Exhibit 10.17

                      SECOND AMENDMENT TO CREDIT AGREEMENT

         This First Amendment to Credit Agreement (the "Amendment"), dated as of
December 31,2000, is between PRI AUTOMATION, INC. (the "Borrower"), and THE
CHASE MANHATTAN BANK (the "Bank").

         WHEREAS, the Borrower and the Bank are parties to a Revolving Credit
Agreement dated as of June 16, 1998, as amended (the "Credit Agreement"): and

         WHEREAS, the Borrower and the Bank desire to amend the Credit Agreement
to provide for an extension of the Expiration Date.

         NOW, THEREFORE, in consideration of the premises herein contained, and
for other good and valuable consideration, receipt of which is acknowledged, it
is hereby agreed as follows:

         SECTION 1. DEFINITIONS. Terms used but not otherwise defined herein
shall have the respective meanings ascribed to such term in the Credit
Agreement.

         SECTION 2. AMENDMENT. The Credit Agreement is amended as follows:

                  (a) The definition of "Expiration Date", contained in Part 1
of the Credit Agreement, DEFINITIONS, is superseded and replaced in its
entirety, and amended to read:

                  "Expiration Date" means March 31, 2001.

         SECTION 3. REPRESENTATIONS. The Borrower hereby represents and warrants
to the Bank that: (i) the covenants, representations and warranties set forth in
the Credit Agreement are true and correct on and as of the date hereof as if
made on and as of said date and as if each reference therein to the Credit
Agreement were a reference to the Credit Agreement as amended by this Amendment;
(ii) no Event of Default specified in the Credit Agreement and no event, which,
with the giving of notice or lapse of time or both, would become such an Event
of Default has occurred and is continuing; (iii) since the date of the Credit
Agreement, there has been no material adverse change in the financial condition
or business operations of the Borrower which has not been disclosed to Bank; and
(iv) the making and performance by the Borrower of this Amendment have been duly
authorized by all necessary corporate action.

         SECTION 4. CONDITIONS. The amendment to the Credit Agreement set forth
in Section 2 above shall become effective on the date first above written
provided that the Bank shall have received, in form and substance satisfactory
to the Bank, (i) a counterpart of this Amendment duly executed and delivered by
the Borrower, and (ii) the payment of an amendment and extension fee in the
amount of $10,000.

         SECTION 5. MISCELLANEOUS. Except as expressly provided in this
Amendment, the Credit Agreement shall remain unchanged and in full force and
effect except that each reference therein and in the Note to "this Agreement",
"hereof", "herein" and similar terms referring to the Credit Agreement shall be
deemed to refer to the Credit Agreement as amended hereby. This Amendment (i)
shall be deemed to be effective on and as of the date first above written, (ii)
shall be governed by and construed in accordance with the laws of the State of
New York, and (iii) may be executed in counterparts, which



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taken together shall constitute one and the same instrument and either of the
parties hereto may execute this Amendment by signing any such counterpart.
Should any terms or provisions of the Agreement conflict with the terms and
provisions contained in this Amendment, the terms and provisions of this
Amendment shall prevail.

IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Amendment as of the day and year first above
written.


THE CHASE MANHATTAN BANK                    PRI AUTOMATION, INC.

By:  Robert M. Dellatorre                   By:  Cosmo Trapani
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Its: Asst. Vice President                   Title:  VP & CFO
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