Exhibit
      10.9





AMENDMENT
NO. 1 TO LOAN AGREEMENT





This Amendment No. 1 to Loan Agreement
(this "Amendment"), is made
and entered into as of February 16, 2009 between BANK OF AMERICA, N.A., a
national banking association ("Bank") and KEY TECHNOLOGY, INC.,an
Oregon corporation "Borrower").





W I T N E
S S E T H:





WHEREAS, pursuant to a Loan Agreement
dated as of December 10, 2008 (the "Loan Agreement"),
Bank agreed to make credit facilities in the aggregate principal sum of
$16,400,000.00 available to Borrower (the "Loan").





NOW, THEREFORE, the parties hereto
mutually agree to modify the Loan Agreement as hereinafter provided, and do
hereby covenant and agree as follows:





1.           Definitions.  Capitalized terms
used but not defined in this Amendment shall have the meaning given to them in
the Loan Agreement.





2.           Amendments.The Loan
Agreement is hereby amended as follows:







A.
            Repayment
      Terms.
            Paragraph 2.3(a) of the Loan
      Agreement is hereby deleted in its entirety and superseded and replaced
      with the following:







“(i)           The
Borrower will pay interest on February 2, 2009, and then on the first banking
day of each month thereafter until payment in full of any principal outstanding
under this facility, but in no event later than January 2, 2024 (the “Repayment
Period”.)




“(ii)           The
Borrower will repay principal in installments on the dates and in the amounts
listed on Exhibit
"A" attached hereto and incorporated herein by this
reference.




“(iii)           The
Borrower may prepay the loan in full or in part at any time.  The
prepayment will be applied to the most remote payment of principal due under
this Agreement.”





B.           Compliance
Certificates.                                                      Paragraph
8.2(b) of the Loan Agreement is hereby deleted in its entirety and superseded
and replaced with the following:





“Within
one hundred twenty days (120) days of the filing of the Form 10-K and forty-five
(45) days of the filing of each 10-Q, as the case may be, a compliance
certificate of the Borrower, signed by an authorized financial officer and
setting forth (i) the information and computations (in sufficient detail) to
establish compliance with all financial covenants at the end of the period
covered by the financial statements then being furnished and (ii) whether there
existed as of the date of such financial statements and whether there exists as
of the date of the certificate, any default under this Agreement and, if any
such default exists, specifying the nature thereof and the action the
Borroweris taking
and proposes to take with respect thereto.”





3.           Representations
and Warranties.  When the Borrower
signs this Amendment, the Borrower represents and warrants to the Bank that: (a)
there is no event of default which is, or with notice or lapse of time or both
would be, a default under the Loan Documents except those events, if any, that
have been disclosed in writing to the Bank or waived in writing by the Bank; (b)
the representations and warranties in the Loan Documents are true as of the date
of this Amendment as if made on the date of this Amendment; (c) this Amendment
is within the Borrower’s powers, has been duly authorized, and does not conflict
with any of the Borrower’s organizational papers; (d) this Amendment does not
conflict with any law, agreement, or obligations by which the Borrower is bound;
and (e) if the Borrower is a business entity or a trust, this Amendment is
within the Borrower's powers, has been duly authorized, and does not conflict
with any of the Borrower's organizational papers.





4.           Effect of
Amendment.Except as herein
expressly changed, all terms, covenants and provisions of the Loan Documents, as
amended, remain in full force and effect and are hereby expressly ratified and
confirmed by the parties hereto. Upon execution of this Amendment by any party,
such party's signature may be provided to Bank by facsimile
transmission.  Any signatures provided by facsimile transmission shall
be deemed originals and may be relied upon by Bank.





5.           Counterparts.  This
Amendment may be executed in counterparts, each of which when so executed shall
be deemed an original, but all such counterparts together shall constitute but
one and the same instrument.





ORAL AGREEMENTS OR ORAL
COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT
OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.








This
Amendment is executed as of the date stated at the top of the first
page.





BANK:
              
              BANK OF AMERICA,
      N.A.,
              a
      national banking association
              
              By:           /s/ Brad
      Ruland
              
              Its:           SVP
            BORROWER:
              
              KEY
      TECHNOLOGY, INC.,
              an
      Oregon corporation
              
              By:           /s/ John J.
      Ehren
              
              Its:           SVP &
      CFOAddress
      where notices to
              the
      Bank are to be sent:
              
              GCIB
      Credit Services
              1075
      Main Street, 2nd
      Floor
              Waltham,
      MA 02451
              
              Facsimile:(866)495-4535
            Address
      where notices to
              the
      Borrower are to be sent:
              150
      Avery Street
              Walla
      Walla, Washington 99362





USA
PATRIOT ACT NOTICE


Federal
law requires all financial institutions to obtain, verify and record information
that identifies each person who opens an account or obtains a
loan.  The Bank will ask for the Borrower’s legal name, address, tax
ID number or social security number and other identifying
information.  The Bank may also ask for additional information or
documentation or take other actions reasonably necessary to verify the identity
of the Borrower, guarantors or other related persons.