Exhibit 10.14

NEITHER
THIS NOTE NOR THE SECURITIES INTO WHICH IT IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS AND THEY
MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO EXCELERATE TECHNOLOGIES, LLC IS SUPPLIED
TO EXCELERATE TECHNOLOGIES, LLC TO THE EFFECT THAT THE PROPOSED OFFER, SALE, ASSIGNMENT OR OTHER TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION.

EXCELERATE
TECHNOLOGIES HOLDINGS, LLC
CONVERTIBLE PROMISSORY NOTE

|$500,000.00 |  | May 3, 2002
|----------- |  | -----------

FOR
VALUE RECEIVED, the undersigned, excelerate technologies Holdings, LLC, a Delaware limited liability company (the "Company"), promises to pay, subject to the terms and conditions
contained herein, to the order of AUGUST TECHNOLOGY CORPORATION with an address at 4900 West 78th Street, Bloomington, Minnesota 55435 (hereinafter referred to as the "Holder"), the
principal sum of Five Hundred Thousand Dollars ($500,000) (hereinafter called the "Principal"), plus interest thereon at the rate set forth below, on the Maturity Date.

The
following is a statement of the rights of the Holder and the conditions to which this Note is subject, to which the Holder hereof, by the acceptance of this Note, agrees:

1.Definitions.As used in this Note, the following terms, unless the context otherwise requires, have the
following meanings:



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2.Terms of Note.



3.Conversion.



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4.Miscellaneous.



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IN
WITNESS WHEREOF, each of the Company and the Holder has caused this Note to be signed in its name as of the date first above written.

| |  | EXCELERATE TECHNOLOGIES HOLDINGS, LLC
| |  | -------------------------------------
| |  | By:                                  

Accepted and agreed to:

AUGUST
TECHNOLOGY CORPORATION

|By: | Name:
Title:            
|--- | ------------------------
|    | Duly authorized hereunto

|Address: | 
|-------- | 
|         | 

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Exhibit A

INVESTMENT TERMS

Rights, Preferences and Privileges of Series A Preferred Shares:

Dividends.The Series A Preferred Shares will accrue an 8% dividend annually, payable upon liquidation or redemption,
and shall also receive all distributions made to holders of Common Shares (on an as-if-converted basis). Distributions will not be made on the Common Shares at any time before
payment in full of the liquidation preference and all accrued and unpaid dividends on the Series A Preferred Shares.

Optional Conversion.Each Series A Preferred Share may be converted at any time, at the holder's option, into Common
Shares based on a rate (the "Series A Conversion Rate") equal to the Delayed Conversion Price divided by the conversion price, which shall initially be the Delayed Conversion Price (the
"Series A Conversion Price"). The Series A Conversion Price shall be subjected to certain anti-dilution adjustments.

Automatic Conversion.The Series A Preferred Shares will automatically convert into Common Shares, at the
Series A Conversion Price, in the event of: 1) an underwritten public offering of shares of the Company or a successor to the Company with an aggregate value of not less than
$20 million (before deduction of underwriter's commissions and expenses) and a minimum offering price of five times the original purchase price per share for the Series A Preferred
Shares (a "Qualified IPO") or 2) in the event that the holders of more than 80% of the outstanding Series A Preferred Shares consent to such conversion.

Liquidation Preference.The Series A Preferred Shares shall rank senior to all other equity securities of the Company
as to liquidation, distributions, redemptions and any other payment with respect to equity securities. In addition, each Series A Preferred Share shall have a liquidation preference equal to
one times the Delayed Conversion Price of the Series A Preferred Shares plus all accrued dividends (the "Liquidation Preference").

A
merger, acquisition, sale of voting control or sale of substantially all of the assets of the Company in which the shareholders of the Company do not own a majority of the outstanding
shares of the surviving entity shall be deemed to be a liquidation.

Weighted Average Anti-Dilution Protection.In the event the Company issues any additional Common Shares,
convertible securities or warrants, or grants any shares in excelerate technologies Incentive Plan, LLC (the "Incentive Plan") (or shares or options in any successor) or issues any other Common Share
equivalents at a purchase price less than the Series A Conversion Price (the "Down Round Price"), then the Series A Conversion Price of all of the Series A Preferred Shares will
be adjusted based upon a weighted average anti-dilution formula in the form of Annex A hereto. The antidilution adjustments will not be triggered by (i) shares or warrants issued to
banks, equipment lessors and similar entities in connection with commercial credit arrangements or equipment financings that have a principal purpose other than equity financing, (ii) shares or
warrants issued pursuant to a joint venture, technology licensing, distribution or other similar transaction that is primarily for a purpose other than raising capital, and (iii) shares issued
in connection with an acquisition of another business or company, provided, however, that the total number of shares issued that are subject to the foregoing exceptions in clauses (i), (ii) and
(iii) shall not exceed 2,000,000 in the aggregate.

The
Series A Conversion Price will also be subject to proportional adjustment for splits, distributions of shares, recapitalizations and the like.

Voting Rights.The Series A Preferred Shares will vote together with the Common Shares and not as a separate class
except as specifically provided herein or as otherwise required by law. Each Series A Preferred Share shall have a number of votes equal to the number of Common Shares then issuable upon
conversion of such Series A Preferred Share.

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Optional Redemption.During the six months preceding the fifth anniversary of the closing, the holders of 70% of the
outstanding Series A Preferred Shares, by written notice to the Company, shall be entitled to cause the Company to redeem all of the outstanding Series A Preferred Shares at a redemption
price equal to the fair market value of the Series A Preferred Shares as determined by appraisal.

Mandatory Redemption.The Series A Preferred Shares shall be redeemable five years after closing at a mandatory
redemption price equal to the Liquidation Preference. In addition, the Company will be required to redeem all of the Series A Preferred Shares upon: 1) a Change of Control, initial
public offering or a sale of significant assets; or 2) the Company's failure to observe any Protective Provision. In the event any of the preceding occurs, holders of Series A Preferred
Shares may require the Company to redeem for cash (or shares in the acquiror in the event of a non-cash merger or acquisition) any or all of the Series A Preferred Shares held by
such holder at price equal to the per share Liquidation Preference at the date of redemption. Change of Control shall mean the acquisition by any person or group of persons, directly or indirectly and
in one transaction or a series of transactions (whether pursuant to share acquisition or exchange, merger, reorganization, recapitalization or similar transaction), of 51% or more of the voting
securities of the Company determined on a fully diluted basis.

Protective Provisions.The consent of the holders of more than 70% of the outstanding Series A Preferred Shares will
be required for any action which: 1) materially or adversely alters or changes the rights, preferences or privileges of the Series A Preferred Shares; 2) increases the authorized
number of shares of Common or Preferred Shares; 3) creates (by reclassification or otherwise) any new class or series of shares having rights, preferences or privileges senior to or on a parity
with the Series A Preferred Shares; 4) results in any merger, other reorganization, sale of control, or any transaction in which all or substantially all of the assets of the Company are
sold; 5) authorizes the payment of any dividend; or 6) repurchases any Series A Preferred Shares (provided that any repurchase required by the terms of the Series A
Preferred Shares shall not require such approval) or Common Shares or other junior securities (other than repurchase of shares in the Incentive Plan or any shares of any successor issued pursuant to
an employee plan approved by the Board, or exercise of any rights of first refusal in favor of the Company or its assignees).

Information and Inspection Rights:

The holders of Series A Preferred Shares shall be entitled to monthly and quarterly unaudited, and annual audited and unaudited, financial statements as
well as inspection rights. The Company will provide these reports on a timely basis but under no circumstances later than 45 calendar days following the close of the period (except that the Company
may deliver the annual audited financial statements within 120 days following the close of the fiscal year).

Registration Rights:

If the Qualifying Preferred Share Financing occurs, the holders of Series A Preferred Shares shall have rights at the Company's expense to:
1) beginning 6 months after the Company's IPO, two long-form demand registrations; 2) five short-form registrations; and 3) unlimited piggyback
registrations, subject to customary underwriters' cutbacks and lock-up provisions.

If
the Delayed Conversion occurs pursuant to Section 3.2 of the Bridge Note, the holders of Series A Preferred Shares shall have the same piggyback registration rights as
are set forth in Section 16 of the Series A Preferred Shares Purchase Warrant issued by the Company in conjunction with the Bridge Note.

Rights of First Refusal:

The holders of Series A Preferred Shares and Baljit Singh shall have the right, in the event the Company proposes to offer equity securities to any person
(other than securities issued pursuant to employee benefit plans or pursuant to acquisitions) to purchase their pro rata portion of such shares.

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The
Company will have a right of first refusal with respect to all transfers of shares in the Company by shareholders other than transfers subject to the Incentive Plan's or any
successor's employee plan. Any shares not purchased by the Company will be offered on the same terms to the holders of the Common Shares assuming all Series A Preferred Shares have been
converted into Common Shares.

Co-Sale Agreement:

All shareholders shall enter into a standard co-sale agreement.

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Annex A

Except for issuances of shares or other equity purchase right specifically permitted by the terms of Exhibit A, if and whenever this Corporation shall
issue or sell any Common Shares for a consideration per share less than the Series A Conversion Price then in effect (other than dividends payable in Common Shares), or shall issue any options,
warrants or other rights for the purchase of such shares (collectively, "Convertible Securities") at a consideration per share of less than the Series A Conversion Price then in effect, then
the Series A Conversion Price in effect immediately prior to such issuance or sale shall be adjusted and shall be equal to (i) the Series A Conversion Price then in effect,
multiplied by (ii) a fraction, the numerator of which shall be an amount equal to the sum of (a) the number of Common Shares and Convertible Securities outstanding immediately prior to
such issuance or sale multiplied by the Series A Conversion Price then in effect, and (b) the total consideration payable to this Corporation upon such issuance or sale of such shares
and such purchase rights and upon the exercise of such purchase rights, and the denominator of which shall be the amount determined by multiplying (aa) the number of Common Shares and Convertible
Securities outstanding immediately after such issuance or sale plus the number of the Common Shares issuable upon the exercise of any purchase rights thus issued, by (bb) the Series A
Conversion Price then in effect. If any options or purchase rights that are taken into account in any such adjustment of the Series A Conversion Price subsequently expire without exercise, the
Series A Conversion Price shall be recomputed by deleting such options or purchase rights. If the Series A Conversion Price is adjusted as the result of the issuance of any options,
warrants or other purchase rights, no further adjustment of the Series A Conversion Price shall be made at the time of the exercise of such options, warrants or other purchase rights.

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AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

|DATE:    |  | October 29, 2002                      |  |                      
|-------- |  | ------------------------------------- |  | ---------------------
|PARTIES: |  | Excelerate Technologies Holdings, LLC |  | ("Excelerate")       
|         |  | August Technology Corporation         |  | ("August Technology")

RECITALS:

NOW,
THEREFORE, RESOLVED, that in consideration of the premises and other good and valuable consideration, August Technology and Excelerate agree as follows:

1.Maturity Date.



IN
WITNESS WHEREOF, the Parties hereto have executed this Amendment to the Convertible Promissory Note as of the day and year first above written.

|Excelerate Technologies Holdings, LLC |                                                               | August Technology Corporation
|------------------------------------- | ------------------------------------------------------------- | -----------------------------
|By:                                   | Name: Baljit Singh
Title: President & Chief Executive Officer |                              

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