EXHIBIT 99.2

                    MODIFICATION AND/OR EXTENSION AGREEMENT

Date:         February 7, 2001                                      JEP-AG

Borrower(s):  PACIFIC AEROSPACE & ELECTRONICS, INC.

Lender:       KEYBANK NATIONAL ASSOCIATION

Note:         Dated September 22, 1998, in the principal amount of
              $6,300,000.00, including any and all amendments thereto.

Loan #:       31-357577-3000009903

     FOR VALUE RECEIVED, Borrower and Lender hereby agree to modify the above
referenced Loan and Promissory Note and/or Loan Agreement as follows:

1.   MODIFICATION AND/OR EXTENSION PROVISIONS

          .    The maturity date of the Loan is hereby extended to March 5,
               2001.

2.   CONDITIONS.  The modifications and/or extension described above are subject
to and conditioned upon Borrower's full satisfaction of all of the following
conditions on or before the date first stated above, time being of the essence.

     A.   There shall be no uncured event of default under the Loan, nor any
          event or condition which with notice or the passage of time would be
          an event of default thereunder.

     B.   Borrower shall deliver to Lender a fully executed original of this
          Modification and/or Extension Agreement

     C.   All expenses incurred by Lender in connection with this Agreement
          (including without limitation, attorney fees, recording charges,
          charges for title policy update(s), escrow charges, costs of obtaining
          updated or additional appraisal(s) or collateral valuations, if
          required by Lender) shall be paid by Borrower.

     D.   Borrower shall comply with the following additional conditions:

          .    No additional conditions apply.

3.   GENERAL PROVISIONS.  Except as modified above, all other provisions of the
Promissory Note and any other documents securing or relating to the Loan (the
"Loan Documents") remain in full force and effect. All security given for the
Loan and all guarantees of the Loan (as applicable) shall continue in full
force. Borrower warrants and represents to Lender that it has full right, power
and authority to enter into this agreement and to perform all its obligations
hereunder, and that all information and materials submitted to Lender in
connection with this modification are accurate and complete. Borrower warrants
that no default exists under the Loan Documents. Borrower reaffirms its
obligation to pay the Loan in full and reaffirms the validity and enforceability
of the Loan Documents, without set-off, counterclaim or defense.

                                      -1-


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.

LENDER:                                    BORROWER:

KEYBANK NATIONAL ASSOCIATION               PACIFIC AEROSPACE & ELECTRONICS, INC.

By: /s/ John C. Thoren                     By: /s/ Donald A. Wright
    ------------------------                   ---------------------------------
John C. Thoren, Vice President             Donald A. Wright, CEO & President

                                      -2-