Exhibit 10.35

AUGUST TECHNOLOGY  CORPORATIONCODE OF ETHICS      AND      BUSINESS CONDUCT

Effective
as of February 7, 2003

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TABLE OF CONTENTS

|Introduction                                           |  | 1
|------------------------------------------------------ |  | -
|Compliance with Laws and ATC Business Conduct Policies |  | 2
|Accuracy of Company Records                            |  | 2
|Securities Trading Policies                            |  | 2
|Contact with Government Officials                      |  | 3
|Conflicts of Interest                                  |  | 3
|Political Contributions and Related Policies           |  | 3
|Transacting International Business                     |  | 4
|Business Courtesies and Gratuities                     |  | 4
|Intellectual Property and Other Assets                 |  | 4
|Protection and Use of Company Property                 |  | 5
|Fair Dealing with Competitors, Customers and Suppliers |  | 5
|Personal Behavior in the Workplace                     |  | 5
|Environmental Compliance                               |  | 5
|Employee Privacy                                       |  | 5
|Public Disclosure of Code and Related Matters          |  | 6
|Discipline                                             |  | 6
|Reporting Suspected Problems                           |  | 6
|Monitoring                                             |  | 6
|Certificate of Compliance                              |  | 7

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We all must



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Introduction

August Technology Corporation's (ATC's) guidelines for business conduct flow from our purpose, core values and principles. These key elements are of the utmost importance for
the proper conduct and respect for all individuals in the quest for common prosperity.

ATC depends on the character of its people. That character is reflected in our core values which include attracting and recruiting quality, knowledgable, honest people with
leadership skills and a passion for doing their best. We respect our colleagues, customers, suppliers, and consumers and strive to treat them with the utmost respect. We have confidence in each
other's capabilities and intentions.

The following principles flow from our purpose and core values:



ATC is committed to complying with all laws and regulations where we conduct our business activities. The Company expects every employee to know the laws and policies that
apply to their ATC activities, and to conduct them with uncompromising honesty and integrity.

Some business activity is not governed by any law, and some laws and regulations set standards far below the expectations of our company. In these situations, an employee
should be able to answer "yes" to the following questions before taking action:



If the answers are not an unqualified "yes," we don't do it.



Each employee is responsible to uphold the Code. Our Chief Compliance Officer (currently John Vasuta, our General Counsel), will administer overall compliance with this Code of
Ethics and Business Conduct. Inevitably, the Code addresses questions that escape easy definition. There will be times when you may be
unsure about how the Code applies. In such cases, feel free to contact our Chief Compliance Officer (currently John Vasuta, our General Counsel), at
(952) 259-1730.

Any reference to ATC or the Company is understood to be a reference to ATC Incorporated, a Minnesota corporation, and its subsidiaries.

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Compliance with Laws and ATC Business Conduct Policies



It
is also each employee's responsibility to know and understand legal and policy requirements as they apply to their job and to notify management when they believe a violation of law or company
policies has occurred.

Accuracy of Company Records



No
Code can review the extensive accounting requirements which ATC must fulfill. The Company's business records are depended upon to produce reliable and accurate reports to management, shareholders,
creditors, governmental entities and others. Thus, all official records of the conduct of the Company's business must be accurate, honest and complete, without any restriction or qualification of any
kind. This means the accuracy of any records involves both factual documentation and ethical evaluation or appraisal.

All
Company operations (worldwide) must comply with all local and national laws relating to the accurate and complete maintenance of Company financial books and records.

Employees
are expected to be honest, objective and loyal in the performance of record keeping responsibilities. However, because loyalty includes never knowingly being a part of any illegal or
unethical activity, there is no excuse for a deliberately false or misleading Company record.

While
only a few ATC employees maintain actual accounting records, many ATC employees help keep the company's records. Whether you track hours worked for billing to outside sources, use business
expense accounts or participate in the company's official records, accurate documentation is critical. Employees may not participate in any misstatement of ATC's accounts. At the same time, no
circumstances justify the maintenance of "off-the-books" accounts to facilitate questionable or illegal payments. All contracts under which funds are disbursed shall accurately
state the purposes for which these funds are paid and shall not be misleading.

Securities Trading Policies



Insider
trading is a serious crime. The offense may occur when, for example, a person trades stock while in possession of material, non-public information about the company involved.
Material information is any information that an investor would reasonably consider important in making investment decisions. Examples include knowledge of acquisitions or divestitures, new product
launches or financial information. Information is "non-public" if it has not been released to and absorbed by the investing public. An individual convicted of insider trading may face
criminal penalties of up to ten years in prison and/or a $1,000,000 fine.

To
ensure fairness and integrity in financial markets and to avoid insider trading penalties, we do not trade in ATC securities or those of any company on the basis of material, non-public
information acquired through our employment. In addition, non-public inside-information about ATC must not be communicated without a legitimate business reason and proper leadership
authorization.

All
employees must also read and comply with the Company's "Policy Statement on Confidential Information and Securities Trading by Personnel" provided separately from this Code of Conduct.

Insider
trading law is far from clear. An employee who is unsure how the law applies in a given instance, should ask before he or she trades. All questions should be referred to our General Counsel.

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Contact with Government Officials



Bribery,
kickbacks or other improper payments have no place in our business. In addition, information provided to governments must be accurate and interactions with government officers must be honest
and ethical. All activities that might constitute lobbying or attempts to influence government officials must be reviewed first with legal counsel.

If
your job involves business with foreign, national, state or local government, you must know the rules applicable to your job. If you are in doubt, do not make the mistake of interpreting rules by
yourself. Discuss the matter with your supervisor or other management of the company.

Conflicts of Interest



Conflicts
may arise when an employee, officer or director, or a member of his or her immediate family, receives improper personal benefits as a result of the person's position with the company. Each
employee owes ATC a duty of loyalty. For that reason, all employees must exercise great care any time their personal interests conflict with ATC's interests.

ATC
employees are free to engage in outside activities of their own free choice. It is important, however, that such activity does not adversely affect the conduct of ATC's business, involve misuse of
company position or resources, divert for personal gain any business opportunity from which ATC may profit, or constitute a potential source of discredit to the ATC name. The following is a list of
prohibited conflicts of interest:



The
Company policy regarding possible conflict of interest is based on the principle that an employee's decisions in the business must be made solely in the best interests of ATC. To reach that
decision, an employee should avoid influence from personal or family considerations which might affect his or her judgment as to what is in the best interests of ATC.

Political Contributions and Related Policies



Exceptions
to the basic policy are allowed only where such contributions are permitted by law and permission granted in advance by the Company's Chief Executive Officer. Company policies do not permit
the use of any Company facilities or resources by employees for political campaigning, political

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fundraising or partisan political purposes. A decision by an employee to contribute any personal time, money or other resources to a political campaign or political activity must be totally
voluntary.

Transacting International Business



We
also comply with anti-boycott and international embargo regulations in all locations where ATC does business. The U.S. Foreign Corrupt Practices Act prohibits payments, gifts or
contributions to officials or employees of any foreign government or government-owned business for the purpose of getting or retaining business. In addition, the U.S. Foreign Corrupt Practices Act
requires ATC to maintain accurate and complete financial books and records.

Business Courtesies and Gratuities



ATC
employees may only exchange non-monetary and generally modestly-valued gifts that promote goodwill with our business partners and do not improperly influence others. We will accept
only approved and widely available discounts. We will not encourage, accept or exchange gratuities or payments for providing specific services.

Business
courtesies and gratuities include but are not limited to gifts, meals, cocktails, discounts, hospitality, entertainment, recreation, promotional items, transportation and any tangible or
intangible "item of value" for which the recipient does not pay fair market value.

ATC
employees may give or receive courtesies in Company-related business dealings with customers or suppliers provided the following guidelines are met:



Intellectual Property and Other Assets



Confidential
information is critical to ATC's competitive advantage. It must not be shared with others outside ATC. This includes intellectual property and trade secrets, business plans, marketing and
sales programs, customer lists, pricing policies, and company financial information.

Every
ATC employee is obligated to protect the company's confidential information as well as that of its customers, suppliers and third parties who disclose information to ATC in confidence. ATC
employees may not accept trade secrets or confidential information of a technical or business nature from a third party, unless specifically authorized to do so by an authorized manager or officer of
the Company.

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Protection and Use of Company Property



We
will ensure that the Company equipment, supplies and other assets are used for legitimate business purposes unless otherwise specifically authorized, and that we protect all tangible and intangible
Company property.

Fair Dealing with Competitors, Customers and Suppliers



ATC's
success depends on building productive relationships with our customers and suppliers based on integrity, ethical behavior and mutual trust. In addition, customers have individual needs and
expectations representing unique opportunities for mutual success.

The
Company bases its worldwide supplier relationships on fundamental concepts of honesty, fairness, mutual respect and nondiscrimination.

We
will not engage in activities with customers, suppliers or competitors that unfairly prevent or limit competition, or could appear to do so.

Personal Behavior in the Workplace



The
Company strives to provide a safe, healthful and productive work environment. Each employee has a personal responsibility to other ATC employees and to the Company to help eliminate actions or
circumstances which undermine the desired environment.

ATC
policy requires that individuals are to be considered for employment opportunities on the basis of merit, as measured against objective job requirements. Every good faith effort shall be made to
implement programs designed to provide equal employment opportunity to all types of jobs and at all levels of the work force.

Our
policy forbids any discrimination, harassment or intimidation because of race, color, religion, gender, age, national origin, citizenship, sexual orientation or disability. Employees are
encouraged to bring questions or concerns in this area to their management.

Additionally,
every employee is expected to perform his or her work in a safe manner, free of the influence of alcohol or drugs.

Environmental Compliance

ATC
will conduct business at all times in compliance with appropriate environmental laws and regulations. It is ATC's policy to operate its facilities in a manner which protects the employees, the
public and the environment.

Employee Privacy

ATC
respects employee privacy and dignity. We will only collect and retain personal information from employees that is required for the effective operation of the Company or as required by law. We
will keep that information confidential and release it only to those who have a legitimate need to know.

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Public Disclosure of Code and Related Matters

The
existence and content of this Code of Conduct will be disclosed to shareholders and may be available on the Company's website. Any waiver of any of the provisions of the Code for executive
officers or directors may be made only by the Board, with only the independent members voting, or a Board committee consisting of independent directors, and such waiver must be promptly disclosed to
shareholders.

Discipline

Violations
of this Code may lead to serious sanctions, including termination of employment for cause.

Reporting Suspected Problems

ATC maintains an open door policy and an anonymous telephone hotline for employees to raise concerns and report observed violations of law
or the Code of Ethics and Business Conduct without fear of retribution or retaliation.

If
you have questions about an ethical situation, you should feel free to discuss the problem with your supervisor, with our Human Resources Manager (currently Wayne Holtmeier, our Vice President of
Employee Services), or with our Chief Compliance Officer (currently John Vasuta, our General Counsel). You will be assured confidentiality, to the limit of the law. In the case where you do not feel
it is appropriate to discuss the issue with your supervisor or the Compliance Officer, ATC has established a hotline with a credible, independent provider so that you can report concerns or potential
violations anonymously (see below). Anonymous callers should supply detailed information to address the concern. The hotline is available for use by customers, employees, sales representatives, and
suppliers.

ETHICS HOTLINE

Toll-free and
anonymous                1-800-

Monitoring

ATC will periodically reaffirm its commitment to its compliance program and will monitor for compliance with the Code of Ethics and
Business Conduct.

Each
year a training session will be held and a copy of the Code and the Certification of Compliance card will be distributed to each employee to remind employees of the contents of the Code as well
as to reestablish their commitment to compliance with it.

Please make sure you return your
certificate of Compliance Card

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CERTIFICATE OF COMPLIANCE

This Certificate must be read and signed by all employees

I certify that I have received, read and understood ATC's Code of Ethics and Business Conduct. I understand what types of conduct violate these policies and are
considered outside the scope of my employment. I promise to comply with the terms of the code and understand that violation of these terms may lead to dismissal for cause.

|Employee Signature                                                                       |  |         
|---------------------------------------------------------------------------------------- |  | --------
|Date                                                                                     |  | Location
|Printed Name                                                                             |  |         
|Return to:                                                                               |  |         
|August Technology Corporation
4900 West 78th Street
Bloomington, MN 55435
(952) 820-0080 |  |         

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August Technology Corporation        Code of Ethics for Financial Executives

In
my role as a finance executive of August Technology Corporation, I certify to you that I adhere to and advocate the following principles and responsibilities governing my professional and ethical
conduct.

To
the best of my knowledge and ability:

|(Signature) |  | 
|----------- |  | 

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