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                                                                 EXHIBIT 99.10

                        CREDENCE SYSTEMS CORPORATION

                          EMPLOYEE STOCK PURCHASE PLAN

              (As Amended and Restated Through February 12, 1997)

1.   Purpose Of the Plan
     -------------------

     The Credence Systems Corporation 1994 Employee Stock Purchase Plan (the
"Plan") is intended to provide a suitable means by which eligible employees of
the Credence Systems Corporation (the "Company") may accumulate, through
voluntary, systematic payroll deductions, amounts regularly credited to their
account to be applied to the purchase of shares of the common stock, par value
$0.001, of the Company (the "Common Stock") pursuant to the exercise of options
granted from time to time hereunder.  The Plan provides employees with the
opportunities to acquire proprietary interests in the Company, and will also
provide them with additional incentives to continue their employment and promote
the best interests of the Company. Options granted under the Plan are intended
to qualify under Section 423 of the Internal Revenue Code of 1986, as amended
(the "Code").


2.   Shares of Stock Subject to the Plan
     -----------------------------------

     Subject to the provisions of Section 12, the maximum number of Common Stock
which may be issued on the exercise of options granted under the Plan is 500,000
shares of the Company's Common Stock.  Any shares subject to an option under the
Plan, which option for any reason expires or is terminated unexercised as to
such shares, shall again be available for issuance on the exercise of other
options granted under the Plan.  Shares delivered on the exercise of options
may, at the election of the Board of Directors of the Company, be authorized but
previously unissued Common Stock or Common Stock reacquired by the Company, or
both.


3.   Administration
     --------------

     The Plan shall be administered by the Compensation Committee of the Board
of Directors of the company (the "Committee"), which shall be composed of not
less than two members of the Board of Directors of the Company, all of whom
shall be ineligible to participate in this Plan and shall otherwise qualify as
disinterested persons for purposes of Rule 16b-3 (c) (2) (i) promulgated by the
Securities and Exchange Commission.  Subject to the provisions of the Plan, the
Committee shall have full discretion and exercise power (i) to determine the
terms and conditions under which the shares shall be offered and corresponding
options shall be granted under the Plan for the Purchase Period (as defined in
Section 6) consistent with the provisions of the Plan, and (ii) to resolve all
questions relating to the administration of the Plan.

     The interpretation and application by the Committee of any provision of the
Plan shall be final and conclusive on all employees and other persons having, or
claiming to have, an interest 
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under the Plan. The Committee may, in its discretion, establish such rules and
guidelines relating to the Plan as it may deem desirable.

     The Committee may employ such legal counsel, consultant and agents as it
may deem desirable for the administration of the Plan and may rely upon any
opinion received from any such counsel or consultant and any computation
received from any such counsel or consultant or agent.  The Committee shall keep
minutes of its actions under the Plan.

     No member of the Board of Directors or the Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any
options granted hereunder.


4.   Eligibility to Participate
     --------------------------

     The persons eligible to participate in this Plan shall be all employees
(including officers) of the Company, or any participating affiliate, who have
been actively employed by the Company, or such affiliate, for thirty (30)
consecutive days as of the first day of any Purchase Period, but excluding
employees whose customary employment is for not more than five (5) months in any
calendar year or twenty (20) hours or less per week.  An employee who is
eligible to participate in this Plan pursuant to the foregoing sentence is
hereinafter referred to as an "Employee".  A participating affiliate, for
purposes of the Plan, shall include any now existing or hereafter established
parent or subsidiary corporation of the Company, as determined in accordance
with Code Sections 424(e) and 424(f), which elects, with the consent of the
Company's Board of Directors, to extend the benefits of the Plan to its eligible
employees.

     Nothing contained in the Plan shall confer upon any Employee any right to
continue in the employ of the Company or any of its affiliates, or interfere in
any way with the right of the Company or any of its affiliates to terminate his
employment at any time.


5.   Participation in the Plan
     -------------------------

     An Employee may participate in the Plan only as of the beginning of the
Purchase Period.  If an employee becomes eligible to participate in the Plan
after the commencement of a Purchase Period, that Employee may not participate
in the Plan until the beginning of the next Purchase Period.  A copy of the Plan
will be furnished to each Employee prior to the beginning of the first Purchase
Period during which he may participate in the Plan.  To participate in the Plan,
an employee must deliver (or cause to be delivered) to the Company, within seven
(7) days prior to the commencement of the first Purchase Period during which
participation in the Plan is desired, a contingent subscription for Common Stock
and authorization for payroll deductions to effect the purchase of Common Stock
(hereinafter called a "Participation Election").  In the Participation Election
an Employee must:
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         (i)  authorize payroll deductions within the limits prescribed in
              Sections 8 and 9 and specify the percentage to be deducted
              regularly from his Compensation (as defined in Section 8);

        (ii)  elect and authorize the purchase by him for each Purchase Period
              of a specific number of shares of Common Stock on the Exercise
              Date (as defined in Section 7) with respect to the applicable
              Purchase Period, provided that such specific number of shares
              shall not exceed a total of seven hundred and fifty shares in any
              Purchase Period;

       (iii)  furnish the exact name or names and address or addresses in which
              the stock certificates for Common Stock purchased by him under the
              Plan are to be issued; and

        (iv)  agree to notify the company if he should dispose of Common Stock
              purchased through the Plan within two (2) years of the
              commencement of the Purchase Period in which he purchased the
              Common Stock.

     Stock certificates for shares of Common Stock purchased under the Plan may
be issued in the Employee's name or, if so designated by the Employee, in his
name and the name of another person who is a member of his family, with right of
survivorship; for this purpose the "family" of an Employee shall include only
his spouse, his ancestors and lineal descendants and his brothers and sisters.

     An Employee need not, and may not, make a down payment in order to
participate in the Plan.

     Participation in the Plan is entirely voluntary, and a participating
Employee may withdraw from participation, as provided in Section 15, during any
Purchase Period at any time prior to the Exercise Date for such Purchase Period.


6.   Purchase Period: Grant of Options
     ---------------------------------

     Each Purchase Period under the Plan shall commence on the first day of a
calendar half (or, for the first Purchase Period, such date established by the
Committee following the effective date specified in Section 20) and end on the
last day of such calendar half, and shall include all pay periods ending within
it.  For this purpose, calendar halves begin on January 1 and July 1.  During
each Purchase Period, participating employees shall accumulate credits to a
bookkeeping account maintained by the Company (hereinafter referred to As a
"Stock Purchase Account") through payroll deductions to be made at the close of
each pay period for the purchase of shares of Common stock under the Plan.  For
each Purchase Period, the Company shall grant options to participating Employees
with respect to the number of shares of Common Stock (subject to the provisions
of sections 2,5,11 and-12) which shall be purchasable through the application of
the amounts credited to such Employee's Stock Purchase Account at the purchase
price per share 
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determined on the Exercise Date for the Purchase Period (such number of shares
to be subject to reduction in the event of a pro rata apportionment provided
for in Section 17).


7.   Exercise Dates, and Purchase Prices
     -----------------------------------

     The last business day of each Purchase Period shall constitute the
"Exercise Date" for such Purchase Period.  Subject to the provisions of Section
12, the purchase price per share of Common Stock to be purchased on an Exercise
Date pursuant to the exercise of options granted for the Purchase Period,
through the application of amounts credited during such Purchase Period to the
Stock Purchase Accounts of participating Employees, shall be the lesser of:

     (A)  an amount equal to 85% of the Fair Market Value of the Common Stock at
          the time such option is granted (i.e., the first day of the Purchase
          Period), or

     (B)  an amount equal to 85% of the Fair Market Value of the Common Stock at
          the time each option is exercised (i.e., the Exercise Date).

     For purposes of the Plan, the Fair Market Value of a share of Common Stock
on any date shall be (i) if the Common Stock is traded on an established
securities market, the mean between the high and low prices of such Common Stock
for such date, and (ii) if the Common Stock is not so traded, an amount
determined by the committee in good faith and based upon such factors as it
deems relevant to such determination.


8.   Payroll Deductions - Authorization and Amount
     ---------------------------------------------

     Employees shall authorize in their Participation Elections from 1% to 10%
(in whole percentage increments) of their Compensation to which such election
relates (subject to the limitations of Section 9).  For purposes of the Plan,
the "Compensation" of an Employee for any Purchase Period shall mean the gross
amount of his base pay on the basis of his regular, straight-time hourly, weekly
or monthly rate for the number of hours normally worked, exclusive of overtime,
sales commissions, bonuses, shift premiums and other forms of compensation.

     By delivering to the Company within seven (7) days prior to the
commencement of the next Purchase Period a revised Participation Election, a
participating Employee may change the amount to be deducted from his
Compensation during the next Purchase Period, subject to the limitations of
Sections 8 and 9.

     A participating Employee's authorization for payroll deductions will remain
in effect for the duration of the Plan, subject to the provisions of Sections 11
and 14, unless his election to purchase Common Stock shall have been terminated
pursuant to the provisions of section 13, the amount of the deduction is
changed, as provided in this Section 8, or the Employee withdraws or is
considered to have withdrawn from the Plan under Section 15 or 16.
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     All amounts credited to the Stock Purchase Accounts of participating
Employees shall be held in the general funds of the Company but shall be used
from time to time in accordance with the provisions of the Plan.


9.   Limitations on the Granting of Options
     --------------------------------------

     Anything in the Plan to the contrary notwithstanding, no participating
employee may be granted an option which permits his rights to purchase Common
Stock under all employee stock purchase plans of the Company and its parent and
subsidiary companies (if any) to accrue at a rate which exceeds $25,000. of the
Fair Market Value of such Common Stock (determined at the time such option is
granted) f or each calendar year in which such option is outstanding at any
time.  For purposes of this Section 9:

         (i) the right to purchase stock under an option accrues when the
             option (or any portion thereof) first becomes exercisable during
             the calendar year;

        (ii) the right to purchase stock under an o option accrues at the rate
             provided in the option, but in no case may such rate exceed
             $25,000 of the Fair Market Value of such stock (determined at the
             time such option is granted) for any one calendar year; and

       (iii) a right to purchase stock which has accrued under one option
             granted pursuant to the Plan may not be carried over to any other
             option.

     No participating Employee may be granted an option hereunder if such
Employee, immediately after the option is granted, owns (within the meaning of
Section 423 (b) (3) of the Code) stock possessing five (5) percent or more of
the total combined voting power or value of all classes of stock of the Company
or of its parent or subsidiary corporations.  For purposes of the Plan, the
terms "parent corporation" and "subsidiary corporation" shall have the
respective meanings set forth in section 424 of the Code.


10.  Stock Purchase Amounts
     ----------------------

     The amount deducted from the Compensation of each participating Employee
shall be credited to his individual Stock Purchase Account.  Employees
participating in the Plan may not make direct cash payments to their Stock
Purchase Accounts.

     Following the close of each Purchase Period, the Company will furnish to
each participating Employee a statement of that Employee's individual Stock
Purchase account.  This statement shall show (i) the total amount of payroll
deductions for the Purchase Period just closed, (ii) the number of full shares
(and the purchase price per share) of Common Stock purchased, pursuant to the
provisions of Section 11, by the participating Employee for the Purchase Period,
and (iii) any remaining balance of payroll deductions which are to be refunded
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to the Employee following the close of the Purchase Period (or carried forward
to the next Purchase Period in the case of amounts representing fractional
shares).


11.  Issuance and Purchase of Common Stock
     -------------------------------------

     Shares of Common Stock may be purchased by a participating Employee only on
the Exercise Date for each Purchase Period; and the options which the Company
grants to participating Employees for the purchase of Common Stock for a
Purchase Period may be exercised only on the  Exercise Date.  No fractional
shares of Common Stock may be purchased hereunder.  The purchase price per share
shall be determined as set forth in Section 7.

     A participating Employee who purchases Common Stock, pursuant to the
exercise of options granted under the Plan, shall purchase as many full shares
as shall be stated in the Participation Election that the Employee has
completed, subject to the limitations set forth in Sections 5, 8, 9, 12 and 17;
provided that in no event may shares be purchased other than by application of
the balance in the Stock Purchase Account on the Exercise Date and that in no
event may a participating Employee purchase a greater number of shares than
would be purchasable at the purchase price determined in accordance with Section
7 through the application of the balance in his Stock Purchase Account on the
Exercise Date for the Purchase Period to which the option relates.  Any balance
remaining in such a participating Employee's Stock Purchase Account following an
Exercise Date shall be refunded to the Employee as soon as practicable
thereafter; provided, however, that the participating Employee may elect to
carry over any such balance representing a fractional share to the next
succeeding Purchase Period.

     Certificates for Common Stock so purchased shall be delivered to the
employee as soon as practicable.

     All rights as an owner of shares of the Common Stock purchased under the
Plan shall accrue to the participating Employee who purchased the shares
effective as of the Exercise Date on which the amounts credited to his Stock
Purchase Account were applied to the purchase of the shares; and such Employee
shall not have any rights as a shareholder prior to such Exercise Date .by
reason of his having elected to purchase such shares.


12.  Dilution or Other Adjustment
     ----------------------------

     If the Company is a party to any merger or consolidation, or undergoes any
separation, reorganization (other than a reincorporation in another state), or
liquidation, then the options outstanding under the Plan shall be exercised
immediately prior to the effective-date of such transaction, and such date shall
accordingly qualify as an Exercise Date under Section 7. In addition, in the
event of a reclassification, stock split, combination of shares, separation
(including a spin-off), dividend on shares of the Common Stock payable in stock,
or other similar change in capitalization or in the corporate structure of the
shares of the Common Stock of the Company, the Committee shall conclusively
determine the appropriate adjustment in the 
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purchase price and other terms of purchase for shares subject to outstanding
Participation Elections for the Purchase Period occurring at such time, in the
number and kind of shares or other securities which may by purchased for such
Purchase Period, in the aggregate number of shares which may be purchased
under the Plan, and in the maximum number and kind of shares which may be
purchased per Employee in any Purchase Period. Any such adjustment in the
shares or other securities subject to the outstanding options granted to such
Employee (including any adjustments in the option price) shall be made in such
manner as not to constitute a modification as defined by Section 424(h)(3) of
the Code and only to the extent permitted by Sections 423 and 424 of the Code.


13.  No Assignment of Plan Rights or of Purchased Stock
     --------------------------------------------------

     An Employee must promptly advise the Company if a disposition shall be made
of any shares of Common Stock purchased by him under the Plan if such
disposition shall have occurred within two years of the commencement of the
Purchase Period in which he purchased such shares.

     A participating Employee's privilege to purchase Common Stock under the
Plan can be exercised only by him; and he cannot purchase Common Stock for
someone else, although he may designate (in accordance with the provisions of
Section 5) that stock certificates of Common Stock purchased by the Employee be
issued in the joint names of the Employee and a family member.

     An Employee participating in the Plan may not sell, transfer, pledge, or
assign to any other person any interest, privilege or right under the Plan or in
any amounts credited to his Stock Purchase Account; and if this provision shall
be violated, his election to purchase Common Stock shall terminate, and the only
right remaining thereunder will be to have paid to the person entitled thereto
the amount then credited to the Employee's Stock Purchase Account.


14.  Suspension of Deductions
     ------------------------

     A participating Employee's payroll deductions under the Plan shall be
 suspended if on account of a leave of absence, layoff or other reason a
 participating Employee does not have sufficient Compensation in any payroll
 period to permit payroll deductions authorized under the Plan to be made in
 full.  The suspension will last until the participating Employee again has
 sufficient Compensation to permit such payroll deductions to be made in full;
 but if the suspension shall not have been removed by the Exercise Date for the
 Purchase Period in which it began, shares will be purchased to the extent that
 the employee contributed funds prior to the suspension of deductions.  In the
 event of voluntary withdrawal or termination of employment, funds will be
 returned to the employee as provided in Section 15.
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15.  Withdrawal from, and Reparticipation in the Plan
     ------------------------------------------------

     During any Purchase Period a participating Employee may withdraw from the
Plan at any time prior to the Exercise Date for the Purchase Period; and,
subject to, and in accordance with the provisions of Sections 5 and 8, he may
again participate in the Plan at the beginning of any Purchase Period subsequent
to the Purchase Period in which he withdrew.  Withdrawal of a participating
Employee shall be effected by written notification prior to such Exercise Date
to the Company on a form which the Company shall provide for this purpose
("Notice of Withdrawal").  In the event a participating Employee shall withdraw
from the Plan, all amounts then credited to his Stock Purchase Account shall be
returned as soon as practicable after his Notice of Withdrawal shall have been
received.

     If an Employee's payroll deductions shall be interrupted by any legal
process, a Notice of Withdrawal will be considered as having been received on
the day the interruption shall occur.


16.  Termination of Participation
     ----------------------------

     A participating Employee's right to continue participation in the Plan will
terminate upon the earliest to occur of (i) the Company's termination of the
Plan, (ii) the Employee's transfer to ineligible employment status, or (iii)
retirement, disability, death or other termination of employment with the
Company.  Upon the termination of an Employee's right to continue participation
in the Plan on account of the occurrence of any of the foregoing events, all
amounts then credited to the individuals Stock Purchase Account not already used
for the purchase of Common Stock will be repaid as soon as practicable.  Such
repayments shall be made to the participating Employee unless the termination of
participation occurred by reason of such Employee's death, in which event such
repayment shall be made to such Employee's beneficiary.  For this purpose, an
Employee's beneficiary shall be the person, persons or entity designated by the
Employee on a form prescribed by and delivered to the Company or, in the absence
of an effective beneficiary designation, the Employee's estate; provided,
however, that the determination of the Employee's beneficiary hereunder shall be
subject to any applicable community property or other laws.


17.  Apportionment of Stock
     ----------------------

     If at any time shares of Common Stock authorized for purposes of the Plan
shall not be available in sufficient number to meet the purchase requirements
under all outstanding Participation elections, the Committee shall apportion the
remaining available shares among the participating Employees on a pro rata
basis.  In no case shall any apportionment of shares be made with respect to a
participating Employee's election to purchase unless such election is then in
effect (subject only to any suspension provided for in the Plan).  The Committee
shall give notice of such apportionment and of the method of apportionment used
to each participating Employee to whom shares shall have been apportioned.
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l8.  Government Regulations
     ----------------------

     The Plan, and the obligation of the Company to issue, sell and deliver
Common Stock under the Plan are subject to all applicable laws and to all
applicable rules, regulations and approvals of government agencies.


19.  Amendment or Termination
     ------------------------


     The Board of Directors of the Company may at any time amend, suspend or
terminate the Plan; provided, however, that no amendment (other than an
amendment authorized by Section 12) may be made increasing the aggregate number
of shares of Common Stock which may be issued pursuant to the Plan, reducing the
minimum purchase price at which shares may be purchase, hereunder, extending the
maximum period during which shares may be purchased hereunder or changing the
class of employees eligible to participate hereunder; without the approved of
the holders of a majority of the outstanding voting shares of the Company.

20.  Effective Date
     --------------

     The Plan shall become effective on the later of the IPO date (as hereafter
defined) or (ii) the date of its adoption by the Board of Directors of the
Company, subject to approval of the Plan by the Company's shareholders within 12
months after the date of the Plan's adoption by said Board of Directors.  In the
event of the failure to obtain such shareholder approval, the Plan shall be null
and void and the Company shall have no liability thereunder.  No shares of the
Common Stock may be issued under the Plan until such shareholder approval has
been obtained.  For purposes of this Section 20, the "IPO Date" shall mean the
date on which shares of Common Stock of the Company are first sold to the
public.


21.  Termination
     -----------

     The Plan shall terminate on December 31, 2003.  Any unexpired Purchase
Period that commenced prior to such termination date shall forthwith expire on
such termination date, which shall be deemed the Exercise Date for such Purchase
Period.