KEY TECHNOLOGY INC
PROFIT SHARING AND 401(K) PLAN 2001 AMENDMENT 3
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>7
<FILENAME>dex1017.txt
<DESCRIPTION>PROFIT SHARING AND 401(K) PLAN 2001 AMENDMENT 3
<TEXT>
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                                                                  Exhibit 10.17

                              KEY TECHNOLOGY, INC.
                         PROFIT SHARING AND 401(k) PLAN
                                2001 RESTATEMENT

                                 AMENDMENT NO. 3

     Pursuant to Section 10.2 of the Key Technology, Inc. Profit Sharing and
401(k) Plan, 2001 Restatement (the "Plan"), the sponsoring employer hereby
adopts the following amendment:

          1. Vesting Schedule. Section 5.3.1 of the Plan is amended by adding
     the following paragraph after the second full paragraph and vesting
     schedule:

          "This paragraph shall apply to Participants who complete an Hour of
          Service under the Plan in a Plan Year beginning after December 31,
          2001. In the event that such a Participant's employment terminates for
          any reason other than retirement, death or disability the percentage
          of the Participant's Employer Account which shall be vested and
          nonforfeitable shall be determined according to the following
          schedule:

               Years of Service             Vested Percentage

                  Less than 2                       0%
                       2                           25%
                       3                           50%
                       4                           75%
                       5                          100%

          2. This Amendment shall be effective as of January 1, 2002. Except as
     amended, the Plan shall remain in full force and effect.

                                                     KEY TECHNOLOGY, INC.


                                                     By:  /s/  Thomas C. Madsen
                                                         ----------------------
                                                     Date Signed: 7/3/02

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