Exhibit 10.2 to Scanner Technologies Corporation Form 10-QSB dated September 30, 2004







EXHIBIT 10.2  





CHANGE IN TERMS AGREEMENT 




	

	Principal	 	Loan Date	 	Maturity	 	Loan No	 	Call/Collateral	 	Account	 	Officer	 	Initials	 
	$700,000.00 	 	06-22-2004 	 	08-01-2004 	 	111518 	 	11/3450	 	153949 	 	532 	 	  	 
	

	References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing **** has been omitted due to text length limitations. 
	










	Borrower:	 	SCANNER TECHNOLOGIES CORPORATION
14505 21st Avenue #220
Minneapolis, MN 55447 	 	Lender:	 	BREMER BANK, NATIONAL ASSOCIATION
St. Anthony Office
2401 Lowry Ave. NE
St. Anthony, MN 55418-4000 	 









	Principal Amount:   $700,000.00	Initial Rate:   4.000%	Date of Agreement:   June 22, 2004 






DESCRIPTION OF EXISTING INDEBTEDNESS.   A Promissory Note dated March 31, 2003,
in the original principal amount of $1,300,000.00 as amended by that certain Change in Terms Agreement dated March 31, 2003, and
that certain Business Loan Agreement dated March 28, 2002, as amended by that certain Change in Terms Agreement dated March 31,
2003, between SCANNER TECHNOLOGIES CORPORATION (“Borrower”) and BREMER BANK, NATIONAL ASSOCIATION (“Lender”).




DESCRIPTION OF COLLATERAL.   All assets as listed in the
Commercial Security Agreement dated March 31, 2003, between the Borrower and the Lender. 



DESCRIPTION OF CHANGE IN TERMS.   This Change in Terms
Agreement shall serve to amend the above described Promissory Note as follows. 



PAYMENT.   Borrower will pay this loan in one payment of all
outstanding principal plus all accrued unpaid interest on August 1, 2004. In addition, Borrower will pay regular monthly payments
of all accrued unpaid interest due as of each payment date, beginning July 1, 2004, with all subsequent interest payments to be
due on the same day of each month after that. 



This Change in Terms Agreement shall
also serve to amend the above described Loan Agreement as follows:  



Guaranties.   Reference to Michael Thorsland, Gerald G.
Mueller, Larry Hopfenspirger, and Donald E. Halla as Guarantors shall be deleted. 



CONTINUING VALIDITY.   Except as expressly changed by this
Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s),
remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender’s right to strict
performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement
will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and
endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in
writing, Any maker or endorser, including accommodation makes, will not be released by virtue of this Agreement. If any person who
signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement
is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of
this Agreement or otherwise will not be 



















released by it. This waiver applies not only to any initial extension,
modification or release, but also to all such subsequent actions. 



PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. 



BORROWER:  



SCANNER TECHNOLOGIES CORPORATION  


	By:  	 	/s/   Elwin M. Beaty 	 
	 	

	 	Elwin M. Beaty, President of 
SCANNER TECHNOLOGIES CORPORATION 
































CHANGE IN TERMS AGREEMENT 


	

	Principal	 	Loan Date	 	Maturity	 	Loan No	 	Call/Collateral	 	Account	 	Officer	 	Initials	 
	$700,000.00 	 	10-22-2004 	 	08-01-2005 	 	111518 	 	11/3450	 	153949 	 	532 	 	  	 
	

	References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing **** has been omitted due to text length limitations. 
	










	Borrower:	 	SCANNER TECHNOLOGIES CORPORATION
14505 21st Avenue #220
Minneapolis, MN 55447 	 	Lender:	 	BREMER BANK, NATIONAL ASSOCIATION
St. Anthony Office
360 Cedar Street 
St. Paul, MN 55101 	 









	Principal Amount:   $700,000.00	Initial Rate:   4.750%	Date of Agreement:   October 22, 2004 








DESCRIPTION OF EXISTING INDEBTEDNESS.   A Promissory Note
dated March 31, 2003, in the original principal amount of $1,300,000.00 as amended by that certain Change in Terms Agreement dated
March 31, 2003, and that certain Business Loan Agreement dated March 28, 2002, as amended by that certain Change in Terms
Agreement dated March 31, 2003, as amended by that certain Change in Terms Agreement June 22, 2004 between SCANNER TECHNOLOGIES
CORPORATION (“Borrower”) and BREMER BANK, NATIONAL ASSOCIATION (“Lender”). 



DESCRIPTION OF COLLATERAL.   All assets as listed in the Commercial Security
Agreement dated March 31, 2003, between the Borrower and the Lender. 



DESCRIPTION OF CHANGE IN TERMS.   This Change in Terms
Agreement shall serve to amend the above described Promissory Note as follows. 



PAYMENT.   Borrower will pay this loan in one payment of all
outstanding principal plus all accrued unpaid interest on August 1, 2005. In addition, Borrower will pay regular monthly payments
of all accrued unpaid interest due as of each payment date, beginning November 1, 2004, with all subsequent interest payments to
be due on the same day of each month after that. 



VARIABLE INTEREST RATE.   The interest rate on this Agreement
is subject to change from time to time based on changes in an index which is the rate as announced from time to time by Bremer
Bank, National Association (the “Index”). The Index is not necessarily the lowest rate charged by Lender on its loans
and is set by Lender in its sole discretion. If the Index becomes unavailable during the term of this loan, Lender may designate a
substitute index after notifying Borrower. Lender will tell Borrower the current index rate upon Borrower’s request. The
interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates
as well. The index currently is 4.750% per annum. The interest rate to be applied to the unpaid principal balance of the Note will
be at a rate equal to the Index, resulting in an initial rate of 4.750% per annum. NOTICE: Under no circumstances will the
interest rate on the Note be more than the maximum rate allowed by applicable law. 



CONTINUING VALIDITY.   Except as expressly changed by this
Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s),
remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender’s right to strict
performance of the obligation(s) as changed, nor obligate Lender to make any future change 















in terms. Nothing in this Agreement will constitute a satisfaction of the
obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s),
including accommodation parties, unless a party is expressly released by Lender in writing, Any maker or endorser, including
accommodation makes, will not be released by virtue of this Agreement. If any person who signed the original obligation does not
sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the
representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not
be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent
actions. 



PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.




BORROWER:  



SCANNER TECHNOLOGIES CORPORATION  



	By:  	 	/s/   Elwin M. Beaty 	 
	 	

	 	Elwin M. Beaty, President of 
SCANNER TECHNOLOGIES CORPORATION