EXHIBIT 10.2

ASECO CORPORATION

1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Amended and Restated Effective as of May 12, 1998)

     1.   PURPOSE.  This Non-Qualified Stock Option Plan, to be known as the
1993 Non-Employee Director Stock Option Plan (hereinafter, this "Plan") is
intended to promote the interests of Aseco Corporation (hereinafter, the
"Company") by providing an inducement to obtain and retain the services of
qualified persons who are not employees or officers of the Company to serve as
members of its Board of Directors (the "Board").

     2.   AVAILABLE SHARES.  The total number of shares of Common Stock, par
value $.01 per share, of the Company (the "Common Stock"), for which options
may be granted under this Plan shall not exceed 165,000 shares, subject to
adjustment in accordance with paragraph 10 of this Plan.  Shares subject to
this Plan are authorized but unissued shares or shares that were once issued
and subsequently reacquired by the Company.  If any options granted under this
Plan are surrendered before exercise or lapse without exercise, in whole or in
part, the shares reserved therefor shall continue to be available under this
Plan.

     3.   Administration.  This Plan shall be administered by the Board or by
a committee appointed by the Board (the "Committee").  In the event the Board
fails to appoint or refrains from appointing a Committee, the Board shall have
all power and authority to administer this Plan.  In such event, the word
"Committee" wherever used herein shall be deemed to mean the Board.  The
Committee shall, subject to the provisions of the Plan, have the power to
construe this Plan, to determine all questions hereunder, and to adopt and
amend such rules and regulations for the administration of this Plan as it may
deem desirable.

     4.   Granting of Options.

          (a)  Initial Grant.  On the effective date of a registration
statement on Form S-1 covering the initial public offering of the Company's
Common Stock (the "Effective Date"), each person who is then a member of the
Board, and who is not a current or former employee or officer of the Company,
shall be automatically granted, without further action by the Board, an option
to purchase 3,000 shares of the Common Stock.

          (b)  Initial Grant to New Directors.  Subject to the availability of
shares under this Plan, each person who is first elected as a member of the
Board after May 15, 1996 and during the term of this Plan, and who is not on
the date of such election a current or former employee or officer of the
Company, shall be automatically granted an option to purchase 15,000 shares of
the Common Stock on the date of his or her first election as a member of the
Board.

          (c)  Automatic Grants.  On April 30 of each year commencing April
30, 1999 and during the term of this Plan, each person who is then serving on
the Board, and who is not a current or former employee or officer of the
Company, shall automatically be granted an option to purchase 3,500 shares of
the Common Stock, subject to the availability of shares under this Plan.

          (d)  Initial Option Adjuster.  On May 15, 1996, each person who is
serving on the Board as of such date, who is not a current or former employee
or officer of the Company and who is to serve on the Board following the 1996
Annual Meeting of Stockholders of the Company shall automatically be granted
an option to purchase an additional 10,000 shares of Common Stock.

     Except for the specific options referred to above, no other options shall
be granted under this Plan.

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     5.   Option Price.  The purchase price of the stock covered by an option
granted pursuant to this Plan shall be 100% of the fair market value of such
shares on the day the option is granted.  The option price will be subject to
adjustment in accordance with the provisions of paragraph 10 of this Plan.
For purposes of this Plan, if, at the time an option is granted under the
Plan, the Company's Common Stock is publicly traded, "fair market value" shall
be determined as of the last business day for which the prices or quotes
discussed in this sentence are available prior to the date such option is
granted and shall mean (i) the average (on that date) of the high and low
prices of the Common Stock on the principal national securities exchange on
which the Common Stock is traded, if the Common Stock is then traded on a
national securities exchange; or (ii) the last reported sale price (on that
date) of the Common Stock on the Nasdaq National Market System, if the Common
Stock is not then traded on a national securities exchange; or (iii) the
closing bid price (or average of bid prices) last quoted (on that date) by an
established quotation service for over-the-counter National Market System.
If, at the time an option is granted under the Plan, the Company's stock is
not publicly traded, "fair market value" shall be the fair market value on the
date the option is granted as determined by the Board in good faith.

     6.   Period of Option.  Unless sooner terminated in accordance with the
provisions of paragraph 8 of this Plan, an option granted hereunder shall
expire on the date which is ten (10) years after the date of grant of the
option.

     7.   Vesting of Shares and Non-Transferability of Options.

          (a)  Vesting.  Options granted under this Plan shall not be
exercisable until they become vested.  Options granted pursuant to Sections
4(b), 4(c) and 4(d) of this Plan shall vest in the optionee and thus become
exercisable immediately by the optionee in two annual installments of 50% each
on the first and second anniversary of the date of grant.  Options granted
pursuant to Section 4(a) of the Plan shall be 100% vested on the date of grant
and thus be fully exercisable at any time prior to their expiration.

          (b)  Legend on Certificates.  The certificates representing such
shares shall carry such appropriate legend, and such written instructions
shall be given to the Company's transfer agent, as may be deemed necessary or
advisable by counsel to the Company in order to comply with the requirements
of the Securities Act of 1933 or any state securities laws.

          (c)  Non-transferability.  Any option granted pursuant to this Plan
shall not be assignable or transferable other than by will or the laws of
descent and distribution or pursuant to a domestic relations order and shall
be exercisable during the optionee's life time only by him or her.

     8.   Termination of Option Rights.

          (a)  In the event an optionee ceases to be a member of the Board for
any reason other than death or permanent disability, any then unexercised
portion of options granted to such optionee shall, to the extent not then
vested, immediately terminate and become void; any portion of an option which
is then vested but has not been exercised at the time the optionee so ceases
to be a member of the Board may be exercised, to the extent it is then vested,
by the optionee within two years of the date the optionee ceased to be a
member of the Board; and all options shall terminate after such two year
period has have expired.

          (b)  In the event that an optionee ceases to be a member of the
Board by reason of his or her death or permanent disability, any option
granted to such optionee shall be immediately, and automatically accelerated
and become fully vested and all unexercised options shall be exercisable by
the optionee (or by the optionee's personal representative, heir or legatee,
in the event of death) until the scheduled expiration date of the option.




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     9.   Exercise of Option.  Subject to the terms and conditions of this
Plan and the option agreements, an option granted hereunder shall, to the
extent then exercisable, be exercisable in whole or in part by giving written
notice to the Company by mail or in person addressed to Aseco Corporation, 500
Donald Lynch Boulevard, Marlboro, Massachusetts 01752, Attention: Chief
Financial Officer, stating the number of shares with respect to which the
option is being exercised, accompanied by payment in full for such shares.
Payment may be (a) in United States dollars in cash or by check, (b) in whole
or in part in shares of Common Stock of the Company already owned by the
person or persons exercising the option or shares subject to the option being
exercised (subject to such restrictions and guidelines as the Board may adopt
from time to time), valued at fair market value determined in accordance with
the provisions of paragraph 5 or (c) consistent with applicable law, through
the delivery of an assignment to the Company of a sufficient amount of the
proceeds from the sale of the Common Stock acquired upon exercise of the
option and an authorization to the broker or selling agent to pay that amount
to the Company, which sale shall be at the participant's direction at the time
of exercise.  There shall be no such exercise at any one time as to fewer than
one hundred (100) shares or all of the remaining shares then purchasable by
the person or persons exercising the option, if fewer than one hundred (100)
shares.  The Company's transfer agent shall, on behalf of the Company, prepare
a certificate or certificates representing such shares acquired pursuant to
exercise of the option, shall register the optionee as the owner of such
shares on the books of the Company and shall cause the fully executed
certificates(s) representing such shares to be delivered to the optionee as
soon as practicable after payment of the option price in full.  The holder of
an option shall not have any rights of a stockholder with respect to the
shares covered by the option, except to the extent that one or more
certificates for such shares shall be delivered to him or her upon the due
exercise of the option.

     10.  Adjustments Upon Changes in Capitalization and Other Matters.  Upon
the occurrence of any of the following events, an optionee's rights with
respect to options granted to him or her hereunder shall be adjusted as
hereinafter provided:

          (a)  If, after January 18, 1993, the shares of Common Stock shall be
subdivided or combined into a greater smaller number of shares or if the
Company shall issue any shares of Common Stock as a stock dividend on its
outstanding Common Stock, the number of shares of Common Stock deliverable
upon the exercise of options shall be appropriately increased or decreased
proportionately, and appropriate adjustments shall be made in the purchase
price per share to reflect such subdivision, combination or stock dividend.
No adjustment, however, shall be made for the 1-for-2.4 reverse split of the
Common Stock declared by the Board on January 18, 1993.

          (b)  Merger; Consolidation; Liquidation; Sale of Assets.  In the
event the Company is merged into or consolidated with another corporation
under circumstances where the Company is not the surviving corporation, or if
the Company is liquidated or sells or otherwise disposes of all or
substantially all of its assets to another corporation while unexercised
options remain outstanding under the Plan, (i) subject to the provisions of
clauses (iii),  (iv) and (v) below, after the effective date of such merger,
consolidation or sale, as the case may be, each holder of an outstanding
option shall be entitled, upon exercise of such option, to receive in lieu of
shares of Common Stock, shares of such stock or other securities as the
holders of shares of Common Stock received pursuant to the terms of the
merger, consolidation or sale; or (ii) the Board may waive any discretionary
limitations imposed with respect to the exercise of the option so that all
options from and after a date prior to the effective date of such merger,
consolidation, liquidation or sale, as the case may be, specified by the
Board, shall be exercisable in full; or (iii) all outstanding options may be
cancelled by the Board as of the effective date of any such merger,
consolidation, liquidation or sale, provided that notice of such cancellation
shall be given to each holder of an option, and each such holder thereof shall
have the right to exercise such option in full (without regard to any
discretionary limitations imposed with respect to the option) during a 30-day
period preceding the effective date of such merger, consolidation, liquidation
or sale; or (iv) all outstanding


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options may be cancelled by the Board as of the date of any such merger,
consolidation, liquidation or sale, provided that notice of such cancellation
shall be given to each holder of an option and each such holder thereof shall
have the right to exercise such option but only to the extent exercisable in
accordance with any discretionary limitations imposed with respect to the
option prior to the effective date of such merger, consolidation, liquidation
or sale; or (v) the Board may provide for the cancellation of all outstanding
options and for the payment to the holders thereof of some part or all of the
amount by which the value thereof exceeds the payment, if any, which the
holder would have been required to make to exercise such option.

          (c)  Issuance of Securities.  Except as expressly provided herein,
no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
subject to options.  No adjustments shall be made for dividends paid in cash
or in property other than securities of the Company.

          (d)  Adjustments.  Upon the happening of any of the foregoing
events, the class and aggregate number of shares set forth in paragraph 2 of
this Plan that are subject to options which previously have been or
subsequently may be granted under this Plan shall also be appropriately
adjusted to reflect such events.  The Board shall determine the specific
adjustments to be made under this paragraph 10 and its determination shall be
conclusive.

     11.  Restrictions on Issuance of Shares.  Notwithstanding the provisions
of paragraphs 4 and 9 of this Plan, the Company shall have no obligation to
deliver any certificate or certificates upon exercise of an option until one
of the following conditions shall be satisfied:

     (i)  The shares with respect to which the option has been exercised are
at the time of the issue of such shares effectively registered under
applicable Federal and state securities laws as now in force or hereafter
amended; or

     (ii) Counsel for the Company shall have given an opinion that such shares
are exempt from registration under Federal and state securities laws as now in
force or hereafter amended; and the Company has complied with all applicable
laws and regulations with respect thereto, including without limitation all
regulations required by any stock exchange upon which the Company's
outstanding Common Stock is then listed.

     12.  Representation of Optionee.  If requested by the Company, the
optionee shall deliver to the Company written representations and warranties
upon exercise of the option that are necessary to show compliance with Federal
and state securities laws, including representations and warranties to the
effect that a purchase of shares under the option is made for investment and
not with a view to their distribution (as that term is used in Securities Act
of 1933).

     13.  Option Agreement.  Each option granted under the provisions of this
Plan shall be evidenced by an option agreement, which agreement shall be duly
executed and delivered on behalf for the Company and by the optionee to whom
such option is granted.  The option agreement shall contain such terms,
provisions and conditions not inconsistent with this Plan as may be determined
by the officer executing it.

     14.  Termination and Amendment of Plan.  Options may no longer be granted
under this Plan after January 18, 2003, and this Plan shall terminate when all
options granted or to be granted hereunder are no longer outstanding.  The
Board may at any time terminate this Plan or make such modification or
amendment thereof as it deems advisable; provided, however, that the Board may
not, without approval by the affirmative vote of the holders of a majority of
the shares of Common Stock present in person or by proxy and entitled to vote
at the meeting, (a) increase the maximum number of shares for which options
may be granted under this Plan (except by adjustment pursuant to Section 10),
(b) materially modify the requirements as to eligibility to participate in
this Plan, (c) materially increase benefits accruing to option holders under
this Plan, or (d) amend this Plan in any manner which would cause Rule 16b-3
to become inapplicable to this Plan; and provided further that the provisions
of this Plan specified in Rule 16b-3(c)(2)(ii)(A) (or any


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successor or amended provision thereof) under the Securities Exchange Act of
1934 (including without limitation, provisions as to eligibility, amount,
price and timing of awards) may not be amended more than once every six
months, other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules thereunder.  Termination
or any modification or amendment of this Plan shall not, without consent of a
participant, affect his or her rights under an option previously granted to
him or her.

     15.  Withholding of Income Taxes.  Upon the exercise of an option, the
Company, in accordance with Section 3402(a) of the Internal Revenue Code, may
require the optionee to pay withholding taxes in respect of amounts considered
to be compensation includible in the optionee's gross income.

     16.  Compliance with Regulations.  It is the Company's intent that the
Plan comply with all respects with Rule 16b-3 under the Securities Exchange
Act of 1934 (or any successor or amended version thereof) and any applicable
Securities and Exchange Commission interpretations thereof.  If any provision
of this Plan is deemed not to be in compliance with Rule 16b-3, the provision
shall be null and void.

     17.  Governing Law.  The validity and construction of this Plan and the
instruments evidencing options shall be governed by the laws of The
Commonwealth of Massachusetts, without giving effect to the principles of
conflicts of law thereof.


Date Approved by Board of
Directors of the Company:          May 12, 1998

Date Approved by Stockholders
     of the Company:               August 11, 1998








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