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                                                                    EXHIBIT 10.1


                              EMPLOYMENT AGREEMENT

      THIS AGREEMENT is made and entered into this 11th day of September, 2001,
by and between SPEEDFAM-IPEC, INC., an Illinois corporation (hereinafter
referred to as the "Company") and Robert Carey (hereinafter referred to as the
"Executive").


                              W I T N E S S E T H:

      WHEREAS, the Company desires to retain the services of the Executive in
the capacities set forth herein, and the Executive 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 Executive hereby agree as follows:

             1. Employment. The Company hereby employs the Executive and the
      Executive 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, Annual Incentive Compensation Plan,
      and the 1995 Stock Option Plan, each as from time to time amended.

             2.   Term.  Subject to the provisions for extension hereinafter
      set forth in Section 3 and 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 September 11, 2003.

             3.   Extension.  The conditions of employment beyond the term of
      this agreement will be those of employment at will.

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

                 4.1. Salary. During the term hereof, the Company shall pay to
            the Executive a Base Annual Salary of TWO HUNDRED FIFTY THOUSAND
            DOLLARS ($250,000.00), payable in accordance with the standard
            payroll practices of the Company (including any salary-reduction
            contributions to plans or programs maintained by the Company).
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                 4.2.   Annual Incentive Opportunity.  During the term of
            this Agreement, the Executive shall participate in the annual
            incentive plan maintained by the Company for its executives.  For
            Fiscal Year 2003, The Executive's annual bonus shall be targeted
            at 40% of base pay.

                 4.3. Sign On Bonus/Relocation Benefits. The Company shall pay
            the Executive a bonus in the amount of Twenty-eight Thousand Dollars
            ($28,000.00), payable upon execution of this agreement. This bonus
            is to cover relocation expenses. In addition, the Company will pay
            for up to three (3) house hunting trips for the Executive and his
            spouse.

                 4.4. Other Benefits. To the extent that the Executive is
            eligible under appropriate laws and regulations, the Executive 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.

                 4.5. Equity Incentive. The Company shall grant the Executive
            options to purchase a total of 80,000 shares of common stock of the
            Company; 40,000 shares to be vested after one (1) year of service
            with the Company, and 40,000 shares to be vested after the second
            year of service with the Company. With respect to such options:

                     4.5.1. The exercise price for such options shall be as of
                  the Executive's employment date. The options will be
                  non-qualified options, subject to all terms and conditions of
                  the Company's 1995 Stock Option Plan. Subject to the Stock
                  Option Plan and this Agreement, vested options may be
                  exercised for ten years from the date of grant. In the event
                  of the death of the Executive, vested options may be exercised
                  for one year from the date of death. In all other events,
                  vested options must be exercised within 90 days of
                  termination. Subject to the obligation of the Executive under
                  the Company's 1995 Stock Plan, the Company will cooperate in
                  any same day exercise and sale (or if same is not available, a
                  cashless exercise) associated with such options.


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                     4.5.2. Upon termination of the Executive's employment,
                  option vesting will cease; provided, however, that if any
                  termination severance payment is due in connection therewith
                  pursuant to Section 12.3, the Executive will receive an
                  additional one year of vesting as of the date of termination.
                  Payment of all amounts and benefits hereunder and additional
                  vesting of stock shall be subject to compliance with the
                  provisions of this Agreement and specifically the restrictive
                  covenants set forth in Section 13 hereof.

             5. Duties. The Executive shall, subject to the right of the Company
      in its sole discretion to terminate Executive's employment pursuant to
      Section 12.3 and thereby terminate his employment and/or officer position,
      serve as Vice President of Research, Development and Engineering of the
      CMP group. As such, the Executive's duties and responsibilities shall
      include, but shall not be limited to, overseeing all functions relating to
      Research, Development and Engineering operations. The Executive shall also
      be responsible for the performance of such other duties and
      responsibilities as may be prescribed from time to time by the Chief
      Executive Officer and/or the Board of Directors of the Company.

             6. Extent of Service. The Executive shall devote the Executive'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 Directors of the Company, with
      such approval not unreasonably being withheld.

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

             8. Expenses. The Company will reimburse the Executive for all
      reasonable business expenses which are incurred by the Executive in the
      promoting of the interests of the Company. In addition, the Company shall
      indemnify the Executive as an officer, director and employee to the
      maximum extent permitted under law and the Company's corporate documents.

             9.   Vacation.  The Executive shall be entitled to paid vacation
      in accordance with Company policy.  All vacation time shall be taken by
      the Executive at such times as


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      shall be mutually agreed upon by the Executive and the Chief Executive
      Officer of the Company.

            10.   Disability.  If, as a result of sickness or other
      disability, the Executive is not able to perform the Executive'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 Executive
            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
            Executive participates, provided the Executive 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 Executive on Disability Leave of Absence. During
            such period, the Company shall, for the remainder of the contract
            term, or until the Executive 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 Executive participates, provided the Executive remains eligible
            to participate thereunder. Further, the Company shall pay to the
            Executive, two-thirds (2/3) of the Executive's Base Annual Salary,
            reduced by any payments for which the Executive is eligible from any
            disability insurance programs maintained by the Company.

            11. Death. If the Executive dies during the term of this Agreement,
      the Company shall pay to the Executive's Beneficiary (or if there is no
      named Beneficiary, the estate of the Executive), the compensation as set
      forth in Section 4 of this Agreement, for the period up to the date of the
      Executive's death, and the Executive's annual incentive award prorated
      through the date of death, payable at fiscal year end if and to the same
      extent bonuses are paid for that fiscal year to other executives
      generally. 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 Executive's death.


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            12.   Termination of Employment.

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

                    12.1.1. The Executive's Material Breach of this Agreement
                  based on the Executive's willful or grossly negligent failure
                  to perform his duties hereunder, which breach is not cured
                  within ten (10) business days after written notice from the
                  Company specifying such breach has been delivered to the
                  Executive;

                    12.1.2.   Commission by the Executive of any fraudulent
                  or dishonest act in the performance of the Executive's
                  duties hereunder; or,

                    12.1.3. Arrest (unless the charges are dropped within 45
                  days) for any felony or crime involving moral turpitude.
                  Executive agrees that as soon as practical following any such
                  arrest he shall provide notice of the arrest and during the
                  subsequent 45-day period he may, at the direction of the Board
                  of Directors, be placed on unpaid leave of absence.

                    12.1.4. Following a Termination for Cause, the Company shall
                  pay to the Executive 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 in
            anticipation of and within 90 days of, or during a period of one (1)
            year following, a Change of Control (as hereinafter defined), the
            employment of the Executive is terminated by the Company for any
            reason other than Cause, or if the Executive is subject to
            Constructive Termination (as hereinafter defined), benefits shall be
            payable under this Section 12.2.

                    12.2.1. The Executive 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 the sum of (i)
                  the Executive's base pay for the remainder of this Agreement
                  period, and (ii) the Executive's target annual


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                  incentive award, pro-rated through the date of termination and
                  payable at fiscal year end if and to the same extent bonuses
                  are paid for that fiscal year to other executives generally.

                    12.2.2. All unvested stock options awarded to the Executive
                  pursuant to the Company's stock option plans shall immediately
                  vest in full to the Executive; 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. Except
            as otherwise provided in Section 4.5.2, the Company may elect to
            terminate the employment of the Executive for any reason other than
            Cause or following a Change of Control, accompanied by payment in a
            lump sum (except pursuant to Sections 12.3.2 and 12.3.3) of:

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

                    12.3.2. An amount equal to one (1) times the Executive's
                  Base Annual Salary of record on the date of termination OR an
                  amount equal to the Executive's base salary for the remainder
                  of this Agreement, whichever is less, payable pro rata monthly
                  over the one year following termination; plus

                    12.3.3. The Executive's target annual incentive award,
                  pro-rated through the date of termination and payable at
                  fiscal year end if and to the same extent bonuses are paid for
                  that fiscal year to other executives generally.

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


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            13.   Restrictive Covenants.

                13.1. Executive 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 Executive further
            understands that, as a result, certain of the Company's personnel,
            including the Executive, acquire information with respect to
            customer goodwill, trade secrets and Confidential Information (as
            hereinafter defined), which, of itself and apart from the
            Executive's abilities, could be of great value to a competitor of
            the Company, potential competitors of the Company, and to others.

                13.2. The Executive further understands that employment with the
            Company is conditioned upon the Company's being able to place
            complete trust and confidence in the Executive and to rely on the
            Executive'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 Executive during the term of
            employment hereunder. The Executive 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 Executive (or continue the
            employment of the Executive with appropriate compensation reviews),
            to repose trust and confidence in the Executive, and to make
            Confidential Information available to the Executive, the Executive
            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 Executive will promptly
            disclose and assign to the Company, without the right to any form of
            compensation therefore, every invention that the Executive,
            individually or jointly with others, during the term of the
            Executive'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


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            clients, customers or vendors or to any Product (as hereinafter
            defined), Technology (as hereinafter defined), process, or device
            dealt in, used or under development or manufacture by the Company
            for itself or others that results from or may be suggested by any
            work the Executive may do for the Company or at the Company's
            request and (in respect to the period of one (1) year following
            termination of such Executive) which involves Confidential
            Information. The Executive 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 (as
            hereinafter defined) in each country in which the Company may desire
            to secure patent or copyright protection. The Executive will
            promptly execute all proper documents presented to the Executive for
            signature by the Company to enable 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 Executive will give such true information and
            testimony as may be requested of the Executive 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 Executive to
            the Company pursuant to Section 13.4 above.

                13.6. The Executive 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 Executive'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;


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

                13.7. The Executive 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 Executive by the Company or an Affiliate (as
            hereinafter defined), or any of its clients, or created, prepared or
            secured through the efforts of the Executive, 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 Executive agrees to deliver all
            such materials, including all copies thereof, to the Company upon
            termination of the Executive'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 written
            permission of the Company, the Executive shall never, during or
            following the Executive's employment with the Company, directly or
            indirectly, sell, use, disclose, lecture upon, or publish data or
            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 Executive's employment with the
            Company and for a period of two (2) years after the termination
            thereof, unless a court finds that a two-year restriction is
            unenforceable, in which case a period of restriction shall be one
            (1) year, the Executive agrees that the Executive shall not:

                    13.9.1. Own or have any interest in, directly or indirectly,
                  except through stock traded on a national stock exchange where
                  the Executive 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 Executive would reasonably be considered
                  advantageous to such other competing entity, or


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                    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 Executive, the Executive 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 Executive understands that if there is a breach by the
            Executive 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 Executive 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.

            14.   Definitions.

                14.1. "Affiliate" means any entity in which the Company, or any
            entity that 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 Executive's salary, based on the most recent pay period.

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


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                14.4.   "Change in Duties" means:

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

                    14.4.2.   A reduction in the Executive's Base Annual
                  Salary, other than as provided in Section 4.1;

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

                    14.4.4.   A change in location of the Executive'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, more than fifty-one
                  percent (51%) 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 Executive benefit plan whose
                  beneficiaries are Executives 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


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                  (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 Executive 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-IPEC, Inc., an Illinois
            corporation.

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

                    14.8.1.   Is provided to the Executive by the Company;

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


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                    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.

                    14.8.5. Notwithstanding the foregoing provisions of this
                  Section 14.8, Confidential Information shall not include such
                  information that the Executive 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 Executive; or

                        14.8.5.3. Is in the Executive'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 Executive 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 grossly negligent
            failure to perform the Executive's duties as set forth in this
            Agreement.


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               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.

            15.   Miscellaneous.

                15.1. This Agreement supersedes all prior agreements and
            understandings by and between the Executive 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 Executive represents and warrants to the Company that
            the Executive is not a party to or bound by, and the employment of
            the Executive by the Company or the Executive'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 Executive 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
            Executive and


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            an appropriate officer of the Company, pursuant to expressed
            authority of the Board of Directors of the Company.

                15.4. The Executive 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 Executive's breach or violation of any
            of the provisions of this Agreement.

                15.5. The Company agrees to indemnify the Executive against, and
            to hold the Executive harmless from, any and all claims, lawsuits,
            losses, damages, expenses, costs and liabilities, including, without
            limitation, court costs and attorney's fees, which the Executive 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 Executive hereby agrees that if the Executive 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 Agreement by the Executive
            or to enjoin the Executive 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:


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            If to the Company:      SpeedFam-IPEC, Inc.
                                    305 N. 54th Street
                                    Chandler, AZ  85226-2416
                                    Attention:  Chief Executive Officer
                                    Facsimile:  602-705-2122
                                    Confirm:  602-705-2500

            If to the Executive:    Robert Carey
                                    13 Douglas Road
                                    Chelmsford, MA  01824-3812

            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 Executive and their respective
            heirs, personal representatives, successors and assigns.

               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 Commercial 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.


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

                                             SPEEDFAM-IPEC, INC. an Illinois
                                                Corporation


                                             By /s/ Richard Faubert
                                                --------------------------------
                                                Richard Faubert, Chief
                                                Executive Officer

                                             Executive

                                             /s/ Robert Carey
                                             -----------------------------------
                                             Robert Carey


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