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                                                                   Exhibit 10.13


                          AUGUST TECHNOLOGY CORPORATION

                AMENDED 1998 BOARD OF DIRECTOR COMPENSATION PLAN

                      ARTICLE 1. ESTABLISHMENT AND PURPOSE

a. Establishment. August Technology Corporation (the "Company") hereby
establishes a plan providing for the compensation of certain eligible directors
of the Company and its subsidiaries. This plan shall be known as the 1998 Board
Compensation Plan (the "Board Compensation Plan").

b. Purpose. The purpose of this Board Compensation Plan is to advance the
interests of the Company and its shareholders by enabling the Company to attract
and retain persons of ability as directors, by providing an incentive to such
individuals through equity participation in the Company and by rewarding such
individuals who contribute to the achievement by the Company of its long-term
economic objectives.

                             ARTICLE 2. DEFINITIONS

      The following terms shall have the meanings set forth below, unless the
context clearly otherwise requires:

a. "Board" means the Board of Directors of the Company.

b. "Code" means the Internal Revenue Code of 1986, as amended.

c. "Common Stock" means the common stock of the Company, par value $.01 per
share, or the number and kind of shares of stock or other securities into which
such Common Stock may be changed in accordance with Section 4.3 below.

d. "Eligible Persons" means individuals who are Non-Employee Directors of the
Company.

e. "Exchange Act" means the Securities Exchange Act of 1934, as amended.

f. "Incentive Stock Option" means a right to purchase Common Stock granted to an
Optionee pursuant to the Company's 1997 Stock Option Plan that qualifies as an
incentive stock option within the meaning of Section 422 of the Code.

g. "Non-Employee Director" means any member of the Board who is not an employee
of the Company or any Subsidiary.

h. "Non-Statutory Stock Option" means a right to purchase Common Stock granted
to an Optionee pursuant to the Company's 1997 Stock Option Plan that does not
qualify as an Incentive Stock Option.

i. "Option" means an Incentive Stock Option or a Non-Statutory Stock Option.
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j. "Optionee" means an Eligible Person who receives one or more Incentive Stock
Options or Non-Statutory Stock Options under the Company's 1997 Stock Option
Plan.

k. "Person" means any individual, corporation, partnership, group, association
or other "person" (as such term is used in Section 14(d) of the Exchange Act),
other than the Company, a wholly owned subsidiary of the Company or any employee
benefit plan sponsored by the Company.

l. "Securities Act" means the Securities Act of 1933, as amended.

m. "Subsidiary" means any corporation that is a subsidiary corporation of the
Company (within the meaning of Section 424(f) of the Code).

                            ARTICLE 3. ADMINISTRATION

      The Plan shall be administered by the Board or by a Committee of the Board
consisting of not less than three persons; provided, however, that from and
after the date on which the Company first registers a class of its equity
securities under Section 12 of the Exchange Act Plan shall be administered by
the Board, majority of whom acting on any matter under the Plan shall be
"disinterested persons" as defined by Rule 16b-3 of the Rules and Regulations of
the Securities and Exchange Commission, as amended ("Rule 16b-3") or by a
Committee consisting solely of not less than three members of the Board who are
"disinterested persons" within the meaning of Rule 16b-3. Members of a
Committee, if established, shall be appointed from time to time by the Board,
shall serve at the pleasure of the Board and may resign at any time upon written
notice to the Board. A majority of the members of the Committee shall constitute
a quorum. The Committee shall act by majority approval of its members, shall
keep minutes of its meetings and shall provide copies of such minutes to the
Board. Action of the Committee may be taken without a meeting if unanimous
written consent thereto is given. Copies of minutes of the Committee's meetings
and of its actions by written consent shall be provided to the Board and kept
with the corporate records of the Company. As used in this Plan, the term
"Committee" will refer either to the Board or to such a Committee, if
established. From and after the date on which the Company first registers a
class of its equity securities under Section 12 of the Exchange Act, no member
of the Committee shall be eligible, or shall have been eligible at any time
within the lesser of one year or the period since the Company first registered a
class of its equity securities under Section 12 of the Exchange Act, to receive
an Incentive Stock Option or a Non-Statutory Stock Option under the Plan.

      In accordance with the provisions of the Plan, the Committee shall select
the Optionees from Eligible Persons; shall determine the number of shares of
Common Stock to be subject to Options granted pursuant to the Plan, the time at
which such Options are granted, the Option exercise price, Option period and the
manner in which each such Option vests or becomes exercisable; and shall fix
such other provisions of such Options as the Committee may deem necessary or
desirable and as consistent with the terms of the Plan. The Committee shall
determine the form or forms of the agreements with Optionees which shall
evidence the particular terms, conditions, rights and duties of the Company and
the Optionees under Options granted pursuant to the Plan. The Committee
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shall have the authority, subject to the provisions of the Plan, to establish,
adopt and revise such rules and regulations relating to the Plan as it may deem
necessary or advisable for the administration of the Plan. With the consent of
the Optionee affected thereby, the Committee may amend or modify the terms of
any outstanding Incentive Stock Option or Non-Statutory Stock Option, to the
extent not previously exercised, and the Committee may authorize the grant of
new Options in substitution therefore to the extent not previously exercised.

      Each determination, interpretation or other action made or taken by the
Committee pursuant to the provisions of the Plan shall be conclusive and binding
for all purposes and on all persons, including, without limitation, the Company
and its Subsidiaries, the shareholders of the Company, the Committee and each of
the members thereof, the directors, officers and employees of the Company and
its Subsidiaries, and the Optionees and their respective successors in interest.
No member of the Committee shall be liable for any action or determination made
in good faith with respect to the Plan or any Option granted under the Plan.

            ARTICLE 4. EFFECTIVE DATE OF THE BOARD COMPENSATION PLAN

a. Effective Date. The Board Compensation Plan is effective as of October 14,
1998, the effective date it was adopted by the Board, and the amendments hereto
are effective as January 1, 2002 based upon approval at the December 14, 2001
Board meeting. Options may be granted under the Plan prior to shareholder
approval if made subject to shareholder approval.

b. Priority of the Board Compensation Plan. The Board Compensation Plan hereby
supersedes and replaces any prior compensation plan applicable to any Board
member in his or her capacity as a Board member.

               ARTICLE 5. AWARDS UNDER THE BOARD COMPENSATION PLAN

      Compensation awards to members of the Company's Board of Directors shall
be as stated on Schedule 1 attached hereto as may be amended and/or supplemented
from time to time. Any Incentive Stock Options or Non-Statutory Stock Options
awarded pursuant to this Board Compensation Plan shall be governed by the terms
of the Company's 1997 Stock Option Plan and any Option agreement issued in
accordance therewith.

                            ARTICLE 6. MISCELLANEOUS

      a. Governing Law. The Board Compensation Plan and all agreements hereunder
shall be construed in accordance with and governed by the laws of the State of
Minnesota without regard to the conflict of laws provisions of any
jurisdictions. All parties agree to submit to the jurisdiction of the state and
federal courts of Minnesota with respect to matters relating to the Plan and
agree not to raise or assert the defense that such forum is not convenient for
such party.
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      b. Gender and Number. Except when otherwise indicated by the context,
reference to the masculine gender in the Plan shall include, when used, the
feminine gender and any term used in the singular shall also include the plural.

      c. Construction. Wherever possible, each provision of this Board
Compensation Plan shall be interpreted in such a manner as to be effective and
valid under applicable law, but if any provision of this Board Compensation Plan
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this
Board Compensation Plan.

      d. Successors and Assigns. This Plan shall be binding upon and inure to
the benefit of the successors and permitted assigns of the Company, including,
without limitation, whether by way of merger, consolidation, operation of law,
assignment, purchase or other acquisition of substantially all of the assets or
business of the Company, and any and all such successors and assigns shall
absolutely and unconditionally assume all of the Company's obligations under the
Board Compensation Plan.

      e. Survival of Provisions. The rights, remedies, agreements, obligations
and covenants contained in or made pursuant to the Board Compensation Plan, any
agreement evidencing an Award and any other notices or agreements in connection
therewith, including, without limitation, any notice of exercise of an Option,
shall survive the execution and delivery of such notices and agreements and the
delivery and receipt of shares of Common Stock and shall remain in full force
and effect.
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                                   SCHEDULE 1

                            Board Compensation Awards

1.    External Board members

      a.    Stock Options:

            i.    At appointment = 15,000 one time grant

                  1.    Exercise price = market price on grant date determined
                        as five business days prior to the Board meeting at
                        which the Director is elected

                  2.    Vesting = 33.3% immediate, 33.3% in one year, and 33.3%
                        in two years

                  3.    Life = 7 year

            ii.   Per meeting or annual basis = 5,000/year served

                  1.    Exercise price = market price on the fifth business day
                        of calendar year following the year of service

                  2.    Vesting = 100% immediate

                  3.    Life = 7 year

      b.    Cash:

            i.    At appointment = $0

            ii.   Per meeting or annual basis = see below

                  1.    $500/month for guidance, telephone calls, etc.

                  2.    $500/meeting for regularly scheduled Board meeting
                        attendance

                  3.    $0 for committee meeting attendance

                  4.    $0 for any special meeting attendance

            iii.  Cash payout for meetings and guidance is quarterly

            iv.   Cash payout may be taken as either

                  1.    100% cash due within 30 days of the close of a quarter

                  2.    50% cash and 50% stock options

                          a.    stock option portion

                              i.   The 50% stock option portion shall be
                                   calculated as follows: 50% of the cash payout
                                   due is multiplied by 2x, and then divided by
                                   the grant price to determine the number of
                                   options where the grant price is determined
                                   as market price on the grant date using the
                                   standard protocol of fifth business day of
                                   the month following the quarter of service.

                              ii.  Vesting = 100% immediate

                              iii. Life = 7 year

                          b.    cash portion - cash due within 30 days of the
                                close of a quarter

                  3.    100% stock options

                          a.    The 100% stock option portion shall be
                                calculated as follows: 100% of the cash payout
                                due is multiplied by 2x, and then divided by the
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                        grant price to determine the number of options where the
                        grant price is determined as the market price on the
                        grant date using the standard protocol of fifth business
                        day of the month following the quarter of service.

                  b.    Vesting = 100% immediate

                  c.    Life = 7 year

            v.    An election as to 100% cash, 50% cash and 50% stock options,
                  or 100% stock options must be made prior to the calendar year
                  in which the awards will be made for time served; and a
                  failure to receive such election results in a default to 100%
                  cash award.

      c.    Perquisites:

            i.    Director's Liability Insurance = Yes (paid by August
                  Technology)

            ii.   Life Insurance - No

            iii.  Other - No

      d.    Expense Reimbursement:

            i.    Reasonable "out of pocket" expenses - yes

            ii.   Travel - yes if necessary

2.    Internal Board members

      a.    Stock Options:

            i.    At appointment = none for directorship

            ii.   Per meeting or annual basis = none for directorship

      b.    Cash:

            i.    At appointment = $0 for directorship

            ii.   Per meeting or annual basis = $0 for directorship

      c.    Perquisites:

            i.    Director's Liability Insurance = Yes (paid by August
                  Technology)

            ii.   Life Insurance - none under directorship

            iii.  Other - none under directorship

      d.    Expense Reimbursement:

            i.    Reasonable "out of pocket" expenses - yes

            ii.   Travel - yes if necessary