Exhibit 10.1


    
      

    


    Exhibit
      10.1

    


    


    UNIT
      REDEMPTION AGREEMENT

    


    


    The
      parties to this Unit Redemption Agreement dated December 20, 2006 are
      INSPX, LLC (the "Company") and KEY TECHNOLOGY, INC. ("Seller") and, for purposes
      of Sections 4.2 and 7, PECO CONTROLS CORPORATION and PECO, LLC.


    


    RECITALS

    


    A. Peco
      Controls Corporation, Peco, LLC and Seller organized and formed the Company
      in
      July of 2004. Since inception, F. Allan Anderson, an affiliate of Peco Controls
      Corporation and Peco LLC, has had access to all information relevant to the
      Company's historical financial performance and its prospects for future
      business. Seller currently owns 100 units of ownership of the Company (the
      "Units"). 

    


    B. Seller
      has agreed to sell to the Company, and the Company has agreed to redeem from
      Seller, all of the Units on and subject to the terms and conditions set forth
      in
      this Agreement.

    


    AGREEMENT

    


    In
      consideration of the premises and the representations and warranties contained
      herein, the parties agree as follows:

    


    1.  Sale
      and Redemption of the Units.
      

     

     

    1.1  Redemption
      of the Units.
      The
      Company hereby redeems from Seller, and Seller agrees to sell to the Company,
      the Units. Seller represents that the Units are free and clear of all liens
      and
      encumbrances. 

     

     

    1.2  Redemption
      Price.
      The
      price to be paid by the Company for the Units redeemed from Seller shall be
      $1,500,000 (the "Fixed Redemption Price"), plus the Contingent Payment, subject
      to Section 1.3 below. The Company will pay the Fixed Redemption Price as
      follows: 

     

    (a)  $750,000
      payable by wire transfer to Seller's designated account within two business
      days
      of execution hereof. 

     

    (b)  $750,000
      pursuant to the terms of the term note (the "Term Note") attached to this
      Agreement as Exhibit A. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.3  Contingent
      Payment.
      The
      Company will pay Seller an additional $500,000 (the "Contingent Payment") if
      the
      Company's revenues for the year ended December 31, 2008 are $9 million
      or higher, or upon the sale of Company equity (by the Company or any existing
      owner of the Company) for $2 million or more at an enterprise value of
      $10 million or more by December 31, 2008. If either contingency occurs, the
      Company will pay the Contingent Payment, at the Company's election, either
      (i) in one cash payment, payable within 45 days of the event giving rise to
      the Contingent Payment, or (ii) in four equal annual installments with
      interest accruing from the date of the qualifying event at the Bank of America
      prime rate, with the first annual installment due on the earlier of
      December 31, 2009 or the first anniversary date of the qualifying sale of
      Company equity. The deferred payment alternative, if elected, may be prepaid
      at
      any time without penalty.

     

    2.  Representations
      and Warranties of Seller.
      

     

    Seller
      represents and warrants to the Company as follows: 

     

    2.1  Owner.
      Seller
      is the sole owner of all of the Units, and Seller owns the Units free and clear
      of any liens, claims, charges, encumbrances or adverse claims
      whatsoever.

     

     

    2.2  Organization
      and Good Standing.
      Seller
      is a corporation duly organized and validly existing under the laws of the
      State
      of Oregon and has all requisite corporate power and authority to own, lease
      and
      operate its properties and to carry on its business as now being
      conducted.

     

     

    2.3  Authority
      Relative to Agreement.
      Seller
      has requisite corporate power to execute and deliver this Agreement and to
      perform its obligations hereunder. Seller has taken all actions required by
      law,
      the Seller's Articles of Incorporation and Bylaws or otherwise to authorize
      the
      execution, delivery and performance of this Agreement. Upon the execution and
      delivery of this Agreement by the parties, this Agreement will be the valid
      and
      legally binding obligation of Seller enforceable in accordance with its terms,
      subject as to enforcement only to bankruptcy, insolvency, reorganization,
      moratorium or other laws affecting the enforceability of creditors' rights
      generally or to general equitable principles.

     

     

    2.4  Effect
      of Agreement.
      No
      consents or approvals are required to be obtained from any governmental agencies
      or are required under the provisions of any instruments to be obtained from
      any
      third party in connection with the execution and consummation of this Agreement
      by Seller. The execution and delivery of this Agreement and consummation of
      the
      transactions contemplated hereby will not result in the breach of any term
      or
      provision of, or constitute a default under, any provision or restriction of
      any
      note, mortgage, indenture, agreement, license or other instrument to which
      Seller is a party, or to the best of Seller's knowledge, any judgment, order
      or
      decree, rule or regulation of any court or administrative agency to which Seller
      is a party or by which it or any of its assets is bound, nor will it conflict
      with the provisions of the Articles of Incorporation or Bylaws of Seller, or
      to
      the best of Seller's knowledge, violate any statute, license or regulation
      of
      any governmental authority. 

     

     

    2.5  Enforceability.
      Upon
      the execution and delivery of this Agreement by the parties, this Agreement
      will
      be the valid and legally binding obligation of Seller enforceable in


     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    accordance
      with its terms, subject as to enforcement only to bankruptcy, insolvency,
      reorganization, moratorium or other laws affecting the enforceability of
      creditors' rights generally or to general equitable principles.

     

    3.  Representations
      and Warranties of the Company.

     

    The
      Company represents and warrants to Seller as follows:

    


     

    3.1  Organization
      and Good Standing.
      The
      Company is a limited liability company duly organized, validly existing and
      in
      good standing under the laws of the State of Oregon.

     

     

    3.2  Authority
      Relative to Agreement.
      The
      Company has the power to execute and deliver this Agreement and to perform
      its
      obligations hereunder. The Company has taken all action required by law, its
      Articles of Organization, its Operating Agreement and otherwise to authorize
      the
      execution, delivery and performance of this Agreement.

     

     

    3.3  Effect
      of Agreement.
      No
      consents or approvals are required to be obtained from any governmental agencies
      or are required under the provisions of any instruments to be obtained from
      any
      third party in connection with the execution and consummation of this Agreement
      by the Company. The execution and delivery of this Agreement and consummation
      of
      the transactions contemplated hereby will not result in the breach of any term
      or provision of, or constitute a default under, any provision or restriction
      of
      any note, mortgage, indenture, agreement, license or other instrument, or of
      any
      judgment, order or decree, rule or regulation of any court or administrative
      agency to which the Company is a party or by which it is bound, nor will it
      conflict with the provisions of the Articles of Organization or Operating
      Agreement of the Company, or to the best of the Company's knowledge, violate
      any
      statute, license or regulation of any governmental authority.

     

     

    3.4  Financial
      Statements.
      The
      Company's financial statements for the year ended September 30, 2006 (the
      "Financial Statements") are attached to this Agreement as Schedule 3.4.
      The
      Financial Statements were prepared in accordance with the books and records
      of
      the Company, fairly present the financial position and results of the Company's
      operations at and for the periods indicated, and were prepared in accordance
      with generally accepted accounting principles applied consistently with prior
      periods. 

     

     

    3.5  No
      Registration or Qualification.
      The
      Company acknowledges that the Units are being acquired without registration
      or
      qualification under any federal or state securities laws, and that the Units
      are
      being transferred pursuant to applicable exemptions from any registration
      requirements. 

     

     

    3.6  Enforceability.
      Upon
      the execution and delivery of this Agreement by the parties, this Agreement
      will
      be the valid and legally binding obligation of the Company enforceable in
      accordance with its terms, subject as to enforcement only to bankruptcy,
      insolvency, reorganization, moratorium or other laws affecting the
      enforceability of creditors' rights generally or to general equitable
      principles.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    4.  Restrictive
      Covenants.
      

     

     

    4.1  By
      Seller.
      Seller
      agrees, for the 18-month period after the date of this Agreement, or sooner
      in
      the event of a default in payment under the Term Note, that it will not directly
      or indirectly engage in the development or sale of x-ray based products or
      technology for any use or application independent of or separate from being
      combined with other non-x-ray based products of Seller providing sorting of
      customer product streams where the sorter and the x-ray device are connected
      through a data interface to provide combined sorting and inspection functions
      with respect to customer product streams. 

     

     

    4.2  By
      the
      Company.
      The
      Company and Peco Controls Corporation each agree, for the 18-month period after
      the date of this Agreement, that they will not directly or indirectly engage
      in
      the development or sale of x-ray based products or technology combined with
      other non-x-ray based products providing sorting of customer product streams
      where the sorter and the x-ray device are connected through a data interface
      to
      provide combined sorting and inspection functions with respect to customer
      product streams. 

     

    5.  Subordination. 

     

    F.
      Allan
      Anderson will expressly subordinate all indebtedness of the Company owed to
      him
      to payment of the Term Note in the form of the Subordination Agreement attached
      hereto as Exhibit B.

    


    6.  Notices
      to Seller; Inspection Rights.
      

     

     

    6.1  2008
      Revenues.
      The
      Company will deliver to Seller, no later than January 31, 2009, a report
      that details the Company's calculation of revenue for the 12 months ending
      December 31, 2008. The Company will maintain its books and records to be able
      to
      calculate or reconstruct calculation of revenue for such year.

     

     

    6.2  Sale
      of Equity.
      The
      Company will deliver to Seller, no later than 30 days from the date of sale,
      notice of any sale of equity of the Company, which notice will include the
      amount and price of equity sold and the ownership structure of the Company
      after
      giving effect to the sale.

     

     

    6.3  Certificate.
      The
      Company's chief executive officer will prepare and deliver to Seller by the
      end
      of the first month of each calendar quarter a report reflecting the principal
      balances of all Company debt and all principal payments made with respect
      thereto in the preceding calendar quarter. 

     

     

    6.4  Inspection
      Rights.
      The
      Company hereby grants to Seller the right, upon reasonable advance notice,
      to
      inspect its books and records on a periodic basis with respect to the foregoing
      matters.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    7.  Consent
      of Peco, LLC.
      

     

    Notwithstanding
      anything to the contrary in the Company's Operating Agreement, Peco, LLC
      consents to the transactions contemplated by this Agreement and waives any
      objection thereto.

    


    8.  Additional
      Provisions. 

     

     

    8.1  Expenses.
      Whether
      or not the transactions contemplated by this Agreement are consummated, the
      Company and Seller shall each pay their own expenses in connection with the
      transactions contemplated by this Agreement, including the fees and expenses
      of
      their respective counsel.

     

     

    8.2  Litigation
      Expenses.
      In the
      event of any litigation to enforce or declare any of the provisions of this
      Agreement, the prevailing party shall recover and the losing party shall pay
      the
      reasonable attorney fees incurred by the prevailing party at the trial or
      arbitration and upon any appeals therefrom, as determined by the respective
      courts or arbitrators.

     

     

    8.3  Nature
      and Survival of Representations.
      All
      representations and warranties made by the parties in this Agreement shall
      survive the consummation of the transactions contemplated by this
      Agreement.

     

     

    8.4  Entire
      Agreement.
      This
      Agreement sets forth the entire agreement and understanding between the parties
      as to the subject matter hereof, and supersedes all prior discussions,
      agreements and understandings of every kind and nature between them. No party
      shall be bound by any condition, definition, warranty, or representation, other
      than expressly set forth or provided for in this Agreement, or as may be, on
      or
      subsequent to the date hereof, set forth in writing and signed by the party
      to
      be bound thereby. This Agreement may not be changed or modified, except by
      agreement in writing, signed by all of the parties hereto.

     

     

    8.5  Parties
      in Interest.
      All
      terms and provisions of this Agreement shall be binding upon and inure to the
      benefit of and be enforceable by the successors in interest of the respective
      parties hereto. Nothing contained herein, express or implied, is intended nor
      shall be construed to confer or give any person, firm or corporation other
      than
      the parties hereto, any rights or remedies under or by reason of the
      Agreement.

     

     

    8.6  Notices.
      All
      notices or other communications which are required or permitted hereunder shall
      be sufficient if delivered personally or by registered or certified mail,
      postage prepaid, as follows:

     

    If
      to the
      Company:  InspX
      LLC

    4025
      Clipper Court

    Fremont,
      CA 94538

    


    with
      a
      copy to:   Charles
      W. Volpe

    Berliner
      Cohen

    Ten
      Almaden Boulevard, Eleventh Floor

    San
      Jose,
      CA 95113-2233 

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    If
      to
      Seller:   Key
      Technology, Inc.

    Attn:
      Ronald W. Burgess, Chief Financial Officer

    150
      Avery
      Street

    Walla
      Walla, WA 99362

     

    with
      a
      copy to:   Ronald
      L.
      Greenman

    Tonkon
      Torp LLP

    1600
      Pioneer Tower

    888
      SW
      Fifth Avenue

    Portland,
      OR 97204-2099

    


    Any
      party
      may, by written notice to the other, change its address for purposes of this
      Agreement. 

    


     

    8.7  Waiver.
      Waiver
      by any party of the strict performance of any of the provisions of this
      Agreement shall not be construed as a waiver of or prejudice that party's right
      to subsequently require strict performance of, the same or any other provision
      of this Agreement.

     

     

    8.8  Section
      Headings.
      The
      headings of the sections of this Agreement are for the convenience of the
      parties only and shall not be construed as affecting the terms of this Agreement
      or be used in the interpretation of the terms of this Agreement.

     

     

    8.9  Counterparts.
      This
      Agreement may be executed in counterparts and when each party has signed at
      least one counterpart, the Agreement shall be fully binding. Each counterpart
      shall be considered an original, and all of them taken together, shall
      constitute a single Agreement.

     

     

    8.10  Termination
      of Other Agreements.
      The
      execution of this Agreement terminates all rights and obligations of Seller
      under all documents and agreements executed and delivered in connection with
      the
      formation of the Company in July of 2004.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    8.11  Mutual
      Release.
      Seller,
      on the one hand, and the Company, Peco Controls Corporation and Peco, LLC,
      on
      the other, hereby release each other for all claims, known or unknown, arising
      out of or related to their ownership interest in the Company prior to the date
      hereof, excepting from such general release all rights and obligations arising
      under this Agreement and the Exhibits referenced herein.

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      as
      of the day and year first above written.

    


    INSPX,
      LLC

    


    


    By
       /s/
      F.
      Allan Anderson  

    F.
      Allan
      Anderson

    


    


    KEY
      TECHNOLOGY, INC.

    


    


    By
       /s/
      Ronald W. Burgess  

    Ronald
      W.
      Burgess

    Chief
      Financial Officer

    


    


    For
      purposes of Section 4.2 only: PECO
      CONTROLS CORPORATION

    


    


    By
       /s/
      F.
      Allan Anderson  

    F.
      Allan
      Anderson

    


    


    For
      purposes of Section 7 only: PECO
      LLC

    


    


    By
       /s/
      F.
      Allan Anderson   

    F.
      Allan
      Anderson

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A
      TO UNIT REDEMPTION AGREEMENT

    


    


    


    PROMISSORY
      NOTE

    


    $750,000                                                                                                                                                                                                       
        Portland, Oregon

                                                                                                                       
                   
December 20, 2006

    


    InspX
      LLC, an Oregon limited liability company ("Maker"), for value received hereby
      promises to pay to Key Technology, Inc., an Oregon corporation ("Holder"),
      the
      principal sum of Seven Hundred Fifty Thousand Dollars ($750,000) and to pay
      interest on the unpaid principal from the date of this Promissory Note at 5%
      per
      annum. Payments shall be made at the address last given in writing to Maker
      by
      Holder. Principal and interest are payable to Holder in such coin or currency
      of
      the United States of America as at the time of payment shall be legal tender
      for
      the payment of public and private debts. This Note is issued by Maker in
      connection with Maker's redemption of ownership Units in Maker from Holder
      pursuant to the Unit Redemption Agreement of even date herewith between Maker
      and Holder (the "Agreement").

    


    9.  Scheduled
      Payments. 

     

    Subject
      to
      the terms hereof, principal and interest on this Promissory Note shall be
      payable as follows:

    


    9.1  Quarterly
      Interest Payments.
      All
      accrued and unpaid interest shall be due and payable quarterly beginning on
      December 31, 2006, and on every subsequent March 31, June 30, September 30
      and December 31 thereafter until this Promissory Note is paid in
      full.

     

    9.2  Lump
      Sum Principal Payment.
      All
      principal hereunder, and any unpaid interest, shall be due in a single lump
      sum
      payment on September 30, 2009.

     

    9.3  Prepayment.
      Maker
      shall have the right at any time to prepay the whole of the Subordinated
      Indebtedness without penalty.

     

    10.  Acceleration
      Events. 

     

    Subject
      to the terms hereof, all of the unpaid principal and interest on this Promissory
      Note shall become due and payable (but shall not be paid except to the extent
      any such payment would be a Permitted Payment hereunder), at the option of
      Holder, upon the occurrence and during the continuation of any of the following
      events (each an "Acceleration Event"): 

    


    10.1  If
      Maker
      shall fail to make a scheduled payment of interest when due hereunder and such
      failure is not cured by Maker within ten days following receipt by Maker of
      a
      written notice of default from Holder.
      In order
      to cure any late payment of interest due hereunder, the interest payment plus
      a
      late payment fee in the amount of $1,000 must be received by the Holder within
      the ten-day grace period. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    10.2  The
      sale
      or other transfer, whether in one transaction or in a series of related
      transactions, of (i) all or substantially all of the assets of Maker or
      (ii) 51% or more of the issued and outstanding ownership Units of Maker
      after giving effect to such transfer or issuance, including transfers pursuant
      to any statutory merger in which 51% or more of the voting securities of the
      surviving entity are held by persons who were not members of Maker prior to
      the
      merger.

     

    10.3  The
      payment by Maker of any principal payment on any indebtedness owed by Maker
      to
      any non-institutional lender, including without limitation the Subordinated
      Indebtedness referenced in the Subordination Agreement of even date herewith
      as
      executed by F. Allan Anderson.

     

    10.4  If
      Maker
      shall voluntarily file a petition under the Federal Bankruptcy Code, as such
      Code may from time to time be amended, or under any similar or successor federal
      statute relating to bankruptcy or insolvency, or file an answer in an
      involuntary proceeding admitting insolvency of inability to pay debts, or if
      Maker shall fail to obtain a vacation or stay of involuntary proceedings brought
      for the reorganization, dissolution of liquidation of Maker within 90 days
      of
      the filing of such proceedings or if Maker shall be adjudged bankrupt, or if
      a
      trustee or receiver shall be appointed for Maker or Maker's property, or if
      Maker shall make an assignment for the benefit of Maker's
      creditors.

     

    Upon
      the
      occurrence of an Acceleration Event, Holder shall give written notice thereof
      to
      Maker before pursuing any remedy. If Maker fails to take all necessary curative
      action within ten days of receipt of the notice, Holder may initiate action
      for
      collection of all amounts payable hereunder. Interest after an Acceleration
      Event will accrue at a rate of 12% per annum until all amounts due hereunder
      are
      paid in full. In addition, in the event of a failure to pay principal or
      interest hereunder at any time when principal or interest is payable hereunder,
      Holder may institute an action for the collection of the same unless paid in
      full within ten days of notice of nonpayment sent by Holder to
      Maker.

    


    11.  Senior
      Status Re Existing Subordinated Debt.
      

     

    This
      indebtedness is senior in status to all indebtedness owed by Maker to F. Allan
      Anderson. For so long as any amount remains payable hereunder, Maker's chief
      executive will deliver a certification to Holder each calendar quarter as
      provided in Section 6.3 of the Agreement. 

    


    12.  Governing
      Law and Venue. 

     

    Holder
      and
      Maker agree that this Promissory Note shall be deemed to have been made under
      and shall be governed by the laws of the State of Oregon in all respects
      including matters of construction, validity and performance, and that none
      of
      its terms or provisions may be waived, altered, modified or amended except
      as
      the holder of this Promissory Note may consent thereto in writing. The
      obligation evidenced by this Promissory Note is incurred by Maker solely for
      business or commercial purposes. Maker irrevocably submits to the jurisdiction
      of any state or federal court located in Multnomah County, Oregon, over any
      action or proceeding to enforce or defend any matter arising from or related
      to
      this Promissory Note.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    13.  Notices.
      

     

    Any
      notice
      or other communication required or permitted to be given hereunder shall be
      in
      writing and shall be hand-delivered or mailed by registered or certified mail
      to
      the appropriate party at the following address (or such other address for a
      party as shall be specified by notice pursuant hereto):

    


    If
      to
      Maker:  InspX
      LLC

    4025
      Clipper Ct. 

    Fremont,
      CA 94538

    Attn:
      F.
      Allan Anderson

     

    with
      a
      copy to:  Berliner
      Cohen

    Ten
      Almaden Boulevard

    Eleventh
      Floor

    San
      Jose,
      CA 94113-2233

    Attn:
      Charles W. Volpe

    


    If
      to
      Holder:  Key
      Technology, Inc.

    150
      Avery
      Street

    Walla
      Walla, WA 99362

    Attn:
      Ronald W. Burgess

    


    with
      copies to:  Tonkon
      Torp LLP

    1600
      Pioneer Tower

    888
      SW
      Fifth Avenue

    Portland,
      OR 97204-2099

    Attn:
      Ronald L. Greenman

    


    If
      sent
      by registered or certified mail, such notices or communications shall be
      effective and deemed given when mailed; otherwise they shall be effective and
      deemed given upon hand delivery to said address. 

    


    14.  Attorney
      Fees. 

     

    If
      this
      Promissory Note is not paid when due (whether by acceleration or otherwise)
      or
      if an action or suit is brought to interpret or enforce this Promissory Note,
      the substantially prevailing party shall be entitled to a reasonable sum as
      attorney fees (including attorney fees on appeal), and all costs and expenses
      in
      connection with such action including costs incurred on appeal. 

     

    15.  Validity.
      

     

    If
      any
      provision of this Promissory Note is in conflict with any statute or rule of
      law
      in the State of Oregon, or is otherwise unenforceable for any reason whatsoever,
      then such provision shall be deemed null and void to the extent of such conflict
      or unenforceability, but shall be deemed separate from and shall not invalidate
      any other provision of this Promissory Note.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    16.  Holder's
      Acceptance. 

     

    Holder
      has executed this Promissory Note to evidence its acceptance of the
      subordination provisions hereof. 

    


    InspX
      LLC

    


    


    By
       /s/
      F.
      Allan Anderson 

    F.
      Allan
      Anderson

    President
      

    


    


    


    


    ACKNOWLEDGED
      AND ACCEPTED:

    


    KEY
      TECHNOLOGY, INC.

    


    


    By
      /s/
      Ronald W. Burgess 

    Ronald
      W.
      Burgess

    Chief
      Financial Officer

     

    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    


    EXHIBIT
      B
      TO UNIT REDEMPTION AGREEMENT

    


    


    SUBORDINATION
      AGREEMENT

    


    This
      Subordination Agreement is entered into this 20th
      day of
      December, 2006 by and between F.
      Allan Anderson ("Subordinated
      Noteholder"), Key
      Technology, Inc. ("Key")
      and InspX
      LLC ("InspX")
      with respect to all indebtedness owed to Subordinated Noteholder by InspX (the
      "Subordinated Debt"). 

    


    InspX
      has
      executed a Promissory Note in favor of Key in the principal amount of $750,000
      (referred to herein as the "Senior Debt") in connection with the redemption
      of
      Key's entire equity interest in InspX. It is a requirement of the redemption
      that the Subordinated Debt be made expressly subordinate to Key's Senior Debt.
      

    


    InspX
      and
      Subordinated Noteholder hereby acknowledge and agree that the Subordinated
      Debt
      is subordinate to the Senior Debt, and InspX covenants that so long as any
      amount remains payable on the Senior Debt it will make no payments on the
      Subordinated Debt. Notwithstand-ing the foregoing, so long as no default in
      payment shall exist with respect to the Senior Debt it shall be permissible
      for
      InspX to pay the interest on the Subordinated Note as specified in such Note
      as
      originally issued. Any payments received by the Subordinated Noteholder in
      violation of the foregoing will be held in trust for Key's benefit until the
      entirety of the Senior Debt is paid in full, and will be promptly delivered
      to
      Key for credit against the Senior Debt upon demand. A violation of this covenant
      by InspX shall constitute an event of default under the note reflecting the
      Senior Debt. 

    


    EXECUTED
      this 20th
      day of
      December, 2006.

    


    


    INSPX
      LLC      SUBORDINATED
      NOTEHOLDER

    


    


    By
      /s/
      F.
      Allan Anderson    /s/
      F.
      Allan Anderson

    F.
      Allan
      Anderson     F.
      Allan
      Anderson

    President

    


    


    KEY
      TECHNOLOGY, INC.

    


    


    By
      /s/
      Ronald W. Burgess 

    Ronald
      W.
      Burgess

    Chief
      Financial Officer