Amendment No. 2 To Employment And Non-competition Agreement, MR. Brian James

Exhibit 10.2

AMENDMENT NO. 2 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT

This AMENDMENT NO. 2 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT (this " Amendment" ) is made as of February 15, 2006 by and between ADE CORPORATION (the " Company" ) and BRIAN JAMES (the " Executive" ). WHEREAS, the Company and the Executive are parties to a certain Employment and Non-Competition Agreement dated as of May 1, 2002 as amended (the " Agreement" ).

WHEREAS, the parties wish to amend the Agreement in light of Section 409A of the Internal Revenue Code of 1986, as amended, the proposed regulations thereunder and other guidance now existing.

Accordingly, the Company and the Executive hereby agree as follows:

1. Paragraph 20 of the Agreement is hereby amended to add the following paragraph at the end thereof, effective as of September 30, 2005:

" If at any time, the Company or any successor obligated to make any payment hereunder (the " Employer" ) has a class of stock that is publicly traded on an established securities market or otherwise, then the Employer shall from ...