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                                                               Exhibit 10.15

                              EMPLOYMENT AGREEMENT

      THIS AGREEMENT is made and entered into this 2nd day of June, 1998, by and
between SPEEDFAM INTERNATIONAL, INC., an Illinois corporation (hereinafter
referred to as the "Company") and MAKOTO KOUZUMA (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 FIVE HUNDRED SEVENTY THREE
            THOUSAND FIVE HUNDRED DOLLARS ($573,500), 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 THIRTEEN THOUSAND SEVEN HUNDRED FIFTY-FOUR DOLLARS
            ($13,754) annually for automobile expenses.

             5. Duties. The Employee shall, subject to election and removal by
      the Board of the Company in their sole discretion, serve as PRESIDENT AND
      CHIEF EXECUTIVE OFFICER of the Company. As such, the Employee's duties and
      responsibilities shall include, but shall not be limited to, overseeing
      all corporate functions and directing the organization to assure the
      attainment of agreed upon sales and profit goals and maximum return on
      invested capital. Subject to the approval of the Board of the Company, the
      President/Chief Executive Officer is responsible for the formulation of
      current and long range plans and objectives, and represents the
      organization with its customers and the business and non-business
      communities. 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 Board of the Company.

             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 the Company.

             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 Board of Directors 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 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 International, Inc.
                                    305 N. 54th Street
                                    Chandler, AZ  85226-2416
                                    Attention:  Chairman of the Board
                                    Facsimile:  602-705-2122
                                    Confirm:  602-705-2100

            If to the Employee:     Mr. Makoto Kouzuma
                                    305 N. 54th Str.
                                    Chandler, Arizona
                                    Facsimile:  (602) 705-2122
                                    Confirm:  (602) 705-2100

            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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               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/ James N. Farley
                                   ------------------------------------------
                                    Title           CHAIRMAN
                                         ------------------------------------


                                 Employee

                                               /s/ Makoto Kouzuma
                                 --------------------------------------------
                                                  Makoto Kouzuma



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