EXHIBIT 10.16

                             BUSINESS LOAN AGREEMENT

This Seafirst  Business  Loan  Agreement  ("Agreement")  is made between Bank of
America  NT&SA doing  business as Seafirst  Bank  ("Bank")  and  Semitool,  Inc.
__("Borrower") with respect to the following:

                                     PART A

I.       LINE OF  CREDIT  #59 .  Subject  to the  terms of this  Agreement,
Bank will  make  loans to  Borrower  under a [ X]  revolving  [ ]  non-revolving
line of credit as follows:
         (a)      Total Amount Available:  $ _10,000,000.00__
                                    [  ]  Subject  to  the   provisions  of  any
                           accounts  receivable and/or inventory  borrowing plan
                           required  herein;  it is  expressly  understood  that
                           collateral   ineligible  for  borrowing  purposes  is
                           determined solely by Bank.
                                    [  ]    Subject to (describe):  N/A
         (b) Availability  period:  September 30, 1997 through March, 31, 1999 .
         However,  if loans are made and/or new promissory  notes executed after
         the last  date,  such  advances  will be  subject  to the terms of this
         Agreement until repaid in full unless a written statement signed by the
         Bank and Borrower provides  otherwise,  or a replacement loan agreement
         is executed.  The making of such additional  advances  alone,  however,
         does not  constitute  a  commitment  by the  bank to make  any  further
         advances or extend the availability period.
         (c) Interest Rate:
                           1. Bank's publicly announced  Reference Rate plus -0-
                        percent of the  principal  per annum.  "Reference  Rate"
                        means the rate of interest publicly  announced from time
                        to  time by Bank  in San  Francisco,  California  as its
                        "Reference  Rate".  The  Reference  Rate is set based on
                        various  factors,  including  Bank's  costs and  desired
                        return, general economic conditions,  and other factors,
                        and is used as a reference point for pricing some loans.
                        Bank may price  loans to its  customers  at,  above,  or
                        below the  Reference  Rate.  Any change in the Reference
                        Rate shall take effect at the opening of business on the
                        day specified in the public  announcement of a change in
                        the Reference Rate.
                           2. LIBOR - At the option of  Borrower,  loans  within
                        the approved line of credit may be available, in minimum
                        amounts of $250,000 or more for specific periods of time
                        ranging  from 30 days to 180  days,  at LIBOR + 2.0% per
                        annum.  Any LIBOR borrowings shall be requested at least
                        two  business  days prior to funding.  LIBOR  borrowings
                        shall  be  based  on the  British  Bankers'  Association
                        Interest   Settlement   Rate  (BBAIRS),   page  3750  on
                        Telerate. The LIBOR rate shall be adjusted for reserves,
                        deposit insurance,  assessments and/or taxes.  Borrowing
                        periods  for the LIBOR rate option may be for 30, 60, 90
                        or 180 days.  Under the LIBOR rate  option,  any advance
                        which is prepaid  prior to maturity  may be subject to a
                        prepayment   penalty  as   described   in  Exhibit  1  -
                        Prepayment Fees.
         (d) Interest  Rate Basis.  All interest  will be  calculated at the per
         annum  interest  rate based on 360-day  year and  applied to the actual
         number of days elapsed.  
         (e) Repayment:  At the times and in amounts as
         set forth in note(s) required under Part B Article 1 of this Agreement.
         (f) Loan Fee: $ N/A payable on N/A . 
         (g) Fee on  Unutilized  Portion of
         Line:  On December 31, 1997 , and every  quarter  thereafter,  Borrower
         shall pay a fee based upon the average daily unused portion of the line
         of credit. This fee will be calculated as follows: 1/4% of 1% per annum
         (h) Other Fee(s) (identify): N/A 
         (i) Collateral. This revolving line of
         credit  shall be  secured  by a  security  interest,  which  is  hereby
         granted,  in  favor  of Bank on the  following  collateral:  N/A  Also,
         collateral securing other loans with Bank may secure this loan.

II.      LINE OF  CREDIT  #323 .  Subject  to the terms of this  Agreement,
Bank will  make  loans to  Borrower  under a [ X]  revolving  [ ]  non-revolving
line of credit as follows:
         (a)      Total Amount Available:  $ _15,000,000.00__
                                    [  ]  Subject  to  the   provisions  of  any
                           accounts  receivable and/or inventory  borrowing plan
                           required  herein;  it is  expressly  understood  that
                           collateral   ineligible  for  borrowing  purposes  is
                           determined solely by Bank.
                                    [  ]    Subject to (describe): N/A
         (b) Availability  period:  September 30, 1997 through March, 31, 1999 .
         However,  if loans are made and/or new promissory  notes executed after
         the last  date,  such  advances  will be  subject  to the terms of this
         Agreement until repaid in full unless a written statement signed by the
         Bank and Borrower provides  otherwise,  or a replacement loan agreement
         is executed.  The making of such additional  advances  alone,  however,
         does not  constitute  a  commitment  by the  bank to make  any  further
         advances or extend the availability period. 
         (c) Interest Rate:
                           1. Bank's publicly announced  Reference Rate plus -0-
                        percent of the  principal  per annum.  "Reference  Rate"
                        means the rate of interest publicly  announced from time
                        to  time by Bank  in San  Francisco,  California  as its
                        "Reference  Rate".  The  Reference  Rate is set based on
                        various  factors,  including  Bank's  costs and  desired
                        return, general economic conditions,  and other factors,
                        and is used as a reference point for pricing some loans.
                        Bank may price  loans to its  customers  at,  above,  or
                        below the  Reference  Rate.  Any change in the Reference
                        Rate shall take effect at the opening of business on the
                        day specified in the public  announcement of a change in
                        the Reference Rate.
                           2. LIBOR - At the option of  Borrower,  loans  within
                        the approved line of credit may be available, in minimum
                        amounts of $250,000 or more for specific periods of time
                        ranging  from 30 days to 180  days,  at LIBOR + 2.0% per
                        annum.  Any LIBOR borrowings shall be requested at least
                        two  business  days prior to funding.  LIBOR  borrowings
                        shall  be  based  on the  British  Bankers'  Association
                        Interest   Settlement   Rate  (BBAIRS),   page  3750  on
                        Telerate. The LIBOR rate shall be adjusted for reserves,
                        deposit insurance,  assessments and/or taxes.  Borrowing
                        periods  for the LIBOR rate option may be for 30, 60, 90
                        or 180 days.  Under the LIBOR rate  option,  any advance
                        which is prepaid  prior to maturity  may be subject to a
                        prepayment   penalty  as   described   in  Exhibit  1  -
                        Prepayment Fees.
         (d) Interest  Rate Basis.  All interest  will be  calculated at the per
         annum  interest  rate based on 360-day  year and  applied to the actual
         number of days elapsed.  
         (e) Repayment:  At the times and in amounts as
         set forth in note(s) required under Part B Article 1 of this Agreement.
         (f)      Loan Fee:  $ N/A payable on N/A .
         (g) Fee on Unutilized Portion of Line: On December 31, 1997 , and every
         quarter  thereafter,  Borrower  shall pay a fee based upon the  average
         daily unused portion of the line of credit. This fee will be calculated
         as follows:  1/8% of 1% per annum 
         (h) Other Fee(s) (identify):  N/A
         (i) Collateral. This revolving line of credit  shall  be  secured  by a
         security  interest,  which is hereby  granted,  in favor of Bank on the
         following collateral: N/A
         Also, collateral securing other loans with Bank may secure this loan.


<PAGE>



                    Bank of America NT & SA dba Seafirst Bank

                             BUSINESS LOAN AGREEMENT

                                     PART B

1.       Promissory Note(s). All loans shall be evidenced by promissory notes in
         a form and substance satisfactory to Bank.

2.       Conditions  to  Availability  of  Loan/Line  of Credit.  Before Bank is
         obligated to disburse/make any advance, or at any time thereafter which
         Bank deems  necessary  and  appropriate,  Bank must  receive all of the
         following,  each of which must be in form and substance satisfactory to
         Bank ("loan documents"):

         2.1      Original, executed promissory note(s);
         2.2 Original  executed  security  agreement(s)  and/or deed(s) of trust
         covering  the  collateral  described  in  Part A;  2.3  All  collateral
         described in Part A in which Bank wishes to have a possessory  security
         interest;  2.4 Financing  statement(s)  executed by Borrower;  2.5 Such
         evidence that Bank may deem appropriate that the security interests and
         liens in favor of Bank are valid, enforceable,  and prior to the rights
         and interests of others  except those  consented to in writing by Bank;
         +2.6  The  following  guaranty(ies)  in  favor  of the  Bank:  N/A +2.7
         Subordination  agreement(s)  in  favor  of Bank  executed  by:  N/A 2.8
         Evidence that the execution,  delivery,  and performance by Borrower of
         this Agreement and the execution, delivery, and performance by Borrower
         and any corporate guarantor or corporate  subordinating creditor of any
         instrument or agreement required under this Agreement,  as appropriate,
         have been duly  authorized;  2.9 Any other  document which is deemed by
         the  Bank to be  required  from  time to time to  evidence  loans or to
         effect the provisions of this  Agreement;  2.10 If requested by Bank, a
         written legal opinion  expressed to Bank, of counsel for Borrower as to
         the matters set forth in sections  3.1 and 3.2, and to the best of such
         counsel's  knowledge after  reasonable  investigation,  the matters set
         forth in sections 3.3, 3.5, 3.6, 3.7, 3.8 and such other matters as the
         Bank  may  reasonably  request;  2.11  Pay or  reimburse  Bank  for any
         out-of-pocket  expenses  expended in making or administering  the loans
         made hereunder including without limitation  attorney's fees (including
         allocated costs of in-house counsel); +2.12 Other (describe): N/A

3.       Representations  and  Warranties.  Borrower  represents and warrants to
         Bank,  except as Borrower has  disclosed to Bank in writing,  as of the
         date of this  Agreement and  hereafter so long as credit  granted under
         this  Agreement  is available  and until full and final  payment of all
         sums outstanding under this Agreement and promissory notes that:

         +3.1     Borrower is duly organized and existing under the laws of the
                  state of its organization as a:
                  General                           Limited
                           _X  Corporation  ___ Partnership   ___ Partnership

                           __ Sole Proprietorship
                           dba  LLC with duration of
                           Borrower is properly licensed and in good standing in
                  each state in which  Borrower is doing  business  and Borrower
                  has qualified under,  and complied with,  where required,  the
                  fictitious  or  trade  name  statutes  of each  state in which
                  Borrower is doing  business,  and  Borrower  has  obtained all
                  necessary  government  approvals for its business  activities;
                  the execution, delivery, and performance of this Agreement and
                  such notes and other  instruments  required  herein are within
                  Borrower's  powers,  have been  duly  authorized,  and,  as to
                  Borrower and any guarantor, are not in conflict with the terms
                  of  any  charter,  bylaw,  or  other  organization  papers  of
                  Borrower,  and  this  Agreement,   such  notes  and  the  loan
                  documents are valid and enforceable according to their terms;
         3.2 The execution,  delivery,  and performance of this  Agreement,  the
         loan documents and any other  instruments  are not in conflict with any
         law or any  indenture,  agreement or undertaking to which Borrower is a
         party or by which Borrower is bound or affected; 3.3 Borrower has title
         to each of the  properties  and assets as  reflected  in its  financial
         statements  (except  such  assets  which  have been  sold or  otherwise
         disposed  of in the  ordinary  course  of  business),  and no assets or
         revenues of the  Borrower are subject to any lien except as required or
         permitted by this Agreement,  disclosed in its financial  statements or
         otherwise  previously  disclosed to Bank in writing;  3.4 All financial
         information,  statements  as to  ownership  of  Borrower  and all other
         statements  submitted by Borrower to Bank, whether previously or in the
         future,  are and will be true and correct in all material respects upon
         submission and are and will be complete upon submission  insofar as may
         be necessary to give Bank a true and accurate  knowledge of the subject
         matter  thereof;  3.5 Borrower has filed all tax returns and reports as
         required  by law to be filed  and has paid all  taxes  and  assessments
         applicable to Borrower or to its properties which are presently due and
         payable,  except those being contested in good faith;  3.6 There are no
         proceedings,  litigation or claims  (including  unpaid  taxes)  against
         Borrower  pending or, to the  knowledge  of the  Borrower,  threatened,
         before any court or government  agency, and no other event has occurred
         which  may have a  material  adverse  effect  on  Borrower's  financial
         condition;  3.7 There is no event  which is, or with notice or lapse of
         time, or both,  would be, an Event of Default (as defined in Section 7)
         under this  Agreement;  3.8 Borrower  has  exercised  due  diligence in
         inspecting  Borrower's  properties  for hazardous  wastes and hazardous
         substances.  Except as otherwise  previously disclosed and acknowledged
         to Bank in writing:
                           (a)  during  the period of  Borrower's  ownership  of
                  Borrower's  properties,  there  has  been no use,  generation,
                  manufacture,   storage,   treatment,   disposal,   release  or
                  threatened   release  of  any  hazardous  waste  or  hazardous
                  substance  by  any  person  in,  on,  under  or  about  any of
                  Borrower's   properties;   (b)   Borrower  has  no  actual  or
                  constructive   knowledge   that   there   has  been  any  use,
                  generation, manufacture, storage, treatment, disposal, release
                  or  threatened  release of any  hazardous  waste or  hazardous
                  substance  by  any  person  in,  on,  under  or  about  any of
                  Borrower's properties by any prior owner or occupant of any of
                  Borrower's  properties;  and (c)  Borrower  has no  actual  or
                  constructive notice of any actual or threatened  litigation or
                  claims of any kind by any person relating to such matters. The
                  terms   "hazardous    waste(s),"   hazardous    substance(s),"
                  "disposal,"  "release,"  and  "threatened  release" as used in
                  this  Agreement  shall have the same  meanings as set forth in
                  the Comprehensive  Environmental Response,  Compensation,  and
                  Liability Act of 1980, as amended, 42 U.S.C.  Section 9601, et
                  seq.,  the Superfund  Amendments  and  Reauthorization  Act of
                  1986, as amended,  Pub. L. No. 99-499, the Hazardous Materials
                  Transportation  Act, as amended,  49 U.S. C. Section  1801, et
                  seq., the Resource  Conservation and Recovery Act, as amended,
                  49 U.S.C.  Section 6901, et seq., or other applicable state or
                  federal laws, rules or regulations  adopted pursuant to any of
                  the foregoing.  +3.9 Each chief place of business of Borrower,
                  and the office or offices  where  Borrower  keeps its  records
                  concerning  any of the  collateral,  is  located  at: 655 West
                  Reserve Drive, Kalispell, MT 59901

4.       Affirmative  Covenants.  So long as credit granted under this Agreement
         is available and until full and final  payment of all sums  outstanding
         under this Agreement and promissory note(s) Borrower will:

         +4.1 Use the proceeds of the loans  covered by this  Agreement  only in
         connection with Borrower's  business activities and exclusively for the
         following purposes:  To finance normal short-term cash operating needs.
         +4.2 Maintain  current  assets in an amount at least equal to N/A times
         current liabilities, and not less than $ N/A in excess thereof. Current
         assets and current  liabilities  shall be determined in accordance with
         generally accepted  accounting  principles and practices,  consistently
         applied;  +4.3  Maintain a tangible  net worth of at least  $70,000,000
         plus 50% of net income  (excluding  losses)  and not permit  Borrower's
         total indebtedness  which is not subordinated in a manner  satisfactory
         to Bank to exceed __1.0_times  Borrower's tangible net worth. "Tangible
         net worth"  means the excess of total  assets  over total  liabilities,
         excluding,  however,  from the  determination  of total  assets (a) all
         assets  which  should  be  classified  as  intangible  assets  such  as
         goodwill,  patents,  trademarks,  copyrights,  franchises, and deferred
         charges   (including   unamortized   debt  discount  and  research  and
         development  costs),  (b) treasury stock, (c) cash held in a sinking or
         other similar fund  established  for the purpose of redemption or other
         retirement  of capital  stock,  (d) to the extent not already  deducted
         from total assets, reserves for depreciation,  depletion,  obsolescence
         or amortization of properties and other reserves or  appropriations  of
         retained   earnings  which  have  been  or  should  be  established  in
         connection with the business conducted by the relevant corporation, and
         (e)  any  revaluation  or  other  write-up  in  book  value  of  assets
         subsequent  to the fiscal  year of such  corporation  last ended at the
         date of this Agreement; +4.4 Upon request Borrower agrees to insure and
         to  furnish  Bank  with  evidence  of  insurance  covering  the life of
         Borrower  (if an  individual)  or the lives of  designated  partners or
         officers of Borrower (if a partnership or  corporation)  in the amounts
         stated  below.  Borrower  shall  take such  actions  as are  reasonably
         requested by Bank, such as assigning the insurance  policies to Bank or
         naming Bank as beneficiary  and obtaining the insurer's  acknowledgment
         thereof,  to provide that in the event of the death of any of the named
         insureds the policy  proceeds  will be applied to payment of Borrower's
         obligations owing to Bank;

                           Name:  ______N/A__________Amount:  $ _____N/A____

                           Name:  ______N/A__________Amount:  $ _____N/A____

         +4.5 Promptly give written  notice to Bank of: (a) all  litigation  and
         claims  made or  threatened  affecting  Borrower  where  the  amount is
         $250,000 or more; (b) any  substantial  dispute which may exist between
         Borrower  and  any  governmental  regulatory  body  or law  enforcement
         authority;  (c) any Event of Default under this  Agreement or any other
         agreement  with Bank or any other creditor or any event which become an
         Event of Default;  and (d) any other matter which has resulted or might
         result in a material adverse change in Borrower's  financial  condition
         or  operations;  +4.6 Borrower  shall as soon as available,  but in any
         event within 90 days following the end of each Borrower's  fiscal years
         and within 45 days  following the end of each quarter  provide to Bank,
         in a  form  satisfactory  to  Bank  (including  audited  statements  if
         required  at any time by Bank),  such  financial  statements  and other
         information  respecting  the  financial  condition  and  operations  of
         Borrower as Bank may reasonably request;  4.7 Borrower will maintain in
         effect insurance with responsible  insurance  companies in such amounts
         and against such risks as is customarily  maintained by persons engaged
         in  businesses  similar to that of Borrower and all  policies  covering
         property  given as  security  for the loans  shall  have  loss  payable
         clauses  in favor of Bank.  Borrower  agrees  to  deliver  to Bank such
         evidence of insurance as Bank may reasonably require and, within thirty
         (30) days after notice from Bank, to obtain such  additional  insurance
         with an insurer  satisfactory  to the Bank;  4.8 Borrower  will pay all
         indebtedness  taxes and other  obligations  for which the  Borrower  is
         liable or to which its income or property is subject  before they shall
         become delinquent,  except any which is being contested by the Borrower
         in good faith;  4.9 Borrower  will  continue to conduct its business as
         presently  constituted,  and will  maintain  and  preserve  all rights,
         privileges and franchises now enjoyed,  conduct Borrower's  business in
         an  orderly,   efficient  and  customary  manner,  keep  all  Borrowers
         properties in good working order and  condition,  and from time to time
         make  all  needed  repairs,   renewals  or  replacements  so  that  the
         efficiency  of  Borrower's  properties  shall be fully  maintained  and
         preserved;  4.10 Borrower will maintain  adequate  books,  accounts and
         records and prepare all  financial  statements  required  hereunder  in
         accordance with generally accepted accounting  principles and practices
         consistently  applied,  and in compliance  with the  regulations of any
         governmental  regulatory  body  having  jurisdiction  over  Borrower or
         Borrower's business;  4.11 Borrower will permit representatives of Bank
         to examine and make copies of the books and records of Borrower  and to
         examine the  collateral  of the  Borrower  at  reasonable  times;  4.12
         Borrower  will  perform,  on  request  of  Bank,  such  acts  as may be
         necessary  or  advisable  to  perfect  any  lien or  security  interest
         provided  for  herein  or  otherwise  carry  out  the  intent  of  this
         Agreement; 4.13 Borrower will comply with all applicable federal, state
         and municipal laws,  ordinances,  rules and regulations relating to its
         properties,  charters, businesses and operations,  including compliance
         with all  minimum  funding  and other  requirements  related  to any of
         Borrower's   employee   benefit   plans;   4.14  Borrower  will  permit
         representatives of Bank to enter onto Borrower's  properties to inspect
         and test  Borrower's  properties as Bank, in its sole  discretion,  may
         deem appropriate to determine Borrower's compliance with section 5.8 of
         this Agreement;  provided however,  that any such inspections and tests
         shall be for Bank's sole  benefit and shall not be  construed to create
         any  responsibility  or liability on the part of Bank to Borrower or to
         any third party.

5.       Negative  Covenants.  So long as credit granted under this Agreement is
         available and until full and final payment of all sums outstanding  
         under this Agreement and promissory note(s):

         +5.1 Borrower will not, during any fiscal year,  expend or incur in the
         aggregate more than $_N/A for fixed assets, nor more than $ N/A for any
         single  fixed asset  whether or not  payable  that fiscal year or later
         under any purchase  agreement or lease;  5.2 Borrower will not, without
         the prior written consent of Bank, purchase or lease under an agreement
         for  acquisition,  incur any other  indebtedness  for  borrowed  money,
         mortgage,  assign, or otherwise  encumber any of Borrower's assets, nor
         sell,  transfer or otherwise  hypothecate any such assets except in the
         ordinary  course of business.  Borrower  shall not  guaranty,  endorse,
         co-sign,  or otherwise  become liable upon the  obligations  of others,
         except by the  endorsement  of  negotiable  instruments  for deposit or
         collection  in the ordinary  course of  business.  For purposes of this
         paragraph,  the  sale or  assignment  of  accounts  receivable,  or the
         granting of a security interest therein,  shall be deemed the incurring
         of  indebtedness  for  borrowed  money;  +5.3 The  total  of  salaries,
         withdrawals,  or other forms of  compensation,  whether paid in cash or
         otherwise,  by Borrower shall not exceed the following  amounts for the
         persons indicated, nor will amounts in excess of such limits be paid to
         any other person:

                  Name:  ____________N/A_________________________
                  Monthly/Yearly Amount: $ _____N/A_________________

                  Name:  ____________N/A_________________________
                  Monthly/Yearly Amount: $ _____N/A_________________

         5.4 Borrower will not,  without Bank's prior written  consent,  declare
         any  dividends  on shares  of its  capital  stock,  or apply any of its
         assets to the purchase,  redemption or other retirement of such shares,
         or otherwise amend its capital  structure;  +5.5 Borrower will not make
         any loan or advance to any  person(s) or purchase or otherwise  acquire
         the capital stock,  assets or  obligations  of, or any interest in, any
         person, except:
                  (a)      commercial bank time deposits maturing within one
                           year,
                  (b)      marketable  general  obligations of the United States
                           or  a  State,   or   marketable   obligations   fully
                           guarantied by the United States,
                  (c)      short-term  commercial  paper with the highest rating
                           of a generally recognized rating service,
                  (d)      other investments  related to the Borrower's business
                           which,  together  with  such  other  investments  now
                           outstanding,  do not in the aggregate  exceed the sum
                           of $ N/A at any time;
         5.6  Borrower  will  not  liquidate  or  dissolve  or  enter  into  any
         consolidation,   merger,  pool,  joint  venture,   syndicate  or  other
         combination,  or sell, lease, or dispose of Borrower's  business assets
         as a whole or such as in the opinion of Bank  constitute a  substantial
         portion of Borrower's  business or assets; 5.7 Borrower will not engage
         in any business activities or operations  substantially  different from
         or unrelated to present  business  activities  or  operations;  and 5.8
         Borrower, and Borrower's tenants, contractors,  agents or other parties
         authorized to use any of Borrower's properties, will not use, generate,
         manufacture,  store,  treat,  dispose  of,  or  release  any  hazardous
         substance or hazardous  waste in, on, under or about any of  Borrower's
         properties,  except  as  previously  disclosed  to Bank in  writing  as
         provided in section  3.8; and any such  activity  shall be conducted in
         compliance  with  all  applicable   federal,   state  and  local  laws,
         regulations  and  ordinances,   including   without   limitation  those
         described in section 3.8.

6.       Waiver, Release and Indemnification. Borrower hereby:
         (a)  releases  and waives  any claims  against  Bank for  indemnity  or
         contribution in the event Borrower  becomes liable for cleanup or other
         costs  under  any of the  applicable  federal,  state  or  local  laws,
         regulations or ordinances, including without limitation those described
         in section 3.8, and (b) agrees to indemnify and hold Bank harmless from
         and against any and all claims, losses, liabilities, damages, penalties
         and expenses  which Bank may directly or  indirectly  sustain or suffer
         resulting  from a breach of (i) any of Borrower's  representations  and
         warranties  with respect to hazardous  wastes and hazardous  substances
         contained in section 3.8, or (ii) section 5.8. The  provisions  of this
         section  6 shall  survive  the  full  and  final  payment  of all  sums
         outstanding  under this Agreement and promissory notes and shall not be
         affected by Bank's acquisition of any interest in any of the Borrower's
         properties, whether by foreclosure or otherwise.

7.       Events  of  Default.  The  occurrence  of any of the  following  events
         ("Events of Default")  shall  terminate any and all  obligations on the
         part of Bank to make or continue the loan and/or line of credit and, at
         the  option of Bank,  shall  make all sums of  interest  and  principal
         outstanding  under the loan and/or line of credit  immediately  due and
         payable, without notice of default,  presentment or demand for payment,
         protest  or notice of non  payment  or  dishonor,  or other  notices or
         demands of any kind or character,  all of which are waived by Borrower,
         and  Bank  may  proceed  with   collection  of  such   obligations  and
         enforcement and realization  upon all security which it may hold and to
         the enforcement of all rights hereunder or at law:

         7.1      The Borrower shall fail to pay when due any amount payable by 
         it hereunder on any loans or notes executed in connection herewith;
         7.2  Borrower  shall fail to comply  with the  provisions  of any other
         covenant,  obligation or term of this Agreement for a period of fifteen
         (15) days after the earlier of written  notice  thereof shall have been
         given  to the  Borrower  by  Bank  or  Borrower  or any  Guarantor  has
         knowledge  of an Event of  Default or an event that can become an Event
         of  Default;  7.3  Borrower  shall  fail  to pay  when  due  any  other
         obligation  for borrowed  money,  or to perform any term or covenant on
         its  part  to  be  performed  under  any  agreement  relating  to  such
         obligation  or any such  other  debt  shall be  declared  to be due and
         payable and such failure  shall  continue  after the  applicable  grace
         period;  7.4 Any  representation  or warranty  made by Borrower in this
         Agreement  or in any other  statement  to Bank shall prove to have been
         false or  misleading  in any material  respect when made;  7.5 Borrower
         makes an assignment  for the benefit of creditors,  files a petition in
         bankruptcy,  is  adjudicated  insolvent or  bankrupt,  petitions to any
         court for a receiver or trustee for Borrower or any substantial part of
         its property,  commences any  proceeding  relating to the  arrangement,
         readjustment,  reorganization  or  liquidation  under any bankruptcy or
         similar  laws,  or if  there is  commenced  against  Borrower  any such
         proceedings  which remain  undismissed for a period of thirty (30) days
         or, if Borrower by any act indicates its consent or acquiescence in any
         such  proceeding  or the  appointment  of any such trustee or receiver;
         +7.6 Any judgment  attaches  against  Borrower or any of its properties
         for an amount in excess of $100,000 which remains  unpaid,  unstayed on
         appeal,  unbonded, or undismissed for a period of thirty (30) days; 7.7
         Loss of any  required  government  approvals,  and/or any  governmental
         regulatory  authority takes or institutes  action which, in the opinion
         of Bank,  will adversely  affect  Borrower's  condition,  operations or
         ability to repay the loan and/or line of credit; 7.8 Failure of Bank to
         have a  legal,  valid  and  binding  first  lien  on,  or a  valid  and
         enforceable prior perfected  security interest in, any property covered
         by any  deed  of  trust  or  security  agreement  required  under  this
         Agreement;  7.9 Borrower dies, becomes incompetent,  or ceases to exist
         as a going concern; 7.10 Occurrence of an extraordinary situation which
         gives Bank reasonable grounds to believe that Borrower may not, or will
         be unable to, perform its obligations under this or any other agreement
         between Bank and Borrower;  or 7.11 Any of the  preceding  events occur
         with respect to any guarantor of credit under this  Agreement,  or such
         guarantor dies or becomes  incompetent,  unless the obligations arising
         under the guaranty  and related  agreements  have been  unconditionally
         assumed by the guarantor's estate in a manner satisfactory to Bank.

8.       Successors; Waivers.  Notwithstanding the Events of Default above, this
         Agreement  shall be binding  upon and inure to the  benefit of Borrower
         and Bank, their respective successors and assigns, except that Borrower
         may not assign its rights  hereunder.  No consent or waiver  under this
         Agreement  shall be effective  unless in writing and signed by the Bank
         and  shall not waive or affect  any  other  default,  whether  prior or
         subsequent thereto, and whether of the same or different type. No delay
         or  omission  on the part of the Bank in  exercising  any  right  shall
         operate as a waiver of such right or any other right.

9.       Arbitration.

         9.1 At the request of either Bank or Borrower any  controversy or claim
         between  the  Bank  and  Borrower,  arising  from or  relating  to this
         Agreement  or any  Loan  Document  executed  in  connection  with  this
         Agreement  or  arising  from  any  alleged  tort  shall be  settled  by
         arbitration in King County  Washington.  The United States  Arbitration
         Act  will  apply  to  the   arbitration   proceedings   which  will  be
         administered  by  the  American   Arbitration   Association  under  its
         commercial  rules of  arbitration  except that unless the amount of the
         claim(s) being  arbitrated  exceeds  $5,000,000 there shall be only one
         arbitrator.  Any controversy  over whether an issue is arbitrable shall
         be determined by the arbitrator(s). Judgment upon the arbitration award
         may be entered in any court having  jurisdiction.  The  institution and
         maintenance  of  any  action  for  judicial  relief  or  pursuit  of  a
         provisional  or ancillary  remedy shall not  constitute a waiver of the
         right of either party,  including plaintiff,  to submit the controversy
         or  claim  to  arbitration  if  such  action  for  judicial  relief  is
         contested.
                  For purposes of the  application of the statute of limitations
         the filing of an  arbitration  as provided  herein is the equivalent of
         filing a  lawsuit  and the  arbitrator(s)  will have the  authority  to
         decide  whether  any claim or  controversy  is barred by the statute of
         limitations,  and if so, to dismiss the arbitration on that basis.  The
         parties  consent to the joinder in the  arbitration  proceedings of any
         guarantor,  hypothecator  or other party having an interest  related to
         the claim or controversy  being  arbitrated.  9.2  Notwithstanding  the
         provisions of Section 9.1, no  controversy  or claim shall be submitted
         to arbitration without the consent of all parties if at the time of the
         proposed  submission,  such controversy or claim arises from or relates
         to an  obligation  secured by real  property;  9.3 No provision of this
         Section 9 shall limit the right of the Borrower or the Bank to exercise
         self-help  remedies  such  as  setoff,   foreclosure  or  sale  of  any
         collateral,  or obtaining any ancillary provisional or interim remedies
         from a court of  competent  jurisdiction  before,  after or during  the
         pendency of any arbitration proceeding. The exercise of any such remedy
         does not waive the right of either  party to  request  arbitration.  At
         Bank's option  foreclosure  under any deed of trust may be accomplished
         by  exercise  of the power of sale under the deed of trust or  judicial
         foreclosure as a mortgage.

10.      Collection  Activities,  Lawsuits and Governing Law. Borrower agrees to
         pay Bank all costs and expenses (including  reasonable  attorney's fees
         and the allocated cost for in-house  legal services  incurred by Bank),
         to enforce this Agreement,  any notes or any Loan Documents pursuant to
         this  Agreement,  whether  or  not  suit  is  instituted.  If  suit  is
         instituted by Bank to enforce this Agreement or any of these documents,
         Borrower  consents to the  personal  jurisdiction  of the Courts of the
         State  of  Washington  and  Federal  Courts  located  in the  State  of
         Washington.  Borrower further consents to the venue of this suit, being
         laid in King  County,  Washington.  This  Agreement  and any  notes and
         security  agreements  entered into pursuant to this Agreement  shall be
         construed in accordance with the laws of the State of Washington.

+11.     Additional Provisions. Borrower agrees to the additional provisions set
         forth immediately  following this Section 11 or on any  "Exhibit__N/A_"
         attached to and hereby  incorporated  into  Agreement.  This  Agreement
         supersedes  all  oral  negotiations  or  agreements  between  Bank  and
         Borrower with respect to the subject matter hereof and  constitutes the
         entire  understanding  and  Agreement  of the matters set forth in this
         Agreement.

         11.1 If any  provision  of this  Agreement  is  held to be  invalid  or
         unenforceable,  then (a) such  provision  shall be deemed  modified  if
         possible, or if not possible,  such provision shall be deemed stricken,
         and (b) all other  provisions  shall  remain in full force and  effect.
         11.2 If the imposition of or any change in any law, rule, or regulation
         guideline or the  interpretation  or  application of any thereof by any
         court  of  administrative  or  governmental  authority  (including  any
         request or policy  whether or not having the force of law) shall impose
         or modify any taxes  (except  U.S.  federal,  state or local  income or
         franchise  taxes  imposed  on  Bank),  reserve  requirements,   capital
         adequacy  requirements or other  obligations  which would: (a) increase
         the cost to Bank for extending or maintaining  any loans and/or line of
         credit to which this Agreement relates,  (b) reduce the amounts payable
         to Bank under this Agreement,  such notes and other instruments,  or(c)
         reduce the rate of return on Bank's  capital as a consequence of Bank's
         obligations  with  respect to any loan  and/or  line of credit to which
         this  Agreement  relates,   then  Borrower  agrees  to  pay  Bank  such
         additional  amounts as will compensate  Bank therefor,  within five (5)
         days after Bank's written  demand for such payment,  which demand shall
         be accompanied  by an  explanation  of such  imposition or charge and a
         calculation in reasonable  detail of the additional  amounts payable by
         Borrower,  which  explanation  and  calculations  shall be  conclusive,
         absent manifest error.  11.3 Bank may sell  participations in or assign
         this loan in whole or in part  without  notice to Borrower and Bank may
         provide  information  regarding the Borrower and this  Agreement to any
         prospective  participant or assignee. If a participation is sold or the
         loan is assigned the  purchaser  will have the right of set off against
         the Borrower and may enforce its interest in the Loan  irrespective  of
         any claims or defenses the Borrower may have against the Bank. 11.4 Not
         permit  Borrower's  debt  coverage  ratio to fall below 1.50  (measured
         quarterly based upon the immediately  preceding four quarters financial
         results), and computed as follows:

                  Debt            Net Income + Depreciation + Amortization -
                  Coverage =      Maint. CAPEX ($3,000,000) - Dividends
                                  ------------------------------------------
                  Ratio           Current Portion Long-Term Debt

         11.5     So long as any amounts or obligations of any type are owing by
         Borrower to Bank, or Bank is committed to lend to Borrower:
          a)       Borrower shall not, without the prior written consent
                   of  Bank,  create  or  permit  to  exist  any lien or
                   encumbrance upon, or transfer any interest in, any of
                   its  accounts  receivable  or  inventory,  other than
                   sales  of  inventory   in  the  ordinary   course  of
                   business.
          b)       Borrower to provide Loan Agreement Compliance Certificates on
                   a quarterly basis; and
          c)       If at any time the principal amount outstanding under
                   Borrower's revolving line of credit from Bank exceeds
                   the sum of (I) 50% of Borrower's  accounts receivable
                   plus  (ii) 25% of the  value  (based  on the lower of
                   cost or market) of Borrower's  inventory,  then, upon
                   request  by  Bank,  Borrower  shall  grant  to Bank a
                   security  interest in all of its accounts  receivable
                   and inventory to secure all  obligations  of Borrower
                   under the  revolving  line of credit,  pursuant  to a
                   security   agreement   and   UCC   filings   in  form
                   satisfactory to Bank.

12.      Notices.  Any notices shall be given in writing to the opposite party's
         signature below or as that party may otherwise specify in writing.

13.      ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO
         FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER 
         WASHINGTON LAW.

This Business Loan Agreement (Parts A and B) executed by the parties on 
____September  30,_____________19_97__.  Borrower  acknowledges  having read al
of the provisions of this Agreement and Borrower agrees to its terms.


SEAFIRST BANK           Spokane & Eastern
                        ------------------------
                                 (Branch/Office)
By:                     /s/Joe Poole
                        ------------------------
Title:                  Vice President

Address:                P.O. Box 1446

City, State, Zip        Spokane, WA  99210

Phone:                  (509) 353-1475

Fax:                    (509) 353-1492

                        Semitool, Inc.
                        ------------------------
                        (Borrower Name)

By:                     /s/Raymon F. Thompson
                        ------------------------
                        Raymon F. Thompson

Title:                  President

Address:                655 West Reserve Drive

City, State, Zip:       Kalispell, MT  59901

Phone:                  (406) 752-2107

Fax:                    (406) 752-5522