EXHIBIT 4E


                     Amendment to Sicari Severance Agreement


         This Amendment is made as of this 19th day of January, 1999, by and
between Aseco Corporation, a Delaware corporation (the "Company"), and Sebastian
J. Sicari ("Sicari").

                                    RECITALS


         WHEREAS, the parties hereto have entered into a Severance Agreement
dated as of December 30, 1996, as amended August 11, 1998 (the "Original
Agreement"); and

         WHEREAS, the parties hereto desire to amend the Original
Agreement as set forth below;

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


         1. Definitions.

         Capitalized terms used herein and not otherwise defined shall have the
meaning ascribed to such terms in the Original Agreement.

         "Merger" shall mean the merger or consolidation of the Company with
another entity in which the stockholders of the Company immediately prior to
such merger or consolidation hold less than 50% of the outstanding voting stock
of the surviving or resulting corporation immediately following such
transaction.

         "Parent Corporation" means a corporation that is party to an Agreement
effecting a Merger of the Company and a wholly-owned subsidiary of such
corporation.


         2. Severance Following a Change in Control. Section 3 of the Original
Agreement is amended such that it shall supersede the prior Section 3 and read
in full as follows:

                  "3. Severance Following a Change in Control.

                  Except as provided in the last sentence of this Section 3, in
                  the event Sicari's employment by the Company is terminated for
                  any reason whatsoever, including voluntary resignation by
                  Sicari, within twenty-four

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                  months following a Change in Control, the Company shall pay
                  Sicari within twenty-four (24) hours after the Termination
                  Date a lump sum amount of $250,000; provided, however, that if
                  such Change in Control is a Merger, Sicari shall receive
                  $250,000 worth of the Parent Corporation's common stock,
                  subject to the provisions of the merger agreement by which the
                  Merger is effected and which are hereby incorporated by
                  reference. The Company, or in the event of a Merger, the
                  Parent, shall also continue to provide during the Benefit
                  Period life and health insurance coverage to Sicari, with
                  benefits substantially comparable to those provided to
                  executive officers of the Company generally immediately prior
                  to such termination. Notwithstanding the foregoing, the
                  Company shall have the right, in lieu of providing such
                  coverage during any Ineligibility Period, to pay Sicari an
                  amount equal to 200% of the amount it would have cost the
                  Company to provide such coverage during any Ineligibility
                  Period, assuming Sicari were eligible for coverage under the
                  Company's group insurance policies and assuming further no
                  increase in premium costs under such policies after the
                  commencement of the Ineligibility Period. Notwithstanding
                  anything to the contrary contained in this Agreement, Sicari
                  shall not be entitled to any severance benefits pursuant to
                  Section 2 or this Section 3 if Sicari's employment by the
                  Company is terminated by the Company for Cause."

         3. Vesting of Stock. Section 4 of the Original Agreement is amended
such that it shall supersede the prior Section 4 and read in full as follows:

                  "4. Vesting of Stock. Upon a Change in Control, the vesting of
                  all stock options held by Sicari and exercisable to purchase
                  common stock of the Company shall be accelerated so that all
                  such options shall be immediately exercisable in full,
                  provided, however, that Sicari shall exercise such options
                  within 18 months after the effective date of any Merger and in
                  accordance with the provisions of the merger agreement by
                  which the Merger is effected."

4. The Original Agreement is hereby supplemented by adding a new Section 6 that
shall read in its entirety as follows:

                  "6. Consulting Services.

                           6.1 In the event of a Merger, the Parent Corporation
                  shall engage Sicari as a consultant to the Parent Corporation
                  for a term of three (3) months following the effective date of
                  the Merger in

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                  consideration for the payment of $50,000, payable to Sicari
                  within twenty-four (24) hours after the Termination Date by
                  the Parent Corporation in shares of the Parent Corporation
                  Common Stock, subject to the provisions of the merger
                  agreement by which the Merger is effected and which are
                  incorporated herein by reference. During such term, Sicari
                  shall advise the Parent Corporation as to such specific areas
                  regarding the operation of the business of the Parent
                  Corporation as from time to time the Parent Corporation
                  reasonably requests, provided, however, that Sicari may
                  decline to render advice with regard to any matter Sicari
                  reasonably concludes is outside of or beyond his area of
                  expertise or for any other reasonable reason. Sicari shall not
                  be obligated to render consulting services hereunder for more
                  than five (5) hours per month during the term of his
                  engagement as a consultant. Sicari shall not (i) be required
                  to devote any specific amount of time to the business of the
                  Parent Corporation or (ii) be required to attend any meeting
                  in connection with the business of the Parent Corporation,
                  except as Sicari may agree in his discretion.

                           6.2 Sicari's relation to the Parent Corporation in
                  his capacity as a consultant shall be that of an independent
                  consultant and contractor, and not as an employee, agent,
                  officer, director or manager of the Parent Corporation."

         5. The Original Agreement is hereby supplemented by adding a new
Section 7 that shall read in its entirety as follows:

                  "7. Non-Competition and Non-Solicitation. In the event of a
                  Merger and in consideration for the Parent Corporation's
                  payment of $100,000 worth of the Parent Corporation common
                  stock payable to Sicari within twenty-four (24) hours after
                  the Termination Date, subject to the provisions of the merger
                  agreement by which the Merger is effected, Sicari agrees that
                  during the Restricted Period (as defined below) Sicari will
                  not directly or indirectly:

                  (a) as an individual proprietor, partner, stockholder,
                  officer, employee, director, joint venturer, investor, lender,
                  consultant, or in any other capacity whatsoever (other than as
                  a holder of not more than one percent of the combined voting
                  power of the outstanding stock of a publicly held company),
                  develop, design, produce, market, sell or render (or assist
                  any other person in developing, designing, producing,
                  marketing, selling or

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                  rendering) products or services related to the test handler,
                  wafer handling or wafer inspection semiconductor capital
                  equipment markets anywhere in the world;

                  (b) solicit, divert or take away, or attempt to divert or to
                  take away, the business or patronage of any of the customers
                  of the Company with whom the Company had a relationship during
                  the period of Sicari's employment by the Company; or

                  (c) recruit, solicit or hire any employee of the Company, or
                  induce or attempt to induce any employee of the Company to
                  terminate his/her employment with, or otherwise cease his/her
                  relationship with, the Company.

                  By accepting this consideration Sicari further agrees that the
                  restrictions contained in this Section 7 are necessary for the
                  protection of the business and goodwill of the Company and are
                  considered by Sicari to be reasonable for such purpose and
                  that any breach of this Section 7 by Sicari is likely to cause
                  the Company substantial and irrevocable damage and, therefore,
                  in the event of any such breach, in addition to such other
                  remedies which may be available to it, the Company shall be
                  entitled to specific performance and other injunctive relief.
                  For purposes of this Section 7, the term "Restricted Period"
                  means the period during which Sicari serves as an employee,
                  officer, director or consultant of the Company and for 30
                  months after the termination of Sicari's employment to the
                  Company; provided, however, that if Sicari breaches the
                  provisions of clauses (a)-(c) above, the Restricted Period
                  will continue until 30 months have elapsed without any
                  violation of such provisions."


         6. No Other Changes. All of the provisions of the Original Agreement
shall remain in full force and effect.



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         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.


                                                  ASECO CORPORATION


                                                  By:___________________________

                                                  Title:________________________




                                                  ______________________________
                                                  Sebastian J. Sicari



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