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October 14, 1999


Mr. Jerauld J. Cutini
112 Worcester Lane
Los Gatos, CA 95030


Dear Jerry:

We are very pleased to extend GaSonics International's offer to you to join
our organization. The following is our offer to you:

1.     The position of Senior Vice President, Marketing and Business
       Development, reporting to the President and CEO of GaSonics
       International, Asuri S. Raghavan.

2.     Your base salary will be $16,666.66 per month ($200,000 annually).

3.     You will receive an executive car allowance of $650.00 per month.

4.     You will be eligible to receive an executive incentive of 45% of your
       base salary upon achievement of individual and/or financial goals, paid
       annually.

5.     You will be eligible to participate in our executive deferred
       compensation plan.

6.     You will be eligible to participate in GaSonics' 401(k) Plan.  The
       Company contributes 50% of the first 6% of salary deferral made to the
       Plan and is vested over a four-year schedule.

7.     You will receive 150,000 stock options when you begin employment with
       GaSonics International.  All options are contingent upon approval by
       the Board of Directors with option price set at fair market value
       established at the time of the grant.  Options expire after ten years
       of service.  The vesting schedule of these stock options will be as
       follows:

       -  100,000 stock options: Twenty-five percent of the grant shall
          become exercisable upon completion of one year of service.  The
          remaining options of the grant will become exercisable in 36
          successive equal monthly installments upon completion of each
          additional month of service over the succeeding three years.

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Mr. Jerauld J. Cutini
October 14, 1999
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       -  50,000 stock options:  Twenty-five percent of the grant (12,500
          options) shall become exercisable upon completion of two years of
          service; twenty-five percent of the grant (12,500 options) shall
          become exercisable in twelve (12) successive monthly installments
          upon completion of each additional month of service between two and
          three years of service; fifty percent of the grant (25,000 options)
          shall become exercisable in twelve (12) successive monthly
          installments upon completion of each additional month of service
          between three and four years of service.

       You will be eligible for an annual option replenishment distribution in
       the summer of CY2001.

8.     In the event your employment is terminated or you resign for good
       reason within the first twelve (12) months of your employment with the
       Company, other than for cause, following a Change of Control of
       GaSonics International, you will receive one (1) year salary and
       benefits continuation, and continued stock option vesting for that
       period.  This will be paid up to a period of twelve (12) months, or
       until you begin new employment, whichever comes first.

       Your employment will be deemed to have been terminated for "cause" if
       such termination is attributable to any one of the following:
       misconduct, including but not limited to, fraud, embezzlement,
       misappropriation of Gasonics International proprietary information or
       trade secrets, breach of fiduciary duty, neglect of duties, or any
       other act or omission that may have a material adverse effect on
       GaSonics International or its business operation.  You will be deemed to
       have resigned for "good reason" if you resign for any of the following
       reasons after a change in control:  (a) a change in your position with
       GaSonics International which materially reduces your duties and
       responsibilities or the level of management to which you report, (b) a
       reduction in your level of compensation (including base salary, fringe
       benefits and target bonus under any corporate-performance based bonus
       or incentive programs) by more than fifteen percent (15%) or (c) a
       relocation of your place of employment by more than fifty (50) miles,
       provided and only if such change, reduction or relocation is effected
       without your consent.

With your acceptance of this offer, you will receive the Standard GaSonics
International benefits package.  Benefit coverage will commence on your date
of hire.  BENEFITS ORIENTATION WILL BE CONDUCTED ON YOUR FIRST DAY OF
EMPLOYMENT AT 8:00 A.M. IN BUILDING ONE, 2730 JUNCTION AVENUE.

Verification of your citizenship or right to work in the United States is
required, and you will need to provide proof of this upon your first day of
employment.  I have attached a copy of U.S.


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Mr. Jerauld J. Cutini
October 14, 1999
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Department of Justice form I-9.  Please complete this form and bring it and
the required verification documents with you to orientation.

Employment with GaSonics International is for no specified period of time.
As a result, either you or Gasonics International are free to terminate your
employment relationship at any time for any reason, with or without cause.
This is the full and complete agreement between us on this term.  Although
your job duties, title, compensation and benefits as well as GaSonics
International personnel policies and procedures may change from time to time,
the "at-will" nature of your employment may only be changed in an express
writing by you and the President of the Company.

To indicate your concurrence and acceptance, please sign one copy of this
letter and return it to my attention at your earliest convenience.

GaSonics International is a company with a goal of leading the industry in
some of the most challenging and exciting markets.  Whether or not we meet
this challenge depends upon the excellence of our people.  Thus, the position
offered you is central to the Company's success.

Jerry, I have thoroughly enjoyed our interaction so far.  With your coming on
board, I have no doubt that GaSonics International will soon become the
premier player that we are destined to be.  I look forward to working with you
to make that happen.


Sincerely,

/s/ Asuri S. Raghavan

Asuri S. Raghavan
President and Chief Executive Officer

GASONICS INTERNATIONAL


ASR/cz


Agreed and accepted: /s/ Jerauld J. Cutini                   Oct. 19, 1999
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                    Name                                     Date

Employment start date:  October 19, 1999
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                      Date