<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                         (AMENDMENT NO. ______________)


                                 QC OPTICS, INC.
                                ----------------
                                (Name of Issuer)

                     Common Stock, Par Value $.01 Per Share
                     --------------------------------------
                         (Title of Class of Securities)

                                   746 934 108
                                 --------------
                                 (CUSIP Number)


                              Carl F. Barnes, Esq.
                      Morse, Barnes-Brown & Pendleton, P.C.
                                 Reservoir Place
                          Waltham, Massachusetts 02451
                                 (781) 622-5930
                ------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                 August 31, 2001
             -------------------------------------------------------
             (Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to 
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].


                         (Continued on following pages)

                               (Page 1 of 8 Pages)



<PAGE>   2

CUSIP NO. 746 934 108             SCHEDULE 13D                PAGE 2  OF 8 PAGES
---------------------                                         ------------------

1      NAME OF REPORTING PERSONS
       I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

       KLA-Tencor Corporation
       I.R.S. Identification Number: 04-2564110
--------------------------------------------------------------------------------
2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                (a) [ ]
                                                                        (b) [ ]

--------------------------------------------------------------------------------
3      SEC USE ONLY

--------------------------------------------------------------------------------
4      SOURCE OF FUNDS*

       WC
--------------------------------------------------------------------------------

5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEM 2(d) or 2(e)                                                 [ ]

--------------------------------------------------------------------------------
6      CITIZENSHIP OR PLACE OF ORGANIZATION

       Delaware
--------------------------------------------------------------------------------
                       7     SOLE VOTING POWER    
                             0
  NUMBER OF            ---------------------------------------------------------
   SHARES              8     SHARED VOTING POWER                           
BENEFICIALLY                 1,033,059                          
  OWNED BY             ---------------------------------------------------------
    EACH               9     SOLE DISPOSITIVE POWER                             
  REPORTING                  0
PERSON WITH            ---------------------------------------------------------
                       10    SHARED DISPOSITIVE POWER      
                             0
--------------------------------------------------------------------------------
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       1,033,059
--------------------------------------------------------------------------------
12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
       CERTAIN SHARES*                                                    [ ]  
--------------------------------------------------------------------------------
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       34.5%
--------------------------------------------------------------------------------
14     TYPE OF REPORTING PERSON*

       CO
--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>   3

CUSIP NO. 746 934 108             SCHEDULE 13D                PAGE 3  OF 8 PAGES
---------------------                                         ------------------

Neither the filing of this Schedule 13D nor any of its contents shall be deemed
to constitute an admission by KLA-Tencor Corporation that it is the beneficial
owner of any of the Common Stock of QC Optics, Inc. referred to herein for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Act"), or for any other purpose, and such beneficial ownership is
expressly disclaimed.

ITEM 1.   SECURITY AND ISSUER

         This statement (the "Statement") relates to the common stock, par value
$.01 per share (the "Common Stock"), of QC Optics, Inc., a Delaware corporation
(the "Issuer"). The principal executive office of the Issuer is located at 46
Jonspin Road, Wilmington, Massachusetts 01887.


ITEM 2.   IDENTITY AND BACKGROUND

       (a)    The name of the person filing this Statement is KLA-Tencor
              Corporation, a Delaware corporation ("KLA-Tencor").

       (b)    The address of the principal office and principal business of 
              KLA-Tencor is 160 Rio Robles, San Jose, California  95134.

       (c)    The principal business of KLA-Tencor is providing process control
              and yield management solutions for the semiconductor and related
              microelectronics industries. Set forth in Schedule A is the name
              and present principal occupation or employment and the name,
              principal business and address of any corporation or other
              organization in which such employment is conducted, of each of
              KLA-Tencor's executive officers and directors, as of the date
              hereof.

       (d)    During the past five years, neither KLA-Tencor, nor to
              KLA-Tencor's knowledge, any person named in Schedule A to this
              Statement, has been convicted in a criminal proceeding (excluding
              traffic violations or similar misdemeanors).

       (e)    During the past five years, neither KLA-Tencor, nor to
              KLA-Tencor's knowledge, any person named in Schedule A to this
              Statement, was a party to a civil proceeding of a judicial or
              administrative body of competent jurisdiction as a result of which
              such person was or is subject to any judgment, decree or final
              order enjoining future violations of, or prohibiting or mandating
              activities subject to, Federal or State securities laws or finding
              any violation with respect to such laws.

       (f)    Not applicable.


ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

         Pursuant to an Agreement and Plan of Merger, dated as of August 31,
2001 (the "Merger Agreement") by and among KLA-Tencor, Katmandu Acquisition
Corp. ("Merger Sub") and the Issuer, and subject to the conditions set forth
therein (including approval by the stockholders of the Issuer), Merger Sub will
be merged with and into the Issuer (the "Merger"), with each share of Issuer
Common Stock being converted into the right to receive $1.00. The Merger is
subject to the approval of the Merger Agreement and the Merger by the Issuer's
stockholders and the satisfaction or waiver of certain other conditions as more
fully described in the Merger Agreement. The foregoing summary of the Merger is
qualified in its entirety by reference to the Merger Agreement included as
Exhibit 1 to this Statement and incorporated herein in its entirety by
reference. The source of funds to be used by KLA-Tencor to acquire the Issuer's
Common Stock is the working capital of KLA-Tencor.


ITEM 4.   PURPOSE OF TRANSACTION

         (a)-(b)  As described in Item 3 above, this Statement relates to the
                  Merger of Merger Sub, a wholly owned subsidiary of KLA-Tencor,
                  with and into the Issuer in a statutory merger pursuant to the
                  Delaware General Corporation Law. At the effective time of the
                  Merger, the separate existence of Merger Sub will cease and
                  the Issuer will continue as the surviving corporation and as a
                  wholly owned subsidiary of KLA-Tencor (the "Surviving
                  Corporation"). Holders of outstanding Issuer Common Stock will
                  receive, in exchange for each share of Issuer Common Stock
                  held by them, 


<PAGE>   4

CUSIP NO. 746 934 108             SCHEDULE 13D                PAGE 4  OF 8 PAGES
---------------------                                         ------------------

                  the right to receive $1.00 subject to the surrender of a 
                  valid stock certificate or affidavit of loss in
                  accordance with the terms of the Merger Agreement.

                  As an inducement to KLA-Tencor to enter into the Merger
                  Agreement, certain stockholders of the Issuer (collectively,
                  the "Voting Agreement Stockholders") have entered into a
                  Stockholder Voting Agreement, dated as of August 31, 2001 (the
                  "Voting Agreement"), with KLA-Tencor and have, by executing
                  the Voting Agreement, irrevocably appointed KLA-Tencor (or any
                  nominee of KLA-Tencor) as his, hers or its lawful attorney and
                  proxy. Such proxy gives KLA-Tencor the limited right to vote
                  each of the 1,033,059 shares of Issuer Common Stock
                  beneficially and collectively owned by the Voting Agreement
                  Stockholders in all matters related to the Merger. The shared
                  voting power with the Issuer relates to 1,033,059 shares of
                  Issuer Common Stock (the "Shares"). The Voting Agreement
                  Stockholders and the number of shares beneficially owned by
                  each of them is set forth on Schedule B hereto which is hereby
                  incorporated herein by reference. The foregoing summary of the
                  Voting Agreement is qualified in its entirety by reference to
                  the form of Voting Agreement included as Exhibit 2 to this
                  Statement and incorporated herein in its entirety by
                  reference.

                  In exercising its right to vote the Shares as lawful attorney
                  and proxy of the Voting Agreement Stockholders, KLA-Tencor (or
                  any nominee of KLA-Tencor) will be limited, at every Issuer
                  stockholders meeting and every written consent in lieu of such
                  meeting to vote the Shares in favor of approval of the Merger
                  and the Merger Agreement. The Voting Agreement Stockholders
                  may vote the Shares on all other matters. The Voting Agreement
                  terminates upon the earlier to occur of (i) such date and time
                  as the Merger shall become effective in accordance with the
                  terms and provisions of the Merger Agreement and (ii) the date
                  of termination of the Merger Agreement.

         (c)      Other than as a result of the Merger described in Item 3 
                  above, not applicable.

         (d)      Other than as a result of the Merger described in Item 3
                  above, not applicable. Upon consummation of the Merger the
                  directors of the Surviving Corporation shall be Stuart Nichols
                  and Jeffrey Hall. The officers of the Surviving Corporation
                  shall be the initial officers of the Merger Sub, until their
                  successors are duly elected, appointed or qualified.

         (e)      Other than as a result of the Merger described in Item 3 
                  above, not applicable.

         (f)      Other than as a result of the Merger described in Item 3 
                  above, not applicable.

         (g)      Upon consummation of the Merger, the Certificate of
                  Incorporation of Merger Sub, as in effect immediately prior to
                  the Merger, shall be the Certificate of Incorporation of the
                  Surviving Corporation except that the same shall be amended to
                  reflect the name of the Issuer and as so amended shall be the
                  Certificate of Incorporation of the Surviving Corporation
                  until thereafter amended as provided by Delaware General
                  Corporate Law and such Certificate of Incorporation. Upon
                  consummation of the Merger, the Bylaws of Merger Sub, as in
                  effect immediately prior to the Merger, shall be the Bylaws of
                  the Surviving Corporation until thereafter amended.

         (h)-(i)  If the Merger is consummated as planned, the Issuer Common
                  Stock will be deregistered under the Act and delisted from The
                  American Stock Exchange.

         (j)      Other than as described above, KLA-Tencor has no plan or
                  proposals which relate to, or may result in, any of the
                  matters listed in Items 4(a)-(j) of Schedule 13D (although 
                  KLA-Tencor reserves the right to develop such plans).



ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER

         (a)-(b)  As a result of the Voting Agreement, KLA-Tencor may be deemed
                  to be the beneficial owner of 1,033,059 shares of Issuer
                  Common Stock pursuant to Rule 13d-3. Such Issuer Common Stock
                  constitutes approximately 34.5% of the issued and outstanding
                  shares of Issuer Common Stock.

                  KLA-Tencor has shared power to vote all of the Shares for the
                  limited purposes described above. KLA-Tencor does not have the
                  sole power to vote or to direct the vote or to dispose or to
                  direct the disposition of any shares of Issuer Common Stock.
                  KLA-Tencor (i) is not entitled to any rights as a stockholder
                  of the Issuer as to the Shares covered 



<PAGE>   5

CUSIP NO. 746 934 108             SCHEDULE 13D                PAGE 5  OF 8 PAGES
---------------------                                         ------------------


                  by the Voting Agreement and (ii) disclaims any beneficial 
                  ownership of the shares of Issuer Common stock which are 
                  covered by the Voting Agreement. To the best of KLA-Tencor's 
                  knowledge, no shares of Issuer Common Stock are beneficially 
                  owned by any of the persons named in Schedule A.

         (c)      Neither KLA-Tencor, nor to the knowledge of KLA-Tencor, any
                  person named in Schedule A, has affected any transaction in
                  the Issuer Common Stock within the past 60 days.

         (d)      Not applicable.

         (e)      Not applicable.


ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT 
TO SECURITIES OF THE ISSUER

         As an inducement to KLA-Tencor to enter into the Merger Agreement,
KLA-Tencor and Eric T. Chase, the President of the Issuer, have entered into a
consulting agreement, dated as of August 31, 2001 (the "Consulting Agreement"),
pursuant to which Mr. Chase has agreed to perform certain consulting services
for KLA-Tencor after the effective date of the Merger. Other than the Merger
Agreement, the Voting Agreement, and the Consulting Agreement, to the knowledge
of KLA-Tencor, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of the Issuer,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies. The foregoing discussion of the Consulting Agreement is qualified in
its entirety by reference to the Consulting Agreement included as Exhibit 3 to
this Statement and incorporated herein in its entirety by reference.


ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS

         The following documents are filed as exhibits:

         1.   Agreement and Plan of Merger, dated as of August 31, 2001, by and 
              among KLA-Tencor Corporation, Katmandu Acquisition Corp. and QC 
              Optics, Inc.

         2.   Stockholders Voting Agreement, dated as of August 31, 2001, by 
              and among KLA-Tencor Corporation, QC Optics Voting Trust, Eric T. 
              Chase and John R. Freeman.

         3.   Consulting Agreement, dated as of August 31, 2001, by and among 
              KLA-Tencor Corporation and Eric T. Chase.


                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.

Dated:       September 7, 2001

                                           KLA-TENCOR CORPORATION


                                           By: /s/ Stuart J. Nichols    
                                              ----------------------------------
                                              Stuart J. Nichols
                                              Vice President & General Counsel




<PAGE>   6
CUSIP NO. 746 934 108             SCHEDULE 13D                PAGE 6  OF 8 PAGES
---------------------                                         ------------------

                                   SCHEDULE A

           DIRECTORS AND EXECUTIVE OFFICERS OF KLA-TENCOR CORPORATION


<TABLE>
<CAPTION>

                                                         TITLE, PRESENT PRINCIPAL OCCUPATION
        NAME                                                    AND NAME OF EMPLOYER
        ----                                             -----------------------------------
<S>                              <C>
Kenneth Levy                     Chairman of the Board of KLA-Tencor Corporation

Kenneth L. Schroeder             President and Chief Executive Officer of KLA-Tencor Corporation

Edward W. Barnholt               Director of KLA-Tencor Corporation and President and Chief Executive Officer of
                                 Agilent Technologies, Inc.

H. Raymond Bingham               Director of KLA-Tencor Corporation and President and Chief Executive Officer of
                                 Cadence Design Systems, Inc.

Robert T. Bond                   Director of KLA-Tencor Corporation

Richard J. Elkus, Jr.            Director of KLA-Tencor Corporation

Dean O. Morton                   Director of KLA-Tencor Corporation

Jon D. Tompkins                  Director of KLA-Tencor Corporation

Lida Urbanek                     Director of KLA-Tencor Corporation

Gary E. Dickerson                Chief Operating Officer of KLA-Tencor Corporation

Frank L. Brienzo                 Senior Vice President, Data Storage Business of KLA-Tencor Corporation

Dennis J. Fortino                Executive Vice President, Optical Surface Inspection and Measurement Group of
                                 KLA-Tencor Corporation

Samuel A. Harrell                Senior Vice President, Strategic Business Development of KLA-Tencor Corporation

John H. Kispert                  Executive Vice President and Chief Financial Officer of KLA-Tencor Corporation

Maureen Lamb                     Vice President, Finance and Accounting of KLA-Tencor Corporation

Peter Campagana                  Vice President and Treasurer of KLA-Tencor Corporation

Stuart J. Nichols                Vice President, General Counsel of KLA-Tencor Corporation

Neil Richardson                  Executive Vice President, E-Beam Inspection and Measurement Group of KLA-Tencor
                                 Corporation

Richard P. Wallace               Executive Vice President, Wafer Inspection Group of KLA-Tencor Corporation

Robert Rubino                    Chief Technical Officer, Software of KLA- Tencor Corporation

Bin-Ming Ben Tsai                Chief Technical Officer, Systems of KLA-Tencor Corporation
</TABLE>






<PAGE>   7
CUSIP NO. 746 934 108             SCHEDULE 13D                PAGE 7  OF 8 PAGES
---------------------                                         ------------------

                                   SCHEDULE B

                          VOTING AGREEMENT STOCKHOLDERS


                STOCKHOLDER                         SHARES BENEFICIALLY OWNED
                -----------                         -------------------------
Eric T. Chase, in his capacity as Trustee      1,032,859 shares of Common Stock*
of the QC Optics Voting Trust u/d/t 
dated as of October 27, 1995
c/o QC Optics, Inc.                           *Beneficially owned as follows:
46 Jonspin Road                                Eric T. Chase - 634,517 shares;
Wilmington, Massachusetts 01887                Jay L. Ormsby - 162,599 shares;
                                               John R. Freeman - 78,581 shares;
                                               Albert E. Tobey - 78,581 shares;
                                               and Abdu Boudour - 78,581 shares.


Eric T. Chase, in his individual capacity      100 shares of Common Stock
c/o QC Optics, Inc.
46 Jonspin Road
Wilmington, Massachusetts 01887


John R. Freeman, in his individual capacity    100 shares of Common Stock
c/o QC Optics, Inc.
46 Jonspin Road
Wilmington, Massachusetts 01887



<PAGE>   8
CUSIP NO. 746 934 108             SCHEDULE 13D                PAGE 8  OF 8 PAGES
---------------------                                         ------------------

                                  EXHIBIT INDEX

1. Agreement and Plan of Merger, dated as of August 31, 2001, by and among 
   KLA-Tencor Corporation, Katmandu Acquisition Corp. and QC Optics, Inc.

2. Stockholders Voting Agreement, dated as of August 31, 2001, by and among 
   KLA-Tencor Corporation, QC Optics Voting Trust, Eric T. Chase and John R.
   Freeman.

3. Consulting Agreement, dated as of August 31, 2001, by and among KLA-Tencor 
   Corporation and Eric T. Chase.




<PAGE>   1
                                                               EXECUTION VERSION
                                                                       EXHIBIT 1

                          AGREEMENT AND PLAN OF MERGER


         THIS AGREEMENT, dated as of the 31st day of August, 2001 (the
"Agreement"), is entered into by and among KLA-Tencor Corporation, a Delaware
corporation having an office at 160 Rio Robles, San Jose, California 95134
("KLA-Tencor"), Katmandu Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of KLA-Tencor ("Merger Sub"), and QC Optics, Inc., a
Delaware corporation having an office at 46 Jonspin Road, Wilmington,
Massachusetts 01887 (the "Company").

         WHEREAS, the Boards of Directors of Merger Sub and the Company deem it
advisable and in the best interests of such corporations and their respective
stockholders that Merger Sub be merged into and with the Company on the terms
and conditions set forth in this Agreement, as a result of which the Company
will become a wholly-owned subsidiary of KLA-Tencor; and

         WHEREAS, the Board of Directors of KLA-Tencor has approved the merger;

         NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter set forth, and other good and valuable consideration, the
receipt of which is acknowledged by each party hereto, the parties hereto agree
as follows:


                                    ARTICLE 1

                                   THE MERGER

         Section 1.1. AGREEMENT
 AND PLAN OF MERGER. Effective as of the
Effective Date (as defined in Section 2.2 below), Merger Sub shall be merged
with and into the Company (hereinafter sometimes called the "Merger") in
accordance with the terms of this Agreement and the Certificate of Merger set
forth in EXHIBIT A hereto (the "Certificate of Merger"). The Company shall be
the corporation surviving the Merger (the "Surviving Corporation"), and the
separate existence of Merger Sub shall cease as of the Merger. The Certificate
of Incorporation of Merger Sub, as in effect immediately prior to the Effective
Time (as defined in Section 2.2 below), shall thereafter be the Certificate of
Incorporation of the Surviving Corporation; provided, however, that at the
Effective Time, Article I of the Certificate of Incorporation of the Surviving
Corporation shall be amended to read as follows: "The name of the Corporation is
QC Optics, Inc." The Bylaws of Merger Sub, as in effect immediately prior to the
Effective Time, shall thereafter be the Bylaws of the Surviving Corporation
until thereafter amended as provided by law and such Bylaws (except as necessary
to conform to the name change contemplated by the preceding sentence). The
directors and officers of Merger Sub immediately prior to the Effective Time
shall be the initial directors and officers of the Surviving Corporation, each
to hold office in accordance with the Certificate of Incorporation and By-Laws
of the Surviving Corporation, in each case until their respective successors are
duly elected or appointed and qualified. The effect of the Merger shall be as
provided by the Delaware General Corporation Law (the "DGCL").

<PAGE>   2

         Section 1.2. CONVERSION OF THE COMPANY'S SHARES. At the Effective Time,
each share of the Company's capital stock outstanding immediately prior thereto
(herein referred to as a "Company Share" and collectively as the "Company
Shares") shall, by virtue of the Merger and without any action on the part of
the holder thereof, but subject to this Section and to Sections 1.3, 1.4 and 1.5
below, be canceled and converted into the right to receive, in cash, an amount
equal to $1.00 per share (the "Per Share Purchase Price"), except that in no
event shall the total amount payable by KLA-Tencor for the Company Shares exceed
$3,010,000 (the "Purchase Price"); provided, however that the Purchase Price
shall be increased by an amount equal to the Per Share Purchase Price multiplied
by the Additional Shares (as defined below) if the Company's Net Cash Position
(as defined in Section 5.1(r)) is increased by the Per Share Purchase Price for
each of the Additional Shares. For purposes hereof, "Additional Shares" shall
mean those Company Shares issued and outstanding at the Effective Time and which
were not issued and outstanding as of the date hereof, which are issued upon the
exercise of any Warrants (as defined in Section 3.2(b) hereof) for cash pursuant
to the terms thereof.

         Section 1.3 DISSENTING SHARES. Each outstanding Company Share held by a
stockholder who has demanded and perfected his or her right to an appraisal of
his or her Company Shares in accordance with Section 262 of the DGCL and who has
not effectively withdrawn or lost his or her right to such appraisal (the
"Dissenting Shares") shall not be converted into or represent the right to
receive his or her Per Share Purchase Price represented by such Company Shares
pursuant to Section 1.2 above, but the holder thereof shall be entitled only to
such rights as are granted by Section 262 of the DGCL.

         Section 1.4. PAYMENT FOR COMPANY SHARES. KLA-Tencor shall pay the
Purchase Price to State Street Bank and Trust Company (or to another bank, trust
company or transfer agent as may be selected by KLA-Tencor and which shall be
reasonably acceptable to the Company (as the case may be, the "Paying Agent") at
the Effective Time. Promptly (but in any event within five business days)
following the Effective Date, the Paying Agent shall mail to each holder of
record (each, a "Stockholder" and, collectively, the "Stockholders") of a
certificate or certificates which immediately prior to the Effective Time
represented outstanding Company Shares (the "Company Certificates"), other than
the Company and any subsidiary of the Company, the following: (i) a letter of
transmittal (which shall specify that delivery shall be effected, and risk of
loss and title to the Company Certificates shall pass, only upon delivery of the
Company Certificates to the Paying Agent and shall be in such form and have such
other provisions as KLA-Tencor may reasonably specify) and (ii) instructions for
effecting the surrender of the Company Certificates in exchange for such
holder's or person's Per Share Purchase Price. Upon surrender of a Company
Certificate (or affidavit of lost, stolen or destroyed Company Certificate
pursuant to Section 1.8) to the Paying Agent or to such other agent or agents as
may be appointed by the Surviving Corporation, together with such letter of
transmittal, duly completed and executed, and such other documents as may be
reasonably required by the Paying Agent, the holder of such Company Certificate
shall be entitled to receive in exchange therefor an amount equal to such
holder's Per Share Purchase Price multiplied by the number of Company Shares so
delivered (the "Purchase Payment"), less any amounts required to be withheld
under applicable federal, state, local or foreign income tax regulations; and
the Company Certificates so surrendered shall forthwith be canceled. No interest
will be paid or will accrue on the cash 

                                       2

<PAGE>   3


payable upon the surrender of any Company Certificate. Until surrendered as
contemplated by this Section 1.4, each Company Certificate shall be deemed at
any time after the Effective Time to represent only the right to receive upon
such surrender, the amount of cash specified in Section 1.2; provided, however,
that unless and until any such outstanding Company Certificate is so surrendered
(or an affidavit of lost, stolen or destroyed Company Certificate and reasonably
satisfactory indemnity bond is provided), the holder of such outstanding Company
Certificate shall cease to have any rights as a Stockholder, except such rights,
if any, as such holder may have with respect to Dissenting Shares, and, except
as set forth above, shall not be entitled to receive any consideration from the
Surviving Corporation and/or KLA-Tencor with respect to the Company Shares
represented by such Company Certificate. Any funds deposited with the Paying
Agent that are payable to a former Stockholder which has not submitted a claim
for its Purchase Payment as described in this Section 1.4 within one year after
the Effective Time shall be paid to the Surviving Corporation upon demand, and
any former Stockholders who have not theretofore complied with the instructions
for exchanging their Company Certificates shall thereafter look only to the
Surviving Corporation for payment, it being acknowledged by KLA-Tencor, Merger
Sub and the Company that the receipt of any such amounts by the Surviving
Corporation shall not relieve it of its payment obligations to such former
Stockholders. After the Effective Time, no further exercises of options to
purchase shares of capital stock of the Company ("Company Options") shall be
permitted.

         Section 1.5. CERTAIN OTHER AGREEMENTS. Concurrently with the execution
and delivery of this Agreement, there shall be delivered to KLA-Tencor (i) a
consulting and noncompetition agreement between KLA-Tencor and Eric T. Chase
("Chase"), in the form of EXHIBIT B attached hereto, duly executed and delivered
by each of KLA-Tencor and Chase (the "Consulting Agreement"); and (ii) a voting
agreement among the Company, Chase, acting in his own capacity and in his
capacity as Trustee of the QC Optics Voting Trust u/d/t dated as of October 27,
1995 and John R. Freeman ("Freeman") in the form of EXHIBIT C attached hereto,
pursuant to which such Stockholders shall covenant and agree to vote all of the
capital stock of the Company held by them in favor of the adoption of this
Agreement and the Merger (the "Voting Agreement").

         Section 1.6. CONVERSION OF MERGER SUB SHARES. On the Effective Date,
each share of Merger Sub's common stock, $.01 par value per share ("Common
Stock"), outstanding immediately prior thereto shall, by virtue of the Merger
and without any action on the part of the holder thereof, be canceled and
converted into one fully paid and nonassessable common share of the Surviving
Corporation, which share shall be registered in the name of and beneficially
owned by KLA-Tencor.

         Section 1.7. CLOSING OF STOCK TRANSFER BOOKS. The stock transfer books
of the Company shall be closed at the close of business on the business day
immediately preceding the Effective Date, and after the Effective Time, except
for transfers of Dissenting Shares in accordance with Section 262 of the DGCL,
there shall be no transfers on the Company's stock transfer books of the Company
Shares which were outstanding immediately prior to the Effective Time. In the
event of a transfer of ownership of Company Shares which is not registered in
the Company's transfer records, the Purchase Price to be paid in the Merger as
provided herein may be delivered to a transferee, if the Company Certificate
representing such Company Shares is 

                                       3

<PAGE>   4

presented to the Paying Agent, accompanied by all documents required to evidence
and effect such transfer and by payment of any applicable stock transfer taxes.

         Section 1.8. LOST CERTIFICATES. In the event any Company Certificate
shall have been lost, stolen or destroyed, upon the making of an affidavit of
that fact by the person claiming such Company Certificate to be lost, stolen or
destroyed, the Paying Agent or the Surviving Corporation shall issue in exchange
for such lost, stolen or destroyed Company Certificate the consideration payable
in exchange therefor pursuant to this Article 1. The Paying Agent or the
Surviving Corporation may, as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed Company Certificate to give
the Paying Agent or the Surviving Corporation a bond that is reasonably
satisfactory to KLA-Tencor and the Paying Agent in such sum as it may direct as
indemnity against any claim that may be made against the Surviving Corporation
with respect to the Company Certificate alleged to have been lost, stolen or
destroyed.

         Section 1.9. ABANDONED PROPERTY. Neither KLA-Tencor nor the Surviving 
Corporation shall be liable to any Stockholder for any portion of the Purchase
Price delivered to a public official pursuant to any applicable abandoned
property, escheat or similar law.

         Section 1.10. ADOPTION. This Agreement shall be submitted to the
stockholders of Merger Sub and the Company in the manner provided by law. In the
case of Merger Sub, KLA-Tencor, as its sole stockholder, shall vote all its
shares in favor of the adoption of this Agreement and the Merger. In the case of
the Company, this Agreement shall be promptly submitted to its Stockholders at a
Stockholder meeting duly called and held pursuant to the DGCL. Subject to the
provisions of Section 4.6(b), the Board of Directors of the Company shall
recommend to the Stockholders the approval of this Agreement and the Merger.


                                    ARTICLE 2

                                     CLOSING

         Section 2.1. TIME AND PLACE OF CLOSING. The closing under this
Agreement (the "Closing") shall take place at the offices of Morse, Barnes-Brown
& Pendleton, P.C., Reservoir Place, 1601 Trapelo Road, Waltham, Massachusetts
02451 at 11:00 A.M., local time, on the day of the later of (i) the approval by
the Stockholders of the execution, delivery and performance by the Company of
this Agreement, and (ii) satisfaction of all other conditions to Closing as set
forth in Article 5 hereof, or at such other time or date as may be mutually
agreeable to the parties hereto. All transactions at the Closing shall be deemed
to take place simultaneously and no transaction shall be deemed to have been
completed and no document or certificate shall be deemed to have been delivered
until all transactions are completed and all documents delivered.

         Section 2.2. CONSUMMATION OF THE MERGER. As soon as is practicable
after the satisfaction or waiver of the conditions set forth in Article 5
hereof, the parties hereto will cause the Merger to be consummated by delivering
to the Secretary of State of the State of Delaware the Certificate of Merger.
The Merger shall become effective at the time that the Certificate of 

                                       4

<PAGE>   5

Merger is filed with the Secretary of State of the State of Delaware in
accordance with the relevant provisions of the DGCL (the "Effective Time"). The
term "Effective Date" shall mean the date and time of the filing of the
Certificate of Merger with the Secretary of State of the State of Delaware.

         Section 2.3. DOCUMENTS TO BE DELIVERED BY THE COMPANY. Unless waived in
writing by KLA-Tencor, at the Closing the Company shall deliver or arrange to
have delivered to KLA-Tencor the following:

                  (a)   The secretary's certificate described in Section 5.1(b).

                  (b)   The governmental consents described in Section 5.1(c), 
if any.

                  (c)   The contractual consents described in Section 5.1(d), 
if any.

                  (d)   The corporate good standing and foreign qualification 
certificates described in Section 5.1(e).

                  (e)   The President's certificate described in Section 5.1(f).

                  (f)   The legal opinion of counsel to the Company described in
Section 5.1(h).

                  (g)   The resignations described in Section 5.1(l).

                  (h)   Evidence of the termination of the consulting agreement 
described in Section 5.1(m).

         Section 2.4. DOCUMENTS TO BE DELIVERED BY KLA-TENCOR. Unless waived in
writing by the Company, at the Closing KLA-Tencor shall deliver or arrange to
have delivered to the Company the following:

                  (a)   The secretary's certificate described in Section 5.2(b).

                  (b)   The governmental consents described in Section 5.2(c), 
if any.

                  (c)   The corporate good standing certificate described in 
Section 5.2(e).

                  (d)   The officer's certificate described in Section 5.2(f).

                  (e)   The legal opinion of counsel to KLA-Tencor described in 
Section 5.2(h).

         Section 2.5.  DOCUMENTS TO BE DELIVERED BY MERGER SUB. Unless waived 
in writing by the Company, at the Closing Merger Sub shall deliver or arrange to
have delivered to the Company the following:

                  (a)   The secretary's certificate described in Section 5.2(b).

                                       5

<PAGE>   6

                  (b)   The governmental consents described in Section 5.2(c), 
if any.

                  (c)   The corporate good standing certificate described in 
Section 5.2(e).

                  (d)   The officer's certificate described in Section 5.2(f).

                  (e)   The legal opinion of counsel to Merger Sub described in 
Section 5.2(h).

                  (f)   Evidence of payment of the Purchase Price to the Paying 
Agent.


                                    ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES

         Section 3.1. DEFINITIONS. The term "knowledge," when used below with
respect to the Company, shall mean the actual knowledge of any of the officers
or directors of the Company and the knowledge such persons would have acquired
after conducting a reasonable and diligent investigation concerning the relevant
matters, including without limitation inquiry of the employees of the Company
identified on Schedule 3.1 of the Disclosure Schedule and any other employee or
employees of the Company generally responsible for the relevant matters. The
term "ordinary course of business," when used below, shall mean the ordinary
course of business of the Company consistent with its past custom and practice
(including with respect to frequency and amount); provided, however, that the
term "ordinary course of business" shall also include actions required or
specifically contemplated by this Agreement to be taken or not to be taken in
connection with the Merger. The term "Material Adverse Effect" shall mean a
material adverse effect on the financial condition, assets (including intangible
assets), liabilities, earnings or business of the Company other than any effect
resulting solely from (a) the execution or announcement of this Agreement or
pendency of the transactions contemplated hereby or (b) conditions generally
affecting the Company's industry or the economy as a whole.

         Section 3.2. REPRESENTATIONS AND WARRANTIES PERTAINING TO THE COMPANY.
The Company represents and warrants to KLA-Tencor and Merger Sub that, except as
set forth on the Disclosure Schedule attached hereto as EXHIBIT D (specifically
identifying the relevant subsection hereof):

                  (a) ORGANIZATION AND QUALIFICATION. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite corporate and other power and
authority to own, lease and operate its properties and to carry on its business
as it is now being conducted, except where the failure to do so would not,
individually or in the aggregate, have a Material Adverse Effect. The
Certificate of Incorporation and By-Laws of the Company, as amended to date, are
attached hereto as EXHIBITS E and F, respectively. Except as set forth on the
Disclosure Schedule, the Company is duly qualified as a foreign corporation to
do business, and is in good standing, in the Commonwealth of Massachusetts and
in each jurisdiction in which the character of the properties owned, 

                                       6

<PAGE>   7

operated or leased by it or the nature of its activities is such that such
qualification is required by applicable law, except where the failure to be so
duly qualified and in good standing that would not, individually or in the
aggregate, have a Material Adverse Effect. All such jurisdictions are listed on
the Disclosure Schedule.

                  (b) CAPITALIZATION. The authorized capital stock of the 
Company consists of (i) 10,000,000 shares of Common Stock, of which, as of the
date of this Agreement, 2,994,888 shares were issued and outstanding and 314,754
shares were held as treasury stock; and (ii) 1,000,000 shares of Preferred
Stock, $.01 par value per share, of which, as of the date of this Agreement, no
shares were issued and outstanding. There is no other capital stock of the
Company authorized for issuance. The shares described in the first sentence of
this Section 3.2(b) constitute the total issued and outstanding share capital of
the Company. All of such shares have been duly authorized and validly issued,
are fully paid, nonassessable and free of preemptive rights. In addition, the
Company has issued (i) redeemable warrants to purchase up to 1,075,000
additional shares of Common Stock (the "Redeemable Warrants") and (ii)
representatives' warrants (the "Representatives' Warrants") to purchase up to
95,000 additional shares of Common Stock and up to 95,000 additional Redeemable
Warrants (the "Representatives' Additional Warrants"), each to purchase an
additional share of Common Stock (the Redeemable Warrants, the Representatives'
Warrants and the Representatives' Additional Warrants are sometimes hereinafter
referred to collectively as the "Warrants"). As of the date of this Agreement,
the Redeemable Warrants have an exercise price of $7.80 per share of Common
Stock, the Representatives' Warrants have an exercise price of $9.60 per share
of Common Stock and $0.16 per Representatives' Additional Warrant, and the
Representatives' Additional Warrants have an exercise price of $12.48 per share
of Common Stock. All of the Warrants expire in accordance with their terms on
October 23, 2001. The offer and sale of all securities of the Company (including
the Warrants) complied with all federal, state and foreign securities laws. As
of the date of this Agreement, there were outstanding 263,382 Company Options
held by the persons ("Optionholders") and in the amounts listed on the
Disclosure Schedule. All other options or warrants to purchase or subscribe for
the capital stock of the Company have expired or have been legally terminated.
Except for 314,754 shares of Common Stock repurchased from K. Andrew Bernal, no
shares of capital stock of the Company have been repurchased from stockholders.
No shares of the Company's capital stock are reserved for issuance, except
pursuant to the exercise of the Warrants and the Company Options. Other than the
Warrants and the Company Options, there are no warrants, convertible instruments
or other rights, agreements or commitments, contingent or otherwise, obligating
the Company to issue, sell or purchase shares of capital stock. The books and
records of the Company and the Subsidiary, including without limitation the
books of account, minute books, stock certificate books and security ledgers,
are complete and correct and accurately reflect the conduct of the business and
affairs of the Company and the Subsidiary, taken together as a whole.

                  (c) SUBSIDIARIES. The Company owns 100% of the voting power
and equity interest in QC Optics International, Inc., a Barbados corporation
(the "Subsidiary"). The Company does not own, directly or indirectly, any equity
interest in any entity other than the Subsidiary. Neither the Company nor the
Subsidiary is a partner or joint venturer with any other person. Neither the
Company nor the Subsidiary is subject to any obligation, contingent or
otherwise, to provide funds to or make an investment (in the form of a loan,
capital contribution 

                                       7

<PAGE>   8

or otherwise) in any entity. There are no warrants, convertible instruments or
other rights, agreements or commitments, contingent or otherwise, obligating the
Subsidiary to issue, sell or purchase shares of its capital stock.

                  (d) AUTHORITY. Subject only to Stockholder approval, the
Company has the corporate power and authority to execute, deliver and perform
this Agreement, to execute, deliver and file the Certificate of Merger and to
consummate the transactions contemplated thereby. This Agreement has been duly
and validly authorized by all necessary corporate action on the part of the
Company, subject only, in respect of the consummation of the Merger, to approval
by the Stockholders of the Company holding a majority of the Company Shares. The
Board of Directors of the Company has (i) determined that this Agreement and the
transactions contemplated hereby, including the Merger, are fair to and in the
best interests of the Stockholders, (ii) approved this Agreement and the
transactions contemplated hereby, including the Merger, and (iii) resolved,
subject to the provisions of Section 4.6(b), to recommend approval and adoption
of this Agreement and the transactions contemplated hereby, including the
Merger, by the Stockholders. This Agreement has been duly and validly executed
and delivered by the Company and constitutes the valid and binding obligation of
the Company, enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally or by general principles of equity. Upon execution
and filing of the Certificate of Merger, the Certificate of Merger will have
been duly executed and filed by the Company. Neither the execution, delivery and
performance of this Agreement, the filing of the Certificate of Merger nor the
consummation of the transactions contemplated hereby will (i) conflict with or
result in a violation, breach, termination or acceleration of, or default under
(or would result in a violation, breach, termination, acceleration or default
with the giving of notice or passage of time, or both) any of the terms,
conditions or provisions of the Certificate of Incorporation or Bylaws of the
Company, as amended, or of any note, bond, mortgage, indenture, license,
agreement, warrant or other instrument or obligation to which either the Company
or the Subsidiary is a party or by which the Company or the Subsidiary or any of
their respective properties or assets may be bound or affected, except where
such conflict, violation, breach, termination, acceleration or default would
not, individually or in the aggregate, have a Material Adverse Effect; (ii)
result in the violation of any order, writ, injunction, decree, statute, rule or
regulation applicable to the Company or the Subsidiary or their respective
properties or assets; (iii) result in the imposition of any lien, encumbrance,
charge or claim upon any assets of the Company or of the Subsidiary; or (iv)
except under the Consulting Agreement and except for the Required Severance
Payments (as defined in Section 4.1(d)), entitle any employee to severance or
other payments by the Company or create any other obligation to an employee,
including an increase in benefits. Except for the approval by the Stockholders
of the Merger, including, without limitation, the filing with the Securities and
Exchange Commission (the "SEC") of preliminary and definitive forms of proxy
statement, the filing of the Certificate of Merger with the Secretary of State
of the State of Delaware, the filing of a Form 15 with the SEC, the filing of a
Form 8-K with the SEC and such filings as may be required pursuant to the rules
and regulations of the American Stock Exchange, no consent or approval by, or
notification to or filing with, any court, governmental authority or third
party, including without limitation, any filing under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, is required in connection with
the execution, delivery and performance of this Agreement by the Company 

                                       8

<PAGE>   9

or the consummation of the transactions contemplated hereby. Without limiting
the generality of the foregoing, neither the provisions of Section 203 of the
DGCL, nor Chapter 110E or Chapter 110F of the Massachusetts General Laws, nor
any other antitakeover or similar statute or regulation applies to or purports
to apply to the transactions contemplated by this Agreement.

                  (e)      SEC FILINGS; FINANCIAL STATEMENTS.

                           (i) Since January 1, 1998, the Company has filed all
         forms, reports and documents required to be filed by it (collectively,
         the "SEC Reports") with the SEC. As of the respective dates they were
         filed, (A) the SEC Reports were prepared in accordance with the
         applicable requirements of the Securities Act of 1933, as amended
         (together with the rules and regulations promulgated thereunder, the
         "Securities Act"), or the Securities Exchange Act of 1934, as amended
         (together with the rules and regulations promulgated thereunder, the
         "Exchange Act"), as the case may be, and (B) none of the SEC Reports
         contained any untrue statement of a material fact or omitted to state a
         material fact required to be stated therein or necessary in order to
         make the statements made therein, in the light of the circumstances
         under which they were made, not misleading.

                           (ii) Each of the financial statements (including, in
         each case, any notes and schedules thereto) contained in the SEC
         Reports complied as to form with the applicable accounting requirements
         and rules and regulations of the SEC and was prepared in accordance
         with United States generally accepted accounting principles ("GAAP")
         applied on a consistent basis throughout the periods indicated (except
         as may be indicated in the notes thereto), and each presented fairly,
         in all material respects, the financial position of the Company as at
         the respective dates thereof and its results of operations and cash
         flows for the respective periods indicated therein, all in accordance
         with GAAP (except as otherwise indicated therein and subject, in the
         case of unaudited statements included in the Company's quarterly report
         on Form 10-Q for the quarter ended June 30, 2001, to normal and
         recurring year-end adjustments which were not and would not,
         individually or in the aggregate, have a Material Adverse Effect).

                           (iii) The Company has heretofore made available to
         KLA-Tencor complete and correct copies of (i) all agreements, documents
         and other instruments not yet filed by the Company with the SEC but
         that are currently in effect and that the Company expects to file with
         the SEC after the date of this Agreement and (ii) all amendments and
         modifications that have not been filed by the Company with the SEC but
         that are currently in effect to all agreements, documents and other
         instruments that previously had been filed by the Company with the SEC
         and are currently in effect.

                  (f) NO UNDISCLOSED LIABILITIES; NO DEALINGS WITH SECURITY
HOLDERS, OFFICERS, DIRECTORS OR EMPLOYEES. Except for (i) liabilities and
obligations reflected or reserved against on the Company's balance sheet as of
June 30, 2001, as filed with the SEC (the "Balance Sheet") (all of which
liabilities and obligations are set forth on the Disclosure Schedule), (ii)
liabilities and obligations disclosed in SEC Reports filed prior to the date of
this Agreement and (iii) other liabilities and obligations incurred in the
ordinary course of business since June 30, 2001 and that 

                                       9

<PAGE>   10

would not, individually or in the aggregate, have a Material Adverse Effect,
neither the Company nor the Subsidiary has any liabilities or obligations. As
used in this Agreement, the term "liability" includes any indebtedness, claim,
loss, damage, deficiency (including deferred income tax), cost, expense,
guaranty or responsibility, absolute, accrued, contingent or otherwise, and
whether due or to become due. The Disclosure Schedule sets forth a list of each
outstanding commitment by the Company or the Subsidiary to make a capital
expenditure, capital additions or capital improvements involving an amount in
excess of $10,000. Except for the Consulting Agreement, the Voting Agreement and
severance payments to employees, neither the Company nor the Subsidiary has any
contractual arrangement with, or commitment to or from, any of their respective
security holders, officers, management, directors, employees or their family
members (other than such as may have been entered into in the normal course of
employment or in the ordinary course of business with holders of less than 5% of
the Company's outstanding securities), including, without limiting the
generality of the foregoing, any contractual arrangement or commitment whereby
any of such persons are directly or indirectly a joint investor or coventurer
with respect to, or owner, lessor, lessee, licensor or licensee of, any real or
personal property, tangible or intangible, owned or used by, or a lender to or
debtor of, the Company or of the Subsidiary.

                  (g)      TAX MATTERS.

                           (i) For purposes of this Agreement, "Tax" means any
         federal, state, local or foreign income, gross receipts, license,
         payroll, employment, excise, severance, stamp, occupation, premium,
         windfall profits, environmental (including without limitation Taxes
         under Internal Revenue Code of 1986, as amended (the "Code") Section
         59A), customs duties, capital stock, franchise, profits, withholding,
         social security (or similar), unemployment, disability, real property,
         personal property, sales, use, transfer, registration, value added,
         alternative or add-on minimum, estimated, or other tax or other fiscal
         charges of any kind whatsoever, including without limitation any
         interest, penalty, or addition relating thereto, whether disputed or
         not.

                           (ii) For purposes of this Agreement, "Tax Return"
         means any return, declaration, report, or information return or
         statement relating to Taxes, including without limitation any schedule
         or attachment thereto, and any amendment thereof.

                           (iii) The Company and the Subsidiary have in all
         material respects accurately prepared and duly and timely filed all Tax
         Returns that they were required to file. All such Tax Returns were
         correct and complete in all material respects. Except as set forth on
         the Disclosure Schedule since March 31, 1996, all Taxes owed by the
         Company and the Subsidiary (whether or not reflected on any Tax
         Returns) have been paid when due, other than those being contested in
         good faith and where adequate reserves have been established therefor.
         Except as set forth on the Disclosure Schedule, neither the Company nor
         the Subsidiary is currently the beneficiary of any extension of time
         within which to file any Tax Return. Since March 31, 1996, no claim or
         inquiry with respect to any material amount of Taxes has ever been made
         by an authority in a jurisdiction where the Company or the Subsidiary
         did not file Tax Returns that the Company or the Subsidiary is or may
         be subject to any Tax by that jurisdiction for any 

                                       10

<PAGE>   11


         period ending on or before the Effective Date. There are no liens or 
         other security interests on any of the assets of the Company or the 
         Subsidiary that arose in connection with any failure (or alleged 
         failure) to pay any Tax.

                           (iv) For all periods beginning subsequent to March
         31, 1996, neither the Company nor the Subsidiary has ever filed a
         consolidated return with a company other than the Company and the
         Subsidiary.

                           (v) The Company has delivered or made available to
         KLA-Tencor true and complete copies of the income, franchise, excise,
         sales, use, property and employment tax returns filed by the Company
         and the Subsidiary with any federal, state, local or foreign
         governmental authority since January 1, 1998, together with all
         examination reports and statements of deficiencies assessed, proposed
         in writing to be assessed against, or agreed to by the Company or the
         Subsidiary.

                           (vi) All Taxes of the Company and the Subsidiary
         attributable to Tax periods or portions thereof ending on or prior to
         the date of this Agreement, including Taxes that may become payable by
         the Company or the Subsidiary in future periods in respect of any
         transactions or sales occurring on or prior to the date of this
         Agreement, that have not yet been paid have, in the aggregate, been
         adequately reflected as a liability on the books of the Company and the
         Subsidiary in accordance with GAAP, except as otherwise indicated on
         such books. All Taxes of the Company and the Subsidiary attributable to
         Tax periods or portions thereof ending on or prior to the Effective
         Date, including Taxes that may become payable by the Company and the
         Subsidiary in future periods in respect of any transactions or sales
         occurring on or prior to the Effective Date, that have not yet been
         paid will, in the aggregate, be adequately reflected as a liability on
         the books of the Company and the Subsidiary as of the Effective Date in
         accordance with GAAP, except as otherwise indicated on such books.

                           (vii) Without limiting the generality of the
         foregoing, the Company and the Subsidiary have withheld or collected
         and duly paid all Taxes required to have been withheld or collected and
         paid in connection with payments to foreign persons, sales and use Tax
         obligations, and amounts paid or owing to any employee, independent
         contractor, creditor, stockholder or other person.

                           (viii) Except as set forth on the Disclosure
         Schedule, none of the Tax Returns of the Company or the Subsidiary have
         been or, to the Company's knowledge, are being currently audited or
         examined by any governmental authority, nor have any deficiencies for
         any Tax been asserted against the Company or the Subsidiary.

                           (ix) There are no outstanding agreements or waivers
         extending the statute of limitations applicable to any Tax Return of
         the Company or the Subsidiary for any period.

                           (x) Neither the Company nor the Subsidiary has filed
         a consent under Code Section 341(f) concerning collapsible
         corporations. Neither the Company nor the 

                                       11

<PAGE>   12

         Subsidiary has made any payments, is obligated to make any payments, or
         is a party to any agreement that could obligate it to make any payments
         that will be an "excess parachute payment" under Code Section 280G.
         Neither the Company nor the Subsidiary has been a United States real
         property holding corporation within the meaning of Code Section
         897(c)(2) during the applicable period specified in Code Section
         897(c)(1)(A)(ii). Neither the Company nor the Subsidiary is a party to
         any Tax allocation or sharing agreement. Neither the Company nor the
         Subsidiary has any liability for any Taxes of any person (other than
         any of the Company and the Subsidiary) under Treas. Reg. Section
         1.1502-6 (or any similar provision of federal, state, local, or foreign
         law), as a transferee or successor, by contract, or otherwise.

                  (h) PROPERTIES. Except as set forth in the Disclosure
Schedule, the Company and the Subsidiary have good and marketable title to, or a
valid and continuing leasehold interest in, all properties and assets, real and
personal, reflected on the Balance Sheet or acquired by the Company or the
Subsidiary since the date of the Balance Sheet (except personal property leases
terminated, or personal property sold or otherwise disposed of, in the ordinary
course of business since the date of the Balance Sheet), and all such assets
(including the Intangibles (as defined in Section 3.2(m)) are free and clear of
all mortgages, liens, attachments, pledges, encumbrances or security interests
of any nature whatsoever, except for liens for Taxes not yet due and the rights
of any lessor under any lease to which the Company or the Subsidiary is a party.
Neither the Company nor the Subsidiary has ever owned any real estate. Except as
set forth on the Disclosure Schedule, all leases pursuant to which the Company
or the Subsidiary leases real or personal property are in good standing, and are
valid and in full force and effect in accordance with their respective terms.
There are no defaults under any such leases attributable to the Company or the
Subsidiary, and no event has occurred that (whether or not with notice, lapse of
time or both) would constitute a default attributable to the Company or the
Subsidiary. To the knowledge of the Company, all buildings, improvements,
machinery, equipment, vehicles and items of tangible personal property used in
connection with the operations of the Company are structurally sound, are in
good operating condition and repair, are adequate for the uses to which they are
being put and are not in need of maintenance or repairs except for ordinary,
routine maintenance, subject only to ordinary wear and tear.

                  (i) ENVIRONMENTAL, HEALTH AND SAFETY MATTERS. Neither the
Company nor the Subsidiary is or has been in violation in any material respect
of any law, regulation or ordinance relating to respective properties or
facilities (including without limitation, any law, regulation or ordinance
relating to pollution or protection of the environment or relating to building,
health code, zoning, land use or similar matters). To the Company's knowledge,
no real property currently or previously leased by the Company or the Subsidiary
is or has been polluted or contaminated, nor has any real property currently or
previously leased by the Company or the Subsidiary ever been the subject of
environmental clean-up or remediation. Except as set forth on the Disclosure
Schedule, to the Company's knowledge, no real property currently or previously
leased by the Company or the Subsidiary contains any Hazardous Material (as
defined below), nor has any Hazardous Material been discharged or spilled
thereon. Neither the Company nor the Subsidiary has ever owned or operated a
petroleum or hazardous waste landfill or any petroleum or other hazardous waste
treatment, storage or disposal facility. Neither the Company nor the Subsidiary
has caused any past or present events, conditions, circumstances, 

                                       12

<PAGE>   13

activities, practices, incidents or actions which will give rise to any common
law or legal liability, or otherwise form the basis of any claim, action, suit,
proceeding, hearing, or investigation, based on or related to the disposal,
storage, handling, manufacture, processing, distribution, use, treatment, or
transport, or the emission, discharge, release or threatened release into the
environment, of any pollutant or waste. To the Company's knowledge, there are no
proceedings pending or threatened affecting any real property currently or
previously leased by the Company or by the Subsidiary which could have a
Material Adverse Effect. To the Company's knowledge, no real property currently
or previously leased by the Company or by the Subsidiary at any time is or has
been on any federal or state "Superfund" list or on EPA's Comprehensive
Response, Compensation and Liability Information System (CERCLIS) list or on any
analogous state environmental agency list.

         For purposes of this Agreement, "Hazardous Material" means any
petroleum product or any flammable, explosive or radioactive material, or any
hazardous or toxic waste, substance or material, including substances defined as
"hazardous substances", "hazardous materials", "solid waste" or "toxic
substances" under any applicable laws, rules and regulations relating to
hazardous or toxic materials and substances, air pollution (including noise and
odors), water pollution, liquid and solid waste, pesticides, drinking water,
community and employee health, environmental land use management, stormwater,
sediment control, nuisances, radiation, wetlands, endangered species,
environmental permitting and petroleum products.

                  (j) ACCOUNTS RECEIVABLE. Except as set forth on the Disclosure
Schedule, all accounts and notes receivable shown on the Balance Sheet and all
accounts and notes receivable acquired by the Company or the Subsidiary
subsequent to the date of the Balance Sheet to the date hereof are valid and
enforceable, have arisen in the ordinary course of business and have either (i)
been collected or, (ii) to the Company's knowledge, (A) are in the process of
collection, (B) are collectible in the ordinary course of business and in any
event within six months from the Effective Date and (C) are not subject to any
defense, set-off, counterclaim or claim for refund, less the applicable
allowances reflected on the Balance Sheet with respect to accounts and notes
receivable shown thereon, or set up consistent with past practice on the books
of the Company with respect to the accounts and notes receivable acquired
subsequent to the date of the Balance Sheet.

                  (k) PURCHASE AND SALE COMMITMENTS. No outstanding purchase
commitments by the Company or the Subsidiary are in excess of the normal,
ordinary and usual requirements of the business of the Company. No outstanding
commitment obligates the Company or the Subsidiary to sell any product or
service at a price below the sum of direct materials and direct labor incurred
by the Company or the Subsidiary to produce and deliver such product or to
perform such service.

                  (l) GOVERNMENTAL AUTHORIZATIONS. Set forth on the Disclosure
Schedule is a complete and accurate list of all governmental permits, licenses,
franchises, concessions, zoning variances and other approvals, authorizations
and orders which have been obtained in connection with the conduct of the
business now being conducted by the Company and by the Subsidiary, the failure
of which to so obtain would have a Material Adverse Effect. Such permits,
licenses, franchises, concessions, zoning variances, approvals, authorizations
and orders constitute all 

                                       13

<PAGE>   14

governmental permits, licenses, franchises, concessions, zoning variances,
approvals, authorizations and orders which are required under all applicable
local, state, federal or foreign laws and regulations for the operation of the
business being conducted by the Company and the Subsidiary as it has been
heretofore conducted. All such governmental permits, licenses, franchises,
concessions, zoning variances, approvals, authorizations and orders are
presently in full force and effect, the Company and the Subsidiary are in
compliance with the requirements thereof (except for minor violations that could
not result in a suspension or forfeiture thereof), no suspension or cancellation
of any of them is, to the knowledge of the Company, threatened, and the filing
of the Certificate of Merger and the consummation of the Merger will not
adversely affect the validity or effectiveness of, and will not require, for
retention thereof after such change of ownership, the consent or approval of any
party to, or any governmental agency having jurisdiction of, any such permit,
license, franchise, concession, zoning variance, approval, authorization or
order. The Company has no knowledge of any fact or circumstance which would
prevent, limit or restrict the Company and the Subsidiary from continuing to
operate the Company's business in the present manner, except for facts or
circumstances that would not, individually or in the aggregate, have a Material
Adverse Effect, and to the Company's knowledge no new material requirements
pertaining to the manner of operating its specific business (not businesses in
general) have been issued or announced by any governmental authority during the
past year, nor are there any disputes pending between the Company (or the
Subsidiary) and any governmental authority about the operations of the Company
or the Subsidiary as presently being conducted.

                  (m) PATENTS; TRADEMARKS. Except as set forth on the Disclosure
Schedule, the Company owns or has the right to use, free and clear of any
obligation of payment, encumbrance, lien or claim, all patents, patent and
know-how licenses, trademarks, trade names, service marks, brand names and
copyrights, and registrations and applications therefor, used in the conduct of
its business or the use of which is necessary for its business as now being
conducted (the "Intangibles"). Set forth on the Disclosure Schedule is a
complete list of all patents, patent applications, registered trademarks or
service marks or applications for such registration and registered copyrights or
applications for such registration included within the Intangibles, and
licenses, sublicenses or other rights entered into or granted by or to the
Company or the Subsidiary with respect thereto (other than licenses by the
Company entered into in the ordinary course of business or licenses to the
Company of commercially available software pursuant to perpetual licenses
providing for up-front payments not exceeding $5,000 in any individual case). To
its knowledge, the Company owns or possesses adequate rights to use, free and
clear of any obligation of payment, encumbrance, lien or claim, all inventions,
technology, technical know-how, processes, designs, trade secrets, vendor and
customer lists and other confidential information required for or used in its
business. Neither the Company nor the Subsidiary has directly or, to the
Company's knowledge, indirectly provided any trade secrets, know how, or
proprietary data to the U.S. Government. To the extent that the Company or the
Subsidiary has provided to any third party, other than the U.S. Government, any
trade secrets, know how, or proprietary data, such information has been provided
subject to an adequate non-disclosure agreement. No person has made any claim or
demand upon the Company or the Subsidiary pertaining to, and no proceeding is
pending or, to the Company's knowledge, threatened, which challenges (i) the
rights of the Company in respect of any Intangibles or (ii) the rights of the
Company to any confidential information or trade secrets used in the conduct of

                                       14

<PAGE>   15

its business. No Intangible owned or to the Company's knowledge used by the
Company or the Subsidiary is subject to any order, ruling, decree, judgment or
stipulation by or with any court, arbitrator or administrative agency which is
materially adverse to the business of the Company or the Subsidiary. Except as
set forth on the Disclosure Schedule, no person has made any claim or demand
alleging that the Company or the Subsidiary has, nor does the Company have any
knowledge that the Company or the Subsidiary has, infringed, or engaged in the
unauthorized use of, any patent, trademark, trade name, service mark, brand name
or copyright, or any invention, technology, technical know-how, process, design,
trade secret or other intellectual property of another. The Company has no
knowledge of any infringement or unauthorized use by a third party of any
patent, trademark, trade name, service mark, brand name or copyright, or any
invention, technology, technical know-how, process, design, trade secret or
other intellectual property owned by the Company or used by the Company pursuant
to an exclusive license or other exclusive arrangement. Since March 31, 1996,
each employee of the Company and of the Subsidiary has executed an Employee
Patent and Confidential Information Agreement or similar agreement, copies of
which have been made available to KLA-Tencor.

                  (n) INSURANCE. Except as set forth on the Disclosure Schedule,
neither the Company nor the Subsidiary is in default with respect to any
provisions of any policy of general liability, fire, title or other form of
insurance held by it, except where such default would not, individually or in
the aggregate, have a Material Adverse Effect. The Company and the Subsidiary
are current in the payment of all premiums due or has reserved for such premiums
due on such insurance, and have not failed to give any notice or present any
claim thereunder in due and timely fashion, except for claims that are
immaterial in both the nature of the claim and in the amount of such claim. All
policies of insurance held by the Company and the Subsidiary are listed on the
Disclosure Schedule. To the Company's knowledge, no basis exists which would
jeopardize the coverage under any such insurance. Except as set forth on the
Disclosure Schedule, under the terms of the policy relating thereto, no such
insurance will be automatically terminated or canceled by reason of the
execution, delivery and performance of this Agreement or the consummation of the
transactions contemplated hereby. The Disclosure Schedule sets forth a list of
all claims pending under the insurance policies listed on the Disclosure
Schedule (including, in their aggregate amount, employee benefit claims other
than health or dental insurance claims and workers' compensation claims in
excess of $5,000 per year).

                  (o)      EMPLOYEE MATTERS AND BENEFIT PLANS.

                           (i) DEFINITIONS. For purposes of this Section 3.2(o),
         the following terms shall have the meanings set forth below:

                                    (A) "AFFILIATE" shall mean any other person
                  or entity under common control with the Company within the
                  meaning of Section 414(b), (c), (m) or (o) of the Code and the
                  regulations issued thereunder (including without limitation
                  the Subsidiary);

                                    (B) "COBRA" shall mean the Consolidated 
                  Omnibus Budget Reconciliation Act of 1985, as amended;

                                       15

<PAGE>   16

                                    (C) "COMPANY EMPLOYEE PLAN" shall mean any
                  plan, program, policy, practice, contract, agreement or other
                  arrangement providing for compensation, severance, termination
                  pay, deferred compensation, performance awards, stock or
                  stock-related awards, fringe benefits or other employee
                  benefits or remuneration of any kind, whether written or
                  unwritten or otherwise, funded or unfunded, including without
                  limitation, each "employee benefit plan," within the meaning
                  of Section 3(3) of ERISA which is or has been maintained,
                  contributed to, or required to be contributed to, by the
                  Company or any Affiliate for the benefit of any Employee, or
                  with respect to which the Company or any Affiliate has or may
                  have any liability or obligation;

                                    (D) "DOL" shall mean the United States 
                  Department of Labor;

                                    (E) "EMPLOYEE" shall mean any current or 
                  former or retired employee, officer or director of the Company
                  or any Affiliate;

                                    (F) "EMPLOYMENT AGREEMENT" shall mean each
                  management, employment, severance, relocation, repatriation,
                  expatriation, visas, work permit or other agreement, contract
                  or understanding currently in force and effect between the
                  Company or any Affiliate and any Employee;

                                    (G) "ERISA" shall mean the Employee 
                  Retirement Income Security Act of 1974, as amended;

                                    (H) "FMLA" shall mean the Family Medical 
                  Leave Act of 1993, as amended;

                                    (I) "INTERNATIONAL EMPLOYEE PLAN" shall mean
                  each Company Employee Plan that has been adopted or maintained
                  by the Company or any Affiliate, whether informally or
                  formally, or with respect to which the Company or any
                  Affiliate will or may have any liability, for the benefit of
                  Employees who perform services outside the United States;

                                    (J) "IRS" shall mean the Internal Revenue 
                  Service;

                                    (K) "MULTIEMPLOYER PLAN" shall mean any
                  "Pension Plan" (as defined below) which is a "multiemployer
                  plan," as defined in Section 3(37) of ERISA; and

                                    (L) "PENSION PLAN" shall mean each Company
                  Employee Plan which is an "employee pension benefit plan,"
                  within the meaning of Section 3(2) of ERISA.

                           (ii) SCHEDULE. Schedule 3.2(o)(ii) of the Disclosure
         Schedule contains an accurate and complete list of each Company
         Employee Plan, International Employee Plan, and each Employment
         Agreement. The Company does not have any plan or 

                                       16

<PAGE>   17

         commitment to establish any new Company Employee Plan, International
         Employee Plan, or Employment Agreement, to modify any Company Employee
         Plan or Employment Agreement (except to the extent required by law or
         to conform any such Company Employee Plan or Employment Agreement to
         the requirements of any applicable law, in each case as previously
         disclosed to KLA-Tencor in writing, or as required by this Agreement),
         or to adopt or enter into any Company Employee Plan, International
         Employee Plan, or Employment Agreement.

                           (iii) DOCUMENTS. The Company has provided to
         KLA-Tencor correct and complete copies of: (A) all agreements or other
         contracts embodying each Company Employee Plan, International Employee
         Plan, and each Employment Agreement including (without limitation) all
         amendments thereto and all related trust documents, administrative
         service agreements, group annuity contracts, group insurance contracts,
         and policies pertaining to fiduciary liability insurance covering the
         fiduciaries for each Plan; (B) the most recent annual actuarial
         valuations, if any, prepared for each Company Employee Plan; (C) the
         three most recent annual reports (Form Series 5500 and all schedules
         and financial statements attached thereto), if any, required under
         ERISA or the Code in connection with each Company Employee Plan; (D) if
         the Company Employee Plan is funded, the most recent annual and
         periodic accounting of Company Employee Plan assets; (E) the most
         recent summary plan description together with the summary(ies) of
         material modifications thereto, if any, required under ERISA with
         respect to each Company Employee Plan; (F) all IRS determination,
         opinion, notification and advisory letters, and all applications and
         correspondence to or from the IRS or the DOL with respect to any such
         application or letter; (G) all communications material to any Employee
         or Employees relating to any Company Employee Plan and any proposed
         Company Employee Plans, in each case, relating to any amendments,
         terminations, establishments, increases or decreases in benefits,
         acceleration of payments or vesting schedules or other events which
         would result in any material liability to the Company; (H) all material
         correspondence to or from any governmental agency relating to any
         Company Employee Plan; (I) copies of all material COBRA forms and
         related notices (or such forms and notices as required under comparable
         law) specifically addressed to the Company Employee Plan; (J) the three
         most recent plan years discrimination tests for each Company Employee
         Plan; and (K) all registration statements, annual reports (Form 11-K
         and all attachments thereto) and prospectuses prepared in connection
         with each Company Employee Plan.

                           (iv) EMPLOYEE PLAN COMPLIANCE. (A) the Company has
         performed in all material respects all obligations required to be
         performed by it under, is not in default or violation of, and has no
         knowledge of any default or violation by any other party to, each
         Company Employee Plan, and each Company Employee Plan has been
         established and maintained in all material respects in accordance with
         its terms and in material compliance with all applicable laws,
         statutes, orders, rules and regulations, including but not limited to
         ERISA or the Code; (B) each Company Employee Plan intended to qualify
         under Section 401(a) of the Code and each trust intended to qualify
         under Section 501(a) of the Code has either received or is the subject
         of a favorable determination, opinion, notification or advisory letter
         from the IRS with respect to each such Company Employee

                                       17

<PAGE>   18
         Plan as to its qualified status under the Code, including all
         amendments to the Code effected by the Tax Reform Act of 1986 and
         subsequent legislation, or has remaining a period of time under
         applicable Treasury regulations or IRS pronouncements in which to apply
         for such a letter and make any amendments necessary to obtain a
         favorable determination as to the qualified status of each such Company
         Employee Plan; (C) no "prohibited transaction," within the meaning of
         Section 4975 of the Code or Sections 406 and 407 of ERISA, and not
         otherwise exempt under Section 4975 of the Code or Section 408 of ERISA
         (or any administrative class exemption issued thereunder), has occurred
         with respect to any Company Employee Plan; (D) there are no actions,
         suits or claims pending, or, to the knowledge of the Company,
         threatened (other than routine claims for benefits) against any Company
         Employee Plan or against the assets of any Company Employee Plan, and,
         to the Company's knowledge, no basis for any such actions, suits or
         claims exists; (E) each Company Employee Plan (other than any stock
         option plan) can be amended, terminated or otherwise discontinued after
         the Effective Time, without material liability to the KLA-Tencor,
         Company or any of its Affiliates (other than ordinary administration
         expenses and such obligations as may exist under applicable federal,
         state and local laws); (F) there are no audits, inquiries or
         proceedings pending or, to the knowledge of the Company, threatened by
         the IRS or DOL with respect to any Company Employee Plan; and (G)
         neither the Company nor any Affiliate is subject to any penalty or Tax
         with respect to any Company Employee Plan under Section 502(i) of ERISA
         or Sections 4975 through 4980 of the Code.

                           (v) PENSION PLAN.  Neither the Company nor any 
         Affiliate has ever maintained, established, sponsored, participated in,
         or contributed to, any Pension Plan which is subject to Title IV of 
         ERISA or Section 412 of the Code.

                           (vi) COLLECTIVELY BARGAINED, MULTIEMPLOYER AND
         MULTIPLE EMPLOYER PLANS. At no time has the Company or any Affiliate
         contributed to or been obligated to contribute to any Multiemployer
         Plan. Neither the Company, nor any Affiliate has at any time ever
         maintained, established, sponsored, participated in, or contributed to
         any multiple employer plan, or to any plan described in Section 413 of
         the Code.

                           (vii) NO POST-EMPLOYMENT OBLIGATIONS. No Company
         Employee Plan provides, or reflects or represents any liability to
         provide retiree health to any person for any reason, except as may be
         required by COBRA or other applicable statute.

                           (viii) HEALTH CARE COMPLIANCE. Neither the Company
         nor any Affiliate has, in any material respect, violated any of the
         health care continuation requirements of COBRA, the requirements of
         FMLA, the requirements of the Health Insurance Portability and
         Accountability Act of 1996, the requirements of the Women's Health and
         Cancer Rights Act of 1998, the requirements of the Newborns' and
         Mothers' Health Protection Act of 1996, or any amendment to each such
         act, or any similar provisions of state law applicable to its
         Employees.

                                       18

<PAGE>   19

                           (ix) EFFECT OF MERGER.

                                (A) Except as set forth on Schedule 3.2(o)(ix) 
                   of the Disclosure Schedule, the execution of this Agreement
                   and the consummation of the transactions contemplated hereby
                   will not (either alone or upon the occurrence of any
                   additional or subsequent events) constitute an event under
                   any Company Employee Plan, Employment Agreement, trust or
                   loan that will or may result in any payment (whether of
                   severance pay or otherwise), acceleration, forgiveness of
                   indebtedness, vesting, distribution, increase in benefits or
                   obligation to fund benefits with respect to any Employee.

                                (B) Except as set forth on Schedule 3.2(o)(ix) 
                   of the Disclosure Schedule, no payment or benefit which will
                   or may be made by the Company or its Affiliates with respect
                   to any Employee will be characterized as a "parachute
                   payment," within the meaning of Section 280G(b)(2) of the
                   Code.

                           (x) EMPLOYMENT MATTERS. The Company and the
         Subsidiary: (A) are in compliance in all material respects with all
         applicable foreign, federal, state and local laws, rules and
         regulations respecting employment, employment practices, terms and
         conditions of employment and wages and hours, in each case, with
         respect to Employees; (B) have withheld and reported all amounts
         required by law or by agreement to be withheld and reported with
         respect to wages, salaries and other payments to Employees; (C) has
         received no notice, and has no reason to believe, that it is liable for
         any arrears of wages or any Taxes or any penalty for failure to comply
         with any of the foregoing; and (D) are not liable for any payment to
         any trust or other fund governed by or maintained by or on behalf of
         any governmental authority, with respect to unemployment compensation
         benefits, social security or other benefits or obligations for
         Employees (other than routine payments to be made in the ordinary
         course of business). There are no pending or threatened claims or
         actions against the Company or the Subsidiary under any worker's
         compensation policy or long-term disability policy; and, to the
         Company's knowledge, no basis for any such claims or actions which,
         individually or in the aggregate, would have a Material Adverse Effect
         exists.

                           (xi) LABOR. No work stoppage or labor strike against
         the Company or the Subsidiary is pending or, to the Company's
         knowledge, threatened. The Company does not know of any activities or
         proceedings of any labor union to organize any Employees. There are no
         actions, suits, claims, labor disputes or grievances pending, or, to
         the knowledge of the Company, threatened, relating to any labor, safety
         or discrimination matters involving any Employee, including, without
         limitation, charges of unfair labor practices or discrimination
         complaints, which, if adversely determined, would, individually or in
         the aggregate, result in any material liability to the Company, and no
         basis for any such actions, suits, claims, labor disputes or grievances
         exists. Neither the Company nor any of its subsidiaries has engaged in
         any unfair labor practices within the meaning of the National Labor
         Relations Act. Neither the Company nor the Subsidiary is presently, nor
         has either of them been in the past, party to, or bound by, any
         collective bargaining agreement or union contract with respect to
         Employees and no 

                                       19

<PAGE>   20

         collective bargaining agreement is being negotiated by the Company or 
         by the Subsidiary.

                           (xii) INTERNATIONAL EMPLOYEE PLANS. Neither the 
         Company nor the Subsidiary does now, nor has either of them ever had 
         the obligation to, maintain, establish, sponsor, participate in, or 
         contribute to any International Employee Plan.

                           (xiii) EMPLOYEES; LOANS. Set forth on Schedule
         3.2(o)(xiii) of the Disclosure Schedule are accurate and complete lists
         of (i) the names, titles and location of all Employees as of the date
         hereof, including such Employees' current compensation (including
         bonus) arrangements and the last date of any increase in such
         Employees' compensation prior to the date hereof, and the names of any
         of such Employees on leave of absence or who are collecting disability
         payments; and (ii) all loans to Employees, including amount due,
         interest, term and collateral as of the date hereof.

                  (p) AGREEMENTS AND DOCUMENTS. The Company has previously
furnished or made available to KLA-Tencor true, correct and complete copies of
each document that is referred to in this Section 3.2(p), all of which are
listed in the Disclosure Schedule:

                           (i) each document related to interests in real 
         property owned, leased or otherwise used or claimed by the Company or 
         by the Subsidiary;

                           (ii) (A) except as set forth on the Disclosure
         Schedule, each agreement of the Company which involves aggregate future
         payments by the Company or the Subsidiary of more than $10,000 (other
         than with respect to the purchase of inventory in the ordinary course
         of business) in any calendar month or any agreement whose term extends
         beyond one year after the date hereof and as to which the Company or
         the Subsidiary has ongoing obligations thereunder (other than routine
         maintenance agreements); and (B) each agreement containing any covenant
         restricting the freedom of the Company or the Subsidiary to compete in
         any line of business or with any person;

                           (iii) all Employment Agreements or similar
         compensation agreements of the Company or the Subsidiary which may not
         be terminated by the Company without penalty within 45 days after the
         Closing;

                           (iv) all bonus, incentive compensation, deferred
         compensation, profit-sharing, stock option, retirement, pension,
         severance, indemnification, employee insurance, death benefit or other
         fringe benefit plans, agreements or arrangements of the Company or the
         Subsidiary (or applying to the Company or the Subsidiary) in effect, or
         under which any amounts remain unpaid, on the date hereof or to become
         effective after the date hereof;

                           (v) each agreement or other instrument or arrangement
         defining the terms on which any indebtedness of the Company or the
         Subsidiary (or a guarantee by the Company or the Subsidiary of
         indebtedness) is or may be issued, other than with respect to accounts
         payable incurred in the ordinary course of business;

                                       20

<PAGE>   21

                           (vi) the names and addresses of all banks in which
         the Company or the Subsidiary has accounts or lines of credit, and with
         respect to each such account or line of credit, the account numbers
         thereof and the names of all persons authorized to drawn thereon;

                           (vii) all agency, distributor, sales representative
         and similar agreements relating to the business of the Company or the
         Subsidiary under which the Company or the Subsidiary has any further
         obligation or liability;

                           (viii) all licenses or similar agreements of the
         Company or the Subsidiary with respect to patents, trademarks,
         copyrights, or other intellectual property; and

                           (ix) all non-competition, inventions assignment and 
         non-disclosure agreements with the current and employees of the Company
         or the Subsidiary.

                  Neither the Company nor the Subsidiary is a party to any oral
contract or agreement which would be required to have been furnished or made
available to KLA-Tencor under this Section 3.2(p) had such contract or agreement
been committed to writing.

                  There is no default or breach, or claimed or purported or
alleged default or breach on the part of the Company or the Subsidiary, or, to
the knowledge of the Company, on the part of any other party thereto or basis on
which with notice or lapse of time or both, a default or breach would exist, in
any obligation to be performed under any lease, contract, plan, policy or other
instrument or arrangement referred to in this Section 3.2(p), except for such
breaches as would not, individually or in the aggregate, result in a Material
Adverse Effect.

                  (q) NO CHANGES. Since the date of the Balance Sheet, except 
for the execution of this Agreement and the other agreements contemplated
hereby and the taking of actions contemplated hereby, there has not been:

                           (i) any Material Adverse Effect, other than
         continuing operating losses and losses attributable to the abandonment
         of leasehold improvements that will result when the Company vacates its
         premises in connection with the termination of the lease for its
         current space at 46 Jonspin Road, Wilmington, Massachusetts 01887;

                           (ii) any damage, destruction or loss (whether or not 
         covered by insurance) to property which could reasonably be expected to
         have a Material Adverse Effect;

                           (iii) any declaration, setting aside or payment of
         any dividend, or other distribution, in respect of the capital stock of
         the Company or the Subsidiary, or any direct or indirect redemption,
         purchase or other acquisition of such stock;

                                       21

<PAGE>   22

                           (iv) except as set forth on the Disclosure Schedule,
         any option, warrant or right to purchase the capital stock of the
         Company or of the Subsidiary granted to any person, or any employment
         or deferred compensation agreement entered into between the Company or
         the Subsidiary and any of their respective officers, directors or
         consultants;

                           (v) any issuance or sale by the Company or by the
         Subsidiary of any stock (other than upon the exercise of stock
         options), bonds or other corporate securities, or any partial or
         complete formation, acquisition, disposition or liquidation of the
         Company or of the Subsidiary;

                           (vi) any labor union trouble (including without
         limitation any negotiation, or request for negotiation, with respect to
         any union representation or any labor contract) respecting the Company
         or the Subsidiary;

                           (vii) to the Company's knowledge, any statute, rule
         or regulation, or any government policy, adopted which pertains
         particularly to the Company's business (and not businesses in general)
         and which may materially and adversely affect the business or assets of
         the Company;

                           (viii) any mortgage, lien, attachment, pledge,
         encumbrance or security interest created on any asset, tangible or
         intangible, of the Company or of the Subsidiary, or assumed, either by
         the Company or by others, with respect to any such asset, except for
         liens for taxes not yet due, and for equipment leases and purchase
         money security interests entered into in the ordinary course of
         business;

                           (ix) any indebtedness or other liability or
         obligation (whether absolute, accrued, contingent or otherwise)
         incurred, or other transaction (except that reflected in this Agreement
         or attributable to the obligations of the Company under this Agreement
         or the preparation thereof) engaged in, by the Company or by the
         Subsidiary, except those in the ordinary course of business;

                           (x) any obligation or liability discharged or
         satisfied by the Company or by the Subsidiary, except items included in
         current liabilities shown on the Balance Sheet and current liabilities
         incurred since the date of the Balance Sheet in the ordinary course of
         business;

                           (xi) any sale, assignment, lease, transfer or other
         disposition of any tangible asset of the Company or of the Subsidiary,
         except in the ordinary course of business, or any sale, assignment,
         lease, transfer or other disposition of any of its patents, trademarks,
         trade names, brand names, copyrights, licenses or other intangible
         assets, except pursuant to license agreements entered into in the
         ordinary course of business;

                           (xii) any amendment, termination or waiver of any 
         material right belonging to the Company or to the Subsidiary;

                                       22

<PAGE>   23

                           (xiii) any increase in the compensation or benefits
         payable or to become payable by the Company or by the Subsidiary to any
         of its officers or employees except for ordinary increases for
         non-management employees in accordance with prior practice;

                           (xiv) except as set forth on the Disclosure Schedule,
         any transaction or contract with a director or officer of the Company
         or of the Subsidiary (whether executive officer or division officer) or
         a member of any such director's or officer's family, including a loan,
         change of employment conditions, change of pension rights or bonus, not
         approved in writing by KLA-Tencor; or

                           (xv)     any audit of any Tax.

                  (r) LITIGATION OR PROCEEDINGS. Neither the Company nor the
Subsidiary is engaged in, or a party to, or to the Company's knowledge
threatened with, any claim or legal action or other proceeding before any court,
any arbitrator of any kind or any administrative agency, or to its knowledge any
governmental investigation, or any suspension or debarment proceeding, nor, to
the knowledge of the Company, does any basis for any claim or legal action or
other proceeding or governmental investigation or any suspension or debarment
proceeding that could, individually or in the aggregate, have a Material Adverse
Effect exist. There are no orders, rulings, decrees, judgments or stipulations
to which the Company or the Subsidiary is a party by or with any court,
arbitrator or administrative agency affecting the Company, its business or its
properties.

                  (s) COMPLIANCE WITH LAWS. Except in any case that has not
resulted in, and would not, individually or in the aggregate, a Material Adverse
Effect, the Company and the Subsidiary (i) have complied in all respects with
all applicable building, zoning, occupational safety and health, pension, export
control, environmental control and other federal, state, local and foreign laws,
ordinances, regulations, rules, orders and governmental policies applicable to
their plants, structures or equipment or the operation thereof, and any
employment, equal opportunity or similar laws, ordinances, regulations, rules,
orders and governmental policies, and all other laws, ordinances, regulations,
rules, orders and governmental policies applicable to them, their business or
their respective assets; (ii) have not received any complaint from any
governmental authority, and to the Company's knowledge none is threatened,
alleging that the Company or the Subsidiary has violated any such law,
ordinance, regulation, order or policy; (iii) have not received any notice from
any governmental authority of any pending proceedings to take all or any part of
the properties of the Company or of the Subsidiary (whether leased or owned) by
condemnation or right of eminent domain and, to the Company's knowledge, no such
proceeding is threatened; and (iv) are not party to any agreement or instrument,
or subject to any charter or other corporate restriction or judgment, order,
writ or injunction, which has resulted in, or which might reasonably be expected
to result in, a Material Adverse Effect.

                  (t) CORPORATE PRACTICES. Since March 31, 1996, neither the
Company nor the Subsidiary has ever, directly or indirectly: (i) used any
corporate funds for unlawful contributions, gifts, entertainment or other
unlawful expenses relating to political activity; (ii) made any unlawful payment
to foreign or domestic government officials or employees, or to foreign or
domestic political parties or campaigns, from corporate funds; (iii) violated
any 

                                       23

<PAGE>   24

provisions of the Foreign Corrupt Practices Act of 1977; (iv) established or
maintained any unlawful or unrecorded fund of monies or other assets; (v) made
any false or fictitious entry on its books or records; (vi) made any bribe,
rebate, payoff, influence payment, kickback or other unlawful payment to any
person; (vii) made any bribe, kickback, finder's fee, commission, or other
payment or compensation of a similar or comparable nature, whether lawful or
not, to any person or entity, private or public, regardless of form, whether in
money, property or services, to obtain favorable treatment in securing business
or to obtain special concessions, or to pay for favorable treatment for business
secured or for special concessions already obtained; (viii) submitted, or caused
to be submitted, any false claims against the U.S. Government or (ix) made, or
caused to be made, any false statements to the U.S. Government.

                  (u) BROKERS AND FINDERS. Neither the Company nor the
Subsidiary has employed any broker, agent or finder or incurred any liability on
behalf of the Company or the Subsidiary for any brokerage fees, agents'
commissions or finders' fees in connection with the transactions contemplated
hereby.

                  (v) POWERS OF ATTORNEY. Neither the Company nor the Subsidiary
has any powers of attorney or similar authorizations outstanding, other than
those granted in the ordinary course of business, all of which are listed on the
Disclosure Schedule.

                  (w) PRODUCT WARRANTIES. Copies of the terms and conditions of
sale with respect to each product sold by the Company or the Subsidiary have
been made available to KLA-Tencor. Except as set forth on the Disclosure
Schedule, neither the Company nor the Subsidiary will have any contractual
obligation with regard to any warranty claims after the first anniversary of the
date of any such warranty which is currently in effect. To the Company's
knowledge, the reserve established on Balance Sheet for the satisfaction of
claims which may be made under product warranties in effect as of the Effective
Date is adequate in amount to satisfy all product warranty claims which may be
made with respect to any products sold by the Company or by the Subsidiary prior
to the Effective Date.

                  (x) BOARD APPROVAL. The Board of Directors of the Company has,
as of August 16, 2001, unanimously (i) determined that the Merger is fair to,
and in the best interests of the Company and its Stockholders, (ii) approved and
deemed advisable, subject to Stockholder approval, this Agreement and the
transactions contemplated hereby and (iii) subject to the provisions of Section
4.6(b), determined to recommend that the Stockholders approve and adopt this
Agreement and approve the Merger.

                  (y) RESTRICTION ON BUSINESS ACTIVITIES. There is no agreement,
commitment, judgment, injunction, order or decree binding upon the Company or
the Subsidiary or to which the Company or the Subsidiary is a party which has or
could reasonably be expected to have the effect of prohibiting or materially
impairing any business practice of the Company, any acquisition of property by
the Company or the conduct of business by the Company as currently conducted.

                                       24

<PAGE>   25

                  (z) COMPLETE COPIES OF MATERIALS. The Company has delivered or
made available true and complete copies of each document (or summaries of same)
that has been requested by KLA-Tencor or its counsel.

                  (aa) STATEMENTS TRUE AND CORRECT. This Agreement (including 
the Exhibits and any documents delivered pursuant hereto) does not contain any
untrue statement of a material fact or omit any material fact required to be
stated herein or therein or necessary to make the statements contained herein or
therein, in the light of the circumstances under which they were made, not
misleading.

         Section 3.3. REPRESENTATIONS AND WARRANTIES OF KLA-TENCOR AND MERGER 
SUB. KLA-Tencor and Merger Sub represent and warrant to the Company that:

                  (a) ORGANIZATION AND QUALIFICATION. KLA-Tencor is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, and has all requisite corporate and other power and
authority to own, lease and operate its properties and to carry on its business
as it is now being conducted except where the failure to do so would not,
individually or in the aggregate, have a material adverse effect on the
financial condition, assets (including intangible assets), liabilities, earnings
or business of KLA-Tencor and its subsidiaries, taken together as a whole.
Merger Sub is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, and has all requisite
corporate power and authority to carry on its business at it is now being
conducted. Each of KLA-Tencor and Merger Sub is duly qualified to do business as
a foreign corporation, and is in good standing, in each jurisdiction in which
the character of the properties owned, operated or leased by the respective
corporation or the nature of the respective corporation's activities is such
that such qualification is required by applicable law, except where the failure
to be so duly qualified and in good standing that would not, individually or in
the aggregate, have a material adverse effect on the financial condition, assets
(including intangible assets), liabilities, earnings or business of KLA-Tencor
and its subsidiaries, taken together as a whole.

                  (b) AUTHORITY. Each of KLA-Tencor and Merger Sub has the
corporate power and authority to execute, deliver and perform this Agreement, to
execute, deliver and file the Certificate of Merger and to consummate the
transactions contemplated hereby and thereby. This Agreement has been duly and
validly authorized by all necessary corporate action on the part of KLA-Tencor
and Merger Sub. This Agreement has been duly and validly executed and delivered
by KLA-Tencor and Merger Sub and constitutes the valid and legally binding
obligation of KLA-Tencor and Merger Sub, enforceable against them in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally or by general principles of equity.
Neither the execution, delivery and performance of this Agreement, the filing of
the Certificate of Merger nor the consummation of the transactions contemplated
hereby will (i) conflict with or result in a violation, breach or termination or
acceleration of, or default under (or would result in a violation, breach,
termination, acceleration or default with the giving of notice or passage of
time or both) any of the terms, conditions or provisions of the respective
charter documents or Bylaws of KLA-Tencor or Merger Sub, as amended, or of any
note, bond, mortgage, indenture, license, agreement or other instrument or

                                       25

<PAGE>   26

obligation to which KLA-Tencor or Merger Sub is a party, or by which KLA-Tencor
or Merger Sub or any of their properties or assets may be bound or affected,
except where such conflict, violation, breach, termination, acceleration or
default would not, individually or in the aggregate, have a material adverse
effect on the financial condition, assets, liabilities, earnings, business or
prospects of KLA-Tencor and its subsidiaries, taken together as a whole, other
than any effect resulting from conditions generally affecting KLA-Tencor's
industry or the economy as a whole, (ii) result in the violation of any order,
writ, injunction, decree, statute, rule or regulation applicable to KLA-Tencor
or Merger Sub, or their properties or assets or (iii) result in the imposition
of any lien, encumbrance, charge or claim upon any of KLA-Tencor's assets. No
consent or approval by, or notification to or filing with, any court,
governmental authority or third party is required in connection with the
execution, delivery and performance of this Agreement by KLA-Tencor or Merger
Sub or the consummation of the transactions contemplated hereby, except for the
filing of the Certificate of Merger with the Secretary of State of the State of
Delaware.

                  (c) BROKERS AND FINDERS. Neither KLA-Tencor nor Merger Sub has
employed any broker, agent or finder or incurred any liability for any brokerage
fees, agents' commissions or finders' fees in connection with the transactions
contemplated hereby.

                  (d) PROXY MATERIALS. None of the information supplied or to be
supplied by KLA-Tencor and/or Merger Sub for inclusion in or incorporation by
reference into the Proxy Statement (as defined in Section 4.4(a)) will, on the
date the Proxy Statement is first mailed to the Stockholders or at the time of
the Company's meeting of Stockholders, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading.

                  (e) FINANCING. KLA-Tencor has sufficient funds on hand or
available to it under bank lines of credit to fully satisfy all of KLA-Tencor's
and Merger Sub's obligations under this Agreement, including, without
limitation, the obligation to pay the Purchase Price in cash on the Effective
Date and to pay all fees and expenses incurred by them in connection with the
Merger.

                  (f) ACTIONS AND PROCEEDINGS. There are no actions, suits or
claims or legal, administrative or arbitration proceedings pending or, to the
knowledge of KLA-Tencor, threatened against KLA-Tencor and/or Merger Sub that
individually or in the aggregate could reasonably be expected to interfere with
the ability of KLA-Tencor and/or Merger Sub to consummate the transactions
contemplated hereby.


                                    ARTICLE 4

                       ADDITIONAL COVENANTS AND AGREEMENTS

         Section 4.1. ACTS OF THE COMPANY. The Company agrees that, from the
date hereof to the Closing, except to the extent that KLA-Tencor shall otherwise
give its written consent, which 

                                       26

<PAGE>   27

consent shall not be unreasonably withheld if consistent with the planned
cessation of the Company's business, or as described below:

                  (a) BUSINESS IN ORDINARY COURSE. The Company will, and will
cause the Subsidiary to, operate its business only in the ordinary course and
consistent with past practice, and, to the extent of and consistent with such
operation, except as otherwise provided herein, it will use its commercially
reasonable efforts to preserve intact its present business organization and,
except as otherwise provided herein, to preserve its relationships with
employees and persons having business dealings with it.

                  (b) MAINTAIN PROPERTIES. The Company will, and will cause the
Subsidiary to, maintain all of its properties in customary repair, order and
condition, reasonable wear and use and damage by unavoidable casualty excepted,
and take all steps reasonably necessary to maintain its Intangibles. The Company
will not, and will cause the Subsidiary not to, sell, lease or exchange, or
enter into any agreement to sell, lease or exchange, all or any portion of its
assets other than respect to sales of inventory or licenses of software in the
ordinary course of business.

                  (c) MAINTAIN MANAGEMENT. The Company will not, and will cause 
the Subsidiary not to, initiate or cause any changes in the persons serving as
management of the Company other than as specifically contemplated by Section
4.1(d), below.

                  (d) COMPENSATION. The Company will not, and will cause the
Subsidiary not to, (i) grant any increase in compensation or any bonus to any
employee or member of management, or (ii) enter into or amend or alter any
bonus, incentive compensation, deferred compensation, profit sharing, stock
option, retirement, severance, indemnification, pension, insurance, death
benefit or other fringe benefit plan, agreement or arrangement, or any
employment or consulting agreement. Notwithstanding the foregoing, the Company
may, prior to the Closing, pay the amounts set forth to the Company's employees
as set forth in Schedule 4.1(d) hereto in satisfaction of (x) all of the
obligations the Company would have to such persons as if such persons were
terminated contemporaneously with or following the change in control resulting
from the Merger and (y) all other obligations to such employees in accordance
with the Company's existing severance policy as of the date of this Agreement or
under applicable laws (all such payments, collectively, the "Required Severance
Payments").

                  (e) NO RELATED PARTY TRANSACTIONS. Other than in the ordinary
course of business, the Company will not, and will cause the Subsidiary not to,
enter into any transaction or contract with, or (except as expressly
contemplated by this Agreement) make any other payment or commitment to, any of
its security holders, officers, management, directors or employees or their
family members, including the lending of any monies.

                  (f) INDEBTEDNESS. The Company will not, and will cause the
Subsidiary not to, create, incur, assume, guarantee, or otherwise become liable
with respect to any indebtedness other than in the ordinary course of business.

                  (g) MAINTAIN BOOKS. The Company will, and will cause the 
Subsidiary to, maintain its books, accounts and records in its usual, regular
and ordinary manner.

                                       27

<PAGE>   28

                  (h) NO AMENDMENTS. The Company will not amend its Certificate
of Incorporation or Bylaws and will cause the Subsidiary not to amend its
charter or similar governing instruments; and the Company will, and will cause
the Subsidiary to, maintain its corporate existence and powers and, except as
set forth on the Disclosure Schedule, its qualifications as a foreign
corporation in each jurisdiction where it is so qualified.

                  (i) PAY TAXES. The Company will, and will cause the 
Subsidiary to, file all Tax Returns and pay all Taxes as they become due.

                  (j) NO DISPOSITION OR ENCUMBRANCES. The Company will refrain 
from, and will cause the Subsidiary to refrain from, disposing of or encumbering
any of its properties and assets other than in the ordinary course of business.

                  (k) INSURANCE. The Company will, and will cause the Subsidiary
to, maintain insurance upon its properties and insurance in respect of the kinds
of risks currently insured against, in accordance with its current practice.

                  (l) NO MERGERS. Subject to the provisions of Section 4.6(b),
the Company will not merge or consolidate with any other corporation, or acquire
any stock, or, except in the ordinary course of business, any business, property
or assets of any other person, firm, association, corporation or other business
organization.

                  (m) NO SECURITIES ISSUANCE. The Company will not, and will
cause the Subsidiary not to, issue any shares of capital stock except pursuant
to Company Options and Warrants outstanding as of the date hereof, or enter into
any commitment or agreement, or grant any option, warrant or right, calling for
the issuance of any shares of stock, and will not create or issue any securities
convertible into any such shares or convertible into securities in turn so
convertible, or enter into any commitment or agreement, or grant any option,
warrant or right, calling for the issuance of any such convertible securities or
split, combine or reclassify any of its capital stock or issue or authorize or
propose the issuance of any other securities in respect of, in lieu of or in
substitution for shares of its capital stock.

                  (n) DIVIDENDS; REPURCHASES. The Company will not declare any 
dividends on or in respect of shares of capital stock; nor will it redeem,
repurchase or otherwise acquire any shares of stock.

                  (o) CONTRACTS. Except in the ordinary course of business or as
set forth on the Disclosure Schedule, the Company will not, and will cause the
Subsidiary not to, enter into, assume or cancel any material contract,
agreement, obligation, lease, license or commitment, and it will not do any act
or omit to do any act which would cause a material breach of or default under
any material contract, commitment or obligation of the Company.

                  (p) ADVICE OF CHANGE. The Company will promptly advise
KLA-Tencor in writing of the occurrence of any Material Adverse Effect, other
than continuing operating losses or the termination of revenue.

                                       28

<PAGE>   29

                  (q) DUE COMPLIANCE. The Company will, and will cause the 
Subsidiary to, duly comply in all material respects with all laws, rules and
regulations applicable to it and to the conduct of its business.

                  (r) NO WAIVERS OF RIGHTS. The Company will not, and will 
cause the Subsidiary not to, amend, terminate or waive any material right.

                  (s) CAPITAL COMMITMENTS. The Company will not, and will 
cause the Subsidiary not to make or commit to make any capital expenditure,
capital addition or capital improvement of more than $10,000 individually, or in
the aggregate.

                  (t) NO BREACHES. The Company will not, and will cause the
Subsidiary not to, take any action that would constitute or result in a breach
of any representation or warranty herein, either as of the date made or on the
Effective Date.

                  (u) CONFIDENTIAL INFORMATION. The Company shall not, and shall
cause the Subsidiary not to, except as required by law or by agreements existing
on the date hereof, disclose to any third person, and shall preserve and
maintain and prevent the disclosure or publication of, any proprietary
information or trade secrets belonging to the Company or the Subsidiary, except
in the ordinary course of business.

                  (v) OBJECTIONS TO THE MERGER. The Company will promptly advise
KLA-Tencor of any written objection to the Merger from any of its security 
holders.

                  (w) MATERIAL TAX ELECTION. The Company will not, and will 
cause the Subsidiary not to, make any material Tax election or settle or
compromise any material federal, state, local or foreign Tax liability or agree
to an extension of a statute of limitations except to the extent the amount of
any such settlement has been reserved for on the Balance Sheet.

                  (x) DISCHARGE OF LIABILITIES. The Company will not, and will 
cause the Subsidiary not to, pay, discharge or satisfy any claims, liabilities
or obligations (absolute, accrued, asserted or unasserted, contingent or
otherwise), other than the payment, discharge or satisfaction in the ordinary
course of business of liabilities reflected or reserved against on the Balance
Sheet and liabilities arising after the date of the Balance Sheet in the
ordinary course of business.

                  (y) REVALUATION OF ASSETS. The Company will not undertake any 
revaluation of any of its assets, including, without limitation, writing down
the value of inventory or writing off notes or accounts receivable other than in
the ordinary course of business or in accordance with GAAP consistently applied.

                  (z) ACCOUNTING CHANGES. The Company will not take any action 
to change accounting policies or procedures (including, without limitation,
procedures with respect to revenue recognition, payments of accounts payable and
collection of accounts receivable), 

                                       29

<PAGE>   30

except as required by concurrent changes in GAAP or federal securities law
applicable to companies generally.

                  (aa) INTELLECTUAL PROPERTY. The Company will not, and will 
cause the Subsidiary not to, license any of its Intangibles to any third party, 
other than in the ordinary course of business.

                  (bb) EXPENSE ACCOUNT. The Company will not, and will cause the
Subsidiary not to, reimburse or otherwise pay its directors, officers or
employees for any expenses or other costs incurred by such individuals and
entities in the course of providing service to the Company (i) in excess of
$10,000 individually or $20,000 in the aggregate from the date hereof through
October 31, 2001, and (ii) in excess of $10,000 individually or $10,000 in the
aggregate in each calendar month beginning October 31, 2001 through the Closing
if the Closing does not occur by October 31, 2001 due to SEC review of the Proxy
Statement, except reasonable and customary expenses (A) for travel as may be
contemplated by Section 4.8 of this Agreement, (B) directly related to
attendance at Company Board of Director meetings called for purposes directly
related to the transactions contemplated by this Agreement, (C) incurred by
Company employees providing field service (which costs will be billed to clients
in receipt of any such service), (D) incurred by the Company in the course of
providing service in accordance with the terms of its warranty obligations to
the customers listed on Section 3.2(w) of the Disclosure Schedule , and (E) in
connection with Diskcon and BACUS of up to $5,000 per show.

         Except as specifically provided in this Section 4.1, nothing contained
in this Agreement shall give KLA-Tencor, directly or indirectly, the right to
control or direct the Company's operations prior to the Effective Date. Prior to
the Effective Date, the Company shall exercise, consistent with the terms and
conditions of this Agreement, complete control and supervision over its
operations.

         Section 4.2. SATISFACTION OF CONDITIONS PRECEDENT. The parties hereby
agree, subject to the terms and conditions provided in this Agreement, to use
their reasonable efforts to take, or cause to be taken, all action, and to do,
or cause to be done, all things necessary, appropriate or desirable under
applicable laws and regulations to consummate the transactions contemplated by
this Agreement, including the satisfaction of the conditions precedent contained
in Article 5 hereof. Each party will use their respective reasonable efforts to
obtain consents of all third-parties and governmental authorities necessary,
appropriate or desirable for the consummation of the transactions contemplated
by this Agreement, including without limitation the filing of the Certificate of
Merger with the Secretary of State of the State of Delaware in accordance with
the DGCL.

         Section 4.3. ACCESS TO RECORDS AND PROPERTIES. KLA-Tencor may, prior to
the Closing, through its employees, agents and representatives, make or cause to
be made such investigation as it deems necessary or advisable of the assets and
business of the Company, but such investigation shall not affect the
representations and warranties under Section 3.2 hereof. The Company agrees to
permit KLA-Tencor and its employees, agents and representatives to have full
access on reasonable notice and during regular business hours to its properties,
books, records, contracts and other documents, to furnish to KLA-Tencor such
financial and operating 

                                       30

<PAGE>   31

data and other information with respect to its business and properties as
KLA-Tencor shall from time to time reasonably request, and to authorize the
Company's employees, agents and representatives to discuss the Company's affairs
with employees, agents and representatives of KLA-Tencor. Without limiting the
generality of the foregoing, the Company agrees to use its best efforts to cause
Arthur Andersen LLP and Cayer Prescott Clune & Chatellier, LLP, to permit
KLA-Tencor and its employees, agents and representatives to have full access on
reasonable notice and during regular business hours to their work papers with
respect to audits of the Company's financial statements.

         Section 4.4. SEC FILING; DISTRIBUTION OF PROXY STATEMENT; WARRANT 
NOTICE; OPTION NOTICE; STOCKHOLDER APPROVAL; AMENDMENTS.

                  (a) SEC FILING. As promptly as practicable after the execution
of this Agreement, the Company will prepare and file with the SEC a proxy
statement relating to the terms of the Merger and this Agreement, the Company
and its business operations, and the material facts concerning all payments
which are "Parachute Payments" as defined in Section 280G(b)(2) of the Code
which require stockholder approval, in form and substance reasonably
satisfactory to KLA-Tencor and its counsel, to satisfy all requirements of
applicable state and federal securities laws, the rules of the American Stock
Exchange and the DGCL (the "Proxy Statement"). The Company will respond to any
comments of the SEC and will cause the Proxy Statement to be mailed to its
Stockholders at the earliest practicable time. The Company will notify
KLA-Tencor promptly upon the receipt of any comments from the SEC or its staff
in connection with the Proxy Statement and of any request by the SEC or its
staff for amendments or supplements to the Proxy Statement or for additional
information and will supply KLA-Tencor with copies of all correspondence between
the Company or any of its representatives, on the one hand, and the SEC, or its
staff on the other hand, with respect to the Proxy Statement.

                  (b) DISTRIBUTION. The Company shall take all action reasonably
necessary in accordance with applicable law to convene a meeting of the
Stockholders to be held at the earliest practicable time after the date of this
Agreement for the purpose of approving and adopting this Agreement (including
the transactions contemplated hereby). Without limiting the generality of the
foregoing, as promptly as practicable after the execution of this Agreement, (i)
the Company will submit to the Stockholders the Proxy Statement; (ii) the
Company will submit to the holders of the Redeemable Warrants the notice (the
"Warrant Notice") required by Section 15 of that certain Warrant Agreement dated
October 23, 1996 between the Company and American Securities Transfer & Trust,
Inc. (the "Warrant Agreement"); (iii) the Company will submit to the holders of
the Representative's Warrants the notice (the "Representative's Notice")
required by Section F of that certain Warrant Agreement dated October 23, 1996
between the Company and Schneider Securities, Inc. (the "Representative's
Agreement"); and (iv) the Company will submit to the holders of all Company
Options the notice (the "Option Notice") required by Section (f) of the standard
form of option grant agreement issued pursuant to the Company's 1996 Stock
Option Plan and the Company's 1996 Formula Stock Option Plan stating that all
Company Options not exercised within 30 days of receipt of the Option Notice
will be terminated upon the Closing of the Merger on the Effective Date. Neither
the Proxy Statement, when mailed or at the time of the meeting of Stockholders
to approve the Merger, nor the Warrant Notice, when mailed to the holders of the
Redeemable Warrants, nor the 

                                       31

<PAGE>   32

Representative's Notice, when mailed to the holders of the Representative's
Warrant, nor the Option Notice, when mailed to the holders of the Company
Options, shall contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, at the time in light of the circumstances under which they
were made, not misleading; provided, however, that the Company shall not be
deemed to be deemed to have breached this Section 4.4(b) to with respect to any
information provided, or required to be provided, by or on behalf of KLA-Tencor.
The Company shall submit the Proxy Statement to the Stockholders, and its Board
of Directors shall recommend to the Stockholders the adoption of this Agreement
and the approval of the Merger and such other matters referred to above;
provided, however, that the Company's Board of Directors may, at any time prior
to the Effective Time, withdraw, modify or change such recommendation in
accordance with the provisions of Section 4.6(b). The Company's obligation to
call, give notice of, convene and hold a meeting of the Stockholders in
accordance with this Section 4.4 shall not be limited or otherwise affected by
the commencement, disclosures, announcement or submission by the Company of any
Acquisition Proposal (as defined in Section 4.6(a) below), or by any withdrawal,
amendment or modification of the recommendation by the Company's Board of
Directors with pursuant to Section 4.6(b).

                  (c) STOCKHOLDER APPROVAL. The Company shall, at such meeting
of the Stockholders, present this Agreement and the other matters for adoption
by its Stockholders. Subject to the provisions of Section 4.6(b), the Company
shall use all reasonable efforts (including without limitation, if requested by
KLA-Tencor, promptly engaging a professional proxy solicitor reasonably
acceptable to KLA-Tencor) to obtain all votes and approvals of the Stockholders
necessary for the approval and adoption of this Agreement and the Merger under
the DGCL, the applicable rules of the American Stock Exchange and the Company's
Certificate of Incorporation and Bylaws.

                  (d) AMENDMENTS AND SUPPLEMENTS. If, at any time prior to the
Effective Date, any event or circumstance relating to the Merger, the Company,
or the Company's officers or directors should be discovered by the Company which
should be set forth in an amendment or a supplement to the Proxy Statement, the
Company shall promptly inform KLA-Tencor, and the Company shall, in consultation
with its independent legal counsel, promptly amend or supplement the Proxy
Statement. The Company shall deliver a copy of the amendment or supplement, as
the case may be, to KLA-Tencor prior to its filing with the SEC. The form and
substance of any such amendment or supplement shall be subject to the prior
approval of KLA-Tencor, which approval shall not be unreasonably withheld or
delayed.

         Section 4.5.      CERTAIN EMPLOYEE MATTERS.

                  (a) TERMINATION OF EMPLOYEES AND CONSULTANTS. As of the
Closing, Company shall have taken all steps necessary to terminate effective
upon the Closing all employees and consultants of Company or of the Subsidiary
(to the extent not earlier terminated) in accordance with all applicable laws.

                  (b) NOTICES TO EMPLOYEES. The Company shall be responsible and
assume all liability for all notices, benefits or payments due to any employees
or consultants, and all notices, 

                                       32

<PAGE>   33

payments, fines or assessments due to any government authority pursuant to any
applicable foreign, federal, state or local law, common law, statute, rule or
regulations with respect to the employment, discharge or layoff of employees or
consultants by the Company or by the Subsidiary, including but not limited to
the Worker Adjustment and Retraining Notification Act, the Code, COBRA and any
rules and regulations thereunder; provided, however, that KLA-Tencor shall
provide or cause its insurance carrier to provide COBRA continuation coverage to
all Company employees and their eligible dependents and any other individual who
becomes an M&A qualified beneficiary (as defined by Treasury Regulation Section
54.4980B-9, Q&A-4) as a result of the transactions contemplated by this
Agreement). The Company shall provide prior to the Closing all information
necessary or appropriate for KLA-Tencor to offer continuation coverage to such
employees.

                  (c) TERMINATION OF 401(k) AND SEVERANCE PLANS. Effective as of
the day immediately preceding the Effective Date, the Company and its
Affiliates, as applicable, shall each terminate any and all Company Employee
Plans, including without limitation, any and all plans intended to include a
Code Section 401(k) arrangement (unless KLA-Tencor has previously provided
written notice to the Company that such 401(k) plans shall not be terminated).
Unless KLA-Tencor provides such written notice to the Company, no later than
three business days prior to the Effective Date, the Company shall provide
KLA-Tencor with evidence that such Company Employee Plans will be terminated
(effective as of the day immediately preceding the Effective Date) pursuant to
resolutions of the Company's Board of Directors. The form and substance of such
resolutions shall be subject to review and approval of KLA-Tencor. The Company
also shall take such other actions in furtherance of terminating each such
Company Employee Plan as KLA-Tencor may reasonably require.

                  (d) PAYMENT OF SEVERANCE PAYMENTS. Immediately prior to the
Closing, the Company shall pay all of the Required Severance Payments (set forth
on Schedule 4.1(d) hereto); provided, however, that to the extent the Company
will have a negative Net Cash Position after the payment of such Required
Severance Payments, then the Company may defer the payment of an amount equal to
the Permissible Shortfall (as defined in Section 5.1(r)) until after Closing and
promptly, but in any event within seven calendar days after the Closing
KLA-Tencor shall pay, or cause the Surviving Corporation to pay, any amount
still owed under such Required Severance Payments to each respective recipient
who has submitted to the Company a full settlement and release of any and all
claims against the Company and KLA-Tencor (but in no event shall the aggregate
amount paid by KLA-Tencor, or the Surviving Corporation, as the case may be,
exceed the Permissible Shortfall amount). Each scheduled recipient of a Required
Severance Payment who shall not provide a full settlement and release of any and
all claims against the Company and KLA-Tencor shall receive payments according
to the timing schedule which would otherwise apply under the terms of the
applicable original agreement providing for such severance.

         Section 4.6       NO SOLICITATIONS.

                  (a) NO SOLICITATION OF TRANSACTIONS. Subject to Section
4.6(b), the Company agrees that: neither it nor any of its directors, officers
or other representatives shall, directly or indirectly: (i) initiate, solicit,
encourage or otherwise facilitate (including, except as otherwise 

                                       33

<PAGE>   34

provided in Section 4.6(b), by way of furnishing information) any inquiries or
the making of any proposal or offer with respect to a merger, reorganization,
share exchange, consolidation, business combination, recapitalization,
liquidation, dissolution or similar transaction involving, or any purchase or
sale of all or any significant portion of the assets or any equity securities
of, the Company (any such proposal or offer other than the Merger contemplated
by this Agreement being hereinafter referred to as an "Acquisition Proposal");
(ii) have any discussion with or provide any confidential information or data to
any person or entity relating to an Acquisition Proposal or engage in any
negotiations concerning an Acquisition Proposal, or otherwise facilitate any
effort or attempt to make or implement an Acquisition Proposal or accept an
Acquisition Proposal; (iii) endorse or recommend any Acquisition Proposal; or
(iv) enter into any letter of intent or similar document or any contract,
agreement or commitment contemplating or otherwise relating to any Acquisition
Proposal; provided, however, that after receipt of an unsolicited, written, bona
fide Acquisition Proposal that the Board of Directors of the Company reasonably
concludes may constitute a Superior Proposal (as defined below), the Company may
submit to the party making such Acquisition Proposal a written list of
questions, the sole purpose of which is to elicit clarifications as to the
material terms of the Acquisition Proposal so as to enable the Board of
Directors of the Company to make a determination whether such Acquisition
Proposal is in fact a Superior Proposal (it being agreed that any correspondence
with such party shall be limited to questions and such questions shall be
limited to the purpose of clarifying the material terms of such Acquisition
Proposal and shall not solicit or encourage any new Acquisition Proposal or any
change to the Acquisition Proposal, and it being further agreed that the Company
shall provide KLA-Tencor with a copy of any correspondence delivered pursuant to
this Section 4.6(a) simultaneously with the delivery of such correspondence to
any third party). The Company further agrees that it will immediately cease and
cause to be terminated (as of the date of this Agreement) any existing
activities, discussions or negotiations with any parties conducted heretofore
with respect to any Acquisition Proposal. Without limiting the foregoing, it is
understood that any violation of the restrictions set forth in the preceding two
sentences by (x) any investment banker, attorney or other advisor or
representative of the Company in accordance with the instructions of the Company
or with the knowledge of the Company, or (y) any officer or director of the
Company in accordance with the instructions of the Company or with the knowledge
of the Company shall be deemed to be a breach of this Section 4.6(a) by the
Company. 

         In addition to the obligations of the Company set forth above in this
Section 4.6(a), the Company as promptly as practicable shall advise KLA-Tencor
orally and in writing of any inquiry, Acquisition Proposal or request for
non-public information which the Company reasonably believes would lead to an
Acquisition Proposal, the material terms and conditions of such inquiry,
Acquisition Proposal or request, and the identity of the person or group making
any such inquiry, Acquisition Proposal or request. The Company will keep
KLA-Tencor informed as promptly as practicable in all material respects of the
status and details (including material amendments or proposed material
amendments) of any such inquiry, Acquisition Proposal or request.

                  (b) EXCEPTIONS. Nothing contained in Section 4.6(a) shall
prevent the Company or the Company's Board of Directors from (i) complying with
the requirements of Rule 14e-2(a) under the Exchange Act with respect to an
Acquisition Proposal (to the extent applicable) and any other applicable
statutory requirement; (ii) engaging in any discussions or 

                                       34

<PAGE>   35

negotiations with, or providing any information to, any person or entity in
response to an unsolicited bona fide written Acquisition Proposal by any such
person or entity; or (iii) recommending such an unsolicited bona fide written
Acquisition Proposal to the Company's Stockholders if and only to the extent
that (A) such Board of Directors concludes in good faith (after consultation
with its independent legal counsel and financial advisers) that such Acquisition
Proposal is reasonably capable of being completed, taking into account all
legal, financial, regulatory and other relevant aspects of the Acquisition
Proposal and the person or entity making the Acquisition Proposal, and would, if
consummated, result in a transaction more favorable to the Company's
Stockholders than the transaction contemplated by this Agreement (any such more
favorable Acquisition Proposal being referred to in this Agreement as a
"Superior Proposal") (provided, however, that no such Acquisition Proposal shall
be deemed to be a Superior Proposal if any financing required to consummate the
transaction contemplated by such Acquisition Proposal is not committed), (B)
such Board of Directors determines in good faith after consultation with its
independent legal counsel that such action is consistent with the satisfaction
of its fiduciary duties under applicable law, (C) prior to providing any
information or data to any person or entity in connection with a Superior
Proposal, such Board of Directors receives from such person or entity an
executed confidentiality agreement, (D) prior to providing any information or
data to any person or entity or entering into discussions or negotiations with
any person or entity, such Board of Directors notifies KLA-Tencor promptly of
such inquiries, proposals or offers received by, any such information requested
from, or any such discussions or negotiations sought to be initiated or
continued with, the Company or any of its directors, officers or other
representatives indicating, in connection with such notice, the name of such
person or entity and the material terms and conditions of any proposals or
offers (the "Notice of Superior Proposal") and (E) KLA-Tencor shall not have,
within five business days of KLA-Tencor's receipt of the Notice of Superior
Proposal, made an offer that the Company's Board of Directors by a majority vote
determines in its good faith judgment (after consultation with a financial
adviser) to be at least as favorable to the Company's Stockholders as such
Superior Proposal (it being agreed that the Company Board shall convene a
meeting to consider any such offer by KLA-Tencor promptly following the receipt
thereof).

         Section 4.7.      INDEMNIFICATION.

                  (a) Subject to the occurrence of the Closing, KLA-Tencor
agrees that all rights to indemnification or exculpation now existing in favor
of each present and former director and officer of the Company (the "Indemnified
Parties") as provided in the Company's Certificate of Incorporation or By-Laws
as in effect as of the date hereof shall survive and remain in full force and
effect for a period of three years after the Closing.

                  (b) KLA-Tencor understands and agrees that, prior to the
Effective Time, the Company intends to obtain a "tail" insurance policy that
provides coverage substantially similar to the coverage provided under the
Company's directors and officers insurance policy in effect on the date of this
Agreement for the individuals who are directors and officers of the Company on
the date of this Agreement for events occurring prior to the Effective Time;
provided, however, that KLA-Tencor shall be provided with at least five business
days to review the terms (including without limitation, applicable policy
thresholds and deductibles) of any such insurance policy prior to the time the
Company incurs any obligation with respect thereto; and 

                                       35

<PAGE>   36

provided, further, that the Company shall not pay more than $60,000 to purchase
such policy without KLA-Tencor's prior written consent.

         Section 4.8. KOBE STEEL. As soon as practicable after the execution of
this Agreement, the Company shall request a meeting with representatives of Kobe
Steel USA Holdings, Inc. ("Kobe Steel") (which meeting shall be coordinated with
and include Jeffrey L. Hall of KLA-Tencor, or another representative appointed
by KLA-Tencor) to discuss the transactions contemplated by this Agreement. The
Company shall use reasonable efforts to persuade Kobe Steel to become a party
to, and to be bound by, a voting agreement with respect to the shares held by
Kobe Steel.

         Section 4.9. PATENT LIEN. As soon as practicable after the execution of
this Agreement, the Company shall use its best efforts to cause State Street
Bank and Trust Company to release the security interest held by it, and any
other claims made by it, with respect to the Company's United States patent
number 5602401.


                                    ARTICLE 5

                          CONDITIONS TO OBLIGATIONS OF
                     KLA-TENCOR, MERGER SUB AND THE COMPANY

         Section 5.1. CONDITIONS TO OBLIGATIONS OF KLA-TENCOR AND MERGER SUB.
The obligations of KLA-Tencor and Merger Sub to consummate the transactions
contemplated hereby are subject to the satisfaction, on or before the Closing,
of the following conditions (unless waived in writing by KLA-Tencor and Merger
Sub in the manner provided in Section 6.2 hereof):

                  (a) REPRESENTATIONS, WARRANTIES AND PERFORMANCE OF THE
COMPANY. The representations and warranties of the Company set forth in Section
3.2 hereof that are qualified as to materiality shall be accurate on and as of
the date hereof, and on and as of the Effective Date as though made on and as of
the Effective Date except for those that speak as of a particular date which
shall be accurate as of such date, except as set forth on the Disclosure
Schedule, and the representations and warranties of the Company set forth in
Section 3.2 hereof that are not so qualified shall be accurate in all material
respects on and as of the Effective Date as though made on and as of the
Effective Date except for those that speak as of a particular date which shall
be accurate in all material respects as of such date, except as set forth on the
Disclosure Schedule; and the Company shall have performed in all material
respects all obligations and complied with in all material respects all
covenants required to be performed or to be complied with by it under this
Agreement prior to the Closing. Since the date of this Agreement, there shall
not have occurred any Material Adverse Effect, other than continuing operating
losses and losses attributable to the abandonment of leasehold improvements that
will result when the Company vacates its premises in connection with the
termination of the lease for its current space at 46 Jonspin Road, Wilmington,
Massachusetts 01887.

                  (b) AUTHORIZATION. All action necessary to authorize the
execution, delivery and performance hereof by the Company and the consummation
of the transactions contemplated 

                                       36

<PAGE>   37

hereby, including the approval by the Stockholders of the execution, delivery
and performance of this Agreement in accordance with the DGCL, shall have been
duly and validly taken by the Company. The Company shall have furnished
KLA-Tencor with a copy of all resolutions adopted by the Board of Directors and
Stockholders of the Company in connection with such action, certified by the
Secretary or Assistant Secretary of the Company, together with copies of such
other instruments and documents as KLA-Tencor shall have reasonably requested.

                  (c) GOVERNMENTAL CONSENTS. Any governmental authority having
jurisdiction over the Company, KLA-Tencor or Merger Sub, to the extent that its
consent or approval is required by applicable law or regulation for the
performance of this Agreement or the consummation of the transactions
contemplated hereby, shall have granted any necessary consent or approval.

                  (d) CONTRACTUAL CONSENTS. The parties to each of the
contracts, licenses, leases and other agreements, if any, identified on SCHEDULE
5.1(D) hereto shall have consented to the consummation of the transactions
contemplated hereby or the assignment of such contract, license, lease or other
agreement, as the case may be.

                  (e) GOOD STANDING CERTIFICATES. The Company shall have
delivered to KLA-Tencor a long-form corporate good standing certificate from the
State of Delaware and good standing certificates from each jurisdiction in which
the Company is qualified to transact business.

                  (f) PRESIDENT'S CERTIFICATE. The Company shall have delivered 
to KLA-Tencor a certificate executed by the President of the Company, dated the
Effective Date, certifying to the fulfillment of the conditions specified in
Section 5.1(a).

                  (g) DISSENTERS' RIGHTS. The holders of less than 9% of the 
Company Shares shall have demanded and perfected their right to an appraisal of
their Company Shares in accordance with the DGCL.

                  (h) LEGAL OPINION OF COUNSEL FOR THE COMPANY. KLA-Tencor 
shall have received an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., counsel for the Company, dated the Effective Date and in the form attached
hereto as EXHIBIT G.

                  (i) NO LITIGATION OR PROCEEDINGS. No legal action or other
proceedings shall be pending or threatened which may materially and adversely
affect the ability of the parties to consummate of the transactions contemplated
by this Agreement, or which may reasonably be expected to result in a Material
Adverse Effect.

                  (j) AGREEMENTS IN FULL FORCE AND EFFECT. KLA-Tencor shall 
have delivered its signature to the Consulting Agreement and the Consulting
Agreement and the Voting Agreement shall be in full force and effect.

                  (k) TERMINATION OF STOCK OPTIONS; WARRANT NOTICE. All Company
Options shall have been exercised or shall have expired or have been legally
terminated without liability 

                                       37

<PAGE>   38

to the Company. The Company shall have submitted the Warrant Notice to the
holders of the Redeemable Warrants pursuant to Section 15 of the Warrant
Agreement, and the Representative's Notice to the holders of the
Representative's Warrants pursuant to Section F of the Representative's
Agreement, as required by Section 4.4 of this Agreement.

                  (l) RESIGNATIONS; EXECUTIVE EMPLOYMENT AGREEMENTS. (i) The 
Company shall have delivered to KLA-Tencor the written resignations of Chase,
Jay L. Ormsby, Abdu Boudour, N. Guy Johnson, Marcia L. Olson, Freeman and
Marguerite J. Hill from all positions with the Company and the Subsidiary, such
resignations to be effective as of the Effective Date; (ii) the executive
employment agreements between the Company and each of such individuals shall
have been legally terminated without further liability to the Company and
KLA-Tencor; (iii) all other severance agreements, retention agreements and
similar agreements to which the Company is a party or by which it is bound shall
have been legally terminated without further liability to the Company or
KLA-Tencor (except that, promptly following the Closing KLA-Tencor shall pay, or
shall cause the Surviving Corporation to pay, an amount equal to the Permissible
Shortfall in satisfaction of the remaining portion of the Company's Required
Severance Payments); and (iv) the Company shall have delivered to KLA-Tencor an
executed settlement and release from each scheduled recipient of the Required
Severance Payments in form and substance reasonably acceptable to KLA-Tencor.

                  (m) TERMINATION OF CONSULTING AGREEMENT. That certain 
Consulting Agreement dated May 7, 2001 between the Company and David B. Lloyd
shall have been legally terminated without liability to the Company.

                  (n) DOCUMENTS SATISFACTORY. The form and substance of all 
legal matters contemplated herein and of all papers used or delivered hereunder
shall be reasonably acceptable to KLA-Tencor, and KLA-Tencor shall have received
all documents that it may have reasonably requested in connection with the
transactions contemplated hereby, in form and substance reasonably satisfactory
to it.

                  (o) STOCKHOLDER APPROVAL. The adoption by the Stockholders of 
this Agreement and the approval of the Merger in accordance with the DGCL shall 
have been duly and validly obtained.

                  (p) COMPANY EMPLOYEE PLANS TERMINATED. All Company Employee
Plans shall have been terminated and KLA-Tencor shall have received evidence to
its reasonable satisfaction that such terminations were completed in accordance
with all applicable laws.

                  (q) OUTSTANDING CAPITAL STOCK. There shall be no more than
3,010,000 Company Shares issued and outstanding immediately prior to the
Effective Time (the "Closing Shares"), and KLA-Tencor shall have received a
written certification of such fact, dated as of the Closing Date, from the
Company's transfer agent with respect to the Closing Shares; notwithstanding the
foregoing, the Closing Shares may be increased by the Additional Shares.

                  (r) NET CASH POSITION. As of the Effective Time, the Company's
Net Cash Position shall not be less than ($365,000) (the "Permissible
Shortfall"); provided, however, that 

                                       38

<PAGE>   39

in the event any portion of the amount listed from the company set forth on
SCHEDULE 5.1(r) is not collected or becomes uncollectable, then the Permissible
Shortfall amount may be increased by the uncollected or uncollectable amount,
but in no event shall the Permissible Shortfall amount exceed $515,000. "Net
Cash Position" shall mean the difference between the Company's cash minus the
Company's liabilities (net of legal reserves of $125,250 and warranty reserves
of $50,000, provided, that no adjustment to such reserve accounts shall have
been made (or shall have reason to be made) prior to the Effective Time and no
payments against such reserves shall have been made (or shall have reason to be
made) prior to the Effective Time) as of the Effective Time. For purposes of
determining the Company's compliance with this Section 5.1(r) only as of the
Effective Time, the calculation of Net Cash Position immediately prior to the
Effective Time may be adjusted to the extent legal, SEC and printing fees
incurred by the Company for services directly associated with the transactions
contemplated by this Agreement, in the aggregate, exceed $120,000. In addition,
the Permissible Shortfall shall be increased by $7,000 for each calendar day
subsequent to October 31, 2001 and prior to the Effective Time.

         Section 5.2. CONDITIONS TO OBLIGATIONS OF THE COMPANY. The obligations
of the Company to consummate the transactions contemplated hereby are subject to
the satisfaction, on or before the Closing, of the following conditions (unless
waived by the Company in writing in the manner provided in Section 6.2 hereof):

                  (a) REPRESENTATIONS, WARRANTIES AND PERFORMANCE OF KLA-TENCOR
AND MERGER SUB. The representations and warranties of KLA-Tencor and Merger Sub
set forth in Section 3.3 hereof that are qualified as to materiality shall be
accurate on and as of the date hereof, and on and as of the Effective Date as
though made on and as of the Effective Date except for those that speak as of a
particular date which shall be accurate as of such date, and the representations
and warranties of KLA-Tencor and Merger Sub set forth in Section 3.3 hereof that
are not so qualified shall be accurate in all material respects on and as of the
Effective Date as though made on and as of the Effective Date except for those
that speak as of a particular date which shall be accurate in all material
respects as of such date; and KLA-Tencor and Merger Sub shall have performed in
all material respects all obligations and complied with in all material respects
all covenants required to be performed or to be complied with by them under this
Agreement prior to the Closing.

                  (b) AUTHORIZATION. All action necessary to authorize the
execution, delivery and performance hereof by KLA-Tencor and Merger Sub and the
consummation of the transactions contemplated hereby shall have been duly and
validly taken by the Board of Directors and the stockholders of Merger Sub.
KLA-Tencor and Merger Sub shall have furnished the Company with a copy of all
resolutions adopted by the Board of Directors and the stockholders of Merger Sub
in connection with such actions, certified by the Secretary or an Assistant
Secretary of Merger Sub, together with copies of such other instruments and
documents as the Company shall have reasonably requested.

                  (c) GOVERNMENTAL CONSENTS. Any governmental authority having
jurisdiction over the Company, KLA-Tencor or Merger Sub, to the extent that its
consent or approval is required by applicable law or regulation for the
performance of this Agreement or the 

                                       39

<PAGE>   40

consummation of the transactions contemplated hereby, shall have granted any
necessary consent or approval.

                  (d) STOCKHOLDER APPROVAL. The adoption by the Stockholders 
of this Agreement and the approval of the Merger in accordance with the
DGCL shall have been duly and validly obtained.

                  (e) GOOD STANDING CERTIFICATES. Each of KLA-Tencor and Merger 
Sub shall deliver to the Company a long form corporate good standing
certificate from the State of Delaware.

                  (f) OFFICER'S CERTIFICATE. Each of KLA-Tencor and Merger Sub
shall have delivered to the Company a certificate executed by an officer of
KLA-Tencor and Merger Sub, respectively, dated the Effective Date, certifying to
the fulfillment of the conditions specified in Section 5.2(a).

                  (g) NO LITIGATION OR PROCEEDINGS. No legal action or other 
proceedings shall be pending or threatened which may materially and adversely
affect the ability of the parties to consummate the transactions contemplated by
this Agreement.

                  (h) LEGAL OPINION OF COUNSEL FOR KLA-TENCOR. The Company shall
have received an opinion of Morse, Barnes-Brown & Pendleton, P.C., counsel for
KLA-Tencor and Merger Sub, dated the Effective Date and in the form attached
hereto as EXHIBIT H.

                  (i) AGREEMENT IN FULL FORCE AND EFFECT. Chase shall have 
delivered his signature to the Consulting Agreement and the Consulting Agreement
shall be in full force and effect.

                  (j) DOCUMENTS SATISFACTORY. The form and substance of all
legal matters contemplated herein and of all papers used or delivered hereunder
shall be reasonably acceptable to counsel for the Company and the Company shall
have received all documents that such counsel may have reasonably requested in
connection with the transactions contemplated hereby, in form and substance
reasonably satisfactory to such counsel.


                                    ARTICLE 6

                 MODIFICATION, TERMINATION AND WAIVER; EXPENSES

         Section 6.1. MODIFICATION, AMENDMENTS AND WAIVERS. The parties may
mutually amend any provision of this Agreement at any time prior to the
Effective Date; provided, however, that any amendment effected subsequent to
Stockholder approval shall be subject to the restrictions contained in the DGCL.
No amendment of any provision of this Agreement shall be valid unless the same
shall be in writing and signed by all of the parties.

                                       40

<PAGE>   41

         Section 6.2. WAIVERS. The Company, on the one hand, and KLA-Tencor and
Merger Sub, on the other hand, may, by a written signed instrument, extend the
time for or waive the performance of any of the obligations of the other party
hereto or waive compliance by such other party with any of the covenants or
conditions contained herein.

         Section 6.3. TERMINATION. At any time prior to the Closing, this
Agreement may be terminated and the Merger and the other transactions
contemplated by this Agreement may be abandoned, notwithstanding any requisite
approval and adoption of this Agreement and the transactions contemplated by
this Agreement, as follows:

                  (a) by mutual written consent of KLA-Tencor and the Company; 
or

                  (b) by KLA-Tencor, upon a breach of any representation,
warranty, covenant or agreement on the part of the Company set forth in this
Agreement, or if any representation or warranty of the Company shall have become
untrue, in either case such that the conditions set forth in Section 5.1(a)
would not be satisfied, or if the Company has more than 3,010,000 shares of
Common Stock outstanding immediately prior to the Closing (not including any
Additional Shares) (as the case may be, a "Terminating Company Breach");
provided, however, that, if such Terminating Company Breach is curable by the
Company and for so long as the Company continues to exercise all reasonable
efforts to cure such Terminating Company Breach, KLA-Tencor and Merger Sub may
not terminate this Agreement under this Section 6.3(b); or

                  (c) by the Company, upon a breach of any representation,
warranty, covenant or agreement on the part of KLA-Tencor or Merger Sub set
forth in this Agreement, or if any representation or warranty of KLA-Tencor or
Merger Sub shall have become untrue, in either case such that the conditions set
forth in Section 5.2(a) would not be satisfied (a "Terminating KLA-Tencor
Breach"); provided, however, that, if such Terminating KLA-Tencor Breach is
curable by KLA-Tencor and for so long as KLA-Tencor continues to exercise all
reasonable efforts to cure such Terminating KLA-Tencor Breach, the Company may
not terminate this Agreement under this Section 6.3(c); or

                  (d) by KLA-Tencor or the Company, and without further
liability to either KLA-Tencor or the Company if (i) any court of competent
jurisdiction or other governmental entity shall have issued any order or taken
any other action permanently restraining, enjoining or otherwise prohibiting the
transactions contemplated by this Agreement, and such order or other action
shall have become final and nonappealable; or (ii) there shall be any action
taken, or any statute, rule, regulation or order enacted, promulgated, issued or
deemed applicable to this Agreement, by a governmental entity that would make
consummation of this Agreement illegal; or

                  (e) by KLA-Tencor or the Company if (i) the Board of Directors
of the Company withdraws, modifies or changes its recommendation of this
Agreement or the transactions contemplated hereby in a manner adverse to
KLA-Tencor or shall have resolved to do so, or (ii) the Board of Directors of
the Company shall, at a time when there is an Acquisition Proposal, fail to
reaffirm such approval or recommendation upon the reasonable request of
KLA-Tencor, or (iii) the Board of Directors of the Company shall have
recommended to the 

                                       41

<PAGE>   42

Stockholders an Acquisition Proposal or shall have resolved to do so or (iv) a
tender offer or exchange offer for 10% or more of the outstanding shares of
capital stock of the Company is commenced, and the Board of Directors of the
Company fails, within ten days after such commencement, to recommend against
acceptance of such tender offer or exchange offer by its Stockholders (including
by taking no position with respect to the acceptance of such tender offer or
exchange offer by the Stockholders); or

                  (f) by KLA-Tencor or the Company, if the Stockholders
disapprove any matter submitted to them pursuant to Section 4.4 of this
Agreement; provided, however, that the right to terminate this Agreement under
this Section 6.3(f) shall not be available to the Company where failure to
obtain approval shall have been caused by the Company's breach of this
Agreement; or

                  (g) by KLA-Tencor or the Company, if the Closing does not
occur by October 31, 2001 or, if the SEC reviews the Proxy Statement, the date
determined by adding to October 31, 2001 the total number of calendar days
included in the period commencing on the date that the SEC determines to review
the Company's filings through and including the date that the SEC notifies the
Company that it has completed its review (the "Termination Date"); provided,
however, that the right to terminate this Agreement under this Section 6.3(g)
shall not be available to any party whose failure to fulfill any obligation
under this Agreement has been the cause of, or resulted in, the failure of the
Closing to occur on or before the Termination Date.

         Section 6.4. EFFECT OF TERMINATION. If this Agreement shall be
terminated as provided in Section 6.3, this Agreement shall forthwith become
void and there shall be no liability under this Agreement on the part of
KLA-Tencor, Merger Sub or the Company or any of their respective officers or
directors and all rights and obligations of each party hereto shall cease,
except (i) as provided in Sections 6.5 and 7.2 and (ii) nothing herein shall
relieve any party from liability for any willful breach hereof.

         Section 6.5. EXPENSES; TERMINATION FEES.

                  (a) Except as set forth in this Section 6.5, all Expenses (as
defined below) incurred in connection with this Agreement and the transactions
contemplated by this Agreement shall be paid by the party incurring such
expenses, whether or not the Merger or any other transaction is consummated. As
used in this Agreement, "Expenses" shall include all out-of-pocket expenses
(including, without limitation, all fees and expenses of counsel, accountants,
experts and consultants to a party hereto and its affiliates) incurred by a
party or on its behalf in connection with or related to the authorization,
preparation, negotiation, execution and performance of this Agreement, the
preparation, printing, filing and mailing of the Proxy Statement, the
solicitation of Stockholder approvals and all other matters related to the
closing of the Merger and the other transactions contemplated by this Agreement.

                  (b) The Company agrees that, if KLA-Tencor shall terminate
this Agreement pursuant to Section 6.3(b), (e), (f) or (g) and, prior to any
such termination pursuant to Section 6.3(g), there shall exist a Superior
Proposal, then the Company shall pay to KLA-Tencor an amount equal to $250,000
(the "KLA-Tencor Termination Fee").

                                       42

<PAGE>   43

                  (c) KLA-Tencor agrees that, if the Company shall terminate
this Agreement pursuant to Section 6.3(c), then KLA-Tencor shall pay the Company
an amount equal to the sum of $250,000 (the "Company Termination Fee").

                  (d) Each of KLA-Tencor, Merger Sub and the Company agrees that
the payments provided for in Sections 6.5(b) and (c) shall be the sole and
exclusive remedies of the parties upon a termination of this Agreement pursuant
to Sections 6.3(b), (c), (e), (f) and (g), as the case may be, and such remedies
shall be limited to the sums stipulated in Sections 6.5(b) and (c), regardless
of the circumstances giving rise to such termination. The KLA-Tencor Termination
Fee and the Company Termination Fee are intended by the parties to be liquidated
damages to reimburse the Company or KLA-Tencor, as the case may be, for the
Expenses incurred by it and to compensate the Company or KLA-Tencor, as the case
may be, for its opportunity costs in pursuing the Merger; the parties agree that
it will be difficult or impossible to quantify such opportunity costs, and,
having considered the size of each of the KLA-Tencor Termination Fee and the
Company Termination Fee in absolute terms and in relation to the value of the
transactions contemplated by this Agreement, agree that such fees are reasonable
approximations of the Expenses and opportunity costs the parties will incur
pursuing the Merger.

                  (e) Any payment of a KLA-Tencor Termination Fee or a Company
Termination Fee required to be made pursuant to this Section 6.5 shall be made
not later than two business days after the termination of this Agreement. Any
such payment shall be made by wire transfer of immediately available funds to an
account designated by the party entitled to payment.

                  (f) In the event that either party shall fail to pay any
amount payable pursuant to this Section 6.5, when due, such party shall be
liable for all costs and expenses actually incurred or accrued by the other
party (including, without limitation, fees and expenses of counsel) in
connection with the collection under and enforcement of this Section 6.5,
together with interest on such unpaid amount, commencing on the date that such
amount became due, at a rate equal to the "prime rate" of announced by The Wall
Street Journal from time to time, plus 2.00%.


                                    ARTICLE 7

                                     GENERAL

         Section 7.1. NOTICES. All notices, requests, demands, consents and
other communications which are required or permitted hereunder shall be in
writing, and shall be deemed given when actually received or if earlier, (i)
immediately upon sending by telecopy if the telecopier produces a legible record
of such notice, (ii) one business day after deposit with a nationally recognized
overnight courier, charges prepaid, or (iii) five days after deposit in the U.S.
mail by certified mail, return receipt requested, postage prepaid, addressed as
follows:

         If to KLA-Tencor or Merger Sub:

                                       43

<PAGE>   44

                  KLA-Tencor Corporation
                  160 Rio Robles
                  San Jose, California  95134
                  Attention: Jeffrey L. Hall
                             Vice President, Mergers & Acquisitions
                             Telecopy Number:  408-875-2223


         With copies to:

                  KLA-Tencor Corporation
                  160 Rio Robles
                  San Jose, California  95134
                  Attention: Stuart J. Nichols, Esq.
                             Vice President and General Counsel
                             Telecopy Number:  408-875-2002

                  and

                  Morse, Barnes-Brown & Pendleton, P.C.
                  Reservoir Place
                  1601 Trapelo Road
                  Waltham, Massachusetts  02451
                  Attention: Carl F. Barnes, Esq.
                             Telecopy Number: 781-622-5933

         If to the Company, to:

                  QC Optics, Inc.
                  46 Jonspin Road
                  Wilmington, Massachusetts 01887
                  Attention: President
                             Telecopy Number: 978-657-4608

         With a copy to:

                  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  One Financial Center
                  Boston, Massachusetts  02111
                  Attention: Neil H. Aronson, Esq.
                             Telecopy Number:  617-542-2241


or to such other address as any party hereto may designate in writing to the
other parties, specifying a change of address for the purpose of this Agreement.

                                       44

<PAGE>   45

         Section 7.2. NON-SURVIVAL OF REPRESENTATIONS. The representations,
warranties and agreements in this Agreement shall terminate upon the Closing or
upon the termination of this Agreement pursuant to Section 6.3, as the case may
be, except that (a) those covenants and agreements that by their terms apply or
are to be performed in whole or in part after the Effective Time and this
Article 7 shall survive the Effective Time for the respective periods set forth
therein or, if no such period is specified, for six years and (b) the
representations, warranties and agreements set forth in Section 6.5 and this
Article 7 shall survive termination for the respective periods set forth therein
or, if no such period is specified, for six years.

         Section 7.3. ENTIRE AGREEMENT. This Agreement and the agreements
specifically referred to herein supersede any and all oral or written agreements
or understandings heretofore made relating to the subject matter hereof and
constitute the entire agreement of the parties relating to the subject matter
hereof, except for the Non-Disclosure Agreement dated February 21, 2001 executed
by KLA-Tencor and the Company, attached hereto as EXHIBIT I (the "Non-Disclosure
Agreement") which Non-Disclosure Agreement shall remain in full force and
effect.

         Section 7.4. NO IMPLIED RIGHTS OR REMEDIES. Except as otherwise
expressly provided herein, nothing herein expressed or implied is intended or
shall be construed to confer upon or to give any person, firm or corporation,
other than the parties hereto, any rights or remedies under or by reason of this
Agreement.

         Section 7.5. HEADINGS. The headings in this Agreement are inserted for 
convenience of reference only and shall not be a part of or control or affect
the meaning hereof.

         Section 7.6. SEVERABILITY. If any provision of this Agreement shall be
declared void or unenforceable by any judicial or administrative authority, the
validity of any other provision shall not be affected thereby. The parties
hereto further agree to replace such void or enforceable provision of this
Agreement with a valid and enforceable provision that will achieve, to the
extent possible, the mutual economic, business and other purposes of such void
or unenforceable provision.

         Section 7.7. COUNTERPARTS. This Agreement may be executed in several 
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         Section 7.8.  ARBITRATION; RELIEF.

                  (a) Except as set forth in Section 7.8(b), any controversy,
dispute or claim arising out of or in connection with this Agreement, or the
breach, termination or validity hereof, shall be settled by final and binding
arbitration to be conducted by an arbitration tribunal in City of Boston,
Massachusetts, pursuant to the rules of the American Arbitration Association.
The arbitration tribunal shall consist of three arbitrators. The party
initiating arbitration shall nominate one arbitrator in the request for
arbitration and the other party shall nominate a second in the answer thereto
within 30 days of receipt of the request. The two arbitrators so named will then
jointly appoint the third arbitrator. If the answering party fails to nominate
its arbitrator 

                                       45

<PAGE>   46

within the thirty 30-day period, or if the arbitrators named by the parties fail
to agree on the third arbitrator within 60 days, the office of the American
Arbitration Association in City of Boston, Massachusetts shall make the
necessary appointments of such arbitrator(s). The decision or award of the
arbitration tribunal (by a majority determination, or if there is no majority,
then by the determination of the third arbitrator, if any), including any award
of fees and/or expenses, shall be final, and judgment upon such decision or
award may be entered in any competent court or application may be made to any
competent court for judicial acceptance of such decision or award and an order
of enforcement. In the event of any procedural matter not covered by the
aforesaid rules, the procedural law of the Commonwealth of Massachusetts shall
govern.

                  (b) Notwithstanding the provisions of, and in addition to the
rights set forth in, Section 7.8(a), in the event of a breach of the provisions
of this Agreement by a party to this Agreement prior to the Closing, the
non-breaching party shall have the right to specific performance and injunctive
relief, without the necessity of posting any bond or other security, it being
acknowledged and agreed that money damages will not provide an adequate remedy.

                  (c) In the event litigation is maintained by a party to this
Agreement against any other party to enforce an arbitration award rendered under
Section 7.8(a) or to seek specific performance of injunctive relief under
Section 7.8(b), then the party prevailing in such litigation shall be entitled
to recover from the non-prevailing party reasonable attorneys' fees and costs of
suit.

         Section 7.9. EXHIBITS AND SCHEDULES. The Exhibits and Schedules 
attached hereto and referred to in this Agreement are a part of this Agreement
for all purposes.

         Section 7.10. ASSIGNMENT. This Agreement and the rights and duties
hereunder shall be binding upon and inure to the benefit of the successors,
assigns, heirs and legal and personal representatives of the parties hereto, but
shall not be assignable or delegable by any party without the prior written
consent of the other parties and any purported assignment without such prior
written consent shall be null and void, except that KLA-Tencor and Merger Sub
may assign this Agreement, or rights and duties hereunder, after the Closing.

         Section 7.11. FURTHER ASSURANCES. Each party will execute and furnish
to the other all documents and will do or cause to be done all other things that
the other party may reasonably request from time to time in order to give full
effect to this Agreement and to effectuate the intent of the parties.

         Section 7.12. GENDER. In this Agreement, unless the context requires 
otherwise the singular includes the plural, the plural the singular, the
masculine gender includes the neuter, masculine and feminine genders and vice 
versa.

         Section 7.13. PUBLIC ANNOUNCEMENT. The content and timing of any public
announcement pertaining to this Agreement shall be subject to the prior
agreement and approval of KLA-Tencor and the Company; provided, however, that
such approval shall not be unreasonably withheld or delayed.

                                       46

<PAGE>   47

         Section 7.14. GOVERNING LAW. This Agreement shall be governed by the 
law of the Commonwealth of Massachusetts applicable to agreements made and to be
performed wholly within such jurisdiction, without regard to the conflicts of
laws provisions thereof.


         [The remainder of this page has intentionally been left blank.]



                                       47


<PAGE>   48


         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed under seal as of the date first written above.


                                         KLA-TENCOR CORPORATION


                                         By:  /s/ John Kispert
                                             -----------------------------------
                                              John Kispert
                                              Chief Financial Officer



                                         KATMANDU ACQUISITION CORP.


                                         By:  /s/ Jeffrey L. Hall
                                             -----------------------------------
                                              Jeffrey L. Hall
                                              President


                                         QC OPTICS, INC.


                                         By:  /s/ Eric T. Chase
                                             -----------------------------------
                                              Eric T. Chase
                                              President


                                       48



<PAGE>   1
                                                                       EXHIBIT 2

                          STOCKHOLDER VOTING AGREEMENT


         THIS STOCKHOLDER VOTING AGREEMENT (this "Agreement") is made this 31st
day of August, 2001, by and among KLA-Tencor Corporation, a Delaware corporation
("KLA-Tencor"), QC Optics, Inc., a Delaware corporation ("Company"), and the
stockholders of the Company listed on SCHEDULE A to this Agreement
(collectively, the "Stockholders" and each, individually, a "Stockholder").

         WHEREAS, as of the date hereof, the Stockholders collectively own of
record shares of capital stock of the Company as set forth on SCHEDULE A
attached hereto (such shares, together with any other voting or equity of
securities of the Company hereafter acquired by any Stockholder prior to the
termination of this Agreement, being referred to herein collectively as the
"Shares");

         WHEREAS, pursuant to a certain Agreement and Plan of Merger dated as of
the date of this Agreement (the "Merger Agreement"), by and among KLA-Tencor,
Katmandu Acquisition Corp., a Delaware corporation and wholly-owned subsidiary
of KLA-Tencor ("Merger Sub"), and the Company, KLA-Tencor has agreed to acquire
the Company through a merger transaction (the "Merger") involving the merger of
Merger Sub into the Company;

         WHEREAS, as a condition to the willingness
 of KLA-Tencor to enter into
the Merger Agreement, KLA-Tencor has required that the Stockholders agree, and
in order to induce KLA-Tencor to enter into the Merger Agreement, the
Stockholders are willing to agree, during the term of this Agreement, to vote in
favor of the adoption of the Merger Agreement, the Merger and the transactions
contemplated thereby and to restrict the transfer or disposition of any of the
Shares;

         WHEREAS, capitalized terms used in this Agreement without definition
shall have such meanings as ascribed to them under the Merger Agreement;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt of which is acknowledged by each party hereto, and
intending to be legally bound hereby, the parties hereby agree, severally and
not jointly, as follows:

         Section 1. VOTING OF SHARES.

                 (a) Each Stockholder covenants and agrees that during the 
period beginning on the date hereof and ending on the earlier to occur of (i)
the Effective Time and (ii) the termination of the Merger Agreement in
accordance with its terms (such period the "Expiration Date") (A) by the parties
pursuant to Section 6.3(a) of the Merger Agreement, (B) by KLA-Tencor pursuant
to any provision of the Merger Agreement, or (C) by the Company pursuant to
Section 6.3(c), (d), or (g) of the Merger Agreement, at any regular, special or
adjourned meeting 

                                       1

<PAGE>   2

of the stockholders of the Company, however called (a "Stockholders' Meeting"),
and in any action by written consent of the stockholders of the Company (a
"Written Consent"), such Stockholder will vote, or cause to be voted, all of its
respective Shares (i) in favor of the adoption of the Merger Agreement (as the
Merger Agreement may be modified or amended from time to time in a manner not
adverse to the Stockholders) and the approval of the Merger as contemplated by
the Merger Agreement, and (ii) against any Acquisition Proposal and against any
other action or transaction that may reasonably be construed to make the
consummation of the Merger by KLA-Tencor more difficult or expensive. Prior to
the Expiration Date, no Stockholder shall enter into any agreement or
understanding with any person or vote or give instructions in any manner
inconsistent with this Section 1.

                 (b) Each Stockholder hereby grants to, and appoints, 
KLA-Tencor, and any individual designated in writing by KLA-Tencor, and each of
them individually, as its proxy and attorney-in-fact (with full power of
substitution), for and in its name, place and stead, to vote its Shares at any
Stockholders' Meeting and in any Written Consent with respect to any of the
matters specified in, and in accordance and consistent with, this Section 1.
Each Stockholder understands and acknowledges that KLA-Tencor is entering into
the Merger Agreement in reliance upon the Stockholder's execution and delivery
of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy
set forth in this Section 1(b) is given in connection with the execution of the
Merger Agreement, and that such irrevocable proxy is given to secure the
performance of the duties of such Stockholder under this Agreement. Except as
otherwise provided for herein, each Stockholder hereby (i) affirms that the
proxy is coupled with an interest and may under no circumstances be revoked,
(ii) ratifies and confirms all that the proxies appointed hereunder may lawfully
do or cause to be done by virtue hereof and (iii) affirms that such irrevocable
proxy is executed and intended to be irrevocable in accordance with the
provisions of Section 212 of the Delaware General Corporation Law.
Notwithstanding any other provisions of this Agreement, the proxy granted
hereunder shall automatically terminate upon the termination of this Agreement.

         Section 2. TRANSFER OF SHARES.

                 (a) Each Stockholder covenants and agrees that during the 
period beginning on the date hereof and ending on the Expiration Date that such
Stockholder will not directly or indirectly (i) sell, assign, transfer
(including by merger, interspousal disposition pursuant to a domestic relations
proceeding or otherwise by operation of law), pledge, encumber or otherwise
dispose of any of its Shares, (ii) deposit any of its Shares into a voting trust
or enter into a voting agreement or arrangement with respect to the Shares or
grant any proxy or power of attorney with respect thereto which is inconsistent
with this Agreement or (iii) enter into any contract, option or other voluntary
arrangement or undertaking with respect to the direct or indirect sale,
assignment, transfer (including by merger, interspousal disposition pursuant to
a domestic relations proceeding or otherwise by operation of law) or other
disposition of any Shares. In the event any party to this Agreement dies prior
to the Expiration Date, then this Agreement shall be binding on the descendants,
executors, administrators, heirs and assigns of such party. Any action or
attempted action in violation of this Agreement shall be null and void.

                                       2

<PAGE>   3

                 (b) Promptly upon the execution of this Agreement, the Company 
agrees to notify the transfer agent of its Common Stock, $.01 par value per
share ("Common Stock") of the existence of this Agreement and to impose
appropriate restrictions on such transfer agent against facilitating any
attempted transfer of any of the Shares. Promptly upon the termination of this
Agreement, the Company may notify the transfer agent of the termination of this
Agreement and instruct the transfer agent to remove all restrictions on such
transfer agent against facilitating any attempted transfer of any of the Shares,
and, if requested by the Company, KLA-Tencor agrees to promptly concur with such
notification and instructions.

         Section 3. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. Each 
Stockholder on its own behalf hereby severally represents and warrants to
KLA-Tencor, solely with respect to itself and its ownership of its Shares, but
not with respect to any other Stockholder, as follows:

                  (a) OWNERSHIP OF SHARES. On the date hereof, and except as
specifically set forth on SCHEDULE A attached hereto, such Shares are owned
beneficially by such Stockholder or its nominee. Such Stockholder has sole
voting power, without restrictions, with respect to all of such Shares.
Stockholder does not beneficially own any shares of capital stock of the Company
other than the Shares.

                  (b) POWER; BINDING AGREEMENT. Such Stockholder has the legal
capacity, power and authority to enter into and perform all of its obligations
under this Agreement. The execution, delivery and performance of this Agreement
by such Stockholder will not violate any material agreement to which such
Stockholder is a party, including, without limitation, any voting agreement,
stockholders' agreement, partnership agreement or voting trust. This Agreement
has been duly and validly executed and delivered by such Stockholder and
constitutes a valid and binding obligation of such Stockholder, enforceable
against such Stockholder in accordance with its terms.

                  (c) NO CONFLICTS. The execution and delivery of this Agreement
do not, and the consummation of the transactions contemplated hereby will not,
conflict with or result in any violation of, or default (with or without notice
or lapse of time, or both) under, or give rise to a right of termination,
cancellation or acceleration of any obligation or to loss of a material benefit
under, any provision of any loan or credit agreement, note, bond, mortgage,
indenture, lease, or other agreement, instrument, permit, concession, franchise,
license, judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to such Stockholder or any of its properties or assets.

                  (d) NO ENCUMBRANCES. As of the date hereof the Shares are, and
at all times up until the Expiration Date the Shares will be, free and clear of
any rights of first refusal, co-sale rights, security interests, liens, pledges,
claims, options, charges or other encumbrances.

         Section 4. NO SOLICITATION. Prior to the termination of this Agreement
in accordance with its terms, each Stockholder agrees, in its individual
capacity as a stockholder of the Company, that it will not, nor will it
authorize or permit any of its employees, agents and representatives to,
directly or indirectly, (a) initiate, solicit or encourage any inquiries or the
making of any Acquisition Proposal, (b) enter into any agreement with respect to
any Acquisition Proposal, or (c) participate in any discussions or negotiations
regarding, or furnish to 

                                       3

<PAGE>   4

any person any information with respect to, or take any other action to
facilitate any inquiries or the making of any proposal that constitutes, or may
reasonably be expected to lead to, any Acquisition Proposal. Notwithstanding the
foregoing, each Stockholder who serves as an officer or director of the Company
may take such actions as are allowed under the provisions of Section 4.6 of the
Merger Agreement.

         Section 5. TERMINATION. This Agreement shall terminate upon the
earliest to occur of (i) the Effective Time, (ii) the written agreement of the
parties hereto to terminate this Agreement, or (iii) any termination of the
Merger Agreement in accordance with the terms thereof; provided, however, that
termination of the Merger Agreement in accordance with its terms shall not
relieve any party of liability for a breach hereof prior to termination.

         Section 6. SPECIFIC PERFORMANCE. Each party expressly understands and
agrees that any breach of this Agreement would cause irreparable harm to the
other parties and that, in addition to any other remedy which such party might
have, an aggrieved party shall be entitled to injunctive relief for, and to
prevent, any such breach, without the necessity of posting any bond or other
security. The breaching party hereby agrees that should any aggrieved party
institute any action or proceeding for injunctive or similar equitable relief to
enforce these covenants, the breaching party waives and agrees not to assert the
claims or defenses that the aggrieved party has an adequate remedy at law or
that the aggrieved party will not suffer irreparable damage.

         Section 7. FIDUCIARY DUTIES. Each Stockholder is signing this Agreement
solely in such Stockholder's capacity as an owner of its respective Shares or as
trustee of a voting trust, and nothing herein shall prohibit, prevent or
preclude such Stockholder from taking or not taking any action in his capacity
as an officer or director of the Company.

         Section 8. MISCELLANEOUS.

                  (a) All notices, requests, demands, consents and other
communications which are required or permitted hereunder shall be in writing,
and shall be deemed given when actually received or if earlier, (i) immediately
upon sending by telecopy if the telecopier produces a legible record of such
notice, (ii) one business day after deposit with a nationally recognized
overnight courier, charges prepaid, or (iii) five days after deposit in the U.S.
mail by certified mail, return receipt requested, postage prepaid, addressed as
follows:


         If to KLA-Tencor:   KLA-Tencor Corporation
                             160 Rio Robles
                             San Jose, California  95134
                             Attention:  Jeffrey L. Hall
                                         Vice President, Mergers & Acquisitions
                                         Telecopy Number:  408-875-2223

                             with copies to:

                             KLA-Tencor Corporation

                                       4

<PAGE>   5

                             160 Rio Robles
                             San Jose, California 95134
                             Attention: Stuart J. Nichols, Esq.
                                        Vice President and General Counsel
                                        Telecopy Number:  408-875-2002

                             and

                             Morse, Barnes-Brown & Pendleton, P.C.
                             Reservoir Place
                             1601 Trapelo Road
                             Waltham, Massachusetts 02451
                             Attention: Carl F. Barnes, Esq.
                                        Telecopy Number: 781-622-5933


         If to the Stockholders:

         At the addresses set forth on SCHEDULE A attached hereto,

                             with copies to:

                             QC Optics, Inc.
                             46 Jonspin Road
                             Wilmington, Massachusetts 01887
                             Attention: President
                                        Telecopy Number: 978-657-4608

                             and

                             Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                             One Financial Center
                             Boston, Massachusetts  02111
                             Attention: Neil H. Aronson, Esq.
                                        Telecopy Number:  617-542-2241

or to such other address as any party hereto may designate in writing to the
other parties, specifying a change of address for the purpose of this Agreement.

                  (b) This Agreement and the agreements specifically referred to
herein, or in the Merger Agreement, supersede any and all oral or written
agreements or understandings heretofore made relating to the subject matter
hereof and constitute the entire agreement of the parties relating to the
subject matter hereof, except for the Non-Disclosure Agreement. This Agreement
may not be amended, modified or rescinded except by an instrument in writing
signed by each of the parties hereto.

                                       5

<PAGE>   6

                  (c) If any provision of this Agreement shall be declared void
or unenforceable by any judicial or administrative authority, the validity of
any other provision shall not be affected thereby. The parties hereto further
agree to replace such void or enforceable provision of this Agreement with a
valid and enforceable provision that will achieve, to the extent possible, the
mutual economic, business and other purposes of such void or unenforceable
provision.

                  (d) This Agreement shall be binding upon and inure to the
benefit of the parties, their respective successors and permitted assigns.

                  (e) In this Agreement, unless the context requires otherwise
the singular includes the plural, the plural the singular, the masculine gender
includes the neuter, masculine and feminine genders and vice versa.

                  (f) This Agreement shall be governed by the law of the
Commonwealth of Massachusetts applicable to agreements made and to be performed
wholly within such jurisdiction, without regard to the conflicts of law
provisions thereof.

                  (g) Except as set forth in Section 8(h), any controversy,
dispute or claim arising out of or in connection with this Agreement, or the
breach, termination or validity hereof, shall be settled by final and binding
arbitration to be conducted by an arbitration tribunal in City of Boston,
Massachusetts, pursuant to the rules of the American Arbitration Association.
The arbitration tribunal shall consist of three arbitrators. The party
initiating arbitration shall nominate one arbitrator in the request for
arbitration and the other party shall nominate a second in the answer thereto
within 30 days of receipt of the request. The two arbitrators so named will then
jointly appoint the third arbitrator. If the answering party fails to nominate
its arbitrator within the thirty 30-day period, or if the arbitrators named by
the parties fail to agree on the third arbitrator within 60 days, the office of
the American Arbitration Association in City of Boston, Massachusetts shall make
the necessary appointments of such arbitrator(s). The decision or award of the
arbitration tribunal (by a majority determination, or if there is no majority,
then by the determination of the third arbitrator, if any), including any award
of fees and/or expenses, shall be final, and judgment upon such decision or
award may be entered in any competent court or application may be made to any
competent court for judicial acceptance of such decision or award and an order
of enforcement. In the event of any procedural matter not covered by the
aforesaid rules, the procedural law of the Commonwealth of Massachusetts shall
govern.

                  (h) Notwithstanding the provisions of, and in addition to the
rights set forth in, Section 8(g), in the event of a breach of the provisions of
this Agreement by a party to this Agreement prior to the Closing, any
non-breaching party shall have the right to specific performance and injunctive
relief, it being acknowledged and agreed that money damages will not provide an
adequate remedy.

                  (i) In the event litigation is maintained by a party to this
Agreement against any other party to enforce an arbitration award rendered under
Section 8(g) or to seek specific performance of injunctive relief under Section
8(h), then the party prevailing in such litigation shall be entitled to recover
from the non-prevailing party reasonable attorneys' fees and costs of suit.

                                       6

<PAGE>   7

                  (j) No remedy conferred by any of the specific provisions of
this Agreement is intended to be exclusive of any other remedy, and each and
every remedy will be cumulative and will be in addition to every other remedy
given here or now or hereafter existing at law or in equity or by statute or
otherwise. The election of any one or more remedies will not constitute a waiver
of the right to pursue other available remedies.

                  (j) This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

                  (k) No Stockholder shall have any liability for any 
misrepresentation or breach by any other Stockholder hereunder.


                           [Signature Page to follow]


                                       7

<PAGE>   8


         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed under seal as of the date first written above.


KLA-TENCOR CORPORATION                      QC OPTICS, INC.


By: /s/ John Kispert                         By: /s/ Eric T. Chase
   -----------------------------------          --------------------------------
   John Kispert                                 Eric T. Chase
   Chief Financial Officer                      President



STOCKHOLDERS:

/s/ Eric T. Chase
--------------------------------------
Eric T. Chase, in his capacity as 
Trustee of the QC Optics Voting 
Trust u/d/t dated as of 
October 27, 1995


/s/ Eric T. Chase
--------------------------------------
Eric T. Chase, in his individual 
capacity


/s/ John R. Freeman
--------------------------------------
John R. Freeman, in his individual 
capacity




                                      8


<PAGE>   9


                                   SCHEDULE A
                                       TO
                          STOCKHOLDER VOTING AGREEMENT



             STOCKHOLDER                                  SHARES HELD
             -----------                                  -----------

Eric T. Chase, in his capacity as             1,032,859 shares of Common Stock*
Trustee of the QC Voting Trust 
u/d/t dated as of October 27, 1995
c/o QC Optics, Inc.                           *Beneficially owned as follows:
46 Jonspin Road                                 Eric T. Chase - 634,517 shares;
Wilmington, Massachusetts 01887                 Jay L. Ormsby - 162,599 shares;
                                                John R. Freeman - 78,581 shares;
                                                Albert E. Tobey - 78,581 shares;
                                                and Abdu Boudour -78,581 shares.


Eric T. Chase, in his individual capacity     100 shares of Common Stock
c/o QC Optics, Inc.
46 Jonspin Road
Wilmington, Massachusetts 01887


John R. Freeman, in his individual capacity   100 shares of Common Stock
c/o QC Optics, Inc.
46 Jonspin Road
Wilmington, Massachusetts 01887



                                       9


<PAGE>   1
                                                                       EXHIBIT 3


                     CONSULTING AND NONCOMPETITION AGREEMENT

         This Consulting and Noncompetition Agreement ("Agreement") is made and
entered into as of the 31st day of August, 2001 by and between KLA-Tencor
Corporation (the "Company") and Eric T. Chase (the "Consultant").

         WHEREAS, pursuant to a certain Agreement and Plan of Merger dated as of
the date of this Agreement (the "Merger Agreement"), by and among the Company,
Katmandu Acquisition Corp., a Delaware corporation and wholly-owned subsidiary
of the Company ("Acquisition"), and QC Optics, Inc., a Delaware corporation ("QC
Optics"), the Company has agreed to acquire QC Optics through a merger
transaction (the "Merger") involving the merger of Acquisition into QC Optics;
and

         WHEREAS, the Consultant shall resign as President of QC Optics
effective upon the consummation of the Merger;

         WHEREAS, the Company desires to retain the Consultant as an independent
contractor to perform consulting services for the Company and the Consultant is
willing to perform such services following the consummation of the Merger;

         WHEREAS, the Company desires to preclude the Consultant from competing
with the Company in certain fields of business for a period of two years
following the consummation
 of the Merger;

         WHEREAS, the execution and delivery of this Agreement is a condition
precedent to the obligation of the Company to consummate the Merger; and

         WHEREAS, capitalized terms used in the Agreement without definition
shall have such meanings as ascribed to them under the Merger Agreement;

         NOW, THEREFORE, for good and valuable consideration, the parties hereby
agree as follows:

         1. SERVICES AND COMPENSATION

                  Subject to the consummation of the Merger and commencing on
the Effective Date, the Consultant agrees to perform for the Company the
services described in EXHIBIT A to this Agreement (the "Services"), and the
Company shall compensate the Consultant for the performance of such Services in
such amounts and on such dates as described in EXHIBIT A, subject to the terms
of this Agreement.

                                       1

<PAGE>   2

         2. TERM AND TERMINATION

           (a) TERM. This Agreement will commence on the Effective Date and will
continue in effect for a period of two years after the Effective Date unless
terminated prior thereto as provided below.

           (b) TERMINATION.


                           (i) This Agreement will terminate automatically and 
without notice to or from either party if the Merger Agreement is terminated in
accordance with its terms.

                           (ii) In the event that, after the Effective Date, 
the Company (A) shall discover that (I) on the Effective Date, the Merger
Agreement (including the exhibits to the Merger Agreement and any documents
delivered pursuant to the Merger Agreement) contained any untrue statement of a
material fact or omitted any material fact required to be stated therein or
necessary to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading; or (II) QC Optics
failed to perform all material obligations and to comply with all material
covenants required to be performed or to be complied with by it under the Merger
Agreement prior to the Effective Date, and (B) any such misrepresentation(s) or
failure(s) to perform resulted, individually or in the aggregate, in the Company
incurring damages in excess of $90,000, then the Company may terminate this
Agreement upon written notice to the Consultant; provided, however, that the
Company may not terminate this Agreement pursuant to this Section 2(b)(ii) in
the event the Consultant agrees to reduce any payments owed to the Consultant
hereunder by the amount of any such damages incurred by the Company in excess of
$90,000.

                           (iii) In the event that the Company fails to pay the 
Consultant, when due, the compensation specified in EXHIBIT A or materially
breaches any other provision of this Agreement, the Consultant may (i) give
written notice to the Company of its intent to terminate this Agreement for
breach and (ii) terminate this Agreement upon further written notice to the
Company if such breach has not been cured within 30 days of the initial notice
related to the breach.

                           (iv) In the event that the Consultant fails to 
perform the Services specified in EXHIBIT A or materially breaches any other
provision of this Agreement, the Company may (i) give written notice to the
Consultant, referring to this Section (b)(iv), of its intent to terminate this
Agreement for breach and (ii) terminate this Agreement upon further written
notice to the Consultant if such breach has not been cured within 30 days of the
initial notice related to the breach. 


         (c) SURVIVAL. Upon such termination all rights and duties of the 
parties toward each other shall cease except that:

                           (i) in the event that this Agreement is terminated
by the Company pursuant to Section 2(b)(ii) or (iv), the Company shall pay to
the Consultant, within 30 days of the effective date of termination, only those
amounts owing to the Consultant for Services completed prior to the termination
date, in accordance with the provisions of EXHIBIT A, and the Company shall 

                                       2

<PAGE>   3

have no further obligation to compensate the Consultant with respect to any
period, or for any Services performed, after such termination date;

                           (ii) in the event that this Agreement is terminated 
by the Consultant pursuant to Section 2(b)(iii), the Company shall pay to the
Consultant, within 30 days of the effective date of termination, all remaining
amounts which would have become due to Consultant for Services had this
Agreement not be terminated and the Consultant had performed all Services
hereunder; and

                           (iii) the Consultant's obligations under Section 8 
and 9 of this Agreement shall survive any termination of this Agreement pursuant
to Section 2(b)(iv), but shall not survive any termination pursuant to Section
2(b)(i),(ii) or (iii); and

                           (iv) in any event, Sections 3, 6 and 7 and Sections 
10 through 15 shall survive the termination of this Agreement.

         3.       ASSIGNMENT

                  Neither this Agreement nor any right hereunder or interest
herein may be assigned or transferred by either party without the express
written consent of the other, and the obligations of the Company to make
payments hereunder may not be assigned to any entity (except to any successor to
all or substantially all of the Company's assets or business, whether by merger
or otherwise) without the express written consent of the Consultant.

         4.       INDEPENDENT CONTRACTOR

                  It is the express intention of the parties that the Consultant
is an independent contractor. Nothing in this Agreement shall in any way be
construed to constitute the Consultant as an agent, employee or representative
of the Company, but the Consultant shall perform the Services hereunder as an
independent contractor. The Consultant acknowledges and agrees that the
Consultant is obligated to report as income all compensation received by the
Consultant pursuant to this Agreement, and the Consultant agrees to and
acknowledges the obligation to pay all self-employment and other taxes thereon.
The Consultant further agrees to indemnify and hold harmless the Company and its
directors, officers, and employees from and against all taxes, losses, damages,
liabilities, costs and expenses, including reasonable attorney's fees and other
legal expenses, arising directly or indirectly from (i) any grossly negligent,
reckless or intentionally wrongful act of the Consultant and/or (ii) any
material breach by the Consultant of any of the covenants contained in this
Agreement. Subject to compliance with the provisions of Sections 7, 8 and 9,
nothing in this Agreement shall preclude the Consultant from accepting
consulting positions or other employment with third parties.

         5.       NO BENEFITS

                  The Consultant acknowledges and agrees and it is the intent of
the parties hereto that the Consultant receive no Company-sponsored benefits
either as an independent contractor or as an employee. Such benefits include,
but are not limited to, paid vacation, sick leave, medical insurance and 401(k)
participation. If the Consultant is reclassified by a state or federal agency or
court as an 

                                       3

<PAGE>   4

employee, the Consultant will receive no Company-sponsored benefits except those
mandated by state or federal law, even if by the terms of the Company's benefit
plans, in effect at the time of such reclassification, the Consultant would
otherwise be eligible for such benefits.

         6.       CONFIDENTIALITY

                  (a) DEFINITION. "Confidential Information" means any 
proprietary information, technical data, trade secrets or know-how, including,
but not limited to, research, product plans, products, services, customers,
customer lists, markets, software, developments, inventions, processes,
formulas, technology, designs, drawings, engineering, hardware configuration
information, marketing, finances or other business information belonging to the
Company, QC Optics and/or their respective affiliates, and known by or disclosed
to Consultant, whether directly or indirectly and whether in writing, orally or
by drawings or inspection of parts or equipment.

                  (b) NON-USE AND NON-DISCLOSURE. The Consultant will not, 
during the term of this Agreement and for a period of five years after its
termination or expiration, use any Confidential Information for any purpose
whatsoever other than the performance of the Services on behalf of the Company
or disclose any Confidential Information to any third party. It is understood
that said Confidential Information shall remain the sole property of the
Company, Katmandu or their respective affiliates. The Consultant further agrees
to take all reasonable precautions to prevent any unauthorized disclosure of
such Confidential Information by him or his assistants, employees or agents.
Notwithstanding the foregoing, Confidential Information does not include
information which (i) has become publicly known and made generally available
through no wrongful act of the Consultant, (ii) has been rightfully received by
the Consultant from a third party who is authorized to make such disclosure,
(iii) is required to be disclosed by the Consultant to comply with applicable
laws or governmental regulations, or (iv) has been independently developed by
the Consultant after the termination or expiration of this Agreement without
reference to or reliance upon the Confidential Information.

         7.       OWNERSHIP OF INVENTIONS AND INTELLECTUAL PROPERTY

                  It is the parties' intention that the Company shall own
exclusively all rights and economic interests in the tangible and intangible
results of the Consultant's Services hereunder ("Work Product") and all
intellectual property of every kind and description embodied therein or related
thereto. Accordingly, the Consultant agrees as follows:

                           (i) All tangible Work Product which is a
         copyrightable work of authorship will be deemed a work made for hire
         owned by the Company under United States copyright laws; if an
         invention, Work Product is deemed to be owned by the Company upon
         creation.

                           (ii) The Consultant will maintain adequate and
         current written records of all Work Product which shall be available to
         and remain the property of the Company at all times.

                                       4

<PAGE>   5

                           (iii) The Consultant shall promptly and fully
         disclose in writing to the Company all trade secrets embodied in or
         associated with the Work Product which are related to the business
         activities of the Company and are authored, conceived, created or
         reduced to practice by the Consultant (whether alone or jointly with
         others) during the term of this Agreement or within the five-year
         period after its termination or expiration and which result from
         Confidential Information whether or not patentable or copyrightable or
         within any particular definition of trade secret.

                           (iv) The Consultant hereby assigns irrevocably and
         unconditionally, to the fullest extent permitted by law under any
         interpretation of the relationship between the parties, all right,
         title and interest (including without limitation all intellectual
         property rights) embodied in or associated with the Work Product which
         are related to the business activities of the Company and are authored,
         conceived, created or reduced to practice by the Consultant during the
         term of this Agreement or which result thereafter from Confidential
         Information.

                           (v) Promptly upon request by the Company and at the
         Company's expense, the Consultant shall execute and deliver to the
         Company all applications, assignments, agreements and other instruments
         reasonably requested and take such reasonable actions as the Company
         may deem necessary to fully vest the foregoing rights in the Company or
         to evidence such vesting. If the Company is unable, after reasonable
         effort, to secure the Consultant's signature on any patent application,
         copyright registration or other similar document, the Consultant hereby
         irrevocably designates and appoints the Company and its duly authorized
         representatives as the Consultant's agent and attorney-in-fact to
         execute and file any such application or registration and to do all
         other lawfully permitted acts to further the prosecution and issuance
         of letters patent, copyright registration and other forms of
         intellectual property protection with the same legal force and effect
         as if executed by the Consultant.

                           (vi) The Consultant hereby waives in favor of the
         Company and its assigns and licensees any and all artist's or moral
         rights he may have pursuant to any state, provincial or federal laws or
         statutes of the United States in respect of any Work Product, and all
         similar rights under the laws of all jurisdictions.

         8.       NON-COMPETITION

         For a period of two years after the Effective Date, the Consultant will
not directly or indirectly (i) as an individual proprietor, partner, officer,
employee, director, joint venturer, consultant, or in any similar capacity
develop, design, produce, market, sell, license or render (or assist any other
person in developing, designing, producing, marketing, selling, licensing or
rendering) products, computer software or services (A) in the areas of
laser-based defect detection systems for computer hard disk, flat panel display,
semiconductor or other markets or (B) competitive with those being produced,
marketed, sold, licensed or rendered by, or, to the knowledge of Consultant,
those being developed or designed or under development by, the Company or QC
Optics on the Effective Date, provided, however, that notwithstanding the
foregoing, nothing contained herein shall preclude the Consultant from
purchasing or owning securities of any such 

                                       5

<PAGE>   6

business provided that the Consultant's holdings do not exceed 5% of the issued
and outstanding securities of any class of securities of such business, or (ii)
solicit, divert or take away, or attempt to divert or to take away, the business
or patronage of any of the clients, customers or accounts, or prospective
clients, customers or accounts, of the Company which were contacted, solicited
or served by the Company while the Consultant was engaged by the Company.

         9.       SOLICITATION OF EMPLOYEES

                  The Consultant agrees that, for a period of two years after
the date of this Agreement (regardless of its earlier termination, if any,
except as provided in Section 2(c)(iii)), he shall not, either directly or
indirectly, solicit, induce, recruit or encourage any of the employees of the
Company or its affiliates to leave their employment, or take away such
employees, or attempt to solicit, induce, recruit, encourage or take away such
employees, either for the Consultant or for any other person or entity;
provided, however, that this shall not limit solicitations published or posted
generally, not specifically targeted to employees of the Company, QC Optics
and/or their respective affiliates.

         10.      RETURN OF COMPANY DOCUMENTS

                  The Consultant agrees that, at the time of completion of the
Services, and at any other time upon the request of the Company, the Consultant
will deliver to the Company (and will not keep in the Consultant's possession,
recreate or deliver to anyone else) any and all devices, records, data, notes,
reports, proposals, lists, correspondence, specifications, drawings, blueprints,
sketches, materials, equipment, other documents or property, or reproductions of
any aforementioned items developed by the Consultant pursuant to the performance
of this Agreement or otherwise belonging to the Company, QC Optics and/or their
respective affiliates, successors or assigns.

         11.      GOVERNING LAW

                  This Agreement shall be governed by the law of the
Commonwealth of Massachusetts applicable to agreements made and to be performed
wholly within such jurisdiction, without regard to the conflicts of law
provisions thereof.

         12.      ARBITRATION; RELIEF

                  (a) Except as set forth in Section 12(b), any controversy,
dispute or claim arising out of or in connection with this Agreement, or the
breach, termination or validity hereof, shall be settled by final and binding
arbitration to be conducted by an arbitration tribunal in City of Boston,
Massachusetts, pursuant to the rules of the American Arbitration Association.
The arbitration tribunal shall consist of three arbitrators. The party
initiating arbitration shall nominate one arbitrator in the request for
arbitration and the other party shall nominate a second in the answer thereto
within 30 days of receipt of the request. The two arbitrators so named will then
jointly appoint the third arbitrator. If the answering party fails to nominate
its arbitrator within the thirty 30-day period, or if the arbitrators named by
the parties fail to agree on the third arbitrator within 60 days, the office of
the American Arbitration Association in City of Boston, Massachusetts shall make

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<PAGE>   7

the necessary appointments of such arbitrator(s). The decision or award of the
arbitration tribunal (by a majority determination, or if there is no majority,
then by the determination of the third arbitrator, if any), including any award
of fees and/or expenses, shall be final, and judgment upon such decision or
award may be entered in any competent court or application may be made to any
competent court for judicial acceptance of such decision or award and an order
of enforcement. In the event of any procedural matter not covered by the
aforesaid rules, the procedural law of the Commonwealth of Massachusetts shall
govern.

                  (b) Notwithstanding the provisions of, and in addition to the
rights set forth in, Section 12(a), in the event of a breach of the provisions
of this Agreement by a party to this Agreement, the non-breaching party shall
have the right to specific performance and injunctive relief, without the
necessity of posting any bond or other security, it being acknowledged and
agreed that money damages will not provide an adequate remedy.

                  (c) In the event litigation is maintained by a party to this
Agreement against any other party to enforce an arbitration award rendered under
Section 12(a) or to seek specific performance of injunctive relief under Section
12(b), then the party prevailing in such litigation shall be entitled to recover
from the non-prevailing party reasonable attorneys' fees and costs of suit.

         13.      ENTIRE AGREEMENT

                  This Agreement and its exhibit constitute the entire agreement
of the parties and supersedes any prior agreements between them, whether written
or oral, with respect to the subject matter hereof. No waiver, alteration, or
modification of any of the provisions of this Agreement shall be binding unless
in writing and signed by duly authorized representatives of the parties hereto.

         14.      SEVERABILITY

                  The invalidity or unenforceability of any provision of this
Agreement, or any terms thereof, shall not affect the validity of this Agreement
as a whole, which shall at all times remain in full force and effect.

         15.      COUNTERPARTS

                  This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same instrument.

                                    * * * * *


                                       7

<PAGE>   8



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                                             THE CONSULTANT

                                             /s/ Eric T. Chase
                                             -----------------------------------
                                             Eric T. Chase, individually

                                             Address:                           
                                                     ---------------------------

                                                     ---------------------------



                                             KLA-TENCOR CORPORATION


                                             By: /s/ John Kispert
                                                --------------------------------
                                                John Kispert
                                                Chief Financial Officer

                                                Address: 160 Rio Robles
                                                         San Jose, CA 95134


                                       8

<PAGE>   9

                                    EXHIBIT A

                            SERVICES AND COMPENSATION



1.       CONTACT.  The Consultant's principal Company contact:

                  Name:    Jeffrey L. Hall

                  Title:   Vice President, Mergers & Acquisitions

2.       SERVICES AND COMPENSATION.

                  The Consultant shall render the following Services to the
         Company as requested from time to time by the Company:

                  a.  Assist the Company with the integration and reorganization
                      of QC Optics in accordance with plans to be developed by 
                      the Company;

                  b.  Act as a senior technical advisor to the Company's 
                      research and development organization, spending not more 
                      than 36 days in any year and not more than four days per 
                      month on site at the Company's headquarters or at other 
                      locations reasonably requested by the Company;

                  c.  Act as a representative (but not to provide field 
                      services) to interact with QC Optics customers on behalf 
                      of the Company; and

                  d.  Perform such other Services as may be reasonably requested
                      by the Company and agreed to by the Consultant.

                  During the term of this Agreement, but only if the Consultant
         is not then and has not been in breach of Sections 8 or 9 of the
         Agreement, the Company shall pay to the Consultant $8,333 per month in
         arrears in consideration of the Services. In addition, the Company
         shall reimburse the Consultant for reasonable travel and other business
         expenses incurred by him with the prior written approval of the Company
         in the performance of the Services, including the costs to travel to
         the Company's facilities as set forth in Section 2(b), subject to such
         reasonable requirements with respect to substantiation and
         documentation as may be specified from time to time by the Company or
         its auditors.

3.       NON-COMPETITION.

                  a.  Without limiting any provision of the Agreement, for
                      a period of two years after the Effective Date, the
                      Consultant shall comply in all respects with 

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<PAGE>   10

                      Sections 8 and 9 of the Agreement.

                  b.  In consideration of the obligations of the Consultant
                      set forth in Sections 8 and 9 of this Consulting
                      Agreement, the Company shall pay the Consultant an
                      amount equal to $25,000 per quarter for a period not
                      to exceed eight (8) quarters. Such quarterly payments
                      will be paid as follows: (i) the first payment shall
                      be paid on January 1, 2002 provided that the
                      Consultant has been in compliance with the
                      restrictions set forth in Sections 8 and 9 of this
                      Consulting Agreement, and (ii) subsequent payments
                      shall be paid on each of March 31, 2002, June 30,
                      2002, September 30, 2002, December 31, 2002, March
                      31, 2003, June 30, 2003 and September 30, 2003 if
                      during any such quarter the Consultant has been in
                      compliance with the restrictions set forth in
                      Sections 8 and 9 of this Consulting Agreement.

4.       DEATH, DISABILITY, ETC.

                  In the event that the Consultant, through death, disability or
         similar impairment, becomes unable to perform the Services and any
         other gainful employment, and if the Consultant is not and has not been
         in breach of Sections 8 or 9 of the Agreement, the Company shall pay to
         the Consultant, or the Consultant's estate or legal representative, as
         the case may be, (a) all of the amounts to which the Consultant may be
         entitled pursuant to Section 2 for such Services performed and
         completed prior to such death or disability event but which have not
         previously been paid and (b) all of the amounts provided in Section 3
         which have not previously been paid.


                                        A-2