<PAGE>

                       Attachment 1: Master P.O. 926021
                                ITEMS/WARRANTY


          Seller: Applied Science and Technology, Inc.
          Buyer:  Applied Materials

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                         Applied
                        Materials
                          Part       ASTeX or ETO
   #     Mfg Location    Numbers     Part Numbers        DESCRIPTION      DIVISION    *****
----------------------------------------------------------------------------------------------------
<S>      <C>            <C>          <C>                 <C>              <C>         <C>       <C>
    1
----------------------------------------------------------------------------------------------------
    2
----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------
Four Channel Generator:
----------------------------------------------------------------------------------------------------


    3
----------------------------------------------------------------------------------------------------


    4
----------------------------------------------------------------------------------------------------
    5
----------------------------------------------------------------------------------------------------
    6
----------------------------------------------------------------------------------------------------
    7
----------------------------------------------------------------------------------------------------
    8
----------------------------------------------------------------------------------------------------
    9
----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------
Four Channel Generator Options:
----------------------------------------------------------------------------------------------------
    10
----------------------------------------------------------------------------------------------------
    11
----------------------------------------------------------------------------------------------------
    12
----------------------------------------------------------------------------------------------------
    13
----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------
Field Replaceable Units for the Four Channel Generator:
----------------------------------------------------------------------------------------------------
    14
----------------------------------------------------------------------------------------------------
    15
----------------------------------------------------------------------------------------------------
    16
----------------------------------------------------------------------------------------------------
    17
----------------------------------------------------------------------------------------------------
    18
----------------------------------------------------------------------------------------------------
    19
----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------
Field Replaceable Units for the Dual Generator:
----------------------------------------------------------------------------------------------------

    20
----------------------------------------------------------------------------------------------------

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

----------------------------------------------------------------------------------------------------
    21
----------------------------------------------------------------------------------------------------
    22
----------------------------------------------------------------------------------------------------
    23
----------------------------------------------------------------------------------------------------
    24
----------------------------------------------------------------------------------------------------
    25
----------------------------------------------------------------------------------------------------
    26
----------------------------------------------------------------------------------------------------
    27
----------------------------------------------------------------------------------------------------
    28
----------------------------------------------------------------------------------------------------
    29
----------------------------------------------------------------------------------------------------
    30
----------------------------------------------------------------------------------------------------
    31
----------------------------------------------------------------------------------------------------
    32
----------------------------------------------------------------------------------------------------
    33
----------------------------------------------------------------------------------------------------
    34
----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------
ASTRON:
----------------------------------------------------------------------------------------------------
    35
----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------
Gigafill Components and the Gigafill Assemblies:
----------------------------------------------------------------------------------------------------
    36
----------------------------------------------------------------------------------------------------
    37
----------------------------------------------------------------------------------------------------
    38
----------------------------------------------------------------------------------------------------
    39
----------------------------------------------------------------------------------------------------
    40
----------------------------------------------------------------------------------------------------
    41
----------------------------------------------------------------------------------------------------
    42
----------------------------------------------------------------------------------------------------

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

<CAPTION>

-----------------------------------------------------
                         Applied
                        Materials
                          Part       ASTeX or ETO
   #     Mfg Location    Numbers     Part Numbers
-----------------------------------------------------
<S>      <C>            <C>          <C>
    1
-----------------------------------------------------
    2
-----------------------------------------------------

-----------------------------------------------------
Four Channel Generator:
-----------------------------------------------------




    3
-----------------------------------------------------



    4
-----------------------------------------------------
    5
-----------------------------------------------------
    6
-----------------------------------------------------
    7
-----------------------------------------------------
    8
-----------------------------------------------------
    9
-----------------------------------------------------
-----------------------------------------------------
Four Channel Generator Options:
-----------------------------------------------------
    10
-----------------------------------------------------
    11
-----------------------------------------------------
    12
-----------------------------------------------------
    13
-----------------------------------------------------
-----------------------------------------------------
Field Replaceable Units for the Four Channel Generato
-----------------------------------------------------
    14
-----------------------------------------------------
    15
-----------------------------------------------------
    16
-----------------------------------------------------
    17
-----------------------------------------------------
    18
-----------------------------------------------------
    19
-----------------------------------------------------
-----------------------------------------------------
Field Replaceable Units for the Dual Generator:
-----------------------------------------------------

    20
-----------------------------------------------------

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

-----------------------------------------------------
    21
-----------------------------------------------------
    22
-----------------------------------------------------
    23
-----------------------------------------------------
    24
-----------------------------------------------------
    25
-----------------------------------------------------
    26
-----------------------------------------------------
    27
-----------------------------------------------------
    28
-----------------------------------------------------

    29
-----------------------------------------------------

-----------------------------------------------------
    30
-----------------------------------------------------
    31
-----------------------------------------------------

    32
-----------------------------------------------------
    33
-----------------------------------------------------
    34
-----------------------------------------------------

-----------------------------------------------------
ASTRON:
-----------------------------------------------------
    35
-----------------------------------------------------

-----------------------------------------------------
Gigafill Components and the Gigafill Assemblies:
-----------------------------------------------------
    36
-----------------------------------------------------
    37
-----------------------------------------------------
    38
-----------------------------------------------------
    39
-----------------------------------------------------
    40
-----------------------------------------------------
    41
-----------------------------------------------------
    42
-----------------------------------------------------

-----------------------------------------------------
</TABLE>

--------------
*****Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.

<PAGE>

                       Attachment 1: Master P.O. 926021
                                ITEMS/WARRANTY

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                         Applied
                        Materials
                          Part       ASTeX or ETO
   #     Mfg Location    Numbers     Part Numbers        DESCRIPTION      DIVISION    *****
----------------------------------------------------------------------------------------------------
<S>      <C>            <C>          <C>                 <C>              <C>         <C>       <C>
Spare Component Pricing for the Gigafill Assemblies:
----------------------------------------------------------------------------------------------------
     43
----------------------------------------------------------------------------------------------------
     44
----------------------------------------------------------------------------------------------------
     45
----------------------------------------------------------------------------------------------------
     46
----------------------------------------------------------------------------------------------------
     47
----------------------------------------------------------------------------------------------------
     48
----------------------------------------------------------------------------------------------------
     49
----------------------------------------------------------------------------------------------------
     50
----------------------------------------------------------------------------------------------------

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

----------------------------------------------------------------------------------------------------
Ozone Generator for Giga-Fill:
----------------------------------------------------------------------------------------------------
     51
----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------
Ozone Generator for Producer:
----------------------------------------------------------------------------------------------------
     52
----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------
Three Channel Generator:
----------------------------------------------------------------------------------------------------
     53
----------------------------------------------------------------------------------------------------
     54
----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------
Cable Option for the ASP &  ASP+:
----------------------------------------------------------------------------------------------------
     55
----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------
Components and Assemblies for the ASP & ASP+:
----------------------------------------------------------------------------------------------------
     56
----------------------------------------------------------------------------------------------------
     57
----------------------------------------------------------------------------------------------------
     58
----------------------------------------------------------------------------------------------------
     59
----------------------------------------------------------------------------------------------------
     60
----------------------------------------------------------------------------------------------------
     61
----------------------------------------------------------------------------------------------------
     62
----------------------------------------------------------------------------------------------------
     63
----------------------------------------------------------------------------------------------------
     64
----------------------------------------------------------------------------------------------------
     65
----------------------------------------------------------------------------------------------------
     66
----------------------------------------------------------------------------------------------------
     67
----------------------------------------------------------------------------------------------------
     68
----------------------------------------------------------------------------------------------------
     69
----------------------------------------------------------------------------------------------------
     70
----------------------------------------------------------------------------------------------------
     71
----------------------------------------------------------------------------------------------------
     72
----------------------------------------------------------------------------------------------------
     73
----------------------------------------------------------------------------------------------------
     74
----------------------------------------------------------------------------------------------------
     75
----------------------------------------------------------------------------------------------------

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

<CAPTION>

-------------------------------------------------------------------------------------------
                         Applied
                        Materials
                          Part       ASTeX or ETO
   #     Mfg Location    Numbers     Part Numbers
------------------------------------------------------
<S>      <C>            <C>          <C>
Spare Component Pricing for the Gigafill Assemblies:
------------------------------------------------------
     43
------------------------------------------------------
     44
------------------------------------------------------
     45
------------------------------------------------------
     46
------------------------------------------------------
     47


------------------------------------------------------
     48
------------------------------------------------------
     49
------------------------------------------------------
     50
------------------------------------------------------

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

------------------------------------------------------
Ozone Generator for Giga-Fill:
------------------------------------------------------
     51
------------------------------------------------------

------------------------------------------------------
Ozone Generator for Producer:
------------------------------------------------------
     52
------------------------------------------------------

------------------------------------------------------
Three Channel Generator:
------------------------------------------------------
     53




------------------------------------------------------
     54
------------------------------------------------------

------------------------------------------------------
Cable Option for the ASP & ASP+:
------------------------------------------------------
     55
------------------------------------------------------

------------------------------------------------------
Components and Assemblies for the ASP & ASP+:
------------------------------------------------------
     56
------------------------------------------------------


     57
------------------------------------------------------
     58
------------------------------------------------------
     59
------------------------------------------------------
     60
------------------------------------------------------
     61
------------------------------------------------------
     62
------------------------------------------------------
     63
------------------------------------------------------
     64
------------------------------------------------------
     65
------------------------------------------------------
     66
------------------------------------------------------
     67
------------------------------------------------------
     68
------------------------------------------------------
     69
------------------------------------------------------
     70
------------------------------------------------------
     71
------------------------------------------------------
     72
------------------------------------------------------
     73
------------------------------------------------------
     74
------------------------------------------------------
     75
------------------------------------------------------

------------------------------------------------------
</TABLE>


     Type 5:  Bus Route Delivery Mechanism
     Type 1:  Purchase Order Delivery Mechanism

     ---------------------------------------------------------------------
     NOTES:    *****
               -----------------------------------------------------------
               -----------------------------------------------------------
               -----------------------------------------------------------
               *****
               -----------------------------------------------------------
     ---------------------------------------------------------------------
     ---------------------------------------------------------------------

--------------
*****Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.

<PAGE>

                Attachment A: Comprehensive Supplier Agreement

                   COMPREHENSIVE SUPPLIER AGREEMENT #926021
                   -----------------------------------------

This Agreement dated May 27, 1999 is by and between Applied  Materials, Inc.,
("Applied"), a Delaware corporation, having its place of business in Santa
Clara, California and Austin, Texas and Applied Science and Technology, Inc.,
("ASTeX"), having its place of business in Woburn, MA.

The parties agree as follows:

Definitions

The following capitalized terms will have the following meanings:

A.     "Applied" means Applied Materials, Inc., including all of its domestic
       and international divisions and subsidiaries.

B.     "ASTeX" means Applied Science and Technology, Inc., including all of its
       divisions and subsidiaries.

C.     "Item" or "Items" means the good(s) or service(s) that ASTeX is to
       provide to Applied under this Agreement, including all Applied Materials
       purchase orders and related agreements that are governed by this CSA, as
       specified from time to time by Applied and set forth in Attachment 1 and
       any amendments to Attachment 1.

D.     "Applied Materials' Terms and Conditions of Purchase" means all the terms
       and conditions contained in Exhibit 1 to this agreement, and/or any
       Applied form purchase order that may be issued.

E.     "Additional Provisions" means all requirements contained in this
       Comprehensive Supplier Agreement.

F.     "Agreement" means this Comprehensive Supplier Agreement and/or the
       Applied's Purchase Order, and other Exhibits or Attachments to the
       Comprehensive Supplier Agreement and/or Purchase Order together with any
       Nondisclosure Agreement defined below as "NDA".

G.     "Comprehensive or Basic Supplier Agreement" means the Comprehensive or
       Basic Supplier Agreement No. 926021, including Exhibit 1, the Applied
       Terms and Conditions of Purchase.

H.     "NDA" means any and all Nondisclosure Agreement(s) between Applied and
       ASTeX and any specific Nondisclosure Agreement that may be attached to
       this Agreement.

I.     "Will" or "shall" have the same meaning and are used to convey an
       affirmative duty or obligation (i.e., a requirement).

J.     "Release," or "release" means individual purchase orders, spot buys, pick
       cards or other orders for Items issued by Applied to ASTeX under this
       Agreement.

K.     "Proprietary Information" means the Proprietary Information, as that term
       is defined by the NDA, of Applied.

L.     "Confidential Information" means the Confidential Information, as that
       term is defined by the NDA, of Applied.

M.     "Applied's Standard Terms and Conditions of Purchase" means the terms and
       conditions contained in Exhibit 1 to this Agreement.

N.     Normal Business Hours are Monday through Friday, 8:00-5:00 in local time
       zone.

O.     Off the Shelf is defined as Standard commercial items sold to the general
       public to similar customers.

1.   Scope

1.1  Intention / Description of Comprehensive Supplier Agreement Principles
---------------------------------------------------------------------------

                                       1


<PAGE>

     This Comprehensive Supplier Agreement ("CSA") serves as a tool to manage
     the Items Applied purchases from ASTeX as well as sub-assemblies ASTeX
     processes for Applied. Attachment 1 lists the Items covered by this
     Agreement. Any modifications to this document will include a current list
     of the items covered by this CSA.

     This Agreement defines the relationship and requirements between Applied
     and ASTeX to ensure a consistent supply of material that meets Applied's
     specifications, as previously furnished by Applied to Supplier with initial
     Product orders (hereinafter, each a "specification" and collectively the
     "specifications"). Decisions regarding future purchases from ASTeX will be
     based upon ASTeX's performance under this CSA as stated in Section 6, and
     their achievement toward Applied's business objectives, e.g. Hoshin goals.

1.2  ASTeX Details
     -------------

     Applied Science and Technology, Inc.   Avi Katz, Senior Vice President of
                                            Global Customer Operations

     35 Cabot Road                          Brian R. Chisholm, Senior Vice
     Woburn, MA 01801-1053                  President of Operations
     781-933-5560                           Austin Ashley,West Coast Operations
     781-933-0750                           Sales Manager
                                            Bob Basnett, Service Engineer
                                            Michael DeLuca, Vice President of
                                            Manufacturing Operations

                                            Al Toothaker, Account Manger
                                            Bruce Schardt, ASTeX Colorado (ETO)
                                            Operations Manager

1.3  Entire Agreement
---------------------

     This CSA, including the Applied Standard Terms and Conditions of Purchase
     (Exhibit 1) and any other Exhibits or Attachments which are incorporated by
     reference into this CSA, together with any NDA sets forth the entire
     understanding and agreement of the parties as to the subject matter of this
     CSA and supersedes all prior agreements, understandings, negotiations and
     discussions between the parties as to the subject matter. No amendment to
     or modification of this CSA will be binding unless in writing and signed by
     a duly authorized representative of both parties. In the event of any
     conflict between the terms of the CSA and the terms of the Exhibits and
     Attachments, the order of precedence shall be given first to the CSA,
     followed by the Applied Standard Terms and Conditions of Purchase,
     drawings, specifications or other technical documents.

     The following lists all of the Exhibits and Attachments referenced in this
     agreement:

<TABLE>
<CAPTION>
          Attachment #                   Revision              Release Date
-----------------------------------------------------------------------------
<S>                                     <C>                 <C>
1.  Parts List                          Revision 1          2/27/98
-----------------------------------------------------------------------------
2.  Applied's Fiscal Year               Revision 1          2/27/98
Calendar
-----------------------------------------------------------------------------
3.  Delivery Mechanics                  Revision 1          2/27/98
-----------------------------------------------------------------------------
4.  The Rolling Forecast                Revision 1          2/27/98
(Example)
-----------------------------------------------------------------------------
5.  The Bar Coding Specification        Revision 1          2/27/98
(0190-75034)
-----------------------------------------------------------------------------
6.  Packaging Specification             Revision 1          2/27/98
(0250-00098)
-----------------------------------------------------------------------------
7.  Applied's corporate                 Revision 1          2/27/98
Transportation Routing Guide
-----------------------------------------------------------------------------
8.  Part Identification                 Revision 1          2/27/98
Specification
-----------------------------------------------------------------------------

          Attachment #                   Revision              Release Date
-----------------------------------------------------------------------------
9.  Performance Plan Outline            Revision 1          2/27/98
-----------------------------------------------------------------------------
10. ASTRON Agreement                    Revision 1          5/27/99
-----------------------------------------------------------------------------
</TABLE>

                                       2

<PAGE>

1.4  Items Covered
------------------

     In general, all Items supplied to Applied by ASTeX will be covered by this
     agreement. The list of Items covered by this CSA is shown in Attachment 1.
     New Items may be added to Attachment 1 upon mutual agreement between
     Applied and ASTeX. Items may be removed by Applied from Attachment 1 from
     time to time in accordance with this Agreement. Applied may implement
     removal for the following reasons without limitations:

        a.    Specification changes that ASTeX is unable to comply with
        b.    Quality or delivery default
        c.    Obsolete Items
        d.    Outsourcing of the parent assembly

1.5  Duration of Agreement
     ---------------------

     This Agreement commences on and as of the date of the latter of the two
     signatures shown in Section 9, Effective Date, when each party has executed
     and delivered one or more counterparts of this CSA to the other (the
     "Effective Date") and will remain in effect through May 27, 2002 (the
     "Initial Term"). Upon conclusion or termination of the Initial Term,
     Applied, at Applied's option, may extend this Agreement for at least an
     additional three months subject to all terms and conditions of this
     Agreement.

1.6  Responsibilities
     ----------------

        1.6.1 Applied Responsibilities

        Applied agrees to fully perform all requirements of this Agreement.
        Applied's obligations include but are not limited to:

        .     Provide demand signals to ASTeX  as defined in section 2.5.1;
        .     Provide updated ******** week rolling forecasts to ASTeX;
        .     Measure inventory levels and scoring compliance to days-of-supply
              metric as stated in Section 6;
        .     Receive and inspect Items from ASTeX and measuring quality for
              quality metric as stated in Section 6;
        .     Notify ASTeX of any discrepancies;
        .     Provide suggestions on how ASTeX can improve its operation of this
              agreement;
        .     Make recommendations as to how ASTeX might reduce costs and
              improve the quality of Items purchased from ASTeX;
        .     Respond to any of ASTeX's inquiries;
        .     Identify, in conjunction with ASTeX, possible solutions to resolve
              any exceptions that might arise;
        .     Write and record action plans to resolve exceptions;
        .     Provide ASTeX with ASTeX performance reports;
        .     Meet with ASTeX on a semi-annually basis to review its
              performance;

        1.6.2 ASTeX Responsibilities

        ASTeX agrees to fully perform all requirements of this Agreement. ASTeX
        obligations include but are not limited to:

        .     Produce high quality and high reliability Items;
        .     Deliver Items on time to Applied;
        .     Respond in a timely manner to any of Applied's inquiries and
              requests;
        .     Continuously improve ASTeX's operations to better serve Applied's
              needs and support Applied's business objectives, e.g. ******
              goals;
        .     Work with Applied to improve operation of this agreement;
        .     Work with Applied to reduce costs and improve the quality for all
              Items ASTeX produces for Applied;
        .     Review regularly the updated forecasts to adjust ASTeX operation
              for changes in Applied's plans;
        .     Work with Applied to resolve any exceptions that may arise;
        .     Complete any tasks assigned to resolve exceptions on time;
        .     Meet with Applied on a semi-annually basis to review performance;

                                       3

--------------
*****Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.

<PAGE>

          .     Monitor and report to Applied the finished goods inventory
                levels of the Items listed in Attachment 1 of this Agreement.


2.   Logistics Framework

2.1  Operation of CSA
---------------------

          2.1.1 Operating calendar & holidays

          This CSA operates by Applied fiscal year calendar, shown in Attachment
          2. Recognized holidays are those holidays shown on Applied fiscal year
          calendar. Should any discrepancies between the operating calendars of
          Applied and ASTeX arise, ASTeX must make provisions so that Applied's
          operations are unaffected.

          2.1.2 Flowchart of day to day operations
                (Reserved)

          2.1.3 Forecasts

          ASTeX's production of Items will be guided by Applied's most current
          ***** rolling forecast, as provided by Applied to ASTeX on a weekly
          basis ("Applied's Forecast"). ASTeX will plan, manufacture, and stock
          inventory to meet Applied's forecast. ASTeX will keep each of
          Applied's forecasts for audit purposes for a minimum of six (6) months
          and may be asked to present this document for verification of
          authorized inventory levels. Applied's forecast is Proprietary
          Information to be used only by ASTeX to meet its obligations to
          Applied under this Agreement.

          2.1.4 Releases

          Applied may require a part or Items on an accelerated basis, either in
          addition to or in place of Items forecast for release or scheduled for
          delivery at a later date. If feasible, as determined by Applied and
          ASTeX, such Items will be provided by ASTeX to meet Applied's
          requirements. Unless otherwise agreed to by Applied, such accelerated
          deliveries will not affect the delivery schedule of any Items
          currently allocated for forecast requirements. Lead times for each
          accelerated release will be agreed upon by both parties. If ASTeX and
          Applied are unable to agree on delivery schedule or other terms
          affecting Items for accelerated delivery, Applied shall have the right
          to purchase or procure affected Items from other persons, without
          obligation to ASTeX.

          2.1.5 Delivery Guidelines

                2.1.5.1 General Delivery

                ASTeX will exercise all efforts to meet Applied's delivery
                    requirements on time. Shipments to Applied by ASTeX will be
                    delivered in the right quantities ordered by Applied.

                For part orders issued via a separate purchase order form ("Spot
                    Buy"), deliveries will be accepted on the requested date or
                    up to 3 days before the requested date. For Spot Buy
                    purchases for spares, deliveries will be accepted on the
                    requested date or up to two days before the requested date.
                    Any delivery dates that falls on a non-operational date of
                    Applied will default to the next Applied operational date.

                    ASTeX should assure the implementation of all delivery
                    programs identified in the joint Hoshin Plans

          2.1.6 Replenishment Approach

          ASTeX will be expected to supply Items using one or more of the
          following replenishment approaches:

          .     Bus Route
          .     Spot Buy

                                       4

--------------
*****Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.

<PAGE>

          The replenishment methodology to be used for a particular Items are
          defined on Attachment 1. Specific delivery mechanics are outlined on
          Attachment 3.

          2.1.7 Electronic Commerce

          ASTeX is required to communicate with Applied using EDI ANSI X.12
          standards and encouraged to use either GEIS or EDICT software.

          2.1.8 Changes to Logistics

          Applied may on occasion change any aspect of any logistics
          requirement. Applied will expect ASTeX to accommodate these changes to
          the best of its ability. ASTeX will be given at least ******
          notification prior to the change being implemented. Applied will then
          consider all claims for pricing adjustment due to the change in the
          logistics framework if made within the three week notification period.

2.2  Service Levels
-------------------

          2.2.1 Inventory Levels

          ASTeX, is expected to have Finished Goods Inventory ("FGI") of the
          Items on Attachment 1 which have a `5' in the column titled "Type of
          Contract" in order to manage demand fluctuations. ASTeX will maintain
          a minimum FGI of ***** and a maximum of ***** of each these Items
          identified in Attachment 1, to meet Applied's needs based on the most
          recent rolling forecast (see Attachment 4 for example of forecast).
          ASTeX may present a claim for "non-purchase" for payment of inventory
          manufactured in response to a valid Applied purchase order, or an
          authorized demand signal, as explained in Section 2.5.1, if Applied
          has not taken delivery of the FGI within ***** from date of
          manufacture. This claim must be made within ***** days from the end of
          the ***** time frame. Applied is not responsible for payment to ASTeX
          for FGI built without a valid Applied purchase order, an authorized
          demand signal (as explained in Section 2.5.1), or Applied's Forecast
          (as explained in Section 2.1.3)

        Applied will not hold any financial responsibility for FGI consisting of
        "off-the-shelf" Items.

2.2.1.1 WIP Tracking

          ASTeX is expected to monitor, track, and report their Work-In-Process
            ("WIP") inventory.

2.2.1.2 Excess and Obsolete Items

          Applied will not be responsible for excess and obsolete parts other
            than to the amounts specified above in Section 2.2.1, and in any
            event ASTeX must make all efforts to mitigate claims for "non-
            purchase".

                                       5

--------------
*****Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.

<PAGE>

          2.2.2 Responses Requirements

     Responses to the following types of inquiries are expected within the time
     periods in the tables below.

            2.2.2.1 ASTeX Response Time

-----------------------------------------------------------------------
Inquiry Type             Applied Response Time       Applied Contact
-----------------------------------------------------------------------
Lead-time                        *****                Master Planner
-----------------------------------------------------------------------
Technical                        *****                 Manufacturing
                                                          Engineer
-----------------------------------------------------------------------
Quotations                       *****               Customer Service
                                                      Representative
-----------------------------------------------------------------------
Quality                          *****              Quality Engineer
-----------------------------------------------------------------------
Price/invoice                    *****              Customer Service
                                                      Representative
-----------------------------------------------------------------------
Component failure                *****               Quality Engineer
-----------------------------------------------------------------------
Field Safety                     *****               Quality Engineer
-----------------------------------------------------------------------
Product Problems                 *****               Account Manager
-----------------------------------------------------------------------

            2.2.2.2  Applied Response Time

-----------------------------------------------------------------------
Inquiry Type             Applied Response Time      Applied Contact
-----------------------------------------------------------------------
Lead-time                        *****            ASTeX Account Team
                                                      Lead/Member
-----------------------------------------------------------------------
Technical                        *****            ASTeX Account Team
                                                      Lead/Member
-----------------------------------------------------------------------
Quality                          *****            ASTeX Account Team
                                                      Lead/Member
-----------------------------------------------------------------------
Price/invoice                    *****            ASTeX Account Team
                                                      Lead/Member
-----------------------------------------------------------------------

          2.2.3  Flexibility Requirements

          ASTeX is expected to perform regular capacity planning and to
          demonstrate upside/downside manufacturing flexibility in case of
          demand volume changes at Applied. For Bus Route Items, ASTeX shall be
          capable of manufacturing to unplanned sustained increases/decreases in
          demand above/below Applied's forecast as defined below. For Spot Buy
          Items, ASTeX allows the following increases/decreases to Purchase
          Order quantities above/below the quantities originally requested:

<TABLE>
<CAPTION>
          -----------------------------------------------------------------------------------------------------------------
          Weeks until
          Delivery Date       less than 1 week    less than 4 weeks   less than 8 weeks   less than 12 weeks    12+ weeks
          -----------------------------------------------------------------------------------------------------------------
          <S>                 <C>                 <C>                 <C>                 <C>                   <C>
          Flexibility +/-     *****               *****               *****               *****                 *****
          -----------------------------------------------------------------------------------------------------------------
</TABLE>

          As determined by Applied, ASTeX may be asked to provide logistics,
          quality engineering, and new product development support on-site at
          Applied's facilities. At the appropriate juncture, Applied will
          require ASTeX to execute the On-site Representative Agreement prior to
          issuing a building badge to ASTeX's representatives.

          2.2.5 Global Support

          For the Items listed in Attachment 1, and all other Items that ASTeX
          provides to Applied, ASTeX will provide support globally for Applied
          and Applied's customers. Specifically, Applied's requirements for
          global support are:

          In the event that Applied opens a new depot, based on specific
          customer requirements and/or product concentration, Applied and ASTeX
          will discuss the feasibility of ASTeX creating a supporting repair
          facility.

                                       6

--------------
*****Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.

<PAGE>

          New Repair Centers must be audited and approved by Applied's Installed
          Base System Support (IBSS) designated groups before repairing parts at
          new location, as specified in the IBSS Spares Quality System. Applied
          will at the beginning of this Agreement provide to ASTeX the auditable
          guidelines.

          Complete repair/refurbish and test to a like new condition of all
          ASTeX's products identified as repairable material by Applied before
          returning.

          ASTeX must have an established and deployed global service capability.
          The required support services must be available globally, however,
          ASTeX may utilize an ASTeX distributor, or other qualified entity
          designated by ASTeX to meet this requirement. Technical assistance and
          product support services shall be provided according to the below
          table. This table reflects technical support only, and repairs will be
          covered in the repair section (2.2.6).

--------------------------------------------------------------------------
 Technical Support Table:
--------------------------------------------------------------------------
 In Warranty:                           Normal Hours:       After Hours:
--------------------------------------------------------------------------
 Phone, Fax, and E-Mail Support                 *****              *****
--------------------------------------------------------------------------
--------------------------------------------------------------------------
--------------------------------------------------------------------------
 Out of  Warranty:                      Normal Hours:       After Hours:
--------------------------------------------------------------------------
 Phone, Fax, and E-Mail Support                 *****              *****
--------------------------------------------------------------------------
--------------------------------------------------------------------------
--------------------------------------------------------------------------

     ASTeX shall provide reasonable training to Applied personnel and its
     affiliates. ***** of training will be offered free of charge for each major
     product line in each of the following geographic areas: *****. Training
     will be performed by the local ASTeX personnel or Representative in the
     country where the training is to occur.

     Additional training will be offered by ASTeX at a certain rate per
     individual according to the local depots needs.

          2.2.6  Turn-around time for Repairs

          ASTeX will supply Applied with repair Items within ***** business days
          from receipt of product. Applied shall have the right to designate
          certain parts for a turnaround time of ***** for repair or
          replacement. The labor rate for repairs shall not exceed ***** for
          non-warranty repairs. If Applied-IBSS Division issues an large volume
          of returns due to an accumulative return, ASTeX will notify Applied of
          the turn around time for those repairs. All repaired parts will have a
          ******* Warranty.

2.3  Information
     -----------

          2.3.1  Applied Planning Systems

          ASTeX may be given electronic access to Applied's planning data. This
          access, if granted, should only be used to facilitate production and
          delivery of Items to support Applied's requirements. ASTeX's access
          to, and utilization of, Applied's planning data is subject to the
          confidentiality terms of this Agreement and any NDA.

          2.3.3  Applied New Product Plans

          ASTeX will, on occasion and at Applied's discretion, be invited to
          forums in which Applied's new product plans are shared. Any Applied
          new product plans provided to ASTeX is subject to the confidentiality
          provisions of this Agreement and any NDA.

2.4  Packaging and Transportation
     ----------------------------

          2.4.1  Packaging and Shipment

                                       7

--------------
*****Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.

<PAGE>

          ASTeX will have all Items packaged "ready for use" in accordance with
          Applied's packaging specification (Attachment 6). ASTeX will mark and
          identify every item in compliance with Applied's part identification
          specifications and requirements (reference Attachment 8).

          ASTeX is required to comply with IBSS's tie wrap requirements.

          2.4.2  Bar Coding

          All shipments should be bar coded to Applied's specifications
          (Attachment 5).

          2.4.3  Transportation Mode

          Items will be transported, FOB Origin, Freight Collect in accordance
          with Attachment A of Applied's Corporate Transportation Routing Guide
          which is provided in Attachment 7.

2.5  Payment
     -------

          2.5.1  Demand Signal

          Bus Route
          ---------

          ***** Applied sends via EDI transmission an order sheet to ASTeX
          containing Applied's material requirements information. This
          information is organized at the part-number level and represents
          Applied's daily purchase from ASTeX. This EDI transmission constitutes
          an authorized demand signal.

          Spot Buy
          --------

          As needed, Applied sends via EDI transmission an order sheet to ASTeX
          ---------------------------------------------
          containing Applied's material requirements information. This
          information is organized at the part-number level and represents an
          Applied purchase from ASTeX. This EDI transmission constitutes an
          authorized demand signal.

          2.5.2  Invoices

     Invoices shall contain the following information: purchase order number,
          item number, description of goods, sizes, quantities, unit prices, and
          extended totals in addition to any other information requested.
          Applied's payment of invoice does not represent unconditional
          acceptance of items and will be subject to adjustment for errors,
          shortages, or defects. Applied may at any time set off any amount owed
          by Applied to ASTeX against any amount owed by ASTeX or any of its
          affiliated companies to Applied.

     All invoices must be sent directly to Accounts Payable in Austin:

          Accounts Payable
          Applied Materials
          9700 US Highway 290 East M/S 4500
          Austin, TX 78724-1199

          2.5.3  Cash Discounts

          Payment will be made net thirty (30) days from receipt of:

            a.  invoice, in form and substance acceptable to Applied,  or
            b.  delivery and acceptance of the invoiced Item(s), whichever is
                later.

2.6  Disaster Recovery Plan
     ----------------------

     ASTeX is expected to develop and provide to Applied, upon request,
     reasonable information describing [provide evidence of] a disaster recovery
     plan that includes emergency back up capacity and appropriate record
     protection and recovery. Furthermore, ASTeX represents that its information
     systems are year 2000 compatible and hereby grants Applied the right to
     verify ASTeX's internal processes for ensuring compliance with this
     provision. ASTeX agrees to

                                       8

--------------
*****Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.

<PAGE>

     include this same requirement in its purchase orders to its supply base and
     to provide reasonable efforts to verify its supply base is compliant with
     the requirements herein.

2.7  Managing Exceptions
     -------------------

          2.7.1  Identifying constraints

          ASTeX is responsible for anticipating inability to perform its
          obligations and limitations on manufacturing, delivery and other
          performance to meeting CSA objectives, informing Applied when those
          constraints occur, and initiating action plans to resolve them.
          Constraints might typically include, but not be limited to:

            a.  Consumption over forecast
            b.  Consumption under forecast
            c.  Quality problems
            d.  Capacity/production problems
            e.  Secondary supplier supply-chain management problems
            f.  Other business issues

          2.7.2   Process for Exceptions

          Applied will work with ASTeXs to determine the impact of an exception
          and approve and execute or disapprove the action plans in accordance
          with Section 24, Changes, of Applied's Standard Terms and Conditions
          of Purchase. ASTeX will notify the ASTeX Account Team Lead as soon as
          exceptions are identified.

3.   Quality framework

3.1  Supplier Non-conformances and Corrective Action
     -----------------------------------------------

     ASTeX's quality must meet all applicable Applied specifications (including
     all technical specifications and detailed drawings). ASTeX is required to
     replace or repair defective Items at ASTeX's expense in a timely manner.
     ASTeX is required to use the most expeditious manner possible to affect the
     corrections including the use of overnight delivery services for shipment
     of Items; at Applied's request, in certain circumstances, ASTeX may be
     asked to provide new Items in lieu of repairing a part to ensure immediate
     corrective action.

     ASTeX will be notified of defects with a corrective action form to which
     they are expected to respond appropriately. A corrective action process to
     resolve non-conformances will be documented and used. In addition, ASTeX
     will participate in continuous improvement plans and programs as defined by
     Applied and ASTeX. Should ASTeX fail to conform to the specifications,
     Applied may purchase comparable items in the open market as necessary to
     meet its requirements.

3.2  Applied non-conformances and corrective action
     ----------------------------------------------

     Applied will return Items at Applied's expense that do not conform to
     Applied's requirements due to Applied errors. These Items will be returned
     for potential rework. Applied and ASTeX will agree in advance on "standard"
     repair costs (labor, Items and freight) on items not covered under
     warranty; the standard repair costs will be identified in the Items list
     (Attachment 1).

     To the extent that a "standard" repair cost has not been established, ASTeX
     will assess rework costs and timing and inform Applied before work is
     performed. The parties agree that under no circumstances will the total
     price charged for repairing a part exceed ***** of the current purchase
     price stated in Attachment 1. In the case the price of repair exceeds *****
     of the new purchase price, Applied will at its option elect not to repair
     the Item or will have the option to purchase a new Item according to
     Attachment I.

     Prior to return of repaired Items to Applied, ASTeX will mark each
     container with Applied's part number, ASTeX's serial number, and purchase
     order number. Applied shall bear the risk of loss or damage during transit
     of Items whether or not the Items meets warranty requirements.

     Repair quotes must be provided and approved by Applied's Repair Group
     designee as noted on the PO, prior to commencement of work and delivery of
     part. Non-repairable parts require approval/notification prior to the
     return of

                                       9

--------------
*****Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.

<PAGE>

     these parts to Applied. Also, repair quotes must included: purchase order
     number, line item number, Applied's RMA number, description of part,
     Applied's part number, ASTeX's serial number, description of repair, repair
     cost, and warranty expiration date. In the event the part has been sent in
     for evaluation for new, supplier shall also confirm if the part is new or
     used. Applied and supplier shall mutually agree upon a fixed cost for "
     Evaluation for New" parts.

     Packing slip must include Applied's purchase order number, Applied's RMA
     number, ASTeX's serial number, ASTeX's model number. If the Purchase Order
     designates Applied order type as customer paid repair, supplier shall add
     the suffix "R" after the part number, which identifies the part as customer
     owned material. If the part is NEW for Evaluation, no suffix is required.
     If the part is neither "R" or NEW, the default shall be a suffix of "W" for
     all Applied warranty pool parts. If the part is identified as "scrap" -non-
     repairable, supplier shall clearly mark on the packing slip and box "SCRAP-
     NON-REPAIRABLE".

     Repaired parts must include a Certificate of Compliance (C of C) and test
     data. In the case where a new part is sent for evaluation, supplier will so
     state, part is new and unused and the C of C shall so state. Applied and
     ASTeX will agree upon fix "evaluation fee" for new parts.

     ASTeX shall provide Failure Analysis (FA)/Repair Analysis (RA) if so
     requested on the Purchase Order. Non-warranty related FA/RA shall be
     mutually agreed to by Supplier and Applied prior to commencement, unless
     there is a fixed fee already established.

     In addition, as stated below in the quality assurance section, a corrective
     action process to resolve non-conformance(s) will be documented and used.

3.3  Quality Assurance
     ------------------

     All Items purchased under this CSA will be subject to inspection and test
     by Applied at appropriate time and place, including the period of
     manufacture and anytime prior to final acceptance. If inspection or test is
     made by Applied on ASTeX 's premises, ASTeX will provide all reasonable
     facilities and assistance for the safety and convenience of Applied's
     inspectors at no charge to Applied. No preliminary inspection or test shall
     constitute acceptance. Records of all inspection work shall be kept
     complete and available to Applied during the performance of this order and
     for such further period as Applied may determine.

     With regard to repair services, ASTeX shall maintain documentation
     evidencing that all test inspections have been performed. The documentation
     shall indicate the nature and number of observations made, the quantities
     approved and rejected as well as the nature of the corrective action taken.
     ASTeX's service centers shall be responsible for submitting this data for
     Applied's review of the delivery summaries. From time to time Applied may
     request the data be submitted to Applied's Engineering and Applied's IBSS
     Repairs Purchasing Group.

     At Applied's request, ASTeX will provide a certificate and/or a copy of the
     final inspection records showing compliance to applicable specifications,
     contract requirements and any other required documents stipulated in
     Applied's repair authorization. ASTeX also agrees to provide Applied with
     copies of its current procedures relative to repairs, range change and
     warranty repairs.

     Through ASTeX's internal Quality Service Organization, ASTeX will track and
     maintain its internal manufacturing reject rate by percentage of
     assemblies, and/or part per million ("PPM"). Trend reporting and corrective
     actions shall be furnished to Applied within 10 working days or as
     requested by Applied Purchasing or Quality representatives. ASTeX will
     provide quality data in the format, and as required by Applied. ASTeX may
     also be required to provide reasonable additional data to support
     qualification and certification programs.

3.4  Warranty
     --------

     ASTeX warrants that all Items delivered to Applied will be free from
     defects in workmanship, material, and manufacture; will comply with the
     requirements of this Agreement, and, where design is ASTeX's
     responsibility, will be free from defects in design. All services will be
     performed in a competent, professional and workmanlike manner, free from
     defects and in accordance with best professional practices or the like.
     ASTeX further warrants all Items purchased or repaired will be of
     merchantable quality and will be fit and suitable for the purpose intended
     by Applied. These warranties are in addition to all other warranties,

                                      10

<PAGE>

    whether expressed or implied, and will survive any delivery, inspection,
    acceptance, or payment by Applied. If any Items delivered by ASTeX do not
    meet the warranties specified herein or otherwise applicable, Applied may
    seek any remedies provided in this Agreement, including any of the
    following, at its option:

              (i)   require ASTeX to correct at no cost to Applied any defective
                    or non-conforming Items by repair or replacement, or
              (ii)  if ASTeX can not repair the Item under warranty within *****
                    days, Applied may return such defective or non-conforming
                    Item at ASTeX's expense to ASTeX and recover from ASTeX the
                    order price thereof, or
              (iii) correct the defective or non-conforming Item itself and
                    charge ASTeX with the cost of such correction

    All warranties will run to Applied and to its customers. Applied's approval
    of ASTeX's material or design will not relieve ASTeX of the warranties
    established in this agreement. In addition, if Applied waives any drawing or
    specification requirement for one or more of the goods, it will not
    constitute a waiver of all requirements for the remaining goods to be
    delivered unless stated by Applied in writing. Warranty length for all parts
    is listed in Attachment 1.

3.5 Other Quality Programs
--------------------------

        3.5.1 Supplier's Quality Systems Plan

        Supplier's quality system must be in compliance with ISO 9000.
        Certification to ISO 9000 is desired.

        Applied Materials quality requirements and workmanship standards shall
        be integrated into supplier's processes and identified accordingly. If
        ASTeX is manufacturing Applied critical parts, all data generated as a
        result of the critical manufacturing processes shall be collected,
        processed and used for process control and continuous improvement.
        Critical parts are defined as those parts deemed critical by Applied
        engineering to ensure the proper form, fit, and function of the
        component. Evidence of process control of critical processes is a
        requirement and the presence of control charts and statistical process
        control is required. Processes not exhibiting a process capability
        index, ***** will require a formal corrective action plan to achieve the
        required process control. The critical manufacturing processes are:

        *****
        *****

        3.5.2 Part Quality Containment

        Should Applied Materials identify a quality issue or problem on a piece
        part and requests the supplier to implement containment action on the
        part failure, supplier shall respond within ***** with a documented
        containment plan and shall have implemented the plan. Applied will
        review the plan and notify the supplier of acceptance. Supplier shall
        substantiate this containment plan with a closed loop corrective action
        identifying a permanent fix.

        3.5.3 Supplier Audits

        Applied Materials may conduct the following audits, deemed necessary, to
        ensure a high level of quality of parts and assemblies purchased from
        its suppliers.

                    3.5.3.1  Piece part audits: Piece part audits may be
                        performed by Applied's quality representative at the
                        supplier's site or at Applied Materials' facility after
                        part delivery. Supplier shall agree to respond and
                        commit to correct the part failures in a timely manner
                        as detailed by Applied Materials and to maintain the
                        required high piece part quality.

                    3.5.3.2  Process audits: When a systemic failure trend is
                        observed in the piece part or assembly supplied, Applied
                        Materials will request the supplier to identify the
                        processes which are causing the failure and Applied may
                        audit the suspected processes at the supplier's site.
                        Any deficiencies or opportunities

                                      11

--------------
*****Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.

<PAGE>

                        for improvements identified from the audit will be
                        discussed with the supplier so that a mutually agreed to
                        corrective action plan can be implemented. ASTeX will
                        initiate closed loop corrective action, specifying the
                        corrective action required with a specified timeline for
                        implementation. Supplier shall agree to work on the
                        corrective action and provide closure to all
                        deficiencies within the time period mutually agreed
                        upon.

                    3.5.3.3  System assessment: Applied Materials, at any time,
                         may decide to perform a quality system assessment at
                         the supplier site. Any deficiencies or opportunities
                         for improvements identified as a result of the
                         assessment will be discussed with the supplier and a
                         closed loop corrective action will be mutually agreed
                         upon to be established by ASTeX, specifying the
                         corrective action required with a specified timeline
                         for implementation. Supplier shall agree to work on the
                         corrective action and provide closure to all
                         deficiencies within the time period agreed upon.

                    3.5.3.4  Source Inspection

                    Applied Materials may, without prior notice to ASTeX,
                    conduct source inspection at the supplier's site at any
                    time. Performance of source inspection does not constitute
                    acceptance of the Items nor waive supplier responsibility
                    for any defects that might subsequently be identified by
                    Applied Materials or its customers.

           3.5.4  Applied Materials may develop or request supplier develop
           Inspection Standard Sheets ("ISS") on identified part numbers to be
           used in supplier's operation. ISS's will be utilized in final
           inspection, completed and records maintained as part of supplier's
           quality system. Templates for ISS may be provided by Applied
           Materials supplier quality organization.

           3.5.5  ASTeX is required to provide Applied Materials with a quality
           plan for the selection, control and maintenance of it's subtier
           suppliers. The quality plan will include requirements for ASTeX to
           conduct periodic quality testing of subtier supplier parts and
           assemblies to validate compliance with Applied Materials
           specifications. ASTeX shall demonstrate compliance to it's quality
           plan by establishing and maintaining an Approved Supplier List of
           subtier suppliers that have passed an on-site quality audit and that
           have no open corrective actions resulting from ASTeX's audit. ASTeX
           will, upon Applied Materials' request, provide evidence that ASTeX
           quality representatives have conducted periodic subtier supplier on-
           site audits and have validated with subtier suppliers that all
           subtier supplier corrective actions resulting from ASTeX's quality
           audits are closed in a timely manner.

           3.5.6  Supplier communication

           Supplier agrees to send a report on the Supplier's internal quality
           performance to Applied Materials quality representative on either a
           weekly or monthly basis the frequency of which is to be mutually
           agreed to between the quality engineering representatives from each
           party. Applied's quality engineer may schedule a periodic meeting
           with the supplier's representative managing the supplier's internal
           quality program to discuss the contents of Supplier's quality report,
           parts containment, closed loop corrective action, audit findings or
           any other issues related to quality.

           3.5.7  A formal quality plan will be developed jointly by the
           supplier and Applied Materials and will contain part and process
           specific requirements identified to ensure the manufacture of high
           quality parts. The supplier will perform to all requirements of the
           plan. Periodic assessments of the quality plan will be performed by
           the Applied supplier quality engineer to ensure conformance to all
           requirements. The completed plan will be an attachment to this
           contract and will be updated by the parties to reflect current ASTeX
           quality performance against plan.

           3.5.8  Suppliers shall provide to Applied Materials a quality plan
           for the control and maintenance of suppliers used to distribute and
           store product for shipment to Applied Materials. The plan shall
           include the requirement for periodic source inspection and audit of
           the distributor for proper storage, inventory control and shelf life
           control. The supplier will have the responsibility for the quality of
           product shipped from the distributor.

           3.5.9  ASTeX shall assure the implementation of all quality programs
           identified in the joint *****.

4.   Pricing framework

                                      12

--------------
*****Confidential treatment requested as to certain portions, which portions
are omitted and filed separately with the Commission.

<PAGE>

4.1  Pricing By Part Number
     ----------------------

     The pricing for the Items are shown in Attachment 1. Any modifications to
     these must be made in accordance with Section 7 of this Agreement. ASTeX
     commits to on-going cost improvement during the period of this Agreement in
     accordance with Section 6.

     At the time of the Agreement Effective Date, the remaining balance of
     undelivered items on all open purchase orders will be revised to the
     agreement price.

     Specific circumstances may result in a review of the agreement terms,
     including prices. These include, but are not limited to:

     a.   Volume increases resulting in an increase in agreement value of over
          *****% (subsequent to completion of negotiations on the existing
          prices);
     b.   Addition of Items to the agreement increasing the value of the
          Agreement over *****%;
     c.   Cost reductions/savings over and above those committed in the ASTeX
          performance plan.
     d.   Price reductions in accordance with Section 6, *****, of Applied's
          Standard Terms and Conditions of Purchase.

4.2  Cooperative Pricing Models/Formulas
     -----------------------------------

          Not Applicable

4.3  Volume
     ------

     ASTeX will be provided a range of potential volume that may be purchased.
     Applied does not commit to buy a specific volume of a part number from a
     ASTeX. Applied does not limit its ability to buy the same part number from
     multiple sources.

4.4  Export Pricing
     --------------

     ASTeX should quote Applied in unit prices based upon delivery FCA Free
     carrier. ASTeX is expected to prepare the export paperwork and be the
     exporter of record. ASTeX must utilize Applied's preferred carriers to
     arrange the export of the goods. Applied will pay the freight charges based
     on Applied's rates with its preferred carriers. Applied will be responsible
     for importing the goods into the destination country.

4.5  Currency
     --------

     All prices are quoted in US dollars; prices for foreign manufactured Items
     will not be adjusted to reflect changes in the exchange rate. ASTeX is
     encouraged to obtain any necessary currency exchange protection it deems
     appropriate

Prototypes
----------

     ASTeX is committed to price all prototypes consistent with contract prices.

4.7  Advances for Raw Materials
     --------------------------

     Applied does not provide advance payments for the purchase of raw
     materials.

5.   Technical framework

5.1  Engineering change orders
     -------------------------

     Applied may change its drawings, design, and specifications at any time in
     accordance with Section 25, Changes, of Applied's Standard Terms and
     Conditions of Purchase. Applied Supplier Engineer will review with ASTeX
     all

                                      13

--------------
*****Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.
<PAGE>

     proposed Engineering Change Orders (ECO's) that impact the form, fit, or
     function of Items. Applied will, in writing, provide approved ECO's and
     state the effectivity dates of all changes. Unless otherwise notified,
     Applied Receiving Inspection will inspect to the latest revision in effect
     at the time of receipt.

     ASTeX may request engineering changes via a ASTeX Problem Sheet. This form
     should be submitted to Applied Supplier Engineer. Changes shall not be
     implemented by ASTeX until written permission to proceed is given by
     Applied's authorized purchasing representative and the agreement is
     modified accordingly. Applied will consider claims for adjustment in the
     terms of this Agreement if made before the implementation of the changes.

5.2  Tooling
     -------

     Unless otherwise agreed to in writing, special dies, tools, patterns and
     drawings used in the manufacture of Items shall be furnished by and at the
     expense of, ASTeX.

5.3  Design Changes and Resolution
     -----------------------------

     For the term of this Agreement, ASTeX will not make changes to the design
     of any part that may alter form, fit, function or manufacturing process
     without a documented engineering change request and prior written approval
     from Applied's authorized purchasing representative and the agreement is
     modified accordingly.

     If Applied's design changes impact the pricing, delivery, lead-time, or
     other terms and conditions of this Agreement, and agreement upon alternate
     terms cannot be reached with ASTeX, then Applied may remove the subject
     Items from this Agreement without affecting the remaining Items.

                                      14


<PAGE>

5.4  Process Changes and Resolution
     ------------------------------

     ASTeX is expected to inform Applied of process and supplier changes to all,
     critical Items (to be defined by SMO), even when specifications are met.
     ASTeX must receive approval in writing from Applied before implementing
     changes.

5.5  Subcontracting
     --------------

     ASTeX shall not subcontract for completed or substantially completed Items
     supplied to Applied without prior written approval of Applied. ASTeX will
     ensure that all subcontractors to ASTeX that have access (directly or
     indirectly) to Applied specifications must be covered by a NDA that is
     similar in form and substance to Applied's NDA.

5.6  First Articles
     --------------

     A new Item, Item with revised drawings, or other changes as delineated
     above, must have a first article evaluated and accepted by Applied (a
     "First Article"). An Item will not be authorized for deliveries until
     acceptance of the First Article by Applied. ASTeX will maintain First
     Article qualifications/evidence data file with content as defined by
     Applied for the specific part. First Article data is to be made available
     to Applied upon request and shall be retained by ASTeX during the
     performance of this Agreement or subsequent agreements.

5.7  Outsourcing
     -----------

     Applied may at its discretion elect to outsource an assembly or module to a
     third party ("Subassembler") and if the selected assembly or module
     includes any Item under this CSA (an "affected Item"), Applied will advise
     ASTeX of the Subassembler, unless precluded from doing so by
     confidentiality or other requirements. ASTeX understands that the selection
     and responsibility for sourcing any affected Items will generally be the
     responsibility of the Subassembler. If ASTeX is not selected as the source
     for an affected Item, any affected Items or applicable quantities of
     affected Items may, at Applied's discretion, be removed from this
     Agreement.

5.8  Product Support
     ---------------

     ASTeX agrees to provide Items, and technical and service support to Applied
     for all of the Items for a minimum of ten years from the date of final
     shipment of a part to Applied. Alternatively, the parties may agree to
     establish a product support period less than ten years provided that ASTeX
     agrees to grant to Applied a non-exclusive license to make, have made, use,
     sell, and support the Items in a form and on terms acceptable to Applied.

5.9  Commodity Specific Issues
     -------------------------

        Reserved

5.10 Technology Roadmap
     -----------------

        Reserved

6.   Performance Management

6.1  Supplier Performance Plan
     -------------------------

     As part of this Comprehensive Supplier Agreement, Applied and ASTeX agree
     to jointly develop a Supplier Performance Plan. Attachment 9 outlines the
     performance plan.

6.2  Supplier Performance Management
     -------------------------------

        6.2.1  Metrics and Targets

        ASTeX agrees to the best of its abilities to perform to the operational
        performance measures defined below. Performance targets for FY2000 are
        listed. Intermediate performance targets are established in the Supplier

                                      15
<PAGE>

        Performance Management Plan. The following defines how Applied and ASTeX
        will measure performance metrics:

Applied agrees to use all reasonable efforts to assist ASTeX in meeting the
above performance criteria and resolve discrepancies should they occur.

7.   Amendments and Modifications

This CSA may be revised by the mutual consent of Applied and ASTeX. Revisions to
this CSA must be in writing, signed by both Applied and ASTeX duly authorized
representatives, traced by revision numbers and attached to this original
agreement. A change to one attachment of this agreement will constitute a
revision level change. The master copy of this CSA and any revisions are to be
maintained by Applied.

Updates to Section 2.2, Service levels, and changes may be communicated via
memos sent by mail, fax or e-mail.

8.   Glossary

        Not Applicable

9.   Acceptance

     Accepted:



     ______________________________      _________________________________
     Kristine Brock/Don Cook             Avishay Katz
     Supplier Manager for ASTeX          Senior Vice President
     Applied Materials, Inc.             Applied Science and Technology, Inc.
     OEM-Electrical SMO


Date:                                    Date:

                                      16
<PAGE>

          APPLIED MATERIALS STANDARD TERMS AND CONDITIONS OF PURCHASE
                               Table of Contents

<TABLE>
<CAPTION>
-------------------------------------------------------------
  Article                  Topic
                                                    Page #
-------------------------------------------------------------
<S>            <C>                                <C>
    1          Acceptance                         2
-------------------------------------------------------------
    2          Confidential and Proprietary       2
               Information
-------------------------------------------------------------
    3          Intellectual Property              3
-------------------------------------------------------------
    4          Patent License                     3
-------------------------------------------------------------
    5          Press Releases/Public              4
               Disclosure not Authorized
-------------------------------------------------------------
    6          *****                              4
-------------------------------------------------------------
    7          Duty Drawback                      4
-------------------------------------------------------------
    8          ODC Elimination                    5
-------------------------------------------------------------
    9          Compliance with Laws               5
-------------------------------------------------------------
    10         Equal Employment Opportunity       5
-------------------------------------------------------------
    11         Applicable Law                     5
-------------------------------------------------------------
    12         Notice of Labor Disputes           6
-------------------------------------------------------------
    13         Taxes                              6
-------------------------------------------------------------
    14         Responsibility for Goods           6
-------------------------------------------------------------
    15         Insurance                          6
-------------------------------------------------------------
    16         Change of Control                  7
-------------------------------------------------------------
    17         Assignments                        7
-------------------------------------------------------------
    18         Gratuities                         7
-------------------------------------------------------------
    19         Insolvency                         7
-------------------------------------------------------------
    20         Waiver                             8
-------------------------------------------------------------
    21         Disclaimer and Limitation of       8
               Liability
-------------------------------------------------------------
    22         Indemnity by Supplier              8
-------------------------------------------------------------
    23         Force Majeure                      8
-------------------------------------------------------------
    24         Changes                            9
-------------------------------------------------------------
    25         Termination for Default            9
-------------------------------------------------------------
    26         Termination for Convenience        9
-------------------------------------------------------------
</TABLE>

Page 1

--------------
*****Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.

<PAGE>

                                   EXHIBIT 1
              APPLIED MATERIALS TERMS AND CONDITIONS OF PURCHASE
              --------------------------------------------------


1.   Acceptance

     The terms and conditions stated in these Applied Materials Standard Terms
     and Conditions of Purchase become the agreement between the parties
     covering the purchase of the goods or services (collectively referred to as
     "Items") ordered in the Purchase Agreement/Comprehensive Supplier
     Agreement/Basic Supplier Agreement of which these Terms and Conditions are
     a part when this Agreement is accepted by acknowledgment or commencement of
     performance. This Agreement can be accepted only on these terms and
     conditions. Additional or different terms proposed by Supplier will not be
     applicable unless accepted in writing by the Buyer. No change,
     modification, or revision of this Agreement will be effective unless in
     writing and signed by duly authorized representative of Buyer.

2.   Confidential and Proprietary Information

     Supplier will observe and is bound by the terms and conditions of any and
     all Non-Disclosure Agreements (NDAs) executed by Supplier with or for the
     benefit of Buyer, whether now or hereafter in effect. In addition, all
     schematics, drawings, specifications and manuals, and all other technical
     and business information provided to Supplier by Buyer during the term of,
     or in connection with the negotiation, performance or enforcement of this
     Agreement shall be deemed included in the definition (subject to any
     applicable exclusions therefrom) of "Proprietary Information" for purposes
     of this Agreement.

     Supplier may use Buyer's Proprietary Information only for the purpose of
     providing Items, parts or components of Items or services to Buyer.
     Supplier will not discuss and further will not use any of Buyer's
     Proprietary Information, directly or indirectly, for any other purpose
     including, without limitation, (a) developing, designing, manufacturing,
     refurbishing, selling or offering for sale parts or components of Items or
     parts, or providing services, for or to any party other than Buyer, and (b)
     assisting any third party, in any manner, to perform any of the activities
     described herein . All Proprietary Information shall (a) be clearly marked
     by Supplier as Buyer's property and segregated when not in use, and (b) be
     returned to Buyer promptly upon request.

     Supplier acknowledges and agrees that Buyer would suffer irreparable harm
     for which monetary damages would be an inadequate remedy if Supplier were
     to breach its obligations under this provision. Supplier further
     acknowledges and agrees that equitable relief, including injunctive relief,
     would be appropriate to protect Buyer's rights and interests if such a
     breach were to arise, or threatened.

     Supplier will use reasonable efforts to notify Buyer of any third party
     requests to engage in any of the activities prohibited by this Article.

Page 2
<PAGE>

3.   Intellectual Property

     Nothing in this Agreement shall be deemed to grant to Supplier any license
     or other right under any of Buyer's intellectual property (including,
     without limitation, Buyer's patents, copyrights, trade and service marks,
     trade secrets, and Proprietary Information) for Supplier's own benefit or
     to provide or offer Items to any party other than Buyer.

     Other than the license rights granted to Buyer pursuant to section 4,
     nothing in this Agreement shall be deemed to grant to Buyer any license or
     other right under any of Supplier's intellectual property ( including,
     without limitations, Supplier's patents, copyrights, trade and service
     marks, trade secrets, and Proprietary Information).

     All Items supplied by Supplier and the sale of Items by Supplier and, as
     applicable, use thereof by Buyer or its subsequent purchasers or
     transferees will be free from liability for or claim by any persons of
     royalties, patent rights, copyright, trademark, mechanics' liens or other
     encumbrances, and trade secrets or confidential or proprietary intellectual
     property rights (collectively "rights" and "encumbrances"), and Supplier
     shall defend, indemnify and hold harmless Buyer against all claims,
     demands, costs and actions for actual or alleged infringements of patent,
     copyright, trademark or trade secret rights or other rights and
     encumbrances in the use, sale or re-sale of any Item which are valid at the
     time of or after the effective date of this Agreement; except to the extent
     that the infringement was unavoidably caused by Supplier's compliance with
     a detailed design furnished and required by Buyer or by Buyer's non-
     compliance with Supplier's prior written advice or warning of a possible
     and likely infringement. Notwithstanding the foregoing, Buyer agrees that
     Seller assumes no liability for patent infringement resulting from Buyer's
     processes or chemistries for the products supplied hereunder to the extent
     that Seller is not a party to the development of such processes or
     chemistries.

     At the request of Buyer, Supplier will provide to Buyer the most current
     and complete specifications and drawings (the "Drawings") for each Item
     manufactured or produced for Buyer that is based on Buyer's design or
     Drawings showing the complete specifications and design for the Item as
     manufactured or produced by Supplier. All Drawings and specifications that
     are of the Buyer's designs are the Proprietary Information of Buyer.
     Drawings and specifications that are of the Supplier's designs are
     Proprietary Information of the Supplier.

     Upon termination of this Agreement, Supplier will return all Applied
     Proprietary Information and documentation to Buyer. Notwithstanding this
     requirement, Supplier may request Buyer approval to destroy any Proprietary
     Information of Buyer that has become obsolete or outdated (e.g., financial
     projections, forecasts, et cetera); provided that Supplier certifies to
     Buyer the destruction of such Proprietary Information.

Page 3
<PAGE>

     Upon termination of this Agreement, Buyer will return all ASTeX Proprietary
     Information and documentation to Supplier. Notwithstanding this
     requirement, Buyer may request Supplier approval to destroy any Proprietary
     Information of Supplier that has become obsolete or outdated (e.g.,
     financial projections, forecasts, et cetera); provided that Buyer certifies
     to Supplier destruction of such Proprietary Information.

4.   Patent License

     Supplier, as part of the consideration for this Agreement and without
     further cost to Buyer, hereby grants to Buyer a royalty free right and
     license to use inventions of Supplier incorporated into Supplier's products
     sold hereunder to Buyer, and for Buyer to incorporate Supplier's products
     incorporating such inventions into its own products and sell same to
     Buyer's customers. In addition, Buyer's customers shall be licensed to use
     Supplier's products and all such incorporated inventions during the
     operation of Buyer's products.

5.   Press Releases/Public Disclosure Not Authorized

     Supplier will not, without the prior written approval of Buyer, issue any
     press releases, advertising, publicity, public statements or in any way
     engage in any other form of public disclosure that indicates the terms of
     this Agreement, Buyer's relationship with Supplier or implies any
     endorsement by Buyer of Supplier or Supplier's products or services.
     Supplier further agrees not to use, without the prior written consent of
     Buyer, the name or trademarks (including, but not limited to Buyer's
     corporate symbol). Any requests under this Section must be made in writing
     and submitted to the parties designated by Buyer for the review and
     authorization of such matters.

6.   *****

7.   Duty Drawback

     Supplier will provide Buyer with U.S. Customs entry data, including
     information and receipts for duties paid directly or indirectly on all
     Items that are either imported or contain imported parts or components,
     that Buyer determines is necessary for Buyer to qualify for duty drawback
     ("Duty Drawback Information"). This data will be provided to Buyer within
     fifteen (15) days after each calendar quarter [or fiscal year quarter of
     Buyer] and be accompanied by a completed Certificate of Delivery of
     Imported Merchandise or Certificate of Manufacture and Delivery of Imported
     Merchandise (Customs Form 331) as promulgated pursuant to 19 CFR 191.


8.   ODC Elimination

     In the event Supplier's goods are manufactured with or contain Class I ODCs
     as defined under Section 602 of the Federal Clean Air Act (42 USC Section
     7671a) and implementing regulations, or if Supplier suspects that such a
     condition exists,

Page 4

--------------
*****Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.

<PAGE>

     Supplier shall notify Buyer prior to performing any work against this
     Agreement. Buyer reserves the right to: (a) terminate all Agreements for
     such goods without penalties, (b) to return any and all goods delivered
     which are found to contain or have been manufactured with Class I ODCs, or
     (c) to terminate any outstanding Agreements for such goods without
     penalties. Supplier shall reimburse Buyer all monies paid to Supplier and
     all additional costs incurred by Buyer in purchasing and returning such
     goods.

9.   Compliance With Laws

     Supplier warrants that no law, rule, or ordinance of the United States, a
     state, any other governmental agency, or that of any country has been
     violated in supplying the goods or services ordered herein.

10.  Equal Employment Opportunity

     Supplier represents and warrants that it is in compliance with Executive
     Agreement 11246, any amending or supplementing Executive Agreements, and
     implementing regulations unless exempted.

11.  Applicable Law, Consent to Jurisdiction, Venue

     This Agreement shall be governed by, be subject to, and be construed in
     accordance with the internal laws of the State of California, excluding
     conflicts of law rules. The parties agree that any suit arising out of this
     Agreement, for any claim or cause of action, whether in contract, in tort,
     statutory, at law or in equity, shall exclusively be brought in the United
     States District Court for the Northern District of California or in the
     Superior or Municipal Courts of Santa Clara County, California, or in the
     United States District Court for the Western District of Texas, Austin
     Division, or the Texas State District Courts of Travis County, Texas,
     provided that such court has jurisdiction over the subject matter of the
     action. Each party agrees that each of the named courts shall have personal
     jurisdiction over it and consents to such jurisdiction. Supplier further
     agrees that venue of any suit arising out of this Agreement is proper and
     appropriate in any of the courts identified above; Supplier consents to
     such venue therein as Buyer selects and to any transfer of venue that Buyer
     may seek to any of such courts, without respect to the initial forum.

     With respect to transactions to which the1980 United Nations Convention of
     Contracts for the International Sale of Goods would otherwise apply, the
     rights and obligations of the parties under the Agreement, including these
     terms and conditions, shall not be governed by the provisions of the 1980
     United Nations Convention of Contracts for the International Sale of Goods;
     instead, applicable laws of the State of California, including the Uniform
     Commercial Code as adopted therein (but exclusive of such 1980 United
     Nations Convention) shall govern.

12.  Notice of Labor Disputes

Page 5
<PAGE>

     Whenever an actual or potential labor dispute, or any government embargoes,
     regulatory or tribunal proceedings relating thereto is delaying or
     threatens to delay the timely performance of this Agreement, Supplier will
     immediately notify Buyer of such dispute and furnish all relevant details
     regardless of whether said dispute arose directly, or indirectly, as a
     result of an actual or potential dispute within the Supplier's subtier
     supply base or its own operations.

13.  Taxes

     Unless otherwise specified, the agreed prices include all applicable
     federal, state, and local taxes. All such taxes shall be stated separately
     on Supplier's invoice.

14.  Responsibility for Goods; Risk of Loss

     Notwithstanding any prior inspections, Supplier shall bear all risks of
     loss, damage, or destruction to the Items called for hereunder until *****.
     These Supplier responsibilities remain with respect to any Items rejected
     by Buyer provided, however, that in either case, Buyer shall be responsible
     for any loss occasioned by the gross negligence of its employees acting
     within the scope of their employment. Items are not accepted by reason of
     any preliminary inspection or test, at any location.

15.  Insurance

     A.  Supplier shall maintain (i) comprehensive general liability insurance
         covering bodily injury, property damage, contractual liability,
         products liability and completed operations, (ii) Worker's Compensation
         and employer's liability insurance, and (iii) auto insurance, in such
         amounts as are necessary to insure against the risks to Supplier's
         operations.

     B.  Minimally, Supplier will obtain and keep in force, insurance of the
         types and in the amounts set forth below:

               Insurance                          Minimum Limits of Liability
               ---------                          ---------------------------

               Worker's Compensation              Statutory
               Employer's Liability               *****
               Automobile Liability               *****
               Comprehensive General Liability            *****
               (including Products Liability)
               Umbrella/Excess Liability          *****

     All policies must be primary and non-contributing, and shall include Buyer
     as an additional insured. Supplier also waives all rights of subrogation.
     Supplier will also require and verify that each of its major subcontractors
     carry at least the same insurance coverage and minimum limits or insurance
     as Supplier carries under this Agreement. Supplier shall notify Buyer at
     least thirty (30) days prior to the cancellation of or implementation of
     any material change in the foregoing policy

Page 6

--------------
*****Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.

<PAGE>

     coverage that would affect the Buyer's interests. Upon request, Supplier
     shall furnish to Buyer as evidence of insurance a certificate of insurance
     stating that the coverage would not be canceled or materially altered
     without thirty (30) days prior notice to the Buyer.

16.  Change of Control

     Supplier will notify Buyer immediately of any change of control or change
     (including any change in person or persons with power to direct or cause
     the direction of management or policies of Seller) or any change (***** or
     more) in the ownership of Supplier, or of any materially adverse change in
     Supplier's financial condition or in the operation of Supplier's business,
     including, but not limited to, Supplier's net worth, assets, production
     capacity, properties, obligations or liabilities (fixed or contingent)
     (collectively, a "change of control"). Notwithstanding any other rights
     Buyer may have under this Agreement, upon a change of control, Buyer may,
     in its discretion, renegotiate or terminate for convenience this Agreement.

17.  Assignments

     A.  No right or obligation under this Agreement shall be assigned by
         Supplier without the prior written consent of Buyer, and any purported
         assignment without such consent shall be void.

     B.  Buyer may assign this Agreement in whole or part at any time if such
         assignment is considered necessary by Buyer in connection with a sale
         of Buyer's assets, or a transfer of any of its contracts or obligations
         under such contracts, or a transfer to a third party of manufacturing
         activities previously conducted by Buyer.

18.  Gratuities

     Supplier warrants that it has not offered or given and will not offer or
     give any gratuity to induce this or any other agreement. Upon Buyer's
     written request, an officer of Supplier shall certify in writing that
     Supplier has complied with and continues to comply with this Section. Any
     breach of this warranty shall be a material breach of each and every
     agreement and contract between Buyer and Supplier.

19.  Insolvency

     The insolvency of Supplier, the filing of a voluntary or involuntary
     petition for relief by or against Supplier under any bankruptcy, insolvency
     or like law, or the making of an assignment for the benefit of creditors,
     by Supplier, shall be a material breach hereof and default.

20.  Waiver

Page 7

--------------
*****Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.

<PAGE>

     In the event Buyer fails to insist on performance of any of the terms and
     conditions, or fails to exercise any of its rights or privileges hereunder,
     such failure shall not constitute a waiver of such terms, conditions,
     rights or privileges.

21.  Disclaimer and Limitation of Liability

     In no event shall Buyer be liable for any special, indirect, incidental,
     consequential, or contingent damages (the foregoing being collectively
     called "Damages"), whether or not Buyer has been advised of the possibility
     of such damages, for any reason. Buyer excludes and Supplier waives any
     liability of Buyer for any "Damages", as so defined.

22.  Indemnity by Supplier

     Supplier shall defend, indemnify and hold harmless Buyer from and against,
     and shall solely and exclusively bear and pay, any and all claims, suits,
     losses, penalties, damages (whether actual, punitive, consequential or
     otherwise) and all liabilities and the associated costs and expenses
     (including reasonable attorney's fees, expert's fees, and costs of
     investigation; all of the foregoing being collectively called "Indemnified
     Liabilities"), to the extent such are caused by Supplier's breach of any
     term or provision of this Agreement, or in whole or in any part by any
     negligent, grossly negligent or intentional acts, errors or omissions by
     Supplier, its employees, officers, agents or representatives in the
     performance of this Agreement or that are for, that are in the nature of,
     or that arise under, strict liability or products liability with respect to
     or in connection with the Items. The indemnity by Supplier in favor of
     Buyer shall extend to Buyer, its officers, directors, agents, and
     representatives and shall include and is intended to include Indemnified
     Liabilities which arise from or are caused by, in whole or in part, the
     concurrent negligence, including negligence or gross negligence of
     Supplier, but shall not extend to Indemnified Liabilities to the extent
     such are caused by the negligence or willful misconduct of Buyer. Seller
     assumes no liability under this Indemnity for system failures, personal
     injury or property damage to the extent resulting from improper operation,
     improper maintenance, abuse or modifications from the original product
     specifications or configuration, on the part of Buyer.

23.  Force Majeure

     A failure by either party to perform due to causes beyond the control and
     without the fault or negligence of the party is deemed excusable during the
     period in which the cause of the failure persists. Such causes may include,
     but not be limited to, acts of God or the public enemy, acts of the
     Government in either sovereign or contractual capacity, fires, floods,
     epidemics, strikes, freight embargoes and unusually severe weather. If the
     failure to perform is caused by the default of a subcontractor, and such
     default arises out of causes beyond the control of both the Supplier and
     subcontractor, and without the fault or negligence of either of them, the
     Supplier will not be liable for any excess cost for failure to perform,
     unless the supplies or services to be

Page 8
<PAGE>

     furnished by the subcontractor were obtainable from other sources in
     sufficient time to permit the Supplier to meet the required delivery
     releases. When Supplier becomes aware of any potential force majeure
     condition as described in this Agreement, Supplier shall immediately notify
     Buyer of the condition and provide relevant details.

24.  Changes

     Buyer may at anytime, by a written order and without notice to sureties or
     assignees, suspend performance hereunder, increase or decrease the
     Agreement quantities, or make changes within the general scope of this
     Agreement in any one or more of the following:

     (a)  applicable drawings, designs, or specification;
     (b)  method of shipment or packing, and/or;
     (c)  place and date of delivery;
     (d)  place and date of inspection or acceptance.

     If any such change causes an increase or decrease in the cost of or time
     required for performance of the Agreement, an equitable adjustment shall be
     made in the Agreement price or delivery schedule, or both, and the
     Agreement shall be modified in writing accordingly. No claim by Supplier
     for adjustment hereunder shall be valid unless asserted within ****** days
     from the date of receipt by Supplier of the notification of change,
     provided, however, that such period may be extended upon the written
     approval of Buyer. However, nothing in this clause shall excuse Supplier
     from proceeding with the Agreement as changed or amended.

25.  Termination for Default

     (a)  Buyer may, by notice, terminate this Agreement in whole or in part (i)
          if Supplier fails to deliver goods or services on agreed delivery
          schedules or any installments thereof strictly within the time
          specified; (ii) if Supplier fails to replace or correct defective
          goods or services; (iii) if Supplier fails to comply strictly with any
          provision of, or repudiates this agreement, or (iv) Supplier defaults
          under, or any event or condition stated to be a default occurs under,
          any provision of the Agreement, including these Applied Materials
          Standard Terms and Conditions of Purchase.

     (b)  In the event of termination pursuant to this Section:

          (i)   Supplier shall continue to supply any portion of the Items
                contracted for under this Agreement that are not terminated;
          (ii)  Supplier shall be liable for additional costs, if any, for the
                purchase of such similar goods and services to cover such
                default;
          (iii) At Buyer's request Supplier will transfer title and deliver to
                Buyer (1) any completed goods, (2) any partially completed goods
                and (3) all unique materials. Prices for partially completed
                goods and unique materials so accepted shall be negotiated.
                However, such prices shall not exceed the Agreement price per
                item.

Page 9

--------------
*****Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.

<PAGE>

     (c)  Buyer's rights and remedies herein or otherwise stated in this
          Agreement, any Purchase Order, Comprehensive Supplier Agreement or
          Basic Supplier Agreement are in addition to and shall not limit or
          preclude resort to any other rights and remedies provided by law or in
          equity. Termination under this Agreement shall constitute
          "cancellation" under the Uniform Commercial Code.

26.  Termination for convenience

     (a)  Buyer may terminate, for convenience, work under this Agreement in
          whole or in part, at any time by written or electronic notice. Upon
          any such termination Supplier shall, to the extent and at the time
          specified by Buyer, stop all work on this Agreement, place no further
          orders hereunder, terminate work outstanding hereunder, assign to
          Buyer all Supplier's interests under terminated sub-contracts and
          Agreements, settle all claims thereunder after obtaining Buyer's
          approval, protect all property in which Buyer has or may acquire an
          interest, and transfer title and make delivery to Buyer of all Items,
          materials, work in process, or other things held or acquired by
          Supplier in connection with the terminated portion of this Agreement.
          Supplier shall proceed promptly to comply with Buyer's directions
          respecting each of the foregoing without awaiting settlement or
          payment of its termination claim.

     (b)  Within six (6) months from such termination, Supplier may submit to
          Buyer its written claim for termination charges, in the form and with
          supporting data and detail prescribed by Buyer. Failure to submit such
          claim within the prescribed time frame and with such items shall
          constitute a waiver of all claims and a release of all Buyer's
          liability arising out of such termination.

     (c)  The parties may agree upon the amount to be paid Supplier for such
          termination. If they fail to agree, Buyer shall pay Supplier the
          amount due for Items delivered prior to termination and in addition
          thereto but without duplication, shall pay the following amounts:

          (i)  The contract price for all Items completed in accordance with
               this Agreement and not previously paid for;
          (ii) The actual costs for work in process incurred by Supplier which
               are properly allocable or apportionable under Generally Accepted
               Accounting Principles (GAAP) to the terminated portion of this
               Agreement and a sum constituting a fair and reasonable profit on
               such costs. The Supplier agrees to keep true, complete, and
               accurate records in compliance with GAAP for the purpose of
               determining allocability of Suppliers costs under this agreement.
               Such records shall contain sufficient detail to permit a
               determination of the accuracy of the costs; Independent
               nationally recognized accountants (the "Auditor") designated by
               Buyer and reasonably acceptable to Supplier shall have the right,
               at Buyer's expense and upon reasonable notice, to conduct audits
               of all of the relevant books and records of Supplier in order to
               determine the accuracy and allocability of costs submitted by
               Supplier to Buyer under this provision.

Page 10
<PAGE>

          (iii) The reasonable costs of Supplier in making settlement hereunder
                and in protecting Items to which Buyer has or may acquire an
                interest.

     (d)  Payments made under subparagraphs (c)(i) and (c)(ii) shall not exceed
          the aggregate price specified in this Agreement, less payment
          otherwise made or to be made. Buyer shall have no obligation to pay
          for Items lost, damaged, stolen or destroyed prior to delivery to
          Buyer.

     (e)  The foregoing paragraphs (a) to (d) inclusive, shall be applicable
          only to a termination for Buyer's convenience and shall not affect or
          impair any right of Buyer to terminate this Agreement for Supplier's
          default in the performance hereof.

Page 11
<PAGE>

[LOGO]

APPLIED MATERIALS


                            APPLIED MATERIALS, INC.
                      Attachment 10 to Applied MPO 926021
                   Special Terms for Applied Part No. *****


This Attachment 10 represents the agreement (the "Agreement") of Applied
Materials ("APPLIED" or "APPLIED MATERIALS") and Applied Science & Technology,
Inc. ("ASTeX") concerning ASTeX's  manufacture and sale to APPLIED of ASTeX's
*****

Scope of Agreement

The only ASTeX product to which this Agreement relates is the following ASTeX
component, including related software: the ***** (as such item may be improved
from time to time during the Contract Period [as hereinafter defined] by ASTeX
or ASTeX and APPLIED acting in concert, the "Product"); additionally, the only
APPLIED application for the Product to which this Agreement relates is the
integration of the Product with Applied ****** for the purpose of *****
(hereinafter, the "Application"). APPLIED has assigned the following part number
to the Product *****.

This Agreement is an attachment to and is subject to the provisions and terms
and conditions of APPLIED MPO 926021 (which includes the Comprehensive Supplier
Agreement and Terms and Conditions)  (collectively, the "MPO"), and modifies the
MPO as provided herein.

ASTeX, for a minimum period of ***** years from the date of the MPO, will
provide for sale to APPLIED, all individual spare components for the Product.
The intent of this provision is so that APPLIED shall not be required to
purchase complete Products whenever individual Product components fail out of
warranty.

Product Pricing

In consideration of APPLIED's selection of ASTeX as a supplier of the Product as
provided above and APPLIED's other agreements set forth herein, ASTeX agrees
that the per unit price of the Product to APPLIED shall be the price set forth
on the following table (the "Price Table") for the indicated period of time,
subject to adjustment as hereinafter set forth:

     Applicable Period             Per Unit Price
     -----------------             --------------
     *****                         *****

If APPLIED shall have purchased an aggregate number of Products during *****,
the unit price for all additional units purchased during ***** shall be $*****,
subject to further reduction according to other applicable adjustment provisions
hereinafter set forth. If during the Contract Period APPLIED (i) shall have
purchased, or (ii) shall issue ASTeX a firm purchase order to purchase, a number
of Product units which, when aggregated with the number of Product units already
purchased or to be purchased under previously issued firm purchase orders,
determined on a calendar year basis, is equal to or greater than *****, the unit
price for all additional units purchased during the remainder of the Contract
Period and any extensions thereof shall be $*****.  Additionally, if, on or
before *****,  APPLIED shall present a forecast to ASTeX indicating that APPLIED
shall purchase at least *****, the unit price for all additional units purchased
as of *****0 and during the remainder of the Contract Period and any extensions
thereof shall be $*****.

All prices noted in this Agreement include any documentation or training
necessary to permit APPLIED to integrate the Product with the Application.
*****


Design Modification

Page 1 of 2

--------------
*****Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.

<PAGE>

[LOGO]

APPLIED MATERIALS



Additionally, the Parties agree that ASTeX shall provide APPLIED, on or before
*****, at no additional cost or charge of any kind, a design modification of the
Product as required to eliminate the requirement for *****.  *****. The affected
Products shall be shipped to ASTeX free of charge to APPLIED or its customers
for retrofitting; following retrofitting, the Products shall be shipped back to
the affected facilities free of charge.

Applied Materials, Inc.


By: ______________
Name: ____________
Title: ____________


ACCEPTED AND AGREED:

Applied Science & Technology, Inc.


By:     ___________________
Name:   ___________________
Title:  ___________________

Date:   _____________________

Page 2 of 2

--------------
*****Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Commission.

<PAGE>

<TABLE>
<CAPTION>
[LOGO] APPLIED MATERIALS               BILL TO:  ACCOUNTS PAYABLE MAILSTOP NO. 3200               PURCHASE ORDER
                                                 9700 U.S. HIGHWAY 290 EAST
                                                 AUSTIN, TX 78724-1102
                                                 PHONE (512) 272-1000   FAX (512) 272-3000           No. 926021

                                 ---------------------------------------------------------------
To:  ASTeX                        SHIP TO: 9700 U.S. Highway 290 East, Bldg 36, AUSTIN TX 78724
                                 ---------------------------------------------------------------
     35 Cabot Drive
     Woburn, MA 01801-1053             SHIP TO ABOVE ADDRESS UNLESS OTHERWISE NOTED BELOW
                                 ---------------------------------------------------------------
     Attn.: Avi Katz                                                                                 DATE: 09/24/99

--------------------------------------------------------------------------------------------------------------------------
                                                TERMS             INSP. CODE     RESALE NO. 3-00103-8201-5
 CONFIRMING:   Norman Butler    BY       PL     See Contract                     TAXABLE [ ]    RESALE  [X]    PPD
--------------------------------------------------------------------------------------------------------------------------
 ITEM NO.   QUANTITY   UNIT     AMI PART NO.    REV.                     DESCRIPTION                           DELIVERY
                                                                                                               SCHEDULE
--------------------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>      <C>             <C>               <C>                                          <C>

<CAPTION>
----------------------------------------------------
         SHIP VIA:              FOB
   COL [ ]    See Contract      See Contract
----------------------------------------------------
        ACCT. NO            UNIT PRICE    EXTENDED
                                            PRICE
----------------------------------------------------
<S>                         <C>           <C>

                    This Master Purchase Order and Sales Agreement 926021 is issued to ASTeX to initiate a
                    new contract between Applied Materials and ASTeX effective 5/27/99.



                    Ship To:    Applied Materials
                                9700 U.S. Highway 290 East
                                Building 36 Warehouse
                                Austin, Texas 78724
                                          or
                                Applied Materials, Bldg. 17, 2821 Scott Blvd., Santa Clara, CA 95060

                                                     Estimated 3 Year Contract Value   $142,000,000

---------------------------------------------------------------------------------------------------------------------
   NOTE: APPLIED MATERIALS WILL NOT BE LIABLE FOR GOODS, SERVICES, COSTS OR EXPENSES WHICH HAVE NOT BEEN AUTHORIZED
                                          BY APPLIED MATERIALS PURCHASING PERSONNEL.
---------------------------------------------------------------------------------------------------------------------
                                                                      [LOGO]  APPLIED MATERIALS

THIS ORDER CAN BE ACCEPTED ONLY UPON THE TERMS AND CONDITIONS                               _________________________
SPECIFIED ON THE FACE AND REVERSE SIDE HEREOF, INCLUDING SUCH                                 Acknowledged by Vendor
SPECIFICATIONS, DRAWINGS OR OTHER DOCUMENTS AS ARE INCORPORATED
HEREIN BY REFERENCE OR ATTACHED HERETO. READ THEM!                    By:________________   _________________________
                                                                              BUYER             Date Acknowledged
</TABLE>