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                                                                   EXHIBIT 10.27


                              EMPLOYMENT AGREEMENT


     THIS AGREEMENT is made and entered into this 8th day of October, 1998, by
and between SPEEDFAM INTERNATIONAL, INC., an Illinois corporation (hereinafter
referred to as the "Company") and RICHARD J. FAUBERT (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 May 31, 2000.

          3.   Automatic Extension. The term of employment of the Executive
     hereunder shall automatically continue for additional one (1) year terms
     upon the same terms and conditions contained herein (except for the
     guaranteed minimum incentive compensation bonus (Section 4.3), certain
     severance payments (Section 4.8), and grant of 300,000 stock options
     (Section 4.7), each of which apply solely to the initial term) unless
     either the Company or the Executive 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 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 FOUR HUNDRED THOUSAND DOLLARS
          ($400,000.00), payable in accordance with the standard payroll
          practices of the Company (including any salary-reduction
          contributions to plans or programs maintained by the Company).
          Further, the Base Annual Salary of the Executive

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          shall be reviewed annually by the Company and increased as
          appropriate, although the amount may be decreased after the first
          year, but only incident to, and consistent with (on a percentage
          basis), a general reduction in base salaries of Company's executives
          resulting from poor company performance.

               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. The Executive's
          annual bonus under the incentive compensation plan shall be targeted
          at one hundred percent (100%) of the Executive's Base Annual Salary
          (with a maximum bonus of two hundred percent (200%) of the
          Executive's Base Annual Salary), subject to satisfaction of annual
          milestones reasonably established by the Compensation Committee of the
          Board of Directors of the Company. Annual milestone objectives for
          the years ending May 31, 1999, and May 31, 2000, shall be established
          within ninety (90) days from the date hereof.

               4.3. Minimum Incentive Bonus. Solely for the fiscal year ending
          May 31, 1999 hereunder, the Company shall pay the Executive a
          guaranteed bonus under the incentive plan in the minimum amount of
          Two Hundred Fifty Thousand Dollars ($250,000.00), payable upon the
          Company's fiscal year end of May 31, 1999, it being agreed, however,
          that the 100% target bonus for the fiscal year ending May 31, 1999,
          will be Executive's relevant Base Annual Salary (an annualized figure
          as defined), prorated for the period beginning with the period of
          employment through May 31, 1999.

               4.4. Long-term Incentive Opportunity. During the term of this
          Agreement, the Executive 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 reasonably determined by the Board of Directors of the
          Company.

               4.5. Relocation and Commuting Benefits. For a two year period
          commencing with the execution of this Agreement, while the Executive
          remains an employee of the Company and commutes from Portland, Oregon,
          the Company shall lease in its name for the benefit and control of the
          Executive, a reasonably priced fully-furnished two bedroom apartment
          or two bedroom condominium in the Phoenix, Arizona area (maximum 2,500
          square feet). During this two year period, the Company shall pay
          reasonable costs of coach class airline tickets for weekly travel for
          the Executive or his wife between Portland, Oregon and Phoenix,
          Arizona. Following this two year period, the Executive shall be
          responsible for all further commuting costs.


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               4.5.1 If the Executive elects to move to the Phoenix area while
          employed by the Company, the Company will pay all reasonable and
          ordinary costs of relocating the Executive and his wife from Portland
          to the Phoenix area, including without limitation, moving costs,
          costs associated with selling the Executive's house in Portland
          (including, without limitation, real estate commissions), and
          reasonable and ordinary costs (other than purchase price) associated
          with purchasing a home in the Phoenix area. The Company shall not be
          responsible for any loss in equity incurred in the sale of the
          Executive's Portland, Oregon residence.

               4.5.2 To the extent that any relocation or commuting benefit
          paid hereunder is taxable to the Executive, the Company shall pay to
          the Executive a full gross-up (except to the extent such expenditures
          by the Executive may be deducted on the Executive's personal income
          tax return) so that the amounts paid by the Company, net of the
          Executive's taxes, fully cover the relevant expenses.

          4.6. 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. The Executive shall not receive automobile benefits
     or allowances.

          4.7. Equity Incentive. Subject to shareholder approval to increase the
     number of authorized option shares, which is contemplated at the annual
     shareholders meeting scheduled for October 8, 1998, the Company shall grant
     the Executive options to purchase 300,000 shares of common stock of the
     Company. With respect to such options:

               4.7.1. The exercise price for such options shall be the Company's
          per share market price at the close of business on October 8, 1998.
          The options will be non-qualified options, subject to all terms and
          conditions of the Company's 1995 Stock Option Plan. Except as set
          forth otherwise in the Stock Option Plan and herein, the options
          granted hereunder shall vest ratably (in 5 equal installments) and
          annually as of the end of each of the next 5 fiscal years ended May
          31, with the first year's vesting to occur on May 31, 1999. 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 for Employees and
          Directors to hold shares resulting from the exercise of an option for
          at least 6 months from the date the option was acquired, the


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          Company will cooperate in any same day exercise and sale (or if same
          is not available, a cashless exercise) associated with such options.

               4.7.2     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.

          4.8  Business Combination Severance Payment. If, within six (6) months
     of the date hereof, the Company has not closed a transaction to be merged
     with, acquire or be acquired by another company of at least approximate
     comparable size to the Company (based on annual sales), or if same is
     closed and Executive is not appointed President and Chief Executive Officer
     of the combined company, the Executive may terminate his employment
     hereunder, or if same is closed and Executive's employment as President and
     Chief Executive Officer is terminated (other than for cause) within one (1)
     year of such closing and except as otherwise provided in Section 12.2, then
     the Company shall pay the Executive a lump sum cash severance payment equal
     to two times his Base Annual Salary.

     5.   Duties. The Executive shall, subject to the right of the Board of the
Company in its sole discretion to terminate Executive's employment pursuant to
Section 12.3 and thereby terminate his officer position, serve as President and
Chief Executive Officer of the Company. As such, the Executive's duties and
responsibilities shall include, but shall not be limited to, overseeing all
corporate functions and directing the Company so as to seek to obtain sales and
profit goals and maximum return on invested capital. The Executive's duties
shall include the facilitation and execution of any plan of merger, acquisition
or other business combination involving the Company as the Board of Directors
shall reasonably direct. 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 Executive
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
Directors of the Company. The Board of Directors of the Company shall nominate
the Executive, subject to their fiduciary duty as directors, for election by the
shareholders to the Board of Directors.

     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

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Company, with such approval not unreasonably being withheld. The following
exception is agreed upon in advance: continued membership on the Board of
Directors of Radisys.

     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 upon presentation by the Executive 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.
In addition, the Company shall indemnify the Executive as a 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 as set forth in the Company's Employee
Handbook. All vacation time shall be taken by the Executive at such times as
shall be mutually agreed upon by the Executive and the Board of Directors 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.




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     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.

     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 materially fraudulent
          or dishonest act in the performance of the Executive's duties
          hereunder, other than at the specific direction of the Board; or,

               12.1.3. Arrest (unless the charges are dropped within 45 days)
          for any felony or crime involving moral turpitude. Executive agrees
          that following any such 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.


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                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) two (2) times
          the sum of the Executive's then current Base Annual Salary and (ii)
          the Executive's prorated target annual incentive award opportunity
          through date of termination.

                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 4.8, the Company may elect to terminate the
     employment of the Executive for any reason other than Cause or following a
     Change of Control, or to not renew the term of the Agreement, upon written
     notice to the Executive, 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 payable pro rata
          monthly over 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.

     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


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     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 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 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


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     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;

                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 permission of
     the Company, the Executive shall never, during or following the
     Executive's


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     employment with the Company, directly or indirectly, sell, use, disclose,
     lecture 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 Executive's employment with the Company
     and for a period of two (2) years after the termination thereof, the
     Executive agrees that the Executive 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
          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

               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.


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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 Executive'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
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 equity;

          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;





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          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 (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 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 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 which 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.

     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 improve-



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<PAGE>
ments, 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" means 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 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

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<PAGE>
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:

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 Executive:     Richard J. Faubert
                         3359 N.W. 123rd Place
                         Portland, Oregon 97229
                         Confirm: 508-784-3563

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

                                      -15-

<PAGE>
     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 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/ Peter Simone
                                  -----------------------------------
                                  Peter Simone
                                  Title: Chairman


                              Executive

                                      /s/ Richard J. Faubert           10/8/98
                              ---------------------------------------
                                        Richard J. Faubert



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