Silicon Valley Financial Services
                        A Division of Silicon Valley Bank
                                3003 Tasman Drive
                              Santa Clara, CA 95054
                        (408) 654-1000 Fax (408) 980-6410

                  This   NON-RECOURSE   RECEIVABLES   PURCHASE   AGREEMENT  (the
"Agreement"),  dated  as of May 1,  1998 is  between  Silicon  Valley  Financial
Services,  a division of Silicon  Valley Bank,  ("Buyer")  and Credence  Systems
Corporation,  a California  corporation,  ("Seller'),  with its chief  executive
office at:

                  Street Address:     215 Fourier Avenue
                  City:               Fremont
                  County:             Alameda
                  State:              California
                  Zip code:           94539
                  Fax:                510/623-2522

1.       Definitions.  In this Agreement:

         1.1  "Payment" is when Buyer has received  payments  equal to the Total
Purchased Receivables.

         1.2  "Purchased  Receivables"  is all  accounts,  receivables,  chattel
paper, instruments,  contract rights, documents, general intangibles, letters of
credit,  drafts,  bankers  acceptances  other rights to payment and all proceeds
arising from the invoices and other agreements on the Schedule.

         1.3 "Schedule" is the attached schedule showing the: Purchase Date, Due
Date, Total Purchased Receivables, Discount Rate, Purchase Price, Administrative
Fee and Interest Reserve amount.

2.       Purchase and Sale of Receivables.

         2.1  Sale and  Purchase.  On the Purchase Date,  Seller sells and Buyer
buys Seller's right,  title,  and interest (but none of Sellers  obligations) to
payment from any person liable on a Purchased Receivable, ("Account Debtors").

         Each  purchase  and sale is at Buyer's and Seller's  discretion.  Buyer
will not (1) pay Seller an aggregate  outstanding  amount  exceeding Ten Million
and no/1 00*** Dollars  ($10,000,000.00)  or (ii) buy any  Purchased  Receivable
after  April  30,1999.  Each  purchase  and sale will be on an  assignment  form
acceptable to Buyer.

         2.2  Purchase Price and Related Matters. For each Purchased Receivable:

                  (a) Payment of Purchase Price.  Buyer will pay Seller,  on the
Purchase Date, the Purchase Price,  less the  Administrative  Fee and legal fees
(if any).

                  (b) Late  Payment.  If one or more payments are made after the
Due Date, Seller shall also pay Buyer, for each such payment, an amount equal to
the  Discount  Rate divided by 360 days,  multiplied  by the number of days such
payment is made after the Due Date, not to exceed 90 days, and multiplied by the
amount of such late payment.

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<PAGE>

3.       Collections, Payments and Remittances.

         3.1 Application of Payments. All payments for any Purchased Receivable,
received by Seller or Buyer, are Buyer's property.

         3.2  Collection by Seller.

                  a.  Buyer  appoints  Seller  its  attorney-in-fact  to receive
payments  and  enforce  its rights  and  designates  Seller  it's  assignee  for
collection.  Seller will use  diligence  and  commercially  reasonable  means to
collect Purchased  Receivables.  Buyer may revoke these appointments if an Event
of Default occurs and continues.

                  b.  Seller  will  begin  legal   proceedings  about  Purchased
Receivables in its name (as Buyer's  assignee for collection or enforcement) or,
with Buyer's prior written consent,  in Buyer's name. Seller will not make Buyer
party to any litigation or arbitration without Buyer's written consent.

                  c.  Seller  will  hold in  trust  for and give  Buyer  (i) all
payments made by Account Debtors,  and (ii) all  instruments,  chattel paper and
other proceeds of the Purchased Receivables.

                  d. Unless an Event of Default occurs and continues Seller will
remit  payments  to Buyer on the last  business  day of each  week  ("Settlement
Date") starting the week after the Purchase Date. On each Settlement Date Seller
will deliver a report  acceptable to Buyer of account activity  (including dates
and amounts of payments) and changes for each Purchased Receivable.

         3.3  Collection by Buyer.  If an Event of Default  occurs and continues
Buyer is appointed Sellers attorney-in-fact and Buyer may:

                  (a) demand, sue for and receive all payments for the Purchased
Receivables;and

                  (b) enforce payment of each  Purchased  Receivable in Seller's
name; and

                  (c) endorse Seller's name on checks or other instruments;  and

                  (d) notify  Account  Debtors  of the  purchase  and  sale  and
require all payments be made directly to Buyer.

                  (e) compromise,  prosecute  or  defend  any  action  or  claim
involving  a  Purchased  Receivable  including  filing  or  voting  a claim in a
bankruptcy case.

                  (f) require  Seller,  at its expense,  to notify  the  Account
Debtors to pay Buyer directly; and

                  (g) require Seller to assist  collecting and enforcing  claims
and execute any documents that Buyer reasonably requests.

         3.4   No Obligation to Take Action.  Buyer has no obligation to perform
Sellers obligations or to take action on any Purchased Receivable  (including on
defaulted Purchased Receivables).

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<PAGE>

4.       Non-Recourse; Repurchase Obligations. 

         4.1   Non-Recourse and Seller's Agreement to Repurchase. Buyer acquires
Purchased  Receivables without recourse,  except Seller will pay Buyer on demand
any unpaid portion of any Purchased Receivable if.

                  (a) For  which  there  has  been  any  breach  of  warranty,  
representation or covenant in this Agreement; or

                  (b)  For  which  the  Account  Debtor  asserts  any  discount,
allowance,  return,  dispute,  defense,  right of  recoupment,  right of return,
warranty claim, or short payment;

together with Buyers  reasonable  attorneys' and professional  fees and expenses
and all court costs for collecting  Purchased  Receivables  and/or enforcing its
rights under this Agreement.

         4.2   Payment to Buyer.  Seller will pay Buyer in immediately available
funds.

5.       Representations, Warranties and Covenants.

         5.1   Purchased Receivables- Warranties, Representations and Covenants.
Seller represents, warrants and covenants for each Purchased Receivable:

                  (a)      It is the owner with  legal  right to sell,  transfer
                           and assign it;

                  (b)      The  correct amount is on  the  Schedule  and is  not
                           disputed;

                  (c)      No  payment  is  contingent  on  any   obligation  or
                           contract, and  it  has fulfilled all its  obligations
                           as of the Purchase Date;

                  (d)      It is based on  actual  sale  and  delivery  of goods
                           and/or services  rendered,  due no later than its Due
                           Date and  owing to  Seller,  it is not past due or in
                           default,  has not  been  previously  sold,  assigned,
                           transferred,  or  pledged,  and is free of any liens,
                           security interests and encumbrances;

                  (e)      There  are no  defenses,  offsets,  counterclaims  or
                           agreements in which the Account  Debtor may claim any
                           deduction or discount.

                  (f)      It reasonably believes no Account Debtor is insolvent
                           as defined in the United States  Bankruptcy Code ("US
                           Code")  or the  California  Uniform  Commercial  Code
                           ("UCC") and no Account  Debtor has filed or had filed
                           against it a voluntary  or  involuntary  petition for
                           relief under the US CODE.; and

                  (g)      No Account  Debtor has objected to payment for or the
                           quality or quantity  of the subject of the  Purchased
                           Receivable,

                  (h)      It will not  assign,  transfer,  sell,  or grant,  or
                           permit any lien or security  interest without Buyer's
                           prior written consent

         5.2   Additional  Warranties,  Representations  and  Covenants.  Seller
represents, warrants and covenants:

                  (a)      Its  name,  form  of  organization,  chief  executive
                           office,  and the place  where the  records  about all
                           Purchased  Receivables  are  kept  is  shown  at  the
                           beginning of this Agreement and it will give Buyer at
                           least 10 days prior written  notice of changes to its
                           name,   organization,   chief  executive   office  or
                           location of records.

                  (b)      It will pay all its taxes  including  gross  payroll,
                           withholding and sales taxes when due and will deliver
                           satisfactory evidence of payment if requested.

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<PAGE>

                  (c)      It has not filed a  voluntary  petition  or had filed
                           against it an involuntary  petition under the US CODE
                           and does not anticipate any filing;

                  (d)      If Payment of any Purchased Receivable does not occur
                           by its Due Date then  Seller  will  provide a written
                           report, within 30 days, of the reasons for the delay.

                  (e)      While any Purchased Receivable is outstanding, Seller
                           will give Buyer  copies of all Forms 1 0-K, 1 0-Q and
                           8-K (or equivalents) within 5 days of its filing with
                           the Securities and Exchange Commission.

6.        Adjustments.  If any Account  Debtor  asserts a  discount,  allowance,
return, offset, defense, warranty  claim, or the like (an  "Adjustment")  Seller
will  promptly  advise Buyer and,  with Buyer's  approval,  resolve the dispute.
Seller will resell any rejected,  returned,  or recovered  personal property for
Buyer, at Sellers expense,  with the proceeds payable to Buyer. While Seller has
returned  goods that are Buyers  property,  Seller will  segregate and mark them
"property  of Silicon  Valley  Financial  Services."  Buyer  owns the  Purchased
Receivables  and until Payment has the right to take possession of any rejected,
returned, or recovered personal property.

7.       Indemnification.

                  (a)      If any Account Debtor is released  from  any  payment
obligation  for  any  Purchased  Receivable  because  of:  (i)  Seller's  act or
omission; or (ii) any of the documentation about the Purchased Receivables which
results in  termination  of any part of the Account  Debtors  obligation for the
Purchased  Receivables,  then  Seller will pay Buyer the lesser of the amount of
the  Purchased  Receivable  not payable or the unpaid  portion of the  Purchased
Receivable.

                  (b)      Seller indemnifies and holds Buyer harmless from  any
taxes from this  transaction  (except Buyer's income taxes) and costs,  expenses
and reasonable attorney fees if Buyer promptly notifies it of any taxes of which
Buyer has notice.

8.        Additional  Rights.  Seller  grants  Buyer a  continuing  lien  on and
security interest in all of Seller's rights existing now or later  and  interest
in:

                  (a)  Returned or rejected goods  connected with  the Purchased
Receivables

                  (b)  Books and  records  about  the  Purchased  Receivables or
returned or rejected goods;

                  (c)  Proceeds  from  voluntary  or  involuntary  dispositions,
including insurance proceeds.

(all the "Related Property")

Seller may not sell or convey any  interest in Related Property  without Buyer's
prior written consent.  Seller will sign UCC financing  statements and any other
instruments or documents to evidence, perfect or protect Buyers interests in the
Purchased  Receivables  and Related  Property.  Seller will deliver to Buyer all
original  instruments,  chattel paper and documents about Purchased  Receivables
and Related Property.

9.       Default.  Any of the following is an Event of Default:

                  (a)      Seller fails to pay Buyer any  amount when  due under
                           Section 2.2(b), 3.2(c) & (d), 4.1, 7 or 12;

                  (b)      There is a  voluntary  or  involuntary  case  against
                           Seller under the US CODE,  or an  assignment  for the
                           benefit of creditors, or appointment of a receiver or
                           custodian for its assets;

                  (c)      Seller's debts are greater than the fair value of its
                           assets  or  Seller  is not  paying  its debts as they
                           become due or has unreasonably small capital;

                  (d)      An involuntary lien,  garnishment,  attachment or the
                           like is issued  against or attaches to the  Purchased
                           Receivables or Related Property;

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<PAGE>

                  (e)      Seller breaches a covenant,  agreement,  warranty, or
                           representation  in this  Agreement  and the breach is
                           not  cured to  Buyer's  satisfaction  within  10 days
                           after Buyer gives  Seller oral or written  notice.  A
                           breach that cannot be cured is an immediate default.

                  (f)      Seller defaults under any debt or liability to Buyer.

10.       Remedies on  Default.   When an Event of  Default occurs Buyer has all
rights and  remedies  under this  Agreement  and the law,  including  those of a
secured party under the UCC, and the right to collect,  dispose of, sell,  lease
or use all Purchased Receivables and Related Property.

11.       Default Rate.   Amounts not  paid by  Seller when  due  under  Section
2.2(b),  3.2(c) & (d),  4.1, 7 or 12;  will  accrue  interest  until paid at the
Discount Rate plus 5%.

12.       Fees, Costs  and  Expenses.  Immediately on demand Seller will pay all
reasonable fees, costs and expenses  (including  attorney and professional fees)
that Buyer incurs from (a) preparing,  negotiating,  administering and enforcing
this  Agreement  or  any  other  agreement,  including  amendments,  waivers  or
consents, (b) litigation or disputes relating to the Purchased Receivables,  the
Related  Property,  this Agreement or any other agreement,  (c) enforcing rights
against  Seller,  (d)  protecting  or  enforcing  its  title  to  the  Purchased
Receivables or its security interest in the Related Property, (e) collecting any
amounts due from Seller or for a Purchased  Receivable under a breach of Sellers
representation,  warranty or covenant and (f) any bankruptcy  case or insolvency
proceeding involving Seller. Reimbursement for fees, costs, and expenses through
the initial Purchase Date will be limited to $2,500.00.

13.       Choice of Law,  Venue and Jury  Trial  Waiver.  California law governs
this  Agreement.  Seller and Buyer each submit to the exclusive  jurisdiction of
the State and Federal courts in Santa Clara County, California.

SELLER  AND BUYER  EACH WAIVE ITS RIGHT TO A JURY TRIAL FROM ANY CAUSE OF ACTION
RELATED TO AGREEMENT,  INCLUDING CONTRACT, TORT, 13REACH OF DUTY OR OTHER CLAIM.
THIS WAIVER IS A MATERIAL  INDUCEMENT FOR BOTH PARTIES TO ENTER THIS  AGREEMENT.
EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

14. Notices.  Notices or demands by either party about this Agreement must be in
writing and personally  delivered or sent by an overnight  delivery service,  by
certified  mail  postage  prepaid  return  receipt  requested,  or by FAX to the
addresses below:

         Seller:  Credence Systems Corporation

                  215 Fourier Avenue
                  Fremont, CA 94539
                  Attn: Suguna Vepa
                  FAX: (510) 623-2522

         Buyer    Silicon Valley Financial Services, A Division of
                  Silicon Valley Bank
                  3003 Tasman Drive
                  Santa Clara, CA 95054
                  Attn: Michael Field
                  FAX: (408) 980-6410

         A party may change notice address by written notice to the other party.



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<PAGE>

15.      General Provisions.

         15.1  Successors  and  Assigns.  This  Agreement  binds  and is for the
benefit of successors and permitted assigns of each party. Seller may not assign
this Agreement or any rights under it without Buyers prior written consent which
may be granted or withheld in Buyers discretion.  Buyer may, without the consent
of or notice to Seller,  sell,  transfer,  or grant participation in any part of
Buyers obligations, rights or benefits under this Agreement.

         15.2  Indemnification.  Seller will indemnify, defend and hold harmless
Buyer and its officers, employees, and agents against: (a) obligations, demands,
claims,  and  liabilities  asserted  by any other party in  connection  with the
transactions  contemplated  by  this  Agreement;  and  (b)  losses  or  expenses
incurred,  or paid by Borrower from or  consequential  to  transactions  between
Buyer and Seller (including reasonable attorneys fees and expenses),  except for
losses caused by Buyer's gross negligence or willful misconduct.

         15.3  Time of Essence.  Time is of the essence for  performance  of all
     obligations in this Agreement.

         15.4  Severability  of Provision.  Each  provision of this Agreement is
severable from every other  provision in determining the  enforceability  of any
provision.
         15.5  Amendments  in  Writing,  Integration.  All  amendments  to  this
Agreement must be in writing.  This Agreement is the entire agreement about this
subject matter and supersedes prior negotiations or agreements.

         15.6  Counterparts.  This  Agreement  may be  executed in any number of
counterparts and by different parties on separate counterparts and when executed
and delivered are one Agreement.

         15.7  Survival.  All covenants, representations  and warranties made in
this  Agreement  continue in full force while any  Purchased  Receivable  amount
remains  outstanding.  Sellers  indemnification  obligations  survive  until all
statutes of limitations for actions that may be brought against Buyer have run.

         15.8  Buyer  will  use the same  degree  of care in  handling  Seller's
confidential information that it uses for its own proprietary  information,  but
may disclose  information;  (I) to its  subsidiaries or affiliates in connection
with their business with Seller,  (ii) to prospective  transferees or purchasers
of any  interest  in the  Agreement,  (iii)  as  required  by  law,  regulation,
subpoena,  or other order, (iv) as required in connection with an examination or
audit and (v) as it considers  appropriate  exercising  the remedies  under this
Agreement.  Confidential information does not include information that is either
(a) in the public domain or in Buyer's  possession  when  disclosed,  or becomes
part of the public domain after  disclosure to Buyer,  or (b) disclosed to Buyer
by a third party, if Buyer does not know that the third party is prohibited from
disclosing the information.

SELLER:        Credence Systems Corporation,
               a California corporation

               /s/ DENNIS P. WOLF
               -------------------------------------------------------
By:            Dennis P. Wolf

Title          Chief Financial Officer

BUYER:         SILICON VALLEY FINANCIAL SERVICES
               A division of Silicon Valley Bank

               -------------------------------------------------------
By

Title          Senior Vice President



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<PAGE>



                          CORPORATE RESOLUTION TO SELL

I, the Secretary or Assistant  Secretary of Credence  Systems  Corporation  (the
"Seller"), certify that:

     The Seller is a California corporation, and

     Attachments 1 and 2 are copies of Seller's  Articles of  Incorporation  and
     Bylaws which are currently effective, and

     At a duly held meeting of Seller's  directors at which a quorum was present
     (or by other authorized  corporate  action) the following  resolutions were
     adopted:

          "Resolved  that any ( ) of the  following  officers  of Seller,  whose
          signatures are below:

<TABLE>
           <S>                        <C>                   <C>    
           Name                       Title                 Signature

           Jerry Bruce                VP, Controller        /s/ JERRY BRUCE
           --------------------       ----------------      --------------------

           Suguna Vepa                Treasurer             /s/ SUGUNA VEPA
           --------------------       ----------------      --------------------

           --------------------       ----------------      --------------------

           --------------------       ----------------      --------------------
</TABLE>

         acting for Seller are authorized to:

         Execute Purchase Agreement.  To enter a Purchase Agreement with Silicon
         Valley Bank ("Buyer") on terms agreed by them and Buyer for the sale of
         certain  of  Seller's  accounts  receivable  and to  execute  renewals,
         extensions,    modifications,     refinancings,    consolidations    or
         substitutions  of any  accounts  receivable  and to do  other  acts and
         things and execute  and  deliver  other  documents  that they  consider
         necessary to carry out the effect of these Resolutions.

         Further Acts.  To designate other individuals as authorized  to request
         that Buyer purchase additional accounts  receivable under the  Purchase
         Agreement.

         Further Resolved that:

         any acts  authorized by these  Resolutions  but performed  before their
         passage are ratified, and

         these Resolutions  remain effective and Buyer may rely on them until it
         receives written notice of their  revocation,  but that notice will not
         affect any of Seller's agreements or commitments then effective."

I also  certify  that the officers or agents above are duly elected or appointed
by  Seller  and hold the  positions  opposite  their  names  and that the  their
signatures  are true and that the  Resolutions  are  effective and have not been
modified or revoked.

  /s/     DENNIS P. WOLF                                    5/29/98
--------------------------------------------         -------------------
(signature) Assistant Secretary or Secretary                 Date