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                                                                   Exhibit 10.17


                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is made and entered into this 1st day of June, 1998, by
and between SPEEDFAM INTERNATIONAL, INC., an Illinois corporation (hereinafter
referred to as the "Company") and ROBERT R. SMITH (hereinafter referred to as
the "Employee").


                              W I T N E S S E T H:

         WHEREAS, the Company desires to retain the services of the Employee in
the capacities set forth herein, and the Employee desires to be employed by the
Company in such capacities;

         NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, the Company and the Employee hereby agree as follows:

                  1. Employment. The Company hereby employs the Employee and the
         Employee hereby accepts employment with the Company upon the terms and
         conditions hereinafter set forth and subject to the policies as
         published in the Company's Employee Handbook, as from time to time
         amended.

                  2. Term. Subject to the provisions for earlier termination
         hereinafter set forth in Section 12 of this Agreement, the term of
         employment hereunder shall commence on the date hereof and end on the
         day preceding the first anniversary of the date hereof.

                  3. Automatic Extension. The term of employment of the Employee
         hereunder shall automatically continue for additional one (1) year
         terms upon the same terms and conditions contained herein unless either
         the Company or the Employee shall notify the other at least thirty (30)
         days prior to the expiration of the initial term or any renewal term of
         its or his intention to terminate this Agreement as of the end of its
         then current term.

                  4. Compensation. The Company agrees to provide the Employee
         with the following compensation for all services rendered under this
         Agreement:

                           4.1. Salary. During the term hereof, the Company
                  shall pay to the Employee a Base Annual Salary of ONE HUNDRED
                  TWO THOUSAND FIVE HUNDRED, BRITISH POUNDS ((POUND STERLING)
                  102,500), payable in accordance with the standard payroll
                  practices of the Company (including any salary-reduction
                  contributions to plans or programs maintained by the Company).
                  Further, the Base Annual Salary of the Employee shall be
                  reviewed annually by the Company and adjusted as appropriate.

                           4.2. Annual Incentive Opportunity. During the term of
                  this Agreement, the Employee shall participate in the annual
                  incentive plan maintained by the Company for its executives.
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                           4.3. Long-term Incentive Opportunity. During the term
                  of this Agreement, the Employee shall participate in any
                  long-term incentive plan maintained by the Company, including,
                  but not limited to, stock options, performance shares,
                  restricted stock and long-term cash incentive plans, in a
                  manner consistent with other executives of the Company, as
                  determined by the Board.

                           4.4. Other Benefits. To the extent the Employee is
                  eligible under the appropriate laws, the Employee shall be
                  entitled to participate in and receive benefits under any and
                  all pension, profit-sharing, health, disability and insurance
                  plans, if any, which the Company may maintain. The Employee
                  shall also receive an allowance of FIFTEEN THOUSAND ((POUND
                  STERLING) 15,000) BRITISH POUNDS STERLING annually for
                  automobile expenses.

                  5. Duties. The Employee shall, subject to election and removal
         by the Board of Directors of SpeedFam Limited, a United Kingdom
         corporation and subsidiary of the Company in their sole discretion,
         serve as MANAGING DIRECTOR of SpeedFam Limited. As such, the Employee's
         duties and responsibilities shall include, but shall not be limited to,
         establishing objectives, plans and budgets for the European operations
         of the Company. The Managing Director will be accountable for meeting
         preestablished profit and loss goals and the attainment of current and
         long-range objectives. The Managing Director shall report to the
         President/Chief Executive Officer of the Company. The Employee shall
         also be responsible for the performance of such other duties and
         responsibilities as may be prescribed from time to time by the
         President/Chief Executive Officer of the Company or the Board Directors
         of SpeedFam Limited.

                  6. Extent of Service. The Employee shall devote the Employee's
         full business time, attention, and energies to the business of the
         Company and its Affiliates and shall not, during the term of this
         Agreement, be engaged in any other business activity, whether or not
         such activity is pursued for gain, profit, or other pecuniary
         advantage, unless written approval is first secured from the Board of
         the Company, with such approval not unreasonably being withheld.

                  7. Working Facilities. The Employee shall be furnished with
         office space, furnishings, secretarial support and such other
         facilities and services which are reasonably necessary for the
         performance of the Employee's duties.

                  8. Expenses. The Company will reimburse the Employee for all
         reasonable business expenses which are incurred by the Employee in the
         promoting of the interests of the Company upon presentation by the
         Employee from time to time (at least monthly) of an itemized account of
         such expenses containing such detail as may reasonably be required by
         the Board of Directors of SpeedFam Limited.

                  9. Vacation. The Employee shall be entitled to paid vacation
         in accordance with Company policy as set forth in the Company's
         Employee Handbook. All vacation 


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         time shall be taken by the Employee at such times as shall be mutually
         agreed upon by the Employee and the Chief Executive Officer of the
         Company.

                  10. Disability. If, as a result of sickness or other
         disability, the Employee is not able to perform the Employee's duties,
         this Section 10 shall apply as follows:

                           10.1. For the first ninety (90) consecutive days of
                  sickness or other disability the Company shall continue to pay
                  the Employee full Base Annual Salary (reduced by any payments
                  from any short-term disability plan which may be maintained by
                  the Company), and shall continue to pay premiums on then
                  existing group life, health, disability and other insurance
                  plans with respect to which the Employee participates,
                  provided the Employee remains eligible to participate
                  thereunder.

                           10.2. If the disability or other sickness continues
                  past ninety (90) consecutive days, the Company, in its sole
                  discretion, may elect to place the Employee on Disability
                  Leave of Absence. During such period, the Company shall, for
                  the remainder of the contract term, or until the Employee
                  returns from such Disability Leave of Absence, continue to pay
                  premiums on then existing group life, health, disability and
                  other insurance plans with respect to which the Employee
                  participates, provided the Employee remains eligible to
                  participate thereunder. Further, the Company shall pay to the
                  Employee, two-thirds (2/3) of the Employee's Base Annual
                  Salary, reduced by any payments for which the Employee is
                  eligible from any disability insurance programs maintained by
                  the Company.

                  11. Death. If the Employee dies during the term of this
         Agreement, the Company shall pay to the Employee's Beneficiary (or if
         there is no named Beneficiary, the estate of the Employee), the
         compensation as set forth in Section 4 of this Agreement, for the
         period up to the date of the Employee's death. In no event shall the
         Company be obligated to pay to any person any other compensation with
         respect to any period following the date of the Employee's death.

                  12. Termination of Employment.

                           12.1. Termination for Cause. The Company may
                  terminate the Employee's employment under this Section of the
                  Agreement for Cause. Cause shall be defined as:

                                    12.1.1. The Employee's Material Breach of
                           this Agreement, which breach is not cured within ten
                           (10) business days after written notice from the
                           Company specifying such breach has been delivered to
                           the Employee;

                                    12.1.2. Commission by the Employee of any
                           materially fraudulent, dishonest or other act of
                           misconduct in the performance of the


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                           Employee's duties hereunder, other than at the
                           specific direction of the President or Board; or,

                                    12.1.3. Arrest for any felony or crime
                           involving moral turpitude.

                                    12.1.4. Following a Termination for Cause,
                           the Company shall pay to the Employee the Base Annual
                           Salary provided in Section 4.1 accrued up to the date
                           of termination. In no event shall the Company be
                           obligated to pay any other compensation with respect
                           to any period before or after the date of such
                           termination.

                           12.2. Termination Following a Change of Control. If,
                  during a period of two (2) years following a Change of
                  Control, the employment of the Employee is terminated by the
                  Company for any reason other than Cause, or if the Employee is
                  subject to Constructive Termination, benefits shall be payable
                  under this Section 12.2.

                                    12.2.1. The Employee shall receive all Base
                           Annual Salary accrued up to the date of termination
                           and, within thirty (30) days of termination, a single
                           payment equal to two (2) times the sum of (i) the
                           Employee's highest Base Annual Salary during the
                           Employee's employment with the Company and (ii) the
                           Employee's highest target annual incentive award
                           opportunity.

                                    12.2.2. All unvested stock options awarded
                           to the Employee pursuant to the Company's stock
                           option plans shall immediately vest in full to the
                           Employee; provided that such stock options shall be
                           exercisable only within ninety (90) days from such
                           vesting.

                           12.3. Other Termination at the Election of the
                  Company. The Company may elect to terminate the employment of
                  the Employee for any reason other than Cause or following a
                  Change of Control, upon written notice to the Employee,
                  accompanied by payment in a lump sum of:

                                    12.3.1. All compensation accrued up to the
                           date of termination;

                                    12.3.2. An amount equal to one (1) times the
                           Employee's Base Annual Salary of record on the date
                           of termination.

                           12.4. Benefit Payments. Following the termination of
                  the Employee's employment for any reason, the Company shall
                  pay to the Employee, under the terms of the Company's benefit
                  plans, an amount equal to the vested benefits of the Employee
                  in any pension or other benefit plan as of the termination
                  date. If elected by the Employee, the Company shall, instead
                  of direct payment to the Employer, transfer such funds to such
                  other benefit plans as designated by the Employee.



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                  13. Restrictive Covenants.

                           13.1. Employee understands that the Company's
                  business involves the design, improvement, development,
                  testing, manufacturing, marketing and sale of products, and
                  that this business requires substantial investments in capital
                  and substantial commitments of time and effort by the
                  Company's employees. The Employee further understands that, as
                  a result, certain of the Company's personnel, including the
                  Employee, acquire information with respect to customer
                  goodwill, trade secrets and Confidential Information, which,
                  of itself and apart from the Employee's abilities, could be of
                  great value to a competitor of the Company, potential
                  competitors of the Company, and to others.

                           13.2. The Employee further understands that
                  employment with the Company is conditioned upon the Company's
                  being able to place complete trust and confidence in the
                  Employee and to rely on the Employee's doing everything
                  possible to avoid the disclosure or use of Confidential
                  Information to persons, corporations, organizations and others
                  outside the Company, which may become known to, or subject to
                  the control of the Employee during the term of employment
                  hereunder. The Employee also understands that competition in
                  the manufacture, sale, and development of products is not
                  local in nature or scope, but involves various corporations,
                  organizations and others located within the United States and
                  throughout the world.

                           13.3. In recognition of these circumstances and for
                  the purpose of inducing the Company to employ the Employee (or
                  continue the employment of the Employee with appropriate
                  compensation reviews) to repose trust and confidence in the
                  Employee, and to make Confidential Information available to
                  the Employee, the Employee agrees that the following
                  restrictive covenants are necessary and proper for the
                  protection of the Company.

                           13.4. Subject to Section 13.6 below, the Employee
                  will promptly disclose and assign to the Company, without the
                  right to any form of compensation therefore, every invention
                  that the Employee, individually or jointly with others, during
                  the term of the Employee's employment with the Company and for
                  a period of one (1) year following termination of such
                  employment for any reason, may discover, invent, conceive or
                  originate, relating in any way to the present or contemplated
                  scope of the Company's business with regard to any of its
                  clients, customers or vendors or to any Product, Technology,
                  process, or device dealt in, used or under development or
                  manufacture by the Company for itself or others or that
                  results from or may be suggested by any work the Employee may
                  do for the Company or at the Company's request. The Employee
                  will fully cooperate with the Company in applying for and
                  securing in the name of the Company or its designee patents or
                  copyrights with respect to said Inventions in each country in
                  which the Company may desire to secure patent or copyright
                  protection. The Employee will promptly execute all proper
                  documents presented to the Employee for signature by the
                  Company to enable 


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                  the Company or its designee to secure such patent or copyright
                  protection and to transfer legal title therein, together with
                  any patents or copyrights that may be issued thereon or in
                  connection therewith, to the Company or its designee. The
                  Employee will give such true information and testimony as may
                  be requested of the Employee by the Company relative to any of
                  said Inventions.

                           13.5. Subject to Section 13.6 below, the Company
                  shall have the exclusive right to use in its business, and to
                  make, use and sell products, processes, and/or services
                  arising out of any Invention, whether or not patentable, which
                  is assignable by the Employee to the Company pursuant to
                  Section 13.4 above.

                           13.6. The Employee is hereby notified that Sections
                  13.4 and 13.5 above do not apply to an Invention for which no
                  equipment, supplies, facility, technology, confidential
                  information, or trade secret information of the Company was
                  used and which was developed entirely on the Employee's own
                  time, unless:

                                    13.6.1. The Invention was related:

                                             13.6.1.1. To the business of the
                                    Company; or

                                             13.6.1.2. To the Company's actual
                                    or demonstrably anticipated research or
                                    development;

                                    or;

                                             13.6.2. The Invention results from
                                    any work performed by the Employee for the
                                    Company.

                           13.7. The Employee agrees that all financial data,
                  customer lists, plans, contracts, agreements, literature,
                  manuals, catalogues, brochures, books, records, computer files
                  or applications, maps, correspondence, and other materials
                  furnished or made available to the Employee by the Company or
                  an Affiliate, or any of its clients, or created, prepared or
                  secured through the efforts of the Employee, relating to the
                  business conducted by the Company or an Affiliate, whether or
                  not containing any Confidential Information, are and shall
                  remain the property of the Company, and the Employee agrees to
                  deliver all such materials, including all copies thereof, to
                  the Company upon termination of the Employee's employment
                  hereunder, or at any other time at the Company's request.

                           13.8. Other than as expressly directed by the Company
                  and in the performance of duties to the Company or with the
                  expressed permission of the Company, the Employee shall never,
                  during or following the Employee's employment with the
                  Company, directly or indirectly, sell, use, disclose, lecture


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                  upon, or publish data of information containing or relating to
                  any Confidential Information or Technology of the Company or
                  its Affiliates or any Invention assignable to the Company
                  pursuant to the terms of Section 13.4 above.

                           13.9. During the term of the Employee's employment
                  with the Company and for a period of two (2) years after the
                  termination thereof, the Employee agrees that the Employee
                  will not:

                                    13.9.1. Own or have any interest in,
                           directly or indirectly, except through stock traded
                           on a national stock exchange where the Employee owns
                           less than one percent (1%) of the total issued and
                           outstanding shares of such stock, or act as an
                           officer, director, agent, employee, or consultant of,
                           or assist in any way or in any capacity, any person,
                           firm, association, partnership, corporation or other
                           entity which sells or provides products or services
                           in direct competition with the products or services
                           of the Company or its Affiliates anywhere within the
                           world where any Confidential Information acquired by
                           the Employee would reasonably be considered
                           advantageous to such other competing entity, or

                                    13.9.2. Directly or indirectly entice,
                           induce or in any manner influence any person who is,
                           or shall be, in the service of the Company or its
                           Affiliates to leave such service for the purpose of
                           engaging in business or being employed by or
                           associated with any person, firm, association,
                           partnership, corporation or other entity which sells
                           or provides products or services in competition with
                           the Company or its Affiliates anywhere in the world.

                  If any court shall finally hold that the time, territory or
                  any other provision of this Section 13.9 constitutes an
                  unreasonable restriction against the Employee, the Employee
                  agrees that the provisions hereof shall not be rendered null
                  and void, but shall apply as to such time, territory, and
                  other extent as such court may determine to be a reasonable
                  restriction under the circumstances involved.

                           13.10. The Employee understands that if there is a
                  breach by the Employee of any duty to the Company with respect
                  to any Confidential Information or Invention, the Company may
                  suffer irreparable injury and may not have adequate remedy at
                  law. As a result, the Employee agrees that if a breach of this
                  Agreement occurs, the Company may, in addition to any other
                  remedies available to it, bring an action or actions for
                  injunction, specific performance, or both, and have entered
                  into a temporary restraining order, preliminary or permanent
                  injunction, or other action compelling specific performance.



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                  14. Definitions.

                           14.1. "Affiliate" means any entity in which the
                  Company, or any entity which owns, directly or indirectly, a
                  majority ownership interest in the Company, owns, directly or
                  indirectly, at least a twenty percent (20%) interest in such
                  entity.

                           14.2. "Base Annual Salary" means the annualized value
                  of the Employee's salary, based on the most recent pay period.

                           14.3. "Board" means the Board of Directors of the
                  Company.

                           14.4. "Change in Duties" means:

                                    14.4.1. A significant reduction in the
                           nature or scope of the Employee's authority or duties
                           from those immediately prior to the date on which a
                           Change of Control occurs;

                                    14.4.2. A material reduction in the
                           Employee's Base Annual Salary;

                                    14.4.3. Exclusion from any incentive or
                           benefit program from which the Employee was
                           previously eligible, and which other executives with
                           comparable duties participate in;

                                    14.4.4. A change in location of the
                           Employee's principal place of employment by more than
                           fifty (50) miles;

                           14.5. "Change of Control" shall be deemed to have
                  occurred upon:

                                    14.5.1. A business combination, including a
                           merger or consolidation, of the Company as a result
                           of which the shareholders of the Company prior to the
                           combination do not continue to own, directly or
                           indirectly, at least seventy percent (70%) of the
                           equity of the combined entity;

                                    14.5.2. A sale, transfer, or other
                           disposition in one or more transactions (other than
                           in transactions in the ordinary course of business or
                           in the nature of a financing) of the assets or
                           earning power aggregating more than forty-five
                           percent (45%) of the assets or operating revenues of
                           the Company to any person or affiliated or associated
                           group of persons (as defined by Rule 12b-2 of the
                           Exchange Act in effect as of the date hereof);

                                    14.5.3. The liquidation of the Company;

                                    14.5.4. One or more transactions which
                           result in the acquisition by any person or associated
                           group of persons (other than the Company, any


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                           employee benefit plan whose beneficiaries are
                           employees of the Company or any of its subsidiaries)
                           of the beneficial ownership (as defined in Rule 13d-3
                           of the Exchange Act, in effect as of the date hereof)
                           of forty percent (40%) or more of the Common Stock of
                           the Company or securities representing forty percent
                           (40%) or more of the combined voting power of the
                           voting securities of the Company, provided such
                           affiliated persons owned less than forty percent
                           (40%) prior to such transaction or transactions; or

                                    14.5.5. The election or appointment, within
                           a twelve (12) month period, of any person or
                           affiliated or associated group, or its or their
                           nominees, to the Board of Directors of the Company,
                           such that such persons or nominees, when elected or
                           appointed, constitute a majority of the Board of
                           Directors of the Company and whose appointment or
                           election was not approved by a majority of those
                           persons who were directors at the beginning of such
                           period or whose election or appointment was made at
                           the request of an Acquiring Person. An "Acquiring
                           Person" is any person who, or which, together with
                           all affiliates or associates of such person, is the
                           beneficial owner of twenty percent (20%) or more of
                           the Common Stock of the Company then outstanding,
                           except that an Acquiring Person does not include the
                           Company or any employee benefit plan of the Company
                           or any of its subsidiaries or any person holding
                           Common Stock of the Company for or pursuant to such
                           plan. For the purpose of determining who is an
                           Acquiring Person, the percentage of the outstanding
                           shares of the Common Stock of which a person is a
                           beneficial owner shall be calculated in accordance
                           with Rule 13d-e of the Exchange Act.

                           14.6. "Code" means the Internal Revenue Code of 1986,
                  as from time to time amended.

                           14.7. "Company" means SpeedFam International, Inc.,
                  an Illinois corporation.

                           14.8. "Confidential Information" means any and all
                  Technology and/or information which:

                                    14.8.1. Is provided to the Employee by the
                           Company;

                                    14.8.2. Is created, developed, or otherwise
                           generated by or on behalf of the Company;

                                    14.8.3. Concerns or relates to any aspect of
                           the Company's business; or

                                    14.8.4. Is, for any reason, identified by
                           the Company as confidential.



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                                    14.8.5. Notwithstanding the foregoing
                           provisions of this Section 14.8, Confidential
                           Information shall not include such information which
                           the Employee can show, clearly and convincingly:

                                             14.8.5.1. Is publicly and openly
                                    known and in the public domain;

                                             14.8.5.2. Becomes publicly and
                                    openly known and in the public domain
                                    through no fault of the Employee; or

                                             14.8.5.3. Is in the Employee's
                                    possession and documented prior to this
                                    Agreement, lawfully obtained from a source
                                    other than from the Company, and not subject
                                    to any obligation of confidentiality or
                                    restricted use.

                           14.9. "Constructive Termination" means the voluntary
                  termination of employment by the Employee following a Change
                  in Duties following a Change of Control.

                           14.10. "Exchange Act" means the Securities Exchange
                  Act of 1934, as from time to time amended.

                           14.11. "Invention" means any new or useful art,
                  discovery, or improvement (including any technologies, tests,
                  programs, products, concepts, ideas, apparatus, equipment,
                  machinery, processes, methods, formulae, designs or
                  techniques), whether or not related to a Product and whether
                  or not patentable, and all the know-how related thereto.

                           14.12. "Material Breach" means a willful or negligent
                  failure to perform the Employee's duties as set forth in this
                  Agreement.

                           14.13. "Product" means any product or service which
                  is, or may in the reasonable future be, manufactured, sold,
                  designed, developed, considered by, or of interest to the
                  Company or an Affiliate (including, but not limited to, any
                  product or service involving CMP planarization technology,
                  such as CMP-V tools or any free-abrasive machining, lapping,
                  polishing and grinding).

                           14.14. "Technology" means prototypes, models,
                  concepts, inventions, circuit designs, drawings, hardware,
                  technological developments and improvements, methods,
                  techniques, systems, documentation, data, works of authorship,
                  products, and related information whether or not patentable,
                  copyrightable, and whether or not presently used or used in
                  the future.

                           14.15. "Voting Securities" mean any securities which
                  ordinarily possess the power to vote in the election of
                  directors without the happening of any precondition or
                  contingency.



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                  15. Miscellaneous.

                           15.1. This Agreement supersedes all prior agreements
                  and understandings by and between the Employee and the Company
                  and any of its Affiliates or their respective directors,
                  officers, shareholders, employees, attorneys, agents, or
                  representatives, including any Severance Agreement, Employment
                  Letter, Employment Terms, Non-Disclosure Agreement and/or
                  Employment Agreement (including change of control provisions)
                  and constitutes the entire agreement between the parties,
                  respecting the subject matter hereof and there are no
                  representations, warranties or other commitments other than
                  those expressed herein.

                           15.2. The Employee represents and warrants to the
                  Company that the Employee is not a party to or bound by, and
                  the employment of the Employee by the Company or the
                  Employee's disclosure of any information to the Company or its
                  use of such information will not violate or breach any
                  employment, retainer, consulting, license, non-competition,
                  non-disclosure, trade secrets or other agreement between the
                  Employee and any other person, partnership, corporation, joint
                  venture, association or other entity.

                           15.3. No modification or amendment of, or waiver
                  under, this Agreement shall be valid unless signed in writing
                  and signed by the Employee and an appropriate officer of the
                  Company, pursuant to expressed authority of the Board.

                           15.4. The Employee agrees to indemnify the Company
                  and its Affiliates against, and to hold the Company and its
                  Affiliates harmless from, any and all claims, lawsuits,
                  losses, damages, expenses, costs and liabilities, including,
                  without limitation, court costs and attorney's fees, which the
                  Company or any of its Affiliates may sustain as a result of,
                  or in connection with, either directly or indirectly, the
                  Employee's breach or violation of any of the provisions of
                  this Agreement.

                           15.5. The Company agrees to indemnify the Employee
                  against, and to hold the Employee harmless from, any and all
                  claims, lawsuits, losses, damages, expenses, costs and
                  liabilities, including, without limitation, court costs and
                  attorney's fees, which the Employee may sustain as a result
                  of, or in connection with, either directly or indirectly, the
                  breach or violation by the Company or its Affiliates of any of
                  the provisions of this Agreement or any applicable law or
                  regulations.

                           15.6. The Employee hereby agrees that if the Employee
                  violates any provision of this Agreement, the Company will be
                  entitled, if it so elects, to institute and prosecute
                  proceedings at law or in equity to obtain damages with respect
                  to such violation or to enforce the specific performance of
                  this 


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                  Agreement by the Employee or to enjoin the Employee from
                  engaging in any activity in violation hereof.

                           15.7. The waiver by either party to this Agreement of
                  a breach of any provision of this Agreement by the other shall
                  not operate or be construed as a waiver of any subsequent
                  breach.

                           15.8. Any communication which may be required under
                  this Agreement shall be deemed to have been properly given
                  when delivered personally at the address set forth below for
                  the intended party during normal business hours, when sent by
                  facsimile or other electronic transmission to the respective
                  facsimile transmission numbers of the parties set forth below
                  with telephone confirmation of receipt, or when sent by U.S.
                  registered or certified mail, return receipt requested,
                  postage prepaid as follows:

                  If to the Company:        SpeedFam Limited
                                            c/o SpeedFam International, Inc.
                                            305 N. 54th Street
                                            Chandler, AZ  85226-2416
                                            Attention:  Chief Executive Officer
                                            Facsimile:  602-705-2122
                                            Confirm:  602-705-2100

                  If to the Employee:       Robert R. Smith
                                            34 Baltimore Grove
                                            Kenilworth CV82QF
                                            England
                                            Facsimile:  (602) 585-2379
                                            Confirm:  (602) 585-2316

                  Notices shall be given to such other addressee or address, or
                  both, or by way of such other facsimile transmission number,
                  as a particular party may from time to time request by written
                  notice to the other party to the Agreement. Each notice,
                  request, demand, approval or other communication which is sent
                  in accordance with this Section shall be deemed to be
                  delivered, given and received for all purposes of this
                  Agreement as of two (2) business days after the date of
                  deposit thereof for mailing in a duly constituted U.S. post
                  office or branch thereof, one (1) business day after deposit
                  with a recognized overnight courier service or upon written
                  confirmation of receipt of any facsimile transmission. Notice
                  given to a party hereto by any other method shall only be
                  deemed to be delivered, given and received when actually
                  received in writing by such party.

                           15.9. This Agreement shall inure to the benefit of
                  and be binding upon the Company and the Employee and their
                  respective heirs, personal representatives, successors and
                  assigns.



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<PAGE>   13
                           15.10. All claims, disputes and other matters in
                  question arising out of, or relating to this Agreement, or the
                  breach thereof, shall be decided by arbitration, pursuant to
                  the rules established by the American Arbitration Association
                  for the arbitration of such disputes, and such arbitration
                  shall occur in Chandler, Arizona.

                           15.11. This Agreement may be signed in multiple
                  counterparts which when taken together shall constitute the
                  entire Agreement.

                           15.12. This Agreement shall be governed and construed
                  in accordance with the laws of the State of Arizona.

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

                                        SPEEDFAM INTERNATIONAL, INC. an Illinois
                                             Corporation


                                        By          /S/ Makoto Kouzuma
                                          --------------------------------------
                                          Title           President
                                               ---------------------------------


                                        Employee 

                                                /s/ Robert R. Smith
                                        ----------------------------------------
                                                    Robert R. Smith



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