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    Joint Venture Agreement























    Joint Venture Agreement

    This Agreement is made and entered into this 10th day of June 1997, by and
    between INNOTECH CORPORATION, a corporation organized and existing under the
    laws of Japan with its principal place of business located at 2-15-10
    Shinyokohama, Kouhoku-ku, Yokohama-shi, Kanagawa 222, Japan (hereinafter
    referred to as "Innotech") and CREDENCE SYSTEMS CORPORATION, a corporation
    organized and existing under the laws of the State of Delaware, with its
    principal place of business located at 215 Fourier Avenue, Fremont, California
    94539 USA (hereinafter referred to as "Credence").

    WHEREAS, Innotech is in the business of selling equipment and services to
    users of automatic test equipment in Japan;

    WHEREAS, Credence is in the business of manufacturing automatic test
    equipment and related products; and

    WHEREAS, Innotech and Credence desire to establish a Japanese company as a
    joint venture company ("JVC") for the purpose of localizing, customizing,
    developing, and manufacturing in Japan ("Territory") products defined below as
    JVC Products, for resale by Innotech in the Territory and by Credence outside
    the Territory;

    NOW, THEREFORE, in consideration of the mutual covenants and agreements
    contained herein, the parties agree as follows:


    ARTICLE 1.
    DEFINITIONS

    1.1 "Person" means a natural individual, partnership, firm, company,
    corporation, and any other form of business association.

    1.2 "Control" means the possession, direct or indirect, of the power to
    direct or cause the direction of the management and policies of a person,
    whether through the ownership of voting securities, by contract, through members
    of the board of directors, or otherwise.

    1.3 "Affiliate" means a Person that directly, or indirectly through one
    or more intermediaries, Controls, or is Controlled by, or is in common Control
    with, the Person specified.

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    1.4 "Localize" means to source and qualify components manufactured by
    third parties in the Territory for use in the JVC Products.

    1.5 "Customize" means to design and manufacture JVC Products according
    to customer requirements, from components and/or subassemblies purchased from
    Credence or qualified third party vendors.


    ARTICLE 2.
    EFFECTIVE DATE AND TERM OF THIS AGREEMENT

    2.1 EFFECTIVE DATE. As soon as this Agreement has been signed, the
    parties hereto shall be obligated to take every reasonable step to cooperate
    with each other in obtaining the requisite approvals, validations, rulings and
    consents provided for in this Agreement or made necessary thereby. The parties
    shall not be obligated to proceed further, however, with the action which they
    are to take under this Agreement until the "Effective Date", which shall mean
    the date which the following conditions shall have been met to the satisfaction
    of both Innotech and Credence: (i) the appropriate Japanese government agencies
    shall have approved and validated the acquisition of shares of JVC by Innotech
    and Credence; and (ii) Innotech and Credence shall have received an opinion of
    Japanese counsel acceptable to both parties to the effect that the shares of JVC
    to be issued to Innotech and Credence pursuant to this Agreement, and to be paid
    for as provided for herein, will when issued and paid for, be validly issued,
    fully paid and non-assessable.

    2.2 DURATION. This Agreement shall continue to be effective and in full
    force for five (5) years (the "Initial Term") after the date set forth at the
    beginning of this Agreement, unless terminated pursuant to Section 10 hereof.
    The Initial Term may be extended with the written agreement signed by both
    parties hereto at least 90 days prior to the expiration of the Initial Term. In
    the event such written agreement is not reached within such 90 day time period,
    this agreement shall be terminated and Credence shall have the option to either
    (i) purchase Innotech's entire stock ownership of JVC at the time of such
    termination for its fair market value as determined by a qualified appraiser
    mutually agreed upon by the parties and paid for on an equal basis by the
    parties, or (ii) cause JVC's dissolution, in which case both parties shall

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    promptly take all the procedures to have JVC dissolved and liquidated in
    accordance with the laws of Japan.


    ARTICLE 3.
    GOVERNMENTAL AUTHORIZATION

    3.1 REPORT OR NOTIFICATION TO THE GOVERNMENTAL AUTHORITIES. Each party
    hereto shall be obligated to and cooperate with the other party to file any
    subsequent report or prior notification, as the case may be, with the
    appropriate Japanese governmental authorities, which may be required by the
    applicable Japanese law with respect to the execution or performance of this
    Agreement.


    ARTICLE 4.
    INCORPORATION OF THE JOINT VENTURE COMPANY

    4.1 DEADLINE. Promptly after the execution of this Agreement and the
    completion of governmental procedures required to be completed prior to the
    establishment of JVC, the parties shall cause JVC to be established as a joint
    stock corporation in accordance with the terms herein and the laws of Japan by
    5th day of September 1997 (the "Deadline").

    4.2 CAPITAL.

    4.2.1 The authorized capital of JVC shall be Four Hundred Million
    Yen (400,000,000) to be represented by Eight Thousand (8,000) shares of common
    stock, each having par value of fifty thousand yen (50,000). The initial paid-in
    capital of JVC to be issued at the time of incorporation shall be One Hundred
    Million Yen (100,000,000) to be represented by Two Thousand (2,000) shares of
    common stock.

    4.2.2 Credence shall, at the time of incorporation, subscribe for
    and purchase One Thousand and One (1,001) shares of common stock for Fifty
    Million and Fifty Thousand Yen (50,050,000), and Innotech shall, at the time of
    incorporation, subscribe for and purchase Nine Hundred and Ninety-Nine (999)
    shares of common stock for Forty-Nine Million, and Nine Hundred and Fifty
    Thousand Yen (49,950,000). Each party hereto shall pay for their respective

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    shares in Japanese yen in cash, and shall have preemptive rights on the issuance
    of any new shares thereby allowing each party to maintain its percentage
    ownership of the capital stock.

    4.3 EXPENSES. All costs of forming JVC as agreed upon by the parties
    hereto other than those legally permissible without being inspected by an
    official inspector pursuant to Article 173 (1) of the Japanese Commercial Code
    to be borne by JVC shall be shared pro rata by the parties hereto according to
    their respective percentage ownership of the capital stock as set forth in
    paragraph 4.2.2 above.

    4.4 PURPOSES OF JVC. Innotech and Credence shall organize JVC for the
    purposes of localizing, customizing, developing, and manufacturing, as the case
    may be, in the Territory, the equipment set forth in Exhibit B and any
    additional equipment that may be added thereto by mutual agreement of the
    parties (hereinafter cumulatively referred to as "JVC Products"), and selling
    the JVC Products to Innotech for exclusive resale by Innotech in the Territory
    pursuant to a Distribution Agreement between Innotech and JVC which shall be in
    form and substance identical or substantially identical to the draft
    distribution agreement attached hereto as Exhibit D, and to Credence and its
    affiliates for exclusive resale outside of the Territory pursuant to a
    Distribution Agreement between Credence and JVC which shall be in form and
    substance identical or substantially identical to the draft distribution
    agreement attached hereto as Exhibit E. JVC shall not terminate the
    aforementioned Distribution Agreements with the parties hereto without cause as
    long as the parties are major shareholders of JVC.

    4.5 ARTICLES OF INCORPORATION OF THE JOINT VENTURE COMPANY. The parties
    hereby agree that JVC shall be organized in accordance with the Articles of
    Incorporation which shall be made in the Japanese language and translated into
    the English language and shall be in form and substance identical or
    substantially similar to the draft Articles of Incorporation ("Draft Articles"),
    attached hereto as Exhibit A.


    ARTICLE 5.
    STOCK



    5.1 PREEMPTIVE RIGHTS. Each party shall have a preemptive right to
    subscribe for shares of any class whenever they may be issued by JVC. Such
    preemptive right shall be provided for in the Articles of Incorporation of JVC.

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    5.2 TRANSFER OF SHARES.

    5.2.1 RESTRICTION ON TRANSFER. Except as expressly provided in this
    Agreement neither party shall sell, transfer, pledge nor otherwise dispose of
    any shares in JVC without the prior approval of the Board of Directors of JVC.
    Such restriction on transfer of shares in JVC shall be provided for in the
    Articles of Incorporation of JVC.

    In addition to the foregoing, neither party shall sell, transfer,
    pledge nor otherwise dispose of any shares in JVC without the prior approval of
    the other party except in cases expressly provided in this Agreement.

    5.2.2 TRANSFER TO EMPLOYEES OR OFFICERS. Notwithstanding any other
    provisions hereof, either party may sell or transfer up to ten percent (10%) of
    its shares in JVC to the party's employees and officers. In this case, the
    share transferred to either party's employees and officers shall be deemed to be
    owned by such transferring party; provided that in the event any of such
    employees or officers leaves the employment of such transferring party, the
    transferring party shall buy back all the shares in JVC possessed by such
    employees or officers.

    5.2.3 FIRST REFUSAL RIGHT. Except as provided in Section 5.2.2
    above, the parties mutually agree that each of them shall have the right of
    first refusal in respect of the shares of JVC held by the other and that any
    sale, assignment, transfer, mortgage, pledge or other encumbrances of its shares
    of JVC by either of them shall be subject to the following provision that if
    either party (the "Selling Party") shall desire to sell, assign, or transfer any
    or all of its shares, it shall give the other party written notice of such
    desire, setting forth in such notice all of the details of such contemplated
    sale, assignment or transfer, including without limitation thereto, the price,
    currency, terms and conditions of such proposed transaction and the identity and
    address of the proposed purchaser or transferee. The consideration in the case
    of any such contemplated transaction may not be unique, or not readily
    procurable, or a service to be performed for the Selling Party. The other party
    shall have sixty (60) days after receipt of such notice to exercise its right of
    first refusal option to purchase such shares at the same price, in the same
    currency, and upon the same terms and conditions that the Selling Party has been
    offered and is willing to accept from the proposed purchaser or transferee, by
    mailing to the Selling Party a written notice thereof. If the other party so
    exercises its right of first refusal option to purchase, it shall have an
    additional four (4) months after such exercise within which to make payment for,
    and take title to, the stock of the Selling Party. If the other party does not
    so exercise its right of first refusal option, the Selling Party may sell,
    assign or transfer such shares to the proposed

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    purchaser or transferee pursuant to the terms and conditions set forth in such
    notice to the other party.


    ARTICLE 6.
    MANAGEMENT

    6.1 MANAGEMENT OF JVC.

    6.1.1 BOARD OF DIRECTORS. The number of the Directors of JVC shall
    be not less than six (6) and not more than ten (10). Innotech shall have the
    right to nominate five (5) of the Directors and Credence shall have the right to
    nominate five (5). The parties agree to vote their shares so as to appoint the
    nominees as Directors of JVC. In case a director dies, resigns, or is removed
    prior to the fulfillment of his term, then the parties agree to fill the vacancy
    promptly and to vote their shares so as to appoint as his replacement a director
    nominated by the party who nominated the director whose death, resignation, or
    removal created the vacancy. The parties further agree to cause their
    respectively nominated and elected Directors to comply with all terms and
    conditions set forth in this Agreement, all applicable laws, and all resolutions
    of the Board of Directors.

    6.1.2 CHAIRMAN AND REPRESENTATIVE DIRECTOR. The number of
    Representative Directors of JVC shall be one (1). The Representative Director
    shall be elected through a meeting of the Board of Directors, and the parties
    agree to cause their respectively nominated and elected Directors to vote so as
    to elect such Representative Director nominated by Innotech and to elect a
    direct or nominated by Credence as Chairman. Once so elected, the parties
    further agree that the Representative Director shall be the President of JVC.
    The President of JVC shall have the authority to conduct the daily operation of
    JVC pursuant to the business plan approved by the Board of Directors of JVC.

    6.1.3 STATUTORY AUDITORS. JVC shall have one (1) statutory auditor
    nominated by Credence or, if Innotech desires, two (2) statutory auditors, in
    which case, one shall be nominated by Credence and the other by Innotech. The
    parties agree to vote their shares so as to appoint the nominee(s) as statutory
    auditor(s) of JVC. In case a statutory auditor dies, resigns, or is removed
    prior to the fulfillment of his term, then the parties agree to fill the vacancy
    promptly and to vote their shares so as to appoint as his replacement a
    statutory auditor as the case may be,

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    nominated by the party who nominated the statutory auditor whose death,
    resignation, or removal created the vacancy.

    The reasonable travel expense and accommodation charges of statutory
    auditor(s) attending the Meeting of the Board of Directors of JVC and/or
    shareholder's Meeting of JVC shall be borne by JVC.

    6.1.4 MEETINGS OF THE BOARD OF DIRECTORS.

    (a) Meetings of the Board of Directors shall be convened whenever
    necessary but at least annually, and presided over by the Chairman of JVC. In
    case the Chairman is prevented from so doing, the President of JVC shall do so.
    Any Director may, whenever it is deemed necessary, request the Chairman to
    convene a Meeting of the Board of Directors. Meetings of the Board of Directors
    may be conducted by video conference provided that a quorum of Directors are on
    the line during the entire period of the meeting.

    (b) Notice of all meetings of the Board of Directors shall be given at
    least three (3) weeks in advance to each Director, and statutory auditor as
    appropriate, but where any matter requires such urgent action by the Board of
    Directors as to preclude the possibility of giving notice as aforesaid, notice
    shall be given to each Director, and statutory auditor as appropriate, by
    facsimile, as far in advance of the meeting as possible, but in no event less
    than three (3) days prior thereto.

    (c) The notice referred to in paragraph (b) above shall include an
    agenda of all matters to be considered at the meeting, in such detail as may be
    reasonable and necessary to permit the Directors, and statutory auditor(s) as
    appropriate, to study the matters which are to be considered at the meeting, and
    shall in any event describe in such detail any such matters which are referred
    to in Section 6.2 below.

    (d) All resolutions of the Board of Directors shall be adopted by a an
    affirmative vote of six (6) or more Directors at a Meeting of the Board of
    Directors. In the event of a tie vote by the Directors, adoption of the
    resolution shall be determined by a majority vote of all shareholders.

    (e) The substance of the proceedings at the Meeting of the Board of
    Directors and the resolutions thereof shall be recorded in the Minutes of the
    Meeting in both the Japanese and English languages, which shall bear the names
    and the seals or signatures of the chairman of the Meeting, the Directors and
    the Statutory Auditors present at the Meeting. The original Minutes of the
    Meeting shall be preserved in the Head Office of JVC for a period of ten (10)
    years.

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    Copies of the Minutes of Meetings of the Board of Directors shall be promptly
    delivered to each shareholder along with a complete and accurate English
    translation thereof.

    (f) Meetings of the Board of Directors shall be held in English.
    Interpretation into Japanese shall be provided at the request of any of the
    Directors at the expense of JVC.

    (g) The reasonable travel expense and accommodation charges of
    Directors attending the Meeting of the Board of Directors of JVC and/or
    shareholder's Meeting of JVC shall be borne by JVC.

    6.1.5 ACTIONS REQUIRING APPROVAL BY THE BOARD OF DIRECTORS. The
    following actions require approval of the Board of Directors:

    (a) The adoption, amendment or repeal of any share-handling
    regulation.

    (b) Any borrowing or issue of bonds and/or debentures.

    (c) Any pledge or encumbrance of any shares, bonds or debentures.

    (d) Any lending of money.

    (e) Any guarantee of any obligation of any Person.

    (f) The declaration of any dividend or other distribution of any kind.

    (g) The investment or allocation of surplus funds.

    (h) The transfer of any amount to reserves in any year out of
    earnings, after taxes.

    (i) The establishment of salaries or other remuneration or allowances
    in excess of fifteen million Yen (15,000,000) per year per individual and
    the salaries of the President and all persons reporting directly to the
    President.

    (j) The adoption of any pension plan, bonus plan, plan for retirement
    allowances, or employee welfare plan or policy.

    (k) The adoption of the business plan and operating budget.

    (l) The organization of, or the acquisition or disposition of any
    interest in the legal or beneficial ownership of any other company or
    business organization.

    (m) Any acquisition, mortgage, pledge, sale, assignment, transfer or
    other disposition of any capital having a value in excess of three million Yen
    (3,000,000) which has not been provided for in the business plan and budget.

    (n) The manufacture of any new Products.

    (o) Any agreement or transaction with any party hereto or any
    Affiliate of any such party, other than purchases or sales in the ordinary
    course of business.

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    (p) The establishment of prices paid to Credence for parts and
    services, prices charged to Innotech and its affiliates for Products sold to
    Innotech and its affiliates, and prices charged to Credence and its affiliates
    for Products sold to Credence and its affiliates.

    (q) Any action substantially adversely affecting the financial
    condition of JVC.

    (r) Filing of any patent application.

    6.2 ACCOUNTING. JVC shall keep all books of accounts and make all
    financial reports in accordance with the standards prescribed by Japanese laws
    and regulations and established accounting principles in Japan, which, to such
    extent as may be practicable, shall also conform to Generally Acceptable
    Accounting Practices in the United States, and shall prepare preliminary
    financial statements, including without limitation a balance sheet and income
    statement, within five (5) days after the end of each of the first three (3)
    quarters of Credence's fiscal year for the most recent quarter, followed by
    unaudited finalized versions thereof within fifteen (15) days; unaudited
    finalized financial statements, including without limitation a balance sheet and
    income statement, within fifteen (15) days after the end of the fourth quarter
    and its entire fiscal year; and such further reports as shall be required by the
    Board of Directors, copies of which shall be forwarded to each party with an
    English translation being provided to Credence. JVC shall provide any financial
    statement required by Credence to meet its United States reporting requirements
    as a public company.

    6.2.1 CERTIFIED PUBLIC ACCOUNTANTS. JVC shall at its expense appoint a
    firm of certified public accountants of good repute and mutually acceptable to
    both Innotech and Credence, to audit its books of account for each accounting
    period. Said certified public accountants shall issue an audit report before the
    regular Meeting of Shareholders, copies of which shall be forwarded to each
    party with an English translation being provided to Credence. Each audit report
    shall be in reasonable detail and shall contain such financial data as either
    Innotech or Credence may deem necessary in order to keep it advised of JVC's
    financial status.

    6.2.2 RIGHT OF INSPECTION. At all times after JVC's incorporation,
    each party shall have the right by its duly authorized representative or
    accountant to inspect and have full access to all properties, books of account,
    records and the like of JVC, and JVC shall furnish to the requesting party all
    information concerning the same which the requesting party may reasonably
    require in connection with a complete examination thereof, and the requesting
    party shall have the right to inspect and make copies from the books and records
    of JVC at all reasonable times.

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    6.3 PERSONNEL. The parties agree that the policy of JVC is that it will
    pay no salary or fees to anyone employed by Credence and/or Innotech unless such
    person is engaged full time in the operation of JVC and such salary or fee shall
    be commensurate with amounts generally paid for such services in Japan.

    6.4 MATERIALS AND COMPONENTS. The sourcing of all materials and
    components used in the manufacture of Products by JVC must be approved by
    Credence prior to such use.

    6.5 LICENSE AGREEMENT. For the manufacture and sale of the Products,
    promptly after the incorporation of JVC, Credence shall enter into a License and
    Consulting Agreement with JVC in form and substance as attached hereto as
    Exhibit C.


    ARTICLE 7.
    APPROPRIATION OF PROFIT

    The parties agree that JVC shall retain all profits (without payment of
    dividend) for use in expansion and development of JVC until the profitability
    and the expansion of JVC is assured by Innotech and Credence, and after that
    time, JVC may pay dividends.


    ARTICLE 8.
    CONFIDENTIALITY

    8.1 CONFIDENTIAL OBLIGATIONS. Innotech and Credence each covenants and
    agrees, during the term of this Agreement and for a period of five (5) years
    thereafter, on behalf of its Directors, officers, employees and agents to
    maintain in strict confidence and not to make any unauthorized use of the
    Confidential Information (hereinafter defined) received from the other party and
    JVC, as the case may be, pursuant to this Agreement. The Confidential
    Information shall be (i) disclosed in writing or in other tangible form and
    clearly marked as confidential at the time of disclosure, or (ii) disclosed
    orally or in other intangible form and clearly indicated as confidential at the
    time of disclosure and, within thirty (30) days after such disclosure, followed
    up with a written notice stating the content and nature of such Confidential
    Information.

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    8.2 EXCEPTIONS. The obligations in this Section 8 will not apply to any
    information which (i) is or becomes available to the public other than by breach
    of this Agreement by the receiving party, or (ii) is or has been rightfully
    received by the receiving party from a third party, or disclosed by the
    disclosing party to a third party, without any restrictions as to its use or
    disclosure, or (iii) is or has been independently developed by the receiving
    party.


    ARTICLE 9.
    REPRESENTATION AND WARRANTY

    The parties hereby represent and warrant to and hereby covenant with each
    other that they have the right and authority to enter into this Agreement and to
    perform the obligations on their respective parts under this Agreement.


    ARTICLE 10.
    TERMINATION AND RIGHT TO PURCHASE OR SELL SHARES

    10.1 AUTOMATIC TERMINATION. This Agreement shall be terminated
    automatically if Innotech and Credence fail to incorporate JVC by the Deadline.

    10.2 INSOLVENCY OF JVC. This agreement shall be terminated and the JVC
    dissolved accordingly upon the occurrence of any of the following events to JVC.

    (a) liquidation, bankruptcy or insolvency;

    (b) termination of business by decision of the shareholders;

    (c) the appointment of any trustee, receiver or liquidator for
    substantially all of the assets of the business of JVC;

    (d) the attachment, sequestration, execution or seizure of substantially
    all of the assets of JVC, which attachment, sequestration, execution or seizure
    is not vacated within thirty (30) days from the institution thereof;

    (e) judicial, governmental or any sale other than a voluntary sale of
    substantially all of the assets of JVC by its Board of Directors.

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    10.3 SALE OF ALL SHARES BY ONE OF THE PARTIES. This agreement may be
    terminated after the Effective Date by either Innotech or Credence on not less
    than ten (10) days' written notice to the other party hereto, if either Innotech
    or Credence shall cease to be the owner of any of the then issued common voting
    shares of JVC.

    10.4 TERMINATION FOR CAUSE. By either Innotech or Credence in the event
    that the other party hereto shall default in the performance of any of its
    undertakings in this Agreement and such default shall not be remedied to the
    reasonable satisfaction of the non-defaulting party within sixty (60) days next
    after written notice of such default shall have been given to the defaulting
    party, in which case such termination shall take place on such sixtieth (60th)
    day.

    10.4.1 In the event that this Agreement is terminated by Innotech
    for Credence's default, Credence agrees to pay to lnnotech in exchange for
    lnnotech's entire stock ownership of JVC either (i) the book value of Innotech's
    entire stock ownership of JVC at the time of such termination, or at Innotech's
    option, (ii) the fair market value of Innotech's entire stock ownership of JVC
    at the time of such termination as determined by a qualified appraiser whose
    services are paid for by Innotech and whose selection is mutually agreed upon by
    the parties hereto.

    10.4.2 In the event that this Agreement is terminated by Credence
    for Innotech's default, Credence shall have the option to either (i) purchase
    Innotech's entire stock ownership of JVC at the time of such termination for the
    book value thereof, or (ii) cause JVC's dissolution, in which case both parties
    shall promptly take all the procedures to have JVC dissolved and liquidated in
    accordance with the laws of Japan.

    10.5 INSOLVENCY OR MERGER. This Agreement may be terminated by either
    Innotech or Credence on not less than ten (10) days' written notice to the other
    party hereto, effective upon the date stated in such notice, if the other party
    shall file a petition in bankruptcy or for a receiver for all or any substantial
    portion of its property and assets, or if such petition shall be filed
    against the other party and shall not be dismissed with thirty (30) days from
    its filing, or if the other party shall file a petition for reorganization or to
    effect a compositions with its creditors or such a petition shall be filed
    against the other party and shall not be discharged within thirty (30) days
    after the date of its filing, or if the other party shall make a general
    assignment for the benefit of creditors, and in the case of any such
    termination, all of the rights and obligations under and pursuant to this
    Agreement shall cease and terminate, except such as shall have accrued prior to
    termination, including but not limited to, any and all claims and demands for

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    damages for any breach of any covenant contained in this Agreement, and except
    for the continuing obligations of Credence and lnnotech contained in Section 8
    with respect to the confidential treatment of technical, economic and marketing
    information.

    10.5.1 INSOLVENCY OF CREDENCE. In the event that (i) Credence
    becomes or is caused to become insolvent or any voluntary or involuntary
    petition in bankruptcy or for corporate reorganization is filed by or against
    Credence, (ii) a receiver is appointed with respect to any of the assets of
    Credence, or (ii) liquidation proceeding is commenced by or against Credence,
    JVC shall be dissolved and liquidated and both parties shall promptly take all
    the procedures to have JVC dissolved and liquidated in accordance with the laws
    of Japan.

    10.5.2 INSOLVENCY OR MERGER OF INNOTECH. In the event that (i) the
    whole or any substantial part of the business or assets of Innotech is
    transferred to a third party by agreement, order of court or otherwise, (ii)
    Innotech becomes or is caused to become insolvent or any voluntary or
    involuntary petition in bankruptcy or for corporate reorganization is filed by
    or against Innotech, (iii) a receiver is appointed with respect to any of the
    assets of Innotech, or (iv) liquidation proceeding is commenced by or against
    Innotech, Credence shall have the right to choose either purchasing all of the
    outstanding shares of stock owned by Innotech at a price according to section
    10.4.1 of this Agreement, or JVC's dissolution. If Credence chooses JVC's
    dissolution, both parties shall promptly take all the procedures to have JVC
    dissolved and liquidated in accordance with the laws of Japan.

    10.6 SURVIVAL. Section 6.2, Section 8, Section 10 and Section 11 of
    this Agreement shall survive and continue to be effective after the termination
    of this Agreement.

    10.7 EFFECTIVENESS OF THE RELATIVE AGREEMENTS. The termination of this
    Agreement shall not affect the effectiveness of any agreement executed by the
    parties hereto and/or JVC pursuant to this Agreement, and such relative
    agreements shall continue to be effective until such relative agreements will be
    terminated in accordance with the terms thereof.

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    ARTICLE 11.
    GENERAL PROVISIONS

    11.1 LANGUAGE. This Agreement and all other agreements executed on the
    basis of this Agreement shall be written and interpreted in English, except for
    the Articles of Incorporation of the JVC, which shall be written and interpreted
    in Japanese.

    11.2 ENTIRE AGREEMENT. This Agreement and related agreements executed
    concurrently herewith supersede all negotiations, commitments and writings prior
    to the date hereof pertaining to the subject matter of this Agreement and such
    related agreements. This Agreement shall not be changed or modified in any
    manner, except by mutual consent in writing of subsequent date signed by duly
    authorized representatives of both parties hereto.

    11.3 BINDING EFFECT. This Agreement shall be binding upon and inure to
    the benefit of the parties hereto and their respective successors and assignees.

    11.4 NOTICE. Any notice provided for under this Agreement shall be deemed
    effective when delivered in person or seven (7) days after deposit in the mails
    by registered or certified mail postage prepaid and addressed to the respective
    address listed in the introduction of this Agreement, or to such different
    address as either party may designate in writing to the other pursuant to this
    paragraph.

    11.5 INTERPRETATION AND GOVERNING LAW. This Agreement shall be interpreted
    in accordance with the plain English meaning of its terms and the construction
    thereof shall be governed by the laws of the State of California, United States
    of America. The Articles of Incorporation of the JVC and matters affecting the
    organization and operation of the internal affairs of the JVC shall be governed
    by the laws of Japan.

    11.6 ARBITRATION. In the event of any dispute, controversy, or difference
    which may arise between the parties, out of or in relation to or in connection
    with this Agreement, or a breach hereof (the "Dispute"), the parties hereto
    shall first settle such Dispute through friendly consultation. If such Dispute
    cannot be satisfactorily resolved by the parties themselves through friendly
    consultation within a period of two (2) months, then such Disputes shall be
    finally settled by arbitration pursuant to the Japan-American Trade Arbitration
    Agreement of September 16. 1952, by which each party hereto is bound.

    If Credence is the initiating party, the arbitration shall be held in
    Tokyo, Japan unless mutually agreed otherwise by the parties hereto, and if
    Innotech is the initiating party, the

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    <PAGE>

    arbitration shall be held in Fremont, California, USA unless mutually agreed
    otherwise by the parties hereto.

    11.7 SEVERABILITY. In case any one or more of the provisions, or portions
    of provisions, of this Agreement shall be deemed by any governmental authority
    to be invalid, illegal or unenforceable in any respect, the validity, legality
    and enforceability of the remaining provisions, or portions of provisions.
    contained herein shall not be in any way affected or impaired thereby.

    11.8 FORCE MAJEURE. If the performance of this Agreement or any
    obligation hereunder is prevented, restricted or interfered with by reason of
    force majeure, the party so affected, upon giving prompt notice to the other
    party, shall be excused from such performance to the extent of such prevention,
    restriction or interference; provided, that the party so affected shall use it
    best efforts to avoid or remove such causes of non-performance and shall
    continue performance hereunder with the utmost dispatch whenever such causes are
    removed; and provided, further, that whenever it appears advisable to a party
    hereto to consent to the entry of a judgment against it by a court of competent
    jurisdiction rather that incur substantial expense or great inconvenience, the
    entry of such judgment shall excuse such party from performance hereunder to the
    extent that such judgment forbids or restrains such performance.

    11.9 OMISSIONS OR DELAYS. No omission or delay on the part of any party
    hereto in requiring a due and punctual fulfillment by the other party hereto of
    the obligations of such other party hereunder shall be deemed to constitute a
    waiver by the omitting or delaying party of any of its rights to require such
    due and punctual fulfillment of any other obligation hereunder, whether similar
    or otherwise, or a waiver of any remedy it might have.

    11.10 CLASSIFIED INFORMATION. It is understood and agreed that nothing in
    this Agreement shall authorize the disclosure of, or access to, classified
    information, material, or know-how, of the Government of the United States or
    Japan, or the violation of the Export Control Regulations of either country.

    11.11 ASSIGNMENT AND SUCCESSION. This Agreement shall inure to the
    benefit of and be binding upon the parties hereto and their respective
    successors and assigns, but shall not be assignable by any party other than a
    Person acquiring substantially all of its business and assuming all of its
    obligation and liabilities, except with the written consent of the other party.
    In the event of any such assignment the transferor or assignor shall remain
    obligated to perform its own obligations and in addition shall be jointly and
    severally liable for the proper performance of the obligations of the transferee
    or assignee pursuant to this Agreement.

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    <PAGE>

    11.12 SECTION HEADINGS. The section headings contained in this Agreement
    are for reference purposes only and shall not affect in any way the meaning or
    interpretation of this Agreement.

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
    and year first above set forth.


    INNOTECH CORP. CREDENCE SYSTEMS CORP.

    /s/ L.M. Yoshida /s/ W.R. Bottoms
    - ------------------------------ ----------------------------------------
    Larry M. Yoshida W. R. Bottoms

    President and Chief Executive Officer Chairman and Chief Executive Officer

    16

    <PAGE>

    - EXHIBIT A -

    ARTICLES OF INCORPORATION


    CHAPTER I. GENERAL PROVISIONS

    Article 1. (Corporate Name)
    The name of the Company shall be Innotech-Credence Kabushiki Kaisha,
    which shall be expressed in English as Innotech-Credence Corporation.

    Article 2. (Objective)
    The objective of the Company shall be to carry on the following
    business:

    1. To engage in manufacture, import, export, purchases and sales of
    automatic test equipment and related products and parts, materials, and
    components thereof and related software, for testing semiconductors and
    electronic devices including same.

    2. To engage in research and development, localizing and customizing of
    automatic test equipment and related products and parts, materials, and
    components thereof and related software and consulting services related thereto,
    for testing semiconductors and electronic devices including same.

    3. To engage in application for and assignment of patents and any other
    industrial property rights, and agency services thereto.

    4. To engage in any other business related to the above.


    Article 3. (Location of Head Office)

    The Head Office of the Company shall be located in Yokohama-shi,
    Kanagawa Ken.

    Article 4. (Method of Public Notice)

    Public notices of the Company shall be given in official gazette.


    CHAPTER II. SHARES

    Article 5. (Total Number of Shares Authorized to be Issued, Type of Shares, and
    Par Value of Each Share)


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    <PAGE>

    The total number of shares authorized to be issued by the Company shall
    be eight thousand (8,000) shares. All shares of the Company shall be voting
    shares of common stock with a par value of fifty thousand yen (50,000) per
    share.

    Article 6. (Share Certificate)

    1. Share certificates issued by the Company shall be in one (1) share,
    five (5) shares, ten (10) shares, fifty (50) shares and one hundred (100) shares
    per certificate, or in such other denominations as shall be determined by the
    Board of Directors.

    2. In the event that a shareholder does not wish to possess the share
    certificates in his/her custody, the shareholder shall make a written proposal
    to that effect to the Company and at the same time submit the share certificates
    to the Company if they have already been issued.

    Article 7. (Issuance of New Shares)

    1. The shareholders shall have preemptive rights to subscribe to any
    new shares of the Company in proportion to their shares.

    2. In the event that a foreign shareholder has the right to subscribe
    to such new shares, the time during which shareholders may exercise such rights
    shall be determined in such manner as to give such foreign shareholder
    sufficient time to complete the procedures as required under the laws of Japan.

    Article 8. (Restriction on Transfer of Shares)

    All transfers of the shares of the Company shall be subject to approval
    of the Board of Directors.

    Article 9. (Registration of Transfer)

    1. The request for registration of transfer of shares shall be made by
    submitting the form prescribed by the Company to which the name and seal of the
    transferee are affixed together with the following documents:

    (1) In case of assignment; the share certificates;
    (2) In case of other than assignment, a document evidencing the acquisition
    and the share certificates.

    2. Foreign nationals who are not accustomed to using seal impressions
    may utilize their signatures for the purposes of the preceding paragraph.



    2

    <PAGE>

    Article 10. (Registration of Pledge and Indication of trust Property)

    1. The request for registration of pledge or indication of trust
    property with respect to shares shall be made by submitting the form prescribed
    by the Company to which the names and seals of the parties concerned are affixed
    together with the share certificates.

    2. The preceding paragraph shall apply to cancellation of pledge or
    trust property.

    3. Foreign nationals who are not accustomed to using seal impressions
    may utilize their signatures for the purposes of the preceding two (2)
    paragraphs.

    Article 11. (Reissuance of Share Certificates)

    1. In case that the issuance of new share certificates is requested due
    to subdivision, combination or defacement of share certificates, the form
    prescribed by the Company to which the name and seal of requesting person are
    affixed shall be submitted together with the share certificates. In case that
    the issuance of new share certificates is requested due to loss, the form
    prescribed by the Company to which the name and seal of requesting person are
    affixed shall be submitted together with the original or a certified copy of
    judgment of nullification of the lost share certificates.

    2. Foreign nationals who are not accustomed to using seal impressions
    may utilize their signatures for the purposes of the preceding paragraph.

    Article 12. (Handling Fees)

    With respect to the request made pursuant to Articles 9 to 11 above, the
    Company shall charge handling fees prescribed by the Company.

    Article 13. (Closing of Register of Shareholders and Record Date)

    1. The Company shall suspend changes of records in the Register of
    Shareholders from the day following the last day of each fiscal year to the day
    on which the Ordinary General Meeting of Shareholders is closed.

    2. In addition to the preceding paragraph, the Company may, in case of
    necessity to determine the person who exercises the right as a shareholder or a
    pledgee and through a resolution of the Board of Directors, suspend changes of
    records in the Register of Shareholders for a specific period not exceeding
    three (3) months or establish a record date within three (3) month prior to the
    date of exercise of such right by giving at least two (2) week prior public
    notice thereof.


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    <PAGE>

    Article 14. (Notification of Addresses etc. of Shareholders)

    1. Shareholders and registered pledgees or their statutory agents or
    representatives shall notify the Company of their names, addresses and seal
    impressions by using the form prescribed by the Company.

    2. In case of a change thereof, the same shall apply.

    3. Foreign nationals who are not accustomed to using seal impressions
    may utilize their signatures for the purposes of the preceding two (2)
    paragraphs.


    CHAPTER III. GENERAL MEETING OF SHAREHOLDERS

    Article 15. (Convocation)

    1. The Ordinary General Meeting of Shareholders shall be convened
    within three (3) months from the day following the last day of each fiscal year
    of the Company and the Extraordinary General Meeting of Shareholders may be
    convened whenever necessary.

    2. Except as otherwise provided by law, General Meetings of
    Shareholders shall be convened by the Chairman of the Board of Directors of the
    Company pursuant to a resolution of the Board of Directors. If the Chairman is
    unable or unwilling to convene a General Meeting of Shareholders, another
    Director, in accordance with the order previously determined by the Board of
    Directors, may convene the Meeting.

    3. General Meetings of Shareholders of the Company shall be held at the
    head office of the Company or at such other place as the majority of
    shareholders of record agree.

    4. In convening a General Meeting of Shareholders, notice thereof shall
    be dispatched in Japanese and English to each shareholder of record at least
    fourteen (14) days prior to the date of such Meeting, unless the exceptions of
    paragraph 5 of this Article 15 apply.

    5. The notice set forth in the preceding paragraph may be waived for a
    particular General Meeting at which all the shareholders of record are present
    in person or by proxy. The period of the notice set forth in the preceding
    paragraph may be shortened for a particular General Meeting with the unanimous
    written consent of the shareholders of record.

    6. The notice of a General Meeting of Shareholders shall state the
    agenda of the Meeting.

    Article 16. (Chairman)

    The Chairman of the Board of Directors shall act as chairman at the
    General Meeting of Shareholders. In case the Chairman is prevented from so
    acting, one of the other Directors, chosen according to an order previously
    determined by the Board of Directors, shall so act.


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    <PAGE>

    Article 17. (Method of Resolution)

    Except for provisions of laws and ordinances or these Articles of
    Incorporation prescribing severer method of resolution, resolutions of a General
    Meeting of Shareholders shall be adopted (i) at a Meeting at which shareholders
    holding more than 50% of the issued and outstanding voting shares are present,
    and (ii) by the affirmative vote of shareholders holding more than 50% of all of
    the issued and outstanding voting shares.

    Article 18. (Proxy Voting)

    1. A shareholder may exercise his/her vote by proxy.

    2. The proxy shall submit to the Company for each General Meeting of
    Shareholders attended a document evidencing his/her appointment as proxy.

    Article 19. (Minutes)

    1. The substance of the proceedings at the General Meeting of
    Shareholders and the resolutions thereof shall be recorded in the Minutes of the
    Meeting, which shall bear the names and the seals or signatures of the Chairman
    and Directors present at the Meeting. The original Minutes of the Meeting shall
    be preserved for ten (10) years in the Head Office of the Company, and all
    copies thereof shall be preserved for five years in the Branch Offices

    2. Copies of the minutes of General Meetings of Shareholders of the
    Company shall be promptly delivered to each shareholder.


    CHAPTER IV. DIRECTORS, THE BOARD OF DIRECTORS AND AUDITORS

    Article 20. (Number of Directors and Auditors)

    The number of Directors shall be not less than six (6) and not more than
    ten (10) and the number of Auditors shall not exceed two (2).

    Article 21. (Election of Directors and Auditors)

    Directors and Auditors shall be elected at a General Meeting of
    Shareholders of the Company. A resolution for election of Directors shall not be
    made by cumulative voting.

    Article 22. (Term of Office of Directors and Auditors)

    1. The term of office of Directors and Auditors shall expire at the
    close of the Ordinary General Meeting of Shareholders pertaining to the last
    settlement of accounts occurring within


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    <PAGE>

    two (2) years after his/her assumption of office, unless the exception of
    paragraph 2 of this Article 22 applies.

    2. In case of a Director or an Auditor who has been elected to fill a
    vacancy or to increase the number of Directors or Auditors, the term of office
    of such Director or Auditor shall be equal to the remaining term of office of
    the predecessor or other Directors or Auditor(s) currently in office.

    Article 23. (Meeting of The Board of Directors)

    1. Meetings of the Board of Directors shall be convened whenever
    necessary but at least annually, and presided over by the Chairman of the Board.
    In case the Chairman is prevented from so doing, the President shall do so. Any
    Director may, whenever it is deemed necessary, request the Chairman to convene a
    Meeting of the Board of Directors. Meetings of the Board of Directors may be
    conducted by video conference provided that a quorum of Directors are on the
    line during the entire period of the meeting.

    2. Notice of all meetings of the Board of Directors shall be given at
    least three (3) weeks in advance to each Director, and Auditor as appropriate,
    but where any matter requires such urgent action by the Board of Directors as to
    preclude the possibility of giving notice as aforesaid, notice shall be given to
    each Director, and Auditor as appropriate, by facsimile, as far in advance of
    the meeting as possible, but in no event less than three (3) days prior thereto.

    3. The notice referred to in paragraph 2 of this Article 23, shall
    include an agenda of all matters to be considered at the meeting, in such detail
    as may be reasonable and necessary to permit the Directors, and Auditors as
    appropriate, to study the matters which are to be considered at the meeting.

    4. All resolutions of the Board of Directors shall be adopted by a
    majority vote of six (6) or more Directors at a Meeting of the Board of
    Directors. In the event of a tie vote by the Directors, the Directors shall
    bring the matter before a shareholder meeting and have it determined by a
    majority vote of all shareholders .

    5. If meetings of the Board of Directors are held in English,
    interpretation into Japanese shall be provided at the request of any of the
    Directors at the expense of the Company.

    Article 24. (Rules for the Board of Directors)

    1. Matters concerning the Board of Directors, except as otherwise
    provided by laws and ordinances and these Articles of Incorporation, shall be
    governed by the Rules of the Board of Directors prescribed by the Board of
    Directors.


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    <PAGE>

    Article 25. (Actions Requiring Approval by the Board of Directors)

    The following actions require approval of the Board of Directors.

    1. The adoption of the business plan and operating budget.

    2. The manufacture of any new Products.

    Article 26. (Remuneration)

    The remuneration (including retirement allowance) of Directors and
    Auditors shall be respectively determined by resolutions of the General Meeting
    of Shareholders.

    Articles 27. (Chairman, Representative Directors, etc.)

    1. The Board of Directors shall elect one (1) Representative Director
    from among the members of the Board of Directors.

    2. The Board of Directors shall elect the President and the Chairman
    from among the Directors.

    3. The Board of Directors may elect any of Executive Vice Presidents,
    Senior Managing Directors and Managing Directors from among its members whenever
    it is deemed necessary.


    CHAPTER V. ACCOUNTS

    Article 28. (Fiscal Year)

    The fiscal year of the Company shall commence on November 1 and end on
    October 31 each year.

    Article 29. (Dividends of Shares)

    1. Dividends of shares shall be paid to those shareholders and/or
    registered pledgees listed in the Register of Shareholders as of the last day of
    each fiscal year. Dividends shall not yield interest.

    2. The Company may, through a resolution of the Board of Directors,
    make a distribution of interim dividends to the shareholders of record
    (including registered pledgees) as of the last day of April each year pursuant
    to the provisions of Articles 293-5 of the Commercial Code of Japan. Interim
    dividends shall not yield interest.

    3. The Company shall be relieved from the obligation to pay such
    dividends (or such interim dividends) when the same remain unreceived after a
    period of three full years from the payment date thereof.


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    <PAGE>

    CHAPTER VI. SUPPLEMENTARY PROVISIONS

    Article 30. (Shares to be Issued upon Incorporation of Company)

    The total number of shares to be issued upon incorporation of the
    Company shall be two thousand (2,000) par value shares, and shall be issued at
    par value.

    Article 31. (First Fiscal Year)

    The first fiscal year of the Company shall commence on the date of
    incorporation of the Company and end on October 31, 1997.

    Article 32. (Term of Office of Initial Directors and Auditors)

    Notwithstanding the provisions of Article 22, Paragraph 1, the terms of
    office of the Initial Directors and Auditors shall expire at the close of the
    Ordinary General Meeting of the Shareholders pertaining to the last settlement
    of accounts occurring within one (1) year after their assumption of office.

    Article 33. (Promoter's Name and Address)

    The name and address of the promoter is as follows:

    (Address): 2-15-10 Shin-Yokohama, Kouhoku-ku, Yokohama-shi, Kanagawa 222
    (Name): Innotech Corporation Larry M. Yoshida, President

    IN WITNESS WHEREOF, these Articles of Incorporation shall be executed with the
    names and seals of the promoters affixed hereto.

    Date: June 10, 1997

    Promoter: Innotech Corporation
    Larry M. Yoshida, President




    8

    <PAGE>

    - EXHIBIT B -

    JVC PRODUCTS

    1. SC and TSK UF200 Prober integrated test system with new skin.
    2. Kalos and TSK UF200 Prober integrated test system with new skin.


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    <PAGE>

    - EXHIBIT C -

    TECHNOLOGY LICENSING AGREEMENT

    This Agreement is made and entered into this tenth (10th) day of June 1997,
    by and between CREDENCE SYSTEMS CORPORATION, a corporation organized and
    existing under the laws of the State of Delaware, with its principal place of
    business located at 215 Fourier Avenue, Fremont, California 94539 USA
    ("Credence"), and INNOTECH-CREDENCE KABUSHIKI KAISHA, a corporation organized
    and existing under the laws of the country of Japan, with its principal place of
    business located at Yokohama-shi, Kanagawa, Japan ("Licensee").

    WHEREAS, Credence owns certain patents, copyrights, trademarks, and trade
    secrets ("Credence Intellectual Property"), and possesses considerable know-how
    in designing and manufacturing certain automatic test equipment products
    ("Credence Products");

    WHEREAS, Licensee has been established as a joint venture company, pursuant
    to a Joint Venture Agreement by and between Credence and INNOTECH CORPORATION, a
    corporation organized and existing under the laws of Japan with its principal
    place of business located at 2-15-10 Shinyokohama, Kouhoku-ku, Yokohama-shi,
    Kanagawa 222, Japan ("Innotech"), for the purpose of localizing, customizing,
    developing, and manufacturing in Japan ("Territory"), certain products ("JVC
    Products") defined in the Joint Venture Agreement, which integrate Credence
    Products, for resale by Innotech in the Territory and Credence and its
    Affiliates outside the Territory; and

    WHEREAS, Licensee, therefore, desires to obtain rights to certain of
    Credence's patents, copyrights, trademarks, trade secrets, and know-how related
    to the design, development and manufacture of such integrated Credence Products;

    NOW, THEREFORE, in consideration of the mutual covenants and agreements
    contained herein, the parties agree as follows:

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    <PAGE>

    ARTICLE 1.
    DEFINITIONS

    1.1 "Effective date" means the date of this Agreement as indicated
    above.

    1.2 "Joint Venture Agreement" means the Joint Venture Agreement executed
    on the 9th day of June 1997, by and between Innotech and Credence, which is
    incorporated herein by this reference.

    1.3 "JVC Products" means the equipment set forth in Exhibit B of the
    Joint Venture Agreement, and any additional equipment that may be added thereto
    pursuant to the terms and conditions of the Joint Venture Agreement.

    1.4 "Integrated Credence Products" means Credence Products integrated by
    design or construction into the JVC Products.

    1.5 "Credence Intellectual Property" means all patents, copyrights,
    trademarks, and trade secrets which relate to any or all of the manufacture, use
    and sale of the Integrated Credence Products in Japan during the term of this
    Agreement.

    1.6 "Credence Technology" means the combination of the Credence
    Intellectual Property and know-how in the design, development and manufacture of
    the Integrated Credence Products.

    1.7 "Person" means a natural individual, partnership, firm, company,
    corporation, and any other form of business association.

    1.8 "Control" means the possession, direct or indirect, of the power to
    direct or cause the direction of the management and policies of a Person,
    whether through the ownership of voting securities, by contract, through members
    of the board of directors, or otherwise.

    1.9 "Affiliate" means a Person that directly, or indirectly through one
    or more intermediaries, Controls, or is Controlled by, or is in common Control
    with, the Person specified.


    ARTICLE 2.
    GRANT


    Credence grants to Licensee the exclusive license rights to the Credence
    Technology for localizing, customizing and manufacturing the JVC Products in the
    Territory, and for selling the

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    <PAGE>

    JVC Products to Innotech for exclusive resale in the Territory and to
    Credence for exclusive resale outside the Territory, in accordance with the
    Joint Venture Agreement and Innotech/ICC and Credence/ICC Distribution
    Agreements attached thereto.


    ARTICLE 3.
    TECHNOLOGY TRANSFER AND SUPPORT

    3.1 KNOW-HOW. Credence shall from time-to-time and to such extent as
    it considers in its sole discretion to be reasonably necessary for the
    performance of this Agreement, furnish to Licensee technical information for the
    design and manufacture of the Integrated Credence Products and processes or
    experience incidental to the design and manufacture of the Integrated Credence
    Products ("know-how").

    3.1.1 TECHNICAL INFORMATION. Credence shall provide Licensee the
    technical information described in Attachment C hereof, and shall make
    reasonably available Credence personnel to explain such technical information to
    Licensee.

    3.1.2 TRAINING. Credence shall provide at its facilities in
    Fremont, California and/or Beaverton, Oregon, training of Licensee employees
    without charge on a one-time basis, to be conducted within one-hundred and
    twenty (120) days after the effective date of this Agreement, and may post a
    Credence engineer from time to time at Licensee's facilities to further train
    Licensee's employees without charge. Licensee shall pay all travel, lodging,
    meals, and transportation expenses incurred by Licensee's employees to train at
    Credence's facilities and by Credence engineers to conduct training at
    Licensee's facilities. Additional training of Licensee employees shall be at
    Credence's standard charge at the time for conducting training of Credence's
    customers' engineers.

    3.1.3 TECHNICAL SUPPORT. Credence shall provide reasonable levels
    of technical support to assist Licensee in its efforts to localize, customize
    and manufacture the JVC Products in the Territory. For this purpose, Credence
    may appoint a project manager for the term of this Agreement.

    3.2 TROUBLE-SHOOTING. Licensee shall inform Credence of any problems
    encountered in manufacturing the JVC Products which affect the quality or
    reliability of the JVC Products; Licensee shall inform Credence of all design
    related defects in the Integrated Credence Products

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    <PAGE>

    and the JVC Products reported by Innotech or its customers; and Licensee shall
    inform and consult with Credence prior to taking any corrective action or
    provide any response to Innotech or its customers regarding such reported
    defects.

    3.3 DISCLAIMER OF WARRANTY AND PRODUCT LIABILITY. Neither Credence nor
    its employees and representatives shall be liable to Licensee or to any other
    party for direct or indirect damages, losses or injuries, including foreseeable
    and unforeseeable damages resulting from the use or application of the Credence
    Technology transferred under this Agreement. Licensee shall indemnify Credence
    and its employees and representatives for and hold Credence and its employees
    and representatives harmless from any cause of action, claim, action or suit,
    including claims for civil liability, for recovery of said damages, losses or
    injuries, as well as all costs and attorney's fees, if any, relating thereto.


    ARTICLE 4.
    PRODUCT AND MANUFACTURING DEVELOPMENT

    4.1 PRODUCT AND MANUFACTURING DEVELOPMENT. Licensee shall make every
    reasonable effort to reduce manufacturing costs of the JVC Products by seeking
    and qualifying lower cost component vendors for the JVC Products, improving
    manufacturing methods and the manufacturability of the JVC Products, and
    incorporating other such cost reduction mechanisms and schemes, subject to the
    conditions that the quality level of and customer satisfaction with the JVC
    Products will be maintained or preferably enhanced, and the platform
    compatibility and interchangeability between Credence Products and Licensee
    manufactured JVC Products shall be maintained, including, but not limited to,
    compatibility in hardware, software, electrical and chemical elements.

    4.2 REVIEW AND APPROVAL. Licensee shall consult closely with Credence
    during the product and manufacturing development process of paragraph 4.1. All
    proposed changes made by Licensee to the designs or manufacture of the JVC
    Products shall require the review and prior written approval by Credence before
    being included in the designs or manufacture of the JVC Products by Licensee.
    The review and approval procedure shall be determined by Credence after
    consultation on the matter with Licensee, and shall be set forth in writing.
    Notwithstanding such, Credence shall have at least the opportunity to review and
    approve:

    (i) manufacturing bill of materials and component sourcing;

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    <PAGE>

    (ii) production and assembly process, including manufacturing
    environment;

    (iii) quality control, including test procedures; and

    (iv) packing, shipping and installation process.

    4.3 QUALIFICATION TESTING. In addition to the review and approval
    procedure of paragraph 4.2 above, Credence may further require that any proposed
    changes made by Licensee to the designs or manufacture of the JVC Products to be
    qualified by Credence before being included in the designs or manufacture of the
    JVC Products by Licensee. In such event, the qualification criteria and
    procedures may be the same or comparable to those used by Credence to qualify
    its own products for shipment.

    4.4 LIABILITY. Notwithstanding any review, testing or other action
    taken by Credence pursuant to paragraphs 4.2 and 4.3 above, Licensee shall
    retain all responsibility for the quality of its manufactured JVC Products, and
    Credence shall not be liable to Licensee or any third parties for any defects in
    Licensee manufactured JVC Products, except for defects in any Integrated
    Credence Products included therein.


    ARTICLE 5.
    QUALITY CONTROL

    Licensee shall maintain manufacturing standards at least equal to those
    of Credence in the United States, which standards Licensee acknowledges and is
    familiar with, and any material proposed change involving any alteration in the
    structure, quality or design of the JVC Products and the supplied know-how
    relating thereto, shall be subject to the written approval of Credence.
    Licensee agrees that Credence may, at Credence's expense, visit the
    laboratories, offices and factories of Licensee at reasonable times to observe
    the operations contemplated by this Agreement.

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    <PAGE>

    ARTICLE 6.
    MARKING REQUIREMENTS

    On each item of JVC Products manufactured hereunder, Licensee shall attach
    in a prominent position, suitable to Credence, a stamping, which shall indicate
    that the item has been manufactured under license from Credence.


    ARTICLE 7.
    ROYALTY AND RECORDS

    7.1 ROYALTY. Licensee shall pay to Credence a running royalty
    equivalent to the Royalty Rate (as defined below) of the "net sale price" of the
    JVC Products sold by Licensee to Innotech, and delivered after the Effective
    Date of this Agreement. The net sale price shall mean the invoiced price of the
    JVC Products less the following deductions to the extent included in the
    invoiced price: (i) sales or consumption taxes, import duties and similar
    governmental charges; (ii) packing expenses and storage charges; (iii) freight
    charges including insurance premiums; (iv) invoiced price of returned Product;
    and (v) volume or similar sales discounts to Innotech.

    The "Royalty Rate" shall mean such royalty rates as agreed to by the
    parties hereto in the written supplement hereto from time to time; provided that
    each Royalty Rate shall fall within the range of 1% up to 10%. In the event
    that a Royalty Rate is determined for a certain period of time and if another
    Royalty Rate applicable after the former period is not determined, the former
    Royalty Rate would be applied after such period.

    7.2 PAYMENT OF ROYALTY. Royalties shall be payable in Yen each June and
    December for shipments made during the preceding six (6) months ended May 31 and
    November 30, respectively. At or before the time the royalty payment is made,
    Licensee shall submit to Credence a report setting out the volume of the JVC
    Products manufactured and sold or otherwise distributed by Licensee during the
    relevant six (6) month period, the total net sales price from such transactions,
    and the basis of calculation of royalty.

    7.3 TAXATION. If any Japanese taxes are required to be withheld from
    Licensee's payments to Credence, Licensee shall withhold such amounts, pay the
    same to the appropriate tax authority, and promptly furnish Credence with
    appropriate documentation, including taxation

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    <PAGE>

    receipts, evidencing the amounts so withheld as soon as practicable. The parties
    shall cooperate to make any necessary filings to utilize the lowest withholding
    tax rate available with respect to the Treaty for the Avoidance of Double
    Taxation between Japan and the United States.

    7.4 RECORDS. Licensee shall maintain complete records of the JVC
    Products' sales and make such records available for inspection by Credence from
    time to time to permit Credence to verify the amount of the Royalty payable.

    7.5 ADJUSTMENTS. If the JVC Products' sales in the Territory are a
    dramatic success, the parties will consult and consider a royalty increase or
    other means of allowing Credence to share equitably in the success. If the JVC
    Products' sales in the Territory are dramatically unsuccessful, the parties will
    consult and consider a royalty decrease.


    ARTICLE 8.
    INTELLECTUAL PROPERTY

    8.1 COPYRIGHTS AND PATENTS. Subject to the terms and conditions of
    this Agreement, Credence grants to Licensee an exclusive, nontransferable,
    royalty-bearing license, without right of sub-license, during the term of this
    Agreement, to all Copyrights and Japanese Patents owned by Credence as of the
    Effective Date of this Agreement, for the sole purposes of making, using, and
    selling the JVC Products to Innotech for resale by Innotech in the Territory,
    and to Credence and its affiliates for resale outside the Territory.

    8.2 FUTURE COPYRIGHTS AND PATENTS. Credence grants to Licensee an
    exclusive, nontransferable, royalty-free license, without right of sub-license,
    during the term of this Agreement, to all Copyrights and Japanese Patents
    acquired by Credence subsequent to the Effective Date of this Agreement, for the
    sole purposes of making, using, and selling the JVC Products to Innotech and its
    affiliates for resale by Innotech in the Territory, and to Credence and its
    Affiliates for resale outside the Territory.

    8.3 GRANT-BACK. Licensee shall disclose to Credence any and all
    developments or improvements which Licensee may or does make in the design or
    manufacture of the JVC Products, and grants to Credence an exclusive, royalty-
    free license to make, use and sell products embodying such improvements and
    developments in all countries of the world, with the exception of the Territory,
    for the duration of this Agreement, and to permit and authorize

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    <PAGE>

    Credence to secure in such countries, patents and other industrial property
    rights for Licensee at the sole discretion and expense of Credence.

    8.4 TRADEMARKS. Subject to the terms and conditions of this Agreement,
    Credence grants to Licensee a non-exclusive, royalty-free, and sub-licensable
    license, during the term of this Agreement, to place Credence on the JVC
    Products, and their packaging and documentation produced by or for Licensee;
    provided that Licensee may sub-license such license only to Innotech.

    8.5 MAINTENANCE OF TRADEMARKS. Credence shall register and maintain the
    registration of their Trademarks in the Territory. The Trademarks and all
    goodwill associated therewith will be exclusively owned by Credence. Licensee
    will not apply for registration of any marks substantially similar to any of
    Credence's marks. All uses of the Trademarks will inure solely to Credence, and
    Licensee shall obtain no rights with respect to any of Credence's Trademarks or
    other marks, other than the rights as set forth herein.

    8.6 INFRINGEMENT OF CREDENCE TRADEMARKS BY THIRD PARTIES. Credence and
    Licensee shall take reasonable measures to protect Credence's Trademarks from
    infringement by third parties. If Licensee discovers that such an infringement
    exists, Licensee shall inform Credence of all pertinent details of such, and
    Credence shall determine what action to take. Credence shall bear the cost of
    any prosecution and retain any amounts recovered in such a proceeding. Licensee
    shall provide reasonable cooperation in the event of any such suit.



    ARTICLE 9.
    INDEMNIFICATION

    9.1 INDEMNIFICATION BY CREDENCE FOR COPYRIGHT AND PATENT INFRINGEMENT.
    Credence shall defend, indemnify and hold harmless Licensee, its directors,
    officers, employees and agents against and from any manufacture, sale or use of
    the JVC Products which infringes third party copyright or patent rights to the
    extent such claims are based on Credence's designs, use or methods of
    manufacturing the JVC Products, subject to the condition of paragraph 9.1.1
    below. However, Credence shall have no indemnity obligation with respect to any
    claim resulting from the use of the JVC Products in combination with any other
    products which caused infringement of the third party's copyright or patent.

    9.1.1 CONDITION FOR INDEMNIFICATION. Credence's indemnity
    obligation of this Section 9 is subject to the condition that Licensee gives
    Credence prompt notice, in writing, of the third party infringement claim and an
    opportunity to elect to take over, settle or defend the

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    <PAGE>

    claim through counsel of its own choice and under its sole discretion and at its
    own expense, and make available to Credence all defenses against such actions,
    claims or proceedings, known or available to Licensee.

    9.1.2 RIGHT TO TAKE CORRECTIVE ACTION. If any portion of
    Credence's design of or manufacturing process for the JVC Products is or, in
    Credence's sole opinion, may become the subject of any third party copyright
    or patent claim, or if such a claim is upheld through adjudication, then
    Credence shall, at its option and expense, either modify the design or process
    to correct the liability or obtain a license to permit continued use of the
    infringing design or process.

    9.2 INDEMNIFICATION BY LICENSEE FOR COPYRIGHT AND PATENT INFRINGEMENT.
    Licensee shall defend, indemnify and hold harmless Credence and its affiliates,
    their directors, officers, employees and agents against and from any
    manufacture, sale or use of the JVC Products which infringes third party
    copyright or patent rights to the extent such claims are based on Licensee's
    designs, use or methods of manufacturing the JVC Products, subject to the
    condition of paragraph 9.2.1 below. However, Licensee shall have no indemnity
    obligation with respect to any claim resulting from the use of the JVC Products
    in combination with any other products which caused infringement of the third
    party's copyright or patent.

    9.2.1 CONDITION FOR INDEMNIFICATION. Licensee's indemnity
    obligation of this Section 9 is subject to the condition that Credence or its
    affiliate, as the case may be, gives Licensee prompt notice, in writing, of the
    third party infringement claim and an opportunity to elect to take over, settle
    or defend the claim through counsel of its own choice and under its sole
    discretion and at its own expense, and make available to Licensee all defenses
    against such actions, claims or proceedings, known or available to Credence or
    its affiliate, as the case may be.

    9.2.2 RIGHT TO TAKE CORRECTIVE ACTION. If any portion of
    Licensee's design of or manufacturing process for the JVC Products is or, in
    Licensee's sole opinion, may become the subject of any third party copyright
    or patent claim, or if such a claim is upheld through adjudication, then
    Licensee shall, at its option and expense, either modify the design or process
    to correct the liability or obtain a license to permit continued use of the
    infringing design or process.

    9.3 INFRINGEMENT OF THIRD PARTY MARKS BY CREDENCE. Credence shall
    defend, indemnify and hold harmless Licensee against and from any claims that
    the use of Credence's Trademarks in the marketing and sale of the JVC Products
    infringes third party trademark rights. Credence's indemnity obligation is
    subject to the condition that Licensee gives Credence prompt notice, in writing,
    of the third party claim and gives Credence an opportunity to elect to take
    over, settle or defend the claim through counsel of its own choice and under its
    sole discretion, and make available to Credence all defenses against such
    actions, claims or proceedings, known

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    <PAGE>

    or available to Licensee. If trademark infringement exists or if, in Credence's
    judgment, there is a risk of infringement, Credence may modify Credence's
    Trademarks or substitute new Marks after consulting with Licensee.

    9.4 DISCLAIMER. THE FOREGOING STATES EACH PARTY'S ENTIRE LIABILITY AND
    OBLIGATION (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO
    INTELLECTUAL PROPERTY INFRINGEMENT OR CLAIMS THEREFORE REGARDING ANY OF THE JVC
    PRODUCTS OR TECHNOLOGY DEVELOPED, MANUFACTURED OR SOLD PURSUANT TO THIS
    AGREEMENT.


    ARTICLE 10.
    CONFIDENTIAL OBLIGATIONS

    10.1 CONFIDENTIAL OBLIGATIONS. The parties hereto each covenants and
    agrees, during the term of this Agreement and for a period of five (5) years
    thereafter, on behalf of its Directors, officers, employees and agents to
    maintain in strict confidence and not to make any unauthorized use of the
    Confidential Information (hereinafter defined) received from the other party
    pursuant to this Agreement. The Confidential Information shall be (i) disclosed
    in writing or in other tangible form and clearly marked as confidential at the
    time of disclosure, or (ii) disclosed orally or in other intangible form and
    clearly indicated as confidential at the time of disclosure and, within thirty
    (30) days after such disclosure, followed up with a written notice stating the
    content and nature of such Confidential Information.

    10.2 EXCEPTIONS. The obligations in this Section 10 will not apply to
    any information which (i) is or becomes available to the public other than by
    breach of this Agreement by the receiving party, or (ii) is or has been
    rightfully received by the receiving party from a third party, or disclosed by
    the disclosing party to a third party, without any restrictions as to its use or
    disclosure, or (iii) is or has been independently developed by the receiving
    party.



    ARTICLE 11.
    GOVERNMENT APPROVAL, TAXES


    11.1 REVIEW BY FAIR TRADE COMMISSION. Each party hereto agrees to
    file this Agreement, if required, with the Japan Fair Trade Commission (the
    OJFTCO) and the Japanese

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    <PAGE>

    Ministry of Finance ("MOF"). Licensee shall provide Credence with English
    language translations of all notifications filed in connection with this
    Agreement promptly after such filing. If the JFTC or MOF advises or recommends
    the amendment or deletion of any terms and conditions of, or any addition to,
    this Agreement pursuant to the Law Relating to Prohibition of Private Monopoly
    and Methods of Preserving Fair Trade of Japan and the guidelines promulgated
    thereunder, Licensee shall immediately inform Credence of such advice or
    recommendation and the parties shall negotiate in good faith to modify this
    Agreement in accordance with such advice or recommendation. If the parties do
    not reach agreement within thirty (30) days, either party may terminate this
    Agreement without incurring any further liability or obligation.

    11.2 COMPLIANCE WITH APPLICABLE LAWS. At its own expense, Licensee
    shall make, obtain, and maintain in force at all times during the terms of this
    Agreement, all filings, registrations, reports, licenses, permits and
    authorizations (collectively, "Authorizations") in the Territory in order for
    Licensee to perform its obligations under this Agreement and shall promptly
    forward English translations of such Authorizations to Credence, and Credence
    shall provide Licensee with such assistance as Licensee may reasonably request
    in making or obtaining any such Authorizations.

    11.3 EXPORT CONTROLS. Licensee acknowledges that Credence is subject to
    regulation by agencies of the U.S. government, including the U.S. Department of
    Commerce, which prohibit export or diversion of certain products and technology
    to certain countries. Any and all obligations of Credence to provide technical
    information, technical assistance, any media in which any of the foregoing is
    contained, training and related technical data (collectively, ODataO) shall be
    subject in all respects to such United States laws and regulations as shall from
    time to time govern the license and delivery of technology and products abroad
    by persons subject to the jurisdiction of the United States, including the
    Export Administration Act of 1979, as amended, any successor legislation, and
    the Administration, Bureau of Export Administration. Licensee will not export
    or transfer the Products, Data disclosed or provided by Credence to Licensee, or
    the direct products of such Data if such export or transfer would constitute a
    violation of such United States laws and regulations.


    ARTICLE 12.
    TERM AND TERMINATION

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    <PAGE>

    12.1 TERM. This Agreement shall remain in force for five (5) years from
    its effective date, and will automatically renew year after year on the
    anniversary date of such effective date unless terminated pursuant to this
    Section 12.

    12.2 TERMINATION WITH CAUSE. Either party hereto may terminate this
    Agreement by giving a written notice of termination to the other party upon
    occurrence of any of the following events; provided, however, that the
    termination of this Agreement pursuant to this paragraph 12.2 does not prevent
    claims for damages from the non-liable party for such termination:

    (i) When the other party becomes or is caused to become insolvent or any
    voluntary or involuntary petition in bankruptcy or for corporate reorganization
    is filed by or against the other party, or a receiver is appointed with respect
    to any of the assets of the other party, or liquidation proceeding is commenced
    by or against the other party;

    (ii) When the whole or any substantial part of the business or assets of
    the other party is transferred to a third party by agreement, order of court or
    otherwise; or

    (iii) When the other party defaults in any of the provisions of this
    Agreement and does not make the remedy the default within thirty (30) days after
    a written notice is given requesting to make remedy the default.

    12.3 NON-AUTOMATIC TERMINATION. The termination of the Joint Venture
    Agreement shall not affect the effectiveness of this Agreement unless otherwise
    mutually agreed by Credence and Licensee in writing.

    12.4 EFFECT OF TERMINATION. The provisions of 3.3, 4.4, 7, 9, 10, 11,
    12 and 13 shall survive any termination or expiration of this Agreement. All
    other rights and obligations of the parties under this Agreement shall cease
    upon termination of this Agreement.


    ARTICLE 13.
    GENERAL

    13.1 NO AGENCY. Neither party hereto is the agent of the other for any
    purpose and neither shall so represent itself or allow others to so reasonably
    conclude.

    13.2 ENTIRE AGREEMENT, AMENDMENT. This is the entire Agreement between
    the parties as to the subject matter of this Agreement and no amendment or
    waiver of this Agreement shall be binding unless it is in writing and signed by
    authorized representatives of both parties.

    13.3 ASSIGNMENT. Neither party may assign this Agreement nor any rights
    or benefits hereunder, or delegate any of its duties under this Agreement
    without the prior written consent of


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    <PAGE>

    the other party. Subject to the foregoing sentence, this Agreement will be
    binding upon and inure to the benefit of the parties hereto, their successors
    and assignees.

    13.4 FORCE MAJEURE. If the performance of this agreement or of any
    obligation hereunder, except the payment of the sums and/or royalties, is
    prevented, restricted, or interfered with by reason of force majeure, the party
    so affected, upon giving prompt notice to the other party, shall be excused from
    such performance to the extent of such prevention, restriction, or interference;
    provided that the party so affected shall use its best efforts to avoid or
    remove such causes of nonperformance and shall continue performance hereunder
    with the utmost dispatch whenever such causes are removed.

    13.5 ARBITRATION. All disputes, controversies, or differences which may
    arise between the parties, out of or in relation to or in connection with this
    Agreement, or the breach hereof, which cannot be satisfactorily resolved by the
    parties themselves, shall be finally settled by arbitration pursuant to the
    Japan-American Trade Arbitration Agreement of September 16, 1952, by which each
    party hereto is bound.

    13.6 NOTICES, AUTHORITY. Any communications required by or pursuant to
    this Agreement shall be sent to the respective addresses of the parties set out
    in the preamble of this Agreement. The parties signing below have full power
    and authority to bind their principals.

    13.7 GOVERNING LAW. This agreement shall be construed in accordance
    with and governed by the laws of the State of California and the United States
    of America.

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
    and year first above set forth.


    CREDENCE SYSTEMS CORP. INNOTECH-CREDENCE K.K.

    ______________________________ _________________________________
    W.R. BOTTOMS TYPED NAME:
    CHAIRMAN & CEO PRESIDENT


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    <PAGE>

    - EXHIBIT D -

    DISTRIBUTOR AGREEMENT

    This Agreement is made and entered into this ___________ day of
    _____________________, 1997 by and between INNOTECH CORPORATION, a Japanese
    corporation organized and existing under the laws of Japan with its principal
    place of business located at 2-15-10 Shinyokohama Kouhoku-ku, Yokohama-shi,
    Kanagawa 222, Japan ("Innotech") and INNOTECH-CREDENCE KABUSHIKI KAISHA, a
    Japanese corporation organized and existing under the laws of Japan with its
    principal place of business located at Yokohama-shi, Kanagawa-ken, Japan
    ("ICC").

    WHEREAS, ICC has been established as a joint venture company, pursuant to
    an agreement executed on the 9th day of June 1997 ("Joint Venture Agreement"),
    by and between Innotech and CREDENCE SYSTEMS CORPORATION, a corporation
    organized and existing under the laws of the State of Delaware, with its
    principal place of business located at 215 Fourier Avenue, Fremont, California
    94539 USA ("Credence"), for the purpose of localizing, customizing, developing
    and manufacturing in Japan certain products ("JVC Products"), as defined in the
    Joint Venture Agreement, for resale by Innotech in Japan and Credence outside
    Japan;

    NOW, THEREFORE, in consideration of the mutual covenants contained herein,
    the parties hereto agree as follows:


    ARTICLE 1.
    APPOINTMENT

    ICC hereby appoints Innotech its exclusive distributor in Japan ("Territory"),
    and Innotech hereby accepts such appointment for the sale of JVC Products, as
    listed in Appendix A, in the Territory. Innotech is authorized by the above
    appointment to sell the JVC Products only to customers located in the Territory,
    and Innotech shall refer to ICC all inquiries made from prospective customers
    from outside the Territory.

    The list of JVC Products as set forth in Appendix A may be changed, abandoned
    or added to by mutual written agreement between the parties.

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    <PAGE>

    ARTICLE 2.
    TERM OF AGREEMENT

    This Agreement shall continue in effect for a period of five (5) years from
    the date of its execution and shall automatically renew year after year, unless
    terminated pursuant to Article 15 hereof.


    ARTICLE 3.
    PARTY RESPONSIBILITIES

    3.1 ICC agrees to the following responsibilities under this Agreement.

    3.1.1 ICC shall make every reasonable effort to manufacture quantities
    of the JVC Products sufficient to meet the resale requirements of Innotech,
    based on a monthly forecast given to ICC by Innotech.

    3.1.2 ICC shall make every reasonable effort to satisfy Innotech's
    customer's request for quality of the JVC Products and shall establish a
    quality assurance system and ensure its operation to achieve this purpose. ICC
    shall provide reports in writing about such system upon request from Innotech
    and/or customer.

    3.1.3 ICC shall ensure that an inventory of spare parts be
    maintained for each model of the JVC Products in the Territory for five (5)
    years from the date of the last technical acceptance of such JVC Products by
    customers. ICC shall not terminate such supply during the term of this
    Agreement without written consent of Innotech.

    3.1.4 ICC shall retain and submit to Innotech upon request by Innotech
    any information (including, but not limited to, technical information, data,
    company regulations related to the JVC Products) which are related to Product
    design, Product manufacturing, or Product quality control that are necessary
    for performing Innotech's obligation under the Product Liability Law in the
    Territory at least eleven (11) years after the last shipments of each of the
    JVC Products for Innotech's customers. If any claim, demand, proceeding,
    action arises against Innotech and/or Innotech's customers in relation with
    the JVC Products under the Product Liability Law in the Territory, ICC shall
    cooperate with and support Innotech to execute Innotech's obligations under
    the Product Liability Law in the Territory.

    3.2 INNOTECH agrees to the following responsibilities under this Agreement.

    3.2.1 Innotech shall make every reasonable effort to promote the sale
    and technical support service related to the sales of the JVC Products and
    further shall serve the best interests of ICC in any and all matters in
    accordance with this Agreement.

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    <PAGE>

    3.2.2 Innotech shall refrain from manufacturing or selling products
    which are thought by both ICC and Innotech to directly compete with the JVC
    Products for the duration of this Agreement, provided, however, it is not
    prohibited that Innotech may provide its customer with delivery, service and
    maintenance for directly competitive products if the equipment was supplied to
    such customer prior to the start of this Agreement and Innotech is requested
    to provide the above services by its customer. This prohibition against
    selling competitive products shall not apply, however, to products
    manufactured by Credence and/or its subcontractors, and sold through Innotech
    in the Territory pursuant to an existing distribution agreement between
    Innotech and Credence.

    3.2.3 Innotech agrees to maintain a qualified sales staff sufficient to
    provide for the sales and support of the JVC Products in the Territory.

    3.2.4 Innotech agrees to provide ICC with an Order Forecast at the
    beginning of each month that details the account, product, order value,
    anticipated order date, delivery requirement, and probability of order
    placement with ICC.

    3.2.5 Innotech agrees to provide ICC with a Prospects List (funnel) at
    the beginning of each quarter that projects opportunities for 9-12 months. The
    list will detail the account, product, order value, and anticipated order
    date.

    3.2.6 Innotech or its subsidiary shall provide on-site installation,
    technical and maintenance support in the Territory for Innotech's customers
    during the Warranty Period (defined in Article 13 hereof) and after the
    Warranty Period upon customer's request.

    ARTICLE 4.
    PRICE AND PRICE CHANGES

    4.1 PRICE. Innotech agrees to pay ICC for the JVC Products purchased
    hereunder in accordance with price schedules or bulletins supplied by ICC and
    accepted by Innotech from time to time. The presently applicable schedule is
    attached hereto as Appendix B.

    4.2 PRICE CHANGES. ICC shall give Innotech at least ninety (90) days written
    notice prior to any price change which may be made by ICC; provided that, in
    case of price increase, notwithstanding the provision provided above, any order
    placed by Innotech to ICC and accepted by ICC prior to the effective date of
    such price increase will not be affected with such price change.


    ARTICLE 5.
    ORDERS

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    <PAGE>

    5.1 QUOTATIONS, ORDERS, ACCEPTANCE. ICC will generate price and delivery
    quotations for the JVC Products to Innotech. Product shipment information must
    be confirmed by ICC prior to Innotech making a written or verbal commitment or
    accepting an order from a customer.

    5.2 RECORDS. Innotech will maintain a file of all quotations, proposals, and
    purchase orders which shall be available to ICC for review upon reasonable
    request.

    5.3 TAXES. All taxes shall be set forth separately on the face of the order
    acknowledgment. Failure of ICC to so set forth any of these items shall relieve
    Innotech from the obligation to pay such amounts. In lieu of the imposition of
    any particular tax, Innotech may, where applicable, provide a tax exemption
    certificate to ICC in a form acceptable to the taxing authorities.


    ARTICLE 6.
    TERMS OF PAYMENT

    The terms of payment and applicable discounts shall be as provided in Appendix
    A attached hereto. In case a JVC Product does not meet specifications which
    have been committed by mutual agreement and Innotech does not obtain customer
    acceptance due to an engineering problem of the machine, payment to ICC shall be
    adjusted accordingly. If payment has been made by Innotech to ICC on that JVC
    Product, the next payment shall be adjusted accordingly.


    ARTICLE 7.
    DELIVERY

    7.1 GENERAL. ICC shall make every reasonable effort to fill all orders
    promptly upon acceptance thereof. However, if conditions beyond the control of
    ICC arise which prevent compliance with normal delivery schedules, ICC shall not
    be liable for damages, general, special or otherwise arising from such delivery
    delay.

    All sales are made F.O.B. point of shipment, ICC facility in Machida-shi,
    Tokyo, Japan. Innotech shall have the right to select the carrier of its
    choice. Unless written instructions from Innotech specifying the method of
    shipment to be used have been received by ICC, ICC will exercise its own
    discretion with respect to manner of shipment and insurance to be used.

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    <PAGE>

    7.2 RISK OF LOSS. ICC shall retain title and bear the risk of loss until
    such time as a shipment has been placed on board the carrier at the factory, at
    which time title shall pass to Innotech and the risk of loss shall be borne by
    Innotech.


    ARTICLE 8.
    CONFIDENTIALITY

    During the term of this Agreement and for two (2) years thereafter, both
    parties hereto agree not to disclose to any third party nor to use for its own
    benefits (except in performing its duties hereunder) any information disclosed
    by the other party hereunder (hereinafter referred to as "CONFIDENTIAL
    INFORMATION") which is (i) of a confidential nature and (ii) disclosed in
    writing or other tangible form and clearly marked as "Confidential" or promptly
    reduced to writing and clearly designated as "Confidential" if first transmitted
    orally.

    The obligation described herein shall not apply to any information (i) which
    is generally known to the public, or (ii) which subsequently becomes generally
    known to the public through no fault of the receiving party, or (iii) which has,
    at the time of disclosure thereof, been in the possession of the receiving
    party, or (iv) which may subsequently be rightfully obtained by the receiving
    party from a third party without confidential restriction, or (v) which may
    subsequently be developed by the receiving party independently of the
    CONFIDENTIAL INFORMATION.


    ARTICLE 9.
    PATENTS, TRADE MARKS, INDEMNITY

    9.1 USE. During the term of this Agreement, ICC grants to Innotech the right
    to use ICC's trade mark or trade name without charge only for the purposes of
    sales or sales promotion of JVC Products.

    9.2 RETENTION. Innotech recognizes that ICC retains all rights to patents,
    copyrights, trademarks, trade names, other marketing names and trade secrets.
    Copying or reproduction of any portion of the JVC Products by Innotech without
    the written approval of ICC is expressly prohibited.

    9.3 PRODUCTS. Products marketed by Innotech shall be sold only in the forms
    shipped by ICC, and Innotech shall not alter, modify or change any system or its
    package or use any trademark of Innotech on any Product without the prior
    written consent of ICC. Innotech agrees that it shall not include any parts in
    JVC Products except parts supplied by ICC, without the prior

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    <PAGE>

    written consent of ICC. If ICC consents to any alteration, modification or
    change in any Product or to the use of any non-ICC part, Innotech shall provide
    and pay for a) all costs incurred thereby, b) all related warranty service and
    c) all long-term maintenance service. Innotech shall be responsible for any
    claim of patent or copyright infringement or for any claim under the product
    liability law in the Territory, which result from such Innotech's alteration,
    modification or change in any Product or the use of any non-ICC part.

    9.4 INDEMNIFICATION. ICC shall indemnify Innotech against claims of
    infringement of any patent or copyright brought by any third party in accordance
    with the Patents and Copyrights statement in Appendix E. The term "Seller" used
    in such statements shall mean ICC, and the term "Buyer" used in such statements
    shall be interpreted to include both Innotech and Innotech's customers.


    ARTICLE 10.
    ADVERTISING

    ICC shall supply reasonable quantities of materials such as catalogs,
    brochures of new JVC Products, and reprints of its advertising materials at no
    charge to Innotech. Innotech shall have the right to conduct advertising
    campaigns with respect to the JVC Products but shall be required to obtain an
    approval of ICC prior to releasing the same. Innotech agrees to refrain from
    making any claims or representations concerning the JVC Products in excess of
    those made by ICC.

    ICC and Innotech may jointly conduct advertising and/or sales promotion in the
    Territory with respect to the JVC Products upon mutual agreement.


    ARTICLE 11.
    WARRANTIES

    Products are warranted in accordance with ICC's standard Hardware and Software
    Warranties set forth in Appendix F. The warranty period determined in Appendix F
    begins upon completion of installation procedures, including customers'
    acceptance, at the customer site. The warranty services for the JVC Products
    during the warranty period shall be provided by Innotech to customers directly.

    ARTICLE 12.

    6

    <PAGE>

    PRODUCT LIABILITY

    If, under the product liability law in the Territory, any claim is made or any
    suit or action is instituted against Innotech and/or Innotech's customers
    arising out of or otherwise in connection with any defect or alleged defects of
    the JVC Products supplied by ICC to Innotech under this Agreement, ICC shall, at
    its own expenses and upon request of lnnotech:

    (i) investigate or research the causes of accidents, occurrences, injuries
    or losses affecting any person or property as a result of the manner in which
    the JVC Products are designed, manufactured, treated, fabricated, constructed,
    packaged, labeled, delivered, sold or used, and use its every reasonable
    effort to correct or eliminate such causes within a reasonable period; and

    (ii) support Innotech's recall, repair, replacement in whole or in part or
    research into the need to recall any JVC Products supplied by ICC to Innotech in
    the event that such recall is required by law or is considered necessary or
    prudent by mutual agreement of Innotech and ICC, and indemnify and hold harmless
    Innotech from and against all costs and expenses of any kind whatsoever arising
    out of or in connection with such recall, repair, replacement and/or research;
    and

    (iii) provide to Innotech any and all assistance (including, without
    limitation, technical and other information, documents, data, materials and
    witnesses) which are, in the opinion of Innotech or its counsel, necessary or
    useful for Innotech's defense to such claim, suit or action in relation to the
    JVC Products supplied by ICC to Innotech hereunder.

    (iv) If a succession of claims are made, or a succession of suits or actions
    are instituted (whether or not they are against Innotech, and whether or not
    they are made or instituted in the Territory) in relation to a product
    manufactured by ICC which is the same as or similar to the JVC Products supplied
    by ICC to Innotech hereunder, then notwithstanding anything else in this
    Agreement; (1) ICC shall, at the request of Innotech, stop delivery of the JVC
    Products to Innotech; and (2) Innotech shall have no obligation to purchase or
    take delivery of the JVC Products, until ICC can establish to Innotech's
    complete satisfaction that: (a) the JVC Products arc free from defects in
    materials, design, workmanship, manufacture, treatment, fabrication,
    construction, packaging, instruction manuals, labeling, warnings or otherwise;
    or (b) all such defects have been completely corrected or eliminated.

    (v) If ICC is unable to satisfy Innotech in such manner as stipulated in
    subsection (iv) above within a ninety (90) days period, lnnotech may terminate
    this Agreement by written notice with immediate effect. Upon termination,
    Innotech shall have no obligation to purchase or accept delivery of any JVC
    Products remaining undelivered under this Agreement, and ICC shall, upon
    Innotech's request, buy back from Innotech any and all JVC Products and parts
    thereof then

    7

    <PAGE>

    in Innotech's inventory. The re-purchase price for such JVC Products shall
    include the original purchase price in Japanese Yen paid by Innotech to ICC,
    plus freight costs, import duty and customs clearance charges paid on such JVC
    Products.


    ARTICLE 13.
    EXPORT

    13.1 Innotech will not export JVC Products, and will not sell JVC Products to
    others who might export JVC Products outside the Territory except as authorized
    by the appropriate U.S. and Japanese export authorities.

    13.2 The Export Administration Regulations of the U.S. Department of Commerce
    (the "Regulations") permit the exportation from the U.S. under General License
    GTDR, technical data relating to certain commodities or direct JVC Products of
    such technical data, provided the exporter has obtained certain written
    assurances from the foreign importer. Accordingly, to facilitate the furnishing
    of data under this agreement, Innotech hereby gives its assurance that unless
    prior authorization is obtained form the U.S. Bureau of Export Administration,
    Innotech will not knowingly export or sell to any party which might export from
    the Territory, directly or indirectly, to any country any such technical data or
    JVC Products except as permitted by the Regulations.


    ARTICLE 14.
    CHANGE OF BUSINESS NAME OR ACTIVITIES

    Either party shall immediately notify the other party of any change of its
    firm's name, address or representative, or of any significant change in its
    business activities.

    8

    <PAGE>

    ARTICLE 15.
    TERMINATION

    15.1 GENERAL.

    15.1.1 This Agreement may be terminated (i) by an agreement in writing
    duly signed by the parties hereto, or (ii) by either party at will, with or
    without cause, upon not less than ninety (90) days written notice, given by
    registered or certified mail to the other party; provided, however, that
    neither party hereto shall, by reason of the termination of this Agreement
    pursuant to this Article 15.1.1, be liable to the other for compensation,
    reimbursement or damages on account of the loss of prospective profits on
    anticipated sales, or on account of expenditures, investments, leases or
    commitments in connection with the business or good will of ICC or Innotech,
    or otherwise.

    15.1.2 Either party hereto may terminate this Agreement by giving a
    written notice of termination to the other party upon occurrence of any of the
    following events; provided, however, that the termination of this Agreement
    pursuant to this Article 15.1.2 doesn't prevent claims for damages from the
    unliable party for such termination:

    (i) When the other party becomes or is caused to become insolvent or
    any voluntary or involuntary petition in bankruptcy or for corporate
    reorganization is filed by or against the other party, or a receiver is
    appointed with respect to any of the assets of the other party, or liquidation
    proceeding is commenced by or against the other party, and such proceeding is
    not discharged within sixty (60) days;

    (ii) When the whole or any substantial part of the business or assets
    of the other party is transferred to a third party by agreement, order of
    court or otherwise; or

    (iii) When the other party defaults in payment for the JVC Products or
    otherwise defaults in any of the provisions of this Agreement and does not make
    the payment or remedy the default within thirty (30) days after a written notice
    is given requesting to make the payment or remedy the default.

    15.2 SALES AFTER TERMINATION. The acceptance of any order from or the sale
    of any JVC Products to Innotech after the termination of this Agreement shall
    not be construed as a renewal or extension hereof nor as a waiver of
    termination.

    15.3 TRADE NAMES. If during the term of this Agreement, Innotech uses signs
    containing the name of ICC or uses any trade name, trademark, or the listing of
    ICC's name in any telephone book, directory, public record or elsewhere,
    Innotech, regardless of the cause of termination of this Agreement, will take
    all reasonable and necessary steps to discontinue any use of the aforementioned
    in any manner whatsoever and cause the removal of ICC's name from any such
    listing.

    9

    <PAGE>

    15.4 INVENTORY BUY-BACK. In the event ICC terminates this Agreement for its
    convenience, rather than as a result of Innotech's default or insolvency, or
    Innotech terminates this Agreement as a result of ICC's default or insolvency,
    ICC shall buy back from Innotech any and all JVC Products and part thereof
    purchased by Innotech then in Innotech's inventory.

    The re-purchase price for such JVC Products shall include the original
    purchase price in Japanese Yen paid by Innotech to ICC, plus freight costs,
    import duty and customs clearance charges paid on such JVC Products.

    In the event that ICC terminates this Agreement as a result of Innotech's
    insolvency, or its default of obligations hereunder or if Innotech terminates
    this Agreement for any reason excluding as a result of ICC's defaults or
    insolvency, ICC shall have first right of purchase, but no obligation to
    repurchase any of its JVC Products from Innotech.

    15.5 EFFECT OF TERMINATION. Article 3.1.4, Article 8, Article 9.4, Article
    11, Article 12, Article 15, Article 16, Article 17 and Article 18 shall survive
    and continue to be effective after the termination of this Agreement.


    ARTICLE 16.
    ARBITRATION

    All disputes, controversies, or differences which may arise between the
    parties, out of or in relation to or in connection with this Agreement or the
    breach hereof, which cannot be satisfactorily resolved by the parties
    themselves, shall be finally settled by arbitration held in Tokyo, Japan by the
    Japan Commercial Arbitration Association, by which each party hereto is bound.


    ARTICLE 17.
    GOVERNING LAW

    This Agreement shall be construed in accordance with and governed by the
    laws of the country of Japan.

    10

    <PAGE>

    ARTICLE 18.
    MISCELLANEOUS

    18.1 FORCE MAJEURE. If performance of any part of this Agreement or
    individual contracts of sale hereunder is interfered with for any length of time
    by governmental restrictions, war, civil commotions, riots, strike, lock out, or
    Acts of God such as typhoon, earthquake, flood, fire or any other similar or
    dissimilar causes which are beyond the control of the parties, the party so
    affected shall not be responsible for delay or failure of performance of this
    Agreement or such individual contracts of sale for such length of time.

    18.2 ASSIGNMENT. This Agreement is not assignable or transferable by either
    party in whole or in part, except with the written consent of the other party.
    However, this Agreement shall not prohibit its assignment or transfer to wholly
    owned subsidiaries or divisions of Innotech.

    18.3 WAIVER. Any failure of either party to enforce any of the provisions of
    this Agreement or to exercise any right hereunder shall not constitute a waiver
    of same or prejudice its right to enforce the same thereafter.

    18.4 NOTICES. Any notices provided for under this Agreement shall be deemed
    effective when delivered in person or seven (7) days after deposit in the mail
    by registered or certified mail postage prepaid and addressed to the party
    listed in the introduction of this Agreement, or to such different address as
    either party may designate in writing to the other pursuant to this Article
    18.4.

    18.5 RELATIONSHIP OF PARTIES. The parties hereto agree that Innotech shall
    operate as an independent contractor and not as an agent or employee of ICC.
    Innotech has no express or implied authorization to incur any obligation or in
    any manner otherwise make any commitments on behalf of ICC.

    Innotech shall employ its own personnel and shall be responsible for them and
    their acts and in no way shall ICC be liable to Innotech, its employees or third
    parties for any losses, injuries, damages or the like occasioned by Innotech's
    activities in connection with this Agreement, except as expressly provided
    herein.

    18.6 SOFTWARE INCORPORATED IN THE JVC PRODUCTS. Innotech understands that
    the JVC Products may include computer software which is subject to protection
    under copyright laws of the United States, Japan and other jurisdictions.
    Innotech is authorized to distribute this software only as a part of the JVC
    Products.

    18.7 ENTIRE AGREEMENT. This Agreement (including all attachments referenced
    herein) sets forth the entire agreement between the parties hereto with respect
    to the subject matter hereof, and supersedes all previous and contemporaneous
    agreement, negotiations,

    11

    <PAGE>

    representations and commitments in respect of the subject matter hereof. This
    Agreement shall not be changed or modified in any manner, except by mutual
    consent in writing of subsequent date signed by duly authorized representatives
    of both parties hereto.

    18.8 BINDING EFFECT. This Agreement shall be binding upon and inure to the
    benefit of the parties hereto and their respective successors and assignees.
    Both parties hereto acknowledge that the branches, subsidiaries and affiliates
    of ICC shall be bound by this Agreement.

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
    day and year set forth first above.


    INNOTECH CORPORATION INNOTECH-CREDENCE K.K.

    _______________________ ________________________________________________
    LARRY M. YOSHIDA TYPED NAME:
    PRESIDENT & C.E.O. PRESIDENT
    .

    <PAGE>

    - EXHIBIT E -

    DISTRIBUTOR AGREEMENT

    This Agreement is made and entered into this ___________ day of
    _____________________, 1997 by and between CREDENCE SYSTEMS CORPORATION, a
    corporation organized and existing under the laws of the State of Delaware, with
    its principal place of business located at 215 Fourier Avenue, Fremont,
    California 94539 USA ("Credence") and INNOTECH-CREDENCE KABUSHIKI KAISHA, a
    Japanese corporation organized and existing under the laws of Japan with its
    principal place of business located at Yokohama-shi, Kanagawa-ken, Japan
    ("ICC").

    WHEREAS, ICC has been established as a joint venture company, pursuant to
    an agreement executed on the 9th day of June 1997 ("Joint Venture Agreement"),
    by and between Credence and INNOTECH CORPORATION, a corporation organized and
    existing under the laws of Japan with its principal place of business located at
    2-15-10 Shinyokohama, Kouhoku-ku, Yokohama-shi, Kanagawa 222, Japan
    ("Innotech"), for the purpose of localizing, customizing, developing and
    manufacturing in Japan certain products ("JVC Products"), as defined in the
    Joint Venture Agreement, for resale by Innotech in Japan and Credence outside
    Japan;

    NOW, THEREFORE, in consideration of the mutual covenants contained herein,
    the parties hereto agree as follows:


    ARTICLE 1.
    APPOINTMENT

    ICC hereby appoints Credence its exclusive distributor outside of Japan
    ("Territory"), and Credence hereby accepts such appointment for the sale of JVC
    Products, as listed in Appendix A, in the Territory. Credence is authorized by
    the above appointment to sell the JVC Products only to customers located in the
    Territory, and Credence shall refer to ICC all inquiries made from prospective
    customers from outside the Territory.

    The list of JVC Products as set forth in Appendix A may be changed, abandoned
    or added to by mutual written agreement between the parties.

    1

    <PAGE>

    ARTICLE 2.
    TERM OF AGREEMENT

    This Agreement shall continue in effect for a period of five (5) years from
    the date of its execution and shall automatically renew year after year, unless
    terminated pursuant to Article 15 hereof.


    ARTICLE 3.
    PARTY RESPONSIBILITIES

    3.1 ICC agrees to the following responsibilities under this Agreement.

    3.1.1 ICC shall make every reasonable effort to manufacture quantities
    of the JVC Products sufficient to meet the resale requirements of Credence,
    based on a monthly forecast given to ICC by Credence.

    3.1.2 ICC shall make every reasonable effort to satisfy Credence's
    customer's request for quality of the JVC Products and shall establish a
    quality assurance system and ensure its operation to achieve this purpose. ICC
    shall provide reports in writing about such system upon request from Credence
    and/or customer.

    3.1.3 ICC shall ensure that an inventory of spare parts be
    maintained for each model of the JVC Products in the Territory for five (5)
    years from the date of the last technical acceptance of such JVC Products by
    customers. ICC shall not terminate such supply during the term of this
    Agreement without written consent of Credence.

    3.1.4 ICC shall retain and submit to Credence upon request by Credence
    any information (including, but not limited to, technical information, data,
    company regulations related to the JVC Products) which are related to Product
    design, Product manufacturing, or Product quality control that are necessary
    for performing Credence's obligation under the Product Liability Law in the
    Territory at least eleven (11) years after the last shipments of each of the
    JVC Products for Credence's customers. If any claim, demand, proceeding,
    action arises against Credence and/or Credence's customers in relation with
    the JVC Products under the Product Liability Law in the Territory, ICC shall
    cooperate with and support Credence to execute Credence's obligations under
    the Product Liability Law in the Territory.

    3.2 CREDENCE agrees to the following responsibilities under this Agreement.

    2

    <PAGE>

    3.2.1 Credence shall make every reasonable effort to promote the sale
    and technical support service related to the sales of the JVC Products and
    further shall serve the best interests of ICC in any and all matters in
    accordance with this Agreement.

    3.2.2 Credence agrees to maintain a qualified sales staff sufficient to
    provide for the sales and support of the JVC Products in the Territory.

    3.2.3 Credence agrees to provide ICC with an Order Forecast by the
    middle of each month that details the account, product, order value,
    anticipated order date, delivery requirement, and probability of order
    placement with ICC.

    3.2.4 Credence agrees to provide ICC with a Prospects List (funnel) in
    the first month of each quarter that projects opportunities for 9-12 months.
    The list will detail the account, product, order value, and anticipated order
    date.

    3.2.5 Credence or its subcontractor shall provide on-site installation,
    technical and maintenance support in the Territory for Credence's customers
    during the Warranty Period (defined in Article 13 hereof) and after the
    Warranty Period upon customer's request.


    ARTICLE 4.
    PRICE AND PRICE CHANGES

    4.1 PRICE. Credence agrees to pay ICC for the JVC Products purchased
    hereunder in accordance with price schedules or bulletins supplied by ICC and
    accepted by Credence from time to time. The presently applicable schedule is
    attached hereto as Appendix B.

    4.2 PRICE CHANGES. ICC shall give Credence at least ninety (90) days written
    notice prior to any price change which may be made by ICC; provided that, in
    case of price increase, notwithstanding the provision provided above, any order
    placed by Credence to ICC and accepted by ICC prior to the effective date of
    such price increase will not be affected with such price change.


    ARTICLE 5.
    ORDERS

    5.1 QUOTATIONS, ORDERS, ACCEPTANCE. ICC will generate price and delivery
    quotations for the JVC Products to Credence. Product shipment information must
    be confirmed by ICC prior to Credence making a written or verbal commitment or
    accepting an order from a customer.

    3

    <PAGE>

    5.2 RECORDS. Credence will maintain a file of all quotations, proposals, and
    purchase orders which shall be available to ICC for review upon reasonable
    request.

    5.3 TAXES. All taxes shall be set forth separately on the face of the order
    acknowledgment. Failure of ICC to so set forth any of these items shall relieve
    Credence from the obligation to pay such amounts. In lieu of the imposition of
    any particular tax, Credence may, where applicable, provide a tax exemption
    certificate to ICC in a form acceptable to the taxing authorities.


    ARTICLE 6.
    TERMS OF PAYMENT

    The terms of payment and applicable discounts shall be as provided in Appendix
    A attached hereto. In case a JVC Product does not meet specifications which
    have been committed by mutual agreement and Credence does not obtain customer
    acceptance due to an engineering problem of the machine, payment to ICC shall be
    adjusted accordingly. If payment has been made by Credence to ICC on that JVC
    Product, the next payment shall be adjusted accordingly.


    ARTICLE 7.
    DELIVERY

    7.1 GENERAL. ICC shall make every reasonable effort to fill all orders
    promptly upon acceptance thereof. However, if conditions beyond the control of
    ICC arise which prevent compliance with normal delivery schedules, ICC shall not
    be liable for damages, general, special or otherwise arising from such delivery
    delay.

    All sales are made F.O.B. point of shipment, ICC facility in Machida-shi,
    Tokyo, Japan. Credence shall have the right to select the carrier of its
    choice. Unless written instructions from Credence specifying the method of
    shipment to be used have been received by ICC, ICC will exercise its own
    discretion with respect to manner of shipment and insurance to be used.

    7.2 RISK OF LOSS. ICC shall retain title and bear the risk of loss until
    such time as a shipment has been placed on board the carrier at the factory, at
    which time title shall pass to Credence and the risk of loss shall be borne by
    Credence.

    ARTICLE 8.

    4

    <PAGE>

    CONFIDENTIALITY

    During the term of this Agreement and for two (2) years thereafter, both
    parties hereto agree not to disclose to any third party nor to use for its own
    benefits (except in performing its duties hereunder) any information disclosed
    by the other party hereunder (hereinafter referred to as "CONFIDENTIAL
    INFORMATION") which is (i) of a confidential nature and (ii) disclosed in
    writing or other tangible form and clearly marked as "Confidential" or promptly
    reduced to writing and clearly designated as "Confidential" if first transmitted
    orally.

    The obligation described herein shall not apply to any information (i) which
    is generally known to the public, or (ii) which subsequently becomes generally
    known to the public through no fault of the receiving party, or (iii) which has,
    at the time of disclosure thereof, been in the possession of the receiving
    party, or (iv) which may subsequently be rightfully obtained by the receiving
    party from a third party without confidential restriction, or (v) which may
    subsequently be developed by the receiving party independently of the
    CONFIDENTIAL INFORMATION.


    ARTICLE 9.
    TRADE MARKS, TRADE NAME, INDEMNITY

    9.1 PRODUCTS. Products marketed by Credence shall be sold only in the forms
    shipped by ICC, and Credence shall not alter, modify or change any system or its
    package or use any trademark of Credence on any Product without the prior
    written consent of ICC. Credence agrees that it shall not include any parts in
    JVC Products except parts supplied by ICC, without the prior written consent of
    ICC. If ICC consents to any alteration, modification or change in any Product
    or to the use of any non-ICC part, Credence shall provide and pay for a) all
    costs incurred thereby, b) all related warranty service and c) all long-term
    maintenance service. Credence shall be responsible for any claim of patent or
    copyright infringement or for any claim under the product liability law in the
    Territory, which result from such Credence's alteration, modification or change
    in any Product or the use of any non-ICC part.

    9.2 INDEMNIFICATION. ICC shall indemnify Credence against claims of
    infringement of any patent or copyright brought by any third party in accordance
    with the Patents and Copyrights statement in Appendix E. The term "Seller" used
    in such statements shall mean ICC, and the term "Buyer" used in such statements
    shall be interpreted to include both Credence and Credence's customers.

    5

    <PAGE>

    ARTICLE 10.
    ADVERTISING

    ICC shall supply reasonable quantities of materials such as catalogs,
    brochures of new JVC Products, and reprints of its advertising materials at no
    charge to Credence. Credence shall have the right to conduct advertising
    campaigns with respect to the JVC Products but shall be required to obtain an
    approval of ICC prior to releasing the same. Credence agrees to refrain from
    making any claims or representations concerning the JVC Products in excess of
    those made by ICC.

    ICC and Credence may jointly conduct advertising and/or sales promotion in the
    Territory with respect to the JVC Products upon mutual agreement.


    ARTICLE 11.
    WARRANTIES

    Products are warranted in accordance with ICC's standard Hardware and Software
    Warranties set forth in Appendix F. The warranty period determined in Appendix F
    begins upon completion of installation procedures, including customers'
    acceptance, at the customer site. The warranty services for the JVC Products
    during the warranty period shall be provided by Credence to Credence's
    customers.


    ARTICLE 12.
    PRODUCT LIABILITY

    If, under the product liability law in the Territory, any claim is made or any
    suit or action is instituted against Credence and/or Credence's customers
    arising out of or otherwise in connection with any defect or alleged defects of
    the JVC Products supplied by ICC to Credence under this Agreement, ICC shall, at
    its own expenses and upon request of Credence:

    (i) investigate or research the causes of accidents, occurrences, injuries or
    losses affecting any person or property as a result of the manner in which the
    JVC Products are designed, manufactured, treated, fabricated, constructed,
    packaged, labeled, delivered, sold or used, and use its every reasonable effort
    to correct or eliminate such causes within a reasonable period; and

    6

    <PAGE>

    (ii) support Credence's recall, repair, replacement in whole or in part or
    research into the need to recall any JVC Products supplied by ICC to Credence in
    the event that such recall is required by law or is considered necessary or
    prudent by mutual agreement of Credence and ICC, and indemnify and hold harmless
    Credence from and against all costs and expenses of any kind whatsoever arising
    out of or in connection with such recall, repair, replacement and/or research;
    and

    (iii) provide to Credence any and all assistance (including, without
    limitation, technical and other information, documents, data, materials and
    witnesses) which are, in the opinion of Credence or its counsel, necessary or
    useful for Credence's defense to such claim, suit or action in relation to the
    JVC Products supplied by ICC to Credence hereunder.

    (iv) If a succession of claims are made, or a succession of suits or actions
    are instituted (whether or not they are against Credence, and whether or not
    they are made or instituted in the Territory) in relation to a product
    manufactured by ICC which is the same as or similar to the JVC Products supplied
    by ICC to Credence hereunder, then notwithstanding anything else in this
    Agreement; (1) ICC shall, at the request of Credence, stop delivery of the JVC
    Products to Credence; and (2) Credence shall have no obligation to purchase or
    take delivery of the JVC Products, until ICC can establish to Credence's
    complete satisfaction that: (a) the JVC Products arc free from defects in
    materials, design, workmanship, manufacture, treatment, fabrication,
    construction, packaging, instruction manuals, labeling, warnings or otherwise;
    or (b) all such defects have been completely corrected or eliminated.

    (v) If ICC is unable to satisfy Credence in such manner as stipulated in
    subsection (iv) above within a ninety (90) days period, Credence may terminate
    this Agreement by written notice with immediate effect. Upon termination,
    Credence shall have no obligation to purchase or accept delivery of any JVC
    Products remaining undelivered under this Agreement, and ICC shall, upon
    Credence's request, buy back from Credence any and all JVC Products and parts
    thereof then in Credence's inventory. The re-purchase price for such JVC
    Products shall include the original purchase price in Japanese Yen paid by
    Credence to ICC, plus freight costs, import duty and customs clearance charges
    paid on such JVC Products.


    ARTICLE 13.
    CHANGE OF BUSINESS NAME OR ACTIVITIES

    Either party shall immediately notify the other party of any change of its
    firm's name, address or representative, or of any significant change in its
    business activities.

    7

    <PAGE>

    ARTICLE 14.
    TERMINATION

    14.1 GENERAL.

    14.1.1 This Agreement may be terminated (i) by an agreement in writing
    duly signed by the parties hereto, or (ii) by either party at will, with or
    without cause, upon not less than ninety (90) days written notice, given by
    registered or certified mail to the other party; provided, however, that
    neither party hereto shall, by reason of the termination of this Agreement
    pursuant to this Article 14.1.1, be liable to the other for compensation,
    reimbursement or damages on account of the loss of prospective profits on
    anticipated sales, or on account of expenditures, investments, leases or
    commitments in connection with the business or good will of ICC or Credence,
    or otherwise.

    14.1.2 Either party hereto may terminate this Agreement by giving a
    written notice of termination to the other party upon occurrence of any of the
    following events; provided, however, that the termination of this Agreement
    pursuant to this Article 14.1.2 doesn't prevent claims for damages from the
    unliable party for such termination:

    (i) When the other party becomes or is caused to become insolvent or
    any voluntary or involuntary petition in bankruptcy or for corporate
    reorganization is filed by or against the other party, or a receiver is
    appointed with respect to any of the assets of the other party, or liquidation
    proceeding is commenced by or against the other party, and such proceeding is
    not discharged within sixty (60) days;

    (ii) When the whole or any substantial part of the business or assets
    of the other party is transferred to a third party by agreement, order of
    court or otherwise; or

    (iii) When the other party defaults in payment for the JVC Products or
    otherwise defaults in any of the provisions of this Agreement and does not make
    the payment or remedy the default within thirty (30) days after a written notice
    is given requesting to make the payment or remedy the default.

    14.2 SALES AFTER TERMINATION. The acceptance of any order from or the sale
    of any JVC Products to Credence after the termination of this Agreement shall
    not be construed as a renewal or extension hereof nor as a waiver of
    termination.

    14.3 TRADE NAMES. If during the term of this Agreement, Credence uses signs
    containing the name of ICC or uses any trade name, trademark, or the listing of
    ICC's name in any telephone book, directory, public record or elsewhere,
    Credence, regardless of the cause of termination of this Agreement, will take
    all reasonable and necessary steps to discontinue any use

    8

    <PAGE>

    of the aforementioned in any manner whatsoever and cause the removal of ICC's
    name from any such listing.

    14.4 INVENTORY BUY-BACK. In the event ICC terminates this Agreement for its
    convenience, rather than as a result of Credence's default or insolvency, or
    Credence terminates this Agreement as a result of ICC's default or insolvency,
    ICC shall buy back from Credence any and all JVC Products and part thereof
    purchased by Credence then in Credence's inventory.

    The re-purchase price for such JVC Products shall include the original
    purchase price in Japanese Yen paid by Credence to ICC, plus freight costs,
    import duty and customs clearance charges paid on such JVC Products.

    In the event that ICC terminates this Agreement as a result of Credence's
    insolvency, or its default of obligations hereunder or if Credence terminates
    this Agreement for any reason excluding as a result of ICC's defaults or
    insolvency, ICC shall have first right of purchase, but no obligation to
    repurchase any of its JVC Products from Credence.

    14.5 EFFECT OF TERMINATION. Article 3.1.4, Article 8, Article 9.4, Article
    11, Article 12, Article 14, Article 15, Article 16 and Article 17 shall survive
    and continue to be effective after the termination of this Agreement.


    ARTICLE 15.
    ARBITRATION

    All disputes, controversies, or differences which may arise between the
    parties, out of or in relation to or in connection with this Agreement or the
    breach hereof, which cannot be satisfactorily resolved by the parties
    themselves, shall be finally settled by arbitration pursuant to the Japan -
    American Trade Arbitration Agreement of September 16, 1952, by which each party
    hereto is bound. The arbitration shall be held in Tokyo, Japan or any other
    convenient location mutually agreed upon by the parties.


    ARTICLE 16.
    GOVERNING LAW

    This Agreement shall be construed in accordance with and governed by the laws
    of the country of Japan.

    9

    <PAGE>

    ARTICLE 17.
    MISCELLANEOUS

    17.1 FORCE MAJEURE. If performance of any part of this Agreement or
    individual contracts of sale hereunder is interfered with for any length of time
    by governmental restrictions, war, civil commotions, riots, strike, lock out, or
    Acts of God such as typhoon, earthquake, flood, fire or any other similar or
    dissimilar causes which are beyond the control of the parties, the party so
    affected shall not be responsible for delay or failure of performance of this
    Agreement or such individual contracts of sale for such length of time.

    17.2 ASSIGNMENT. This Agreement is not assignable or transferable by either
    party in whole or in part, except with the written consent of the other party.
    However, this Agreement shall not prohibit its assignment or transfer to wholly
    owned subsidiaries or divisions of Credence.

    17.3 WAIVER. Any failure of either party to enforce any of the provisions of
    this Agreement or to exercise any right hereunder shall not constitute a waiver
    of same or prejudice its right to enforce the same thereafter.

    17.4 NOTICES. Any notices provided for under this Agreement shall be deemed
    effective when delivered in person or seven (7) days after deposit in the mail
    by registered or certified mail postage prepaid and addressed to the party
    listed in the introduction of this Agreement, or to such different address as
    either party may designate in writing to the other pursuant to this Article
    17.4.

    17.5 RELATIONSHIP OF PARTIES. The parties hereto agree that Credence shall
    operate as an independent contractor and not as an agent or employee of ICC.
    Credence has no express or implied authorization to incur any obligation or in
    any manner otherwise make any commitments on behalf of ICC.

    Credence shall employ its own personnel and shall be responsible for them and
    their acts and in no way shall ICC be liable to Credence, its employees or third
    parties for any losses, injuries, damages or the like occasioned by Credence's
    activities in connection with this Agreement, except as expressly provided
    herein.

    17.6 SOFTWARE INCORPORATED IN THE JVC PRODUCTS. Credence understands that
    the JVC Products may include computer software which is subject to protection
    under copyright laws of the United States, Japan and other jurisdictions.
    Credence is authorized to distribute this software only as a part of the JVC
    Products.

    17.7 ENTIRE AGREEMENT. This Agreement (including all attachments referenced
    herein) sets forth the entire agreement between the parties hereto with respect
    to the subject matter hereof, and supersedes all previous and contemporaneous
    agreement, negotiations,

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    <PAGE>

    representations and commitments in respect of the subject matter hereof. This
    Agreement shall not be changed or modified in any manner, except by mutual
    consent in writing of subsequent date signed by duly authorized representatives
    of both parties hereto.

    17.8 BINDING EFFECT. This Agreement shall be binding upon and inure to the
    benefit of the parties hereto and their respective successors and assignees.
    Both parties hereto acknowledge that the branches, subsidiaries and affiliates
    of ICC shall be bound by this Agreement.

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
    day and year set forth first above.

    CREDENCE SYSTEMS CORP. INNOTECH-CREDENCE K.K.

    ____________________________ ____________________________________________
    W.R. BOTTOMS TYPED NAME:
    CHAIRMAN & C.E.O. PRESIDENT