor.

25.      GENERAL PROVISIONS

         25.1     Neither party may assign or transfer this Agreement. Any
                  attempted assignment or transfer will be void. Both parties
                  agree to advise each other of any change in ownership,
                  control, or operating arrangements.

         25.2     Either party's failure to enforce any provisions of this
                  Agreement will not be deemed a waiver of that provision or of
                  the right to enforce it in the future.

         25.3     This Agreement, including the attached Exhibits, contains the
                  entire and only understanding between the parties, and
                  supersedes all prior agreements either written or oral
                  relating to the subject matter of this Agreement. No
                  modifications of this Agreement will be binding on either
                  party, unless made in writing and signed by persons authorized
                  to sign agreements on behalf of Distributor and August
                  Technology.

         25.4     If any provision of this Agreement will be determined by any
                  court of competent jurisdiction to be illegal, invalid, or
                  unenforceable, that provision will be understood and enforced
                  as if it had been more narrowly drawn so as not to be illegal,
                  invalid or unenforceable. Any determination will have no
                  effect upon the enforceability of any other provision of this
                  Agreement.

<PAGE>

         25.5     If during the term of this Agreement, or at any time after its
                  termination, either August Technology or Distributor commences
                  a suit, action, or other legal proceedings against the other
                  arising out of or in connection with this Agreement, such
                  action will be brought in the state or federal courts located
                  in the State of Minnesota, USA.

         25.6     This Agreement will be governed by the laws of the State of
                  Minnesota, USA and specifically excludes the United States
                  Convention on Contracts of International Sales of Goods. Any
                  disputes or claims arising out of this Agreement or its
                  interpretation, creation, termination, or performance will be
                  settled by binding arbitration in Minnesota, under the Rules
                  of Arbitration of the International Chamber of Commerce.

         25.7     This Agreement will be effective only upon its execution by
                  August Technology at its Corporate Headquarters. This
                  Agreement will be binding upon, and will inure the benefit of
                  the parties, and their respective heirs, executors,
                  representatives, and successors in interest.

         25.8     The prevailing party in any arbitration, or other legal action
                  brought by one party against the other arising out of this
                  Agreement, will be entitled, in addition to any other rights
                  and remedies it may have, to reimbursement for its expenses,
                  including court costs and attorneys' fees.

26.      AUTHORITY

         If Distributor is a partner or corporation, the person executing this
         Agreement represents that he or she is either a general partner or a
         duly authorized corporate officer, and that he or she has full
         authority to enter into this Agreement on behalf of Distributor.


DISTRIBUTOR:                                   ACCEPTED BY:

Marubeni Solutions Corporation                 August Technology Corporation


----------------------------------             ---------------------------------
Authorized Signature                           Authorized Signature

Title:  President                              Title: President & CEO