[Credence Systems Corporation Logo]



March 13, 1998




Mr. Dennis P. Wolf
6482 Pfeiffer Ranch Ct.
San Jose, CA 95120

Dear Dennis,

This is a revision to our offer letter dated March 6, 1998.

Credence  Systems  Corporation  is  pleased to offer you the  position  of Chief
Financial Officer,  reporting to Dr. Bill Bottoms,  our Chief Executive Officer,
with a start date to be negotiated between yourself and Dr. Bottoms.  This is an
exempt position with the following compensation structure:

      $200,000      Annualized Base Salary (a biweekly salary rate of $7692.31)

       150,000      Annualized Target Variable Compensation

      $350,000      Annualized Target Compensation

Variable  compensation is based on company  profitability and the achievement of
your specific  objectives,  as determined by yourself and Dr. Bottoms. For 1998,
your annualized  target variable  compensation  will be a guaranteed  minimum of
$50,000.

Additionally,  you  will  receive  allowances  in the  form of  ordinary  income
totaling  $791.50  monthly.  These  consist  of  a  $500.00  monthly  automobile
allowance, a $125.00 monthly financial and tax planning allowance, and a $166.50
monthly  health club  allowance,  and will be paid to you along with your normal
biweekly pay check.

Your  primary  job  responsibility  will be to manage  Corporate  Finance,  with
responsibility for these functions throughout Credence worldwide.

This offer  includes  incentive  stock options (ISO) for the right to purchase a
total of 80,000 shares of the Company's outstanding common stock, vesting over a
four year period,  subject to approval by the Company's  Board of Directors.  If
approved,  the  exercise  price of the stock  options  will be equal to the fair
market  value of the common  stock on the date the options  are  approved by our
Board of Directors. You will find that this ISO presents favorable tax treatment
compared to other non-qualified plans. A copy of the 1993 Stock Option Plan will
be made  available  to you.  Additionally,  you will be included in a program of
periodic stock grants for key employees.

In the event of a change in  corporate  control,  you will be eligible  for full
vesting of outstanding stock options if a comparable  position is not offered to
you.


Credence Systems
Corporation
Fremont, CA  94539
(510) 657-7400
FAX (510) 623-2560


<PAGE>




Mr. Dennis P. Wolf
March 13, 1998
Page Two



Credence  provides a  comprehensive  and  competitive  benefits  package,  which
includes a group health  insurance  plan, a Flexible  Spending  Account Plan, an
Employee  Stock  Purchase  Plan, and a 401 (k) Plan, as outlined in the enclosed
information. Credence provides a discretionary 401 (k) match. This match is tied
to company profitability and is therefore, not guaranteed.

The Immigration  Reform and Control Act of 1986 requires all employers to verify
that employees are authorized for employment in the United States.  The enclosed
memorandum  on  Employment  Eligibility  Verification  from the US Department of
Justice discusses what documents are acceptable as verification of your identity
and  authorize you to work in the United  States.  Please be aware that you must
bring the appropriate  documents with you for your orientation on your first day
of employment.

Employment with Credence Systems Corporation is not for a specified term and can
be terminated by yourself or by Credence at any time and for any reason, with or
without cause or advance notice.  Any  representations  or agreements  which may
have been made to you are superseded by this offer.

This offer is open for ten days from the date of this  letter and will expire on
March 24, 1998. If you accept this offer,  the terms of employment  described in
this letter  shall  constitute  the entire  agreement  between you and  Credence
Systems Corporation.  Any modification or alteration of the at-will term of your
employment may only be made in writing,  signed by you and Ms. Sharon  Atkinson,
Vice President, Human Resources.

Dennis,  we believe  you will be a valuable  addition to our staff and hope that
you are as pleased in  joining  Credence  as we are in  welcoming  you.  We look
forward to our mutual success and growth.

Sincerely,


/s/ BECKY MCINTYRE                     
(for) Sharon L. Atkinson
Vice President, Human Resources

ACCEPTED    /s/ DENNIS P. WOLF                DATE     March 24, 1998
        ----------------------------              ------------------------

*Please sign and date above and send one copy to John Castanha, Human Resources,
Credence Systems  Corporation,  215 Fourier Avenue,  Fremont,  CA' 94539. Please
retain the other copy for your records.