Exhibit 10.32  FIRST
AMENDMENT TO PURCHASE AND SALE AGREEMENT  This FIRST AMENDMENT, signed
and entered into as of this 10th day of December, 2007 is by and between
CREDENCE SYSTEMS CORPORATION (Seller) and CARLYLE INVESTMENT CO. (Buyer)  RECITALS  A.Seller and Buyer entered
into that certain Purchase and Sale Agreement and Receipt for Earnest Money
dated November 5, 2007 (the Agreement).  B.Seller and
Buyer desire to amend the Agreement as provided for herein.  NOW
THEREFORE,for and in consideration of the mutual covenants contained herein and
in the Agreement, the parties hereby amend the Agreement as follows:  1.Purchase
Price.The Purchase Price is Twenty Million Dollars ($20,000,000).  2.Earnest
Money.Upon mutual execution of this First Amendment, Buyer shall (i) convert
the Note to cash and deposit the same with the Title Company as Earnest Money,
and (ii) also deposit with the Title Company an additional Two Hundred
Fifty Thousand Dollars ($250,000) Earnest Money in the form of cash, for a total
cash Earnest Money deposit of Five Hundred Thousand Dollars ($500,000).  3.Easements.At Closing, the
parties shall grant the following easements:  (a)Seller and Buyer shall each grant to the other
permanent, reciprocal easements for purposes of vehicular and pedestrian
ingress and egress over and upon the existing drive aisle that straddles the
property boundary between Lot 2 of the Property (Lot 2) and the abutting Lot
1 that will be retained by Seller (Lot 1).  (b)Seller shall grant to Buyer a permanent casement for
the use, maintenance, repair, and replacement of an electrical transformer and
generator serving the Property, together with the existing lines to and from
such equipment and the Property, that are located on Lot 1.  (c)Seller shall grant to Buyer a temporary easement for
the use, maintenance, repair, and replacement of the existing parking areas and
drive aisles that are located on Lot 1 that serve the building located on Lot 2
(the Parking Area). Following Closing, Seller shall complete, at its sole
cost and expense, a boundary line adjustment between Lot 1 and Lot 2 to include
the Parking Area as part of Lot 2. Buyer shall cooperate with the boundary line
adjustment effort, and will execute any and all applications or other documents
necessary to accomplish the same. Upon completion of the boundary line
adjustment, Seller shall convey the Parking Area to Buyer and the temporary
easement therefor shall be terminated. If, despite Sellers reasonable efforts,
Seller is unable to receive all necessary approvals for the boundary line
adjustment and the same does not occur, the easement for the Parking Area shall
be made permanent.  1


The parties shall agree on the form of the above easements prior to
Closing, which shall be executed and delivered by the parties at Closing and
recorded following the recording of the Deed.  4.Contingency
Waiver.Buyer hereby waives all conditions to its obligations under the
Agreement, except for Seller and Buyer agreeing on the form or (i) the
easements described in Section 3 of this First Amendment and (ii) the
lease back of the Property described in Sections 24 and 25 of the Agreement,
and the execution and delivery of such documents by the parties at Closing.
Sellers obligations under the Agreement are also contingent upon the same.  5.Right
of First Opportunity.At Closing, Seller will grant to Buyer the
Right of First Opportunity to purchase Lot 1. By such right, if Seller
determines to sell Lot I, Seller will first advise Buyer of the terms and
conditions upon which Seller intends to sell Lot 1 and Buyer shall thereafter
have fifteen (15) days in which to agree to purchase Lot I on such terms and
conditions. If Buyer does not exercise the right to purchase Lot 1, Buyers
Right of First Opportunity shall be extinguished and Seller shall be free to
sell Lot 1 to a third-party.  6.Effect
on Agreement.In the event of any inconsistency between the terms
of this First Amendment and of the Agreement, the terms hereof shall control.
Except as otherwise set forth herein, the terms of the Agreement shall remain
as originally stated, and the same shall remain in full force and effect.  7.Defined
Terms.To the extent not otherwise defined herein, all capitalized terms used
herein shall have the meanings set forth in the Agreement.  8.Counterparts.This First
Amendment may be executed in counterparts and by facsimile transmission, each
of which shall be deemed to be an original hereof, and all of which together
shall constitute one and the same agreement.  IN WITNESS WHEREOF, the
parties have executed this First Amendment as of the day and year first above
written.  SELLER
  BUYERCredence
  Systems Corporation
  Carlyle
  Investment Co.By:
  
  
  By:Name:
  Dennis
  Mettagle
  
  Name:
  R.
  Barry MenasheIts:
  Vice
  President, and CPO
  
  Its:
  Owner  2