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                                                                      EXHIBIT 99

                               SpeedFam-IPEC, Inc.

                   Audit Committee of the Board of Directors'

                                     Charter

I.       PURPOSE

The primary function of the Audit Committee is to assist the Board of Directors
in fulfilling its oversight responsibilities by reviewing: the financial reports
and other financial information provided by the Corporation to any governmental
body or the public; the Corporation's systems of internal controls regarding
finance, accounting, legal compliance and ethics that management and the Board
have established; and the Corporation's auditing, accounting and financial
reporting processes. Consistent with this function, the Audit Committee should
encourage continuous improvement of, and should foster adherence to, the
corporation's policies, procedures and practices at all levels. The Audit
Committee's primary duties and responsibilities are to:

-        Serve as an independent and objective party to monitor the
         Corporation's financial reporting process and internal control system.

-        Review and appraise the audit efforts of the Corporation's independent
         auditors.

-        Provide an open avenue of communication among the independent auditors,
         financial and senior management, and the Board of Directors.

The Audit Committee will primarily fulfill these responsibilities by carrying
out the activities enumerated in Section IV of this Charter.

II.      COMPOSITION

Corporation or an outside consultant. The Audit Committee shall be comprised of
three or more directors as determined by the Board, each of whom shall be
independent directors, and free from any relationship that, in the opinion of
the Board, would interfere with the exercise of his or her independent judgment
as a member of the Committee. All members of the Committee shall have a working
familiarity with basic finance and accounting practices. Committee members may
enhance their familiarity with finance and accounting by participating in
educational programs conducted by the Corporation or an outside consultant.

The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a Chair is elected by the full Board, the members
of the Committee may designate a Chair by majority vote of the full Committee
membership.
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III.     MEETINGS

The Committee shall meet at least four times annually, or more frequently as
circumstances dictate. As part of its job to foster open communication, the
Committee should meet at least annually with management and the independent
auditors in separate executive sessions to discuss any matters that the
Committee or each of these groups believe should be discussed privately.

IV.      RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

       Documents/Reports Review

         -        Review and update this Charter periodically, at least
                  annually, as conditions dictate.

         -        Review the organization's annual financial statements and any
                  reports or other financial information submitted to any
                  governmental body, or the public, including any certification,
                  report, opinion, or review rendered by the independent
                  auditors.

         -        Review with financial management the quarterly financials
                  prior to the release of earnings. The Chair of the Committee
                  may represent the entire Committee for purposes of this
                  review.

         Independent auditors

         -        Recommend to the Board of Directors the selection of the
                  independent auditors, considering independence and
                  effectiveness and approve the fees and other compensation to
                  be paid to the independent auditors. On an annual basis, the
                  Committee should review and discuss with the auditors all
                  significant relationships the auditors have with the
                  Corporation to determine the auditors' independence.

         -        Review the performance of the independent auditors and approve
                  any proposed discharge of the independent auditors when
                  circumstances warrant.

         -        Periodically consult with the independent auditors out of the
                  presence of management about internal controls and the
                  fullness and accuracy of the organization's financial
                  statements.

         Financial Reporting Process

         -        In consultation with the independent auditors, review the
                  integrity of the organization's financial reporting processes,
                  both internal and external.

         -        Consider the independent auditors' judgments about the quality
                  and appropriateness of the Corporation's accounting principles
                  as applied in its financial reporting.

         -        Consider and approve, if appropriate, major changes to the
                  Corporation's accounting principles and practices as suggested
                  by the independent auditors or management.
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         Process Improvement

         -        Establish regular and separate systems of reporting to the
                  Audit Committee by management and the independent auditors
                  regarding any significant judgments made in management's
                  preparation of the financial statements and the view of each
                  as to the appropriateness of such judgments.

         -        Following completion of the annual audit, review separately
                  with management and the independent auditors any significant
                  difficulties encountered during the course of the audit,
                  including any restrictions on the scope of work or access to
                  required information.

         -        Review any significant disagreements among management and the
                  independent auditors in connection with the preparation of the
                  financial statements.

         -        Review with the independent auditors and management the extent
                  to which changes or improvements in financial or accounting
                  practices, as approved by the Audit Committee, have been
                  implemented.

         Ethical and Legal Compliance

         -        Establish, review and update periodically a Code of Ethical
                  Conduct and ensure that management has established enforcement
                  of this code.

         -        Review management's monitoring of the Corporation's compliance
                  with the organization's Ethical Code, and ensure that
                  management has the proper review system in place to ensure
                  that the Corporation's financial statements, reports and other
                  financial information disseminated to governmental
                  organizations, and the public satisfy legal requirements.

         -        Review with management, and if necessary, the organization's
                  counsel, legal compliance matters including corporate
                  securities trading policies.

         -        Review with management, and if necessary, the organization's
                  counsel, any legal matter that could have a significant impact
                  on the organization's financial statements.

         -        Perform any other activities consistent with this Charter, the
                  Corporation's by-laws and governing law, that the Committee
                  or the Board of Directors deems necessary or appropriate.