Noncompetition Agreement

EXHIBIT 10.22


NONCOMPETITION AGREEMENT

AGREEMENT made as of May 31, 1998 between ADE Corporation, a Massachusetts corporation ("ADE"), with offices at 80 Wilson Way, Westwood, Massachusetts 02090, and David Basila ("Stockholder"), an individual having his principal residence at the address set forth on the signature page hereto.


W I T N E S S E T H

WHEREAS, Stockholder is a stockholder of Phase Shift Technology, Inc. an Arizona corporation ("PST");


WHEREAS, ADE (which for purposes of this Agreement shall be deemed to mean ADE Corporation and each of its subsidiaries (including PST as of the Effective Date of the Merger) unless the context otherwise requires) is on the date hereof combining with PST by means of the merger (the "Merger") of a wholly owned subsidiary of ADE with and into PST, pursuant to an Agreement and Plan of Merger dated March 8, 1998 (the "Merger Agreement");


WHEREAS, under the terms of the Merger Agreement, Stockholder in connection with the Merger will receive substantial consideration in the form of shares of the Common Stock of ADE.


WHEREAS, in order to insure for itself the benefits of the ownership of PST and the operation of PST's business, ADE has as a condition of its obligation to cause the Merger to be consummated, pay the consideration contemplated by the Merger Agreement, and consummate the other transactions contemplated by the Merger Agreement, required that certain of the persons who immediately prior to the effectiveness of the Merger were stockholders of PST agree not to engage in any activities competitive with the business of ADE (including without limitation the business of PST) as provided herein;


NOW, THEREFORE, in order to induce ADE to cause the Merger to be consummated, pay to Stockholder the consideration due to him as contemplated by the Merger Agreement, and to consummate the other transactions contemplated by the Merger Agreement, in consideration of the mutual covenants and promises contained herein and in the Merger Agreement, and for other good and valuable consideration, t ...