<PAGE>


                                                                  
                                                                  EXHIBIT 10-41


IBIS TECHNOLOGY CORPORATION HAS OMITTED FROM THIS EXHIBIT 10.41 PORTIONS OF 
THE EXHIBIT FOR WHICH IT HAS REQUESTED CONFIDENTIAL TREATMENT FROM THE 
SECURITIES AND EXCHANGE COMMISSION. THE PORTIONS OF THE AGREEMENT FOR WHICH 
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED ARE MARKED [  ] AND SUCH 
CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION.


                            LICENSING AND DEVELOPMENT
                                    AGREEMENT
                                     between
                   INTERNATIONAL BUSINESS MACHINES CORPORATION
                                       and
                           IBIS TECHNOLOGY CORPORATION


                                       41

<PAGE>


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

Section Page

<S>                                                                    <C>
1. DEFINITIONS.......................................................  Page 1

2. PROGRAM...........................................................  Page 4

3. LICENSES..........................................................  Page 4

4. CONFIDENTIAL INFORMATION..........................................  Page 7

5. OWNERSHIP OF INTELLECTUAL PROPERTY AND TOOLS......................  Page 10

6. PAYMENT...........................................................  Page 11

7. TERM AND TERMINATION..............................................  Page 12

8. REPRESENTATIONS AND DISCLAIMERS...................................  Page 13

9. TECHNOLOGY TRANSFER AND TECHNICAL ASSISTANCE......................  Page 15

10. APPLICABLE LAW...................................................  Page 16

11. MISCELLANEOUS....................................................  Page 17

APPENDIX A SCHEDULE..................................................  Page 22

APPENDIX B DELVERABLES...............................................  Page 23

</TABLE>

                                       42

<PAGE>

This Licensing and Development Agreement ("Agreement") is made effective as of
March 1, 1998 ("Effective Date") by and between International Business Machines
Corporation (IBM), a New York corporation, having an office at 1580 Route 52,
Hopewell Junction, New York, United States of America and Ibis Technology
Corporation (IBIS), a Massachusetts corporation, having an office at 32 Cherry
Hill Drive, Danvers Massachusetts, United States of America, said named parties
being referred to hereinafter individually as a "Party" and collectively as the
"Parties".

WHEREAS, the Parties have developed expertise in the development and manufacture
of ion beam systems for implanting semiconductor wafers;

WHEREAS, IBM wishes to obtain a license to make and have made ion implanting
tools designed by IBIS;

WHEREAS, IBIS agrees to train IBM personnel in the design, manufacture,
operation and use of such tools;

WHEREAS, IBM wishes to obtain a license to make and have made improvements made
by IBIS in ion-implantation systems;

NOW, THEREFORE in consideration of the contributions of knowledge and skill in
the areas of their respective expertise, in the cooperative undertaking
specified hereunder, and in view of the mutual promises, commitments, and
efforts relating thereto, it hereby is agreed between the Parties hereto as
follows:

1        DEFINITIONS

         Words shall have their normally accepted meanings as employed in this
Agreement. The terms "herein", "hereunder" and "hereof", unless specifically
limited, shall have reference to the entire Agreement. The words "shall" and
"will" are mandatory, the word "may" is permissive, the word "or" is not
exclusive, the words "includes" and "including" are not limiting and the
singular includes the plural. The following terms shall have the described
meanings:

         1.1      "Affiliate" shall mean a corporation, company or other entity:

                  1)    more than twenty-five percent (25%) of whose
                        outstanding shares or securities (representing the
                        right to vote for the election of directors or other
                        managing authority) are, now or hereafter, owned or
                        controlled, directly or indirectly, by a Party
                        hereto, but such corporation, company or other entity
                        shall be deemed to be an Affiliate only so long as
                        such ownership or control exists; or

                  2)    which does not have outstanding shares or securities,
                        as may be the case in a partnership, joint venture or
                        unincorporated association, but more than twenty-five
                        percent (25%) of whose ownership interest
                        representing the right to make the decisions for such
                        corporation, company or other entity is, now or
                        hereafter, owned or controlled, directly or
                        indirectly, by a Party hereto, but such corporation,
                        company or other entity shall be deemed to be an
                        Affiliate 


                                       43

<PAGE>

                         only so long as such ownership or control exists; or

                         [       ]

         1.2      "Background Intellectual Property Rights" shall mean
                  Intellectual Property Rights that are owned by a Party or
                  Parties and are created outside the course and scope of the
                  Program.

         1.3      "Change of Control" shall mean one (1) transaction or a series
                  of related transactions which results in a third Party
                  obtaining, directly or indirectly, (a) thirty (30) percent or
                  more of the ownership of the outstanding voting shares or
                  other ownership interest of, or (b) the right to manage the
                  business or control the disposition of assets of, or (c)
                  Control of a Party.

         1.4      "Confidential Information" shall mean technical and business
                  information disclosed within the course and scope of the
                  Program by or on behalf of a Party that is embodied in
                  tangible form and marked as specified in Section 4.6 of this
                  Agreement.

         1.5      "Control" shall mean the power to direct the affairs of a
                  Person by reason of ownership of voting stock, by asset
                  acquisition, contract or otherwise.

         1.6      "Deliverables" shall mean drawings, data, algorithms, computer
                  source and object code, reports, documentation and the like
                  pertaining to SIMOX systems (e.g. the IBIS 1000), as specified
                  in Appendix B.

         1.7      "Escrow Agent" shall mean Fort Knox Escrow Services, Inc.,
                  3539A Church Street, Clarkston, Georgia, 30021-1717, or such
                  other escrow agent as the Parties may later agree to use.

         1.8      "Improvement" shall mean any change, upgrade, modification or
                  revision to the Licensed Technology and/or in the field of
                  SIMOX put into commercial use by a Party during the Term, or
                  which such Party acquires the right to license during the
                  Term. Improvements shall not include any change, upgrade,
                  modification or revision to the Licensed Technology that a
                  Party is contractually prohibited by a Prior Agreement from
                  providing to a third Party. In the case of information
                  disclosed by IBM, Improvements shall exclude information on
                  the operation of ion-implanting systems or other processing of
                  integrated circuit wafers, e.g. annealing, which IBM shall
                  have no obligation to provide or to disclose hereunder. For
                  the avoidance of doubt, Improvements shall include know-how or
                  other information contained in a new model SIMOX system sold
                  by IBIS during the Term.

         1.9      "Intellectual Property Rights" shall mean patent rights,
                  rights under copyright, and other rights in Inventions and
                  confidential information.

         1.10     "Licensed Patents" shall mean all patents, including utility
                  models and design patents, issued or issuing on patent
                  applications worldwide that claim inventions having an


                                       44

<PAGE>

                  effective filing date prior to the expiration of the Term,
                  under which patents or the applications therefor a Party has
                  the right, at any time during the Program, to grant licenses
                  to the other Party of the scope granted herein and any
                  continuation, continuation-in-part, divisional, reissue,
                  reexamination and any equivalents thereof. The term "Licensed
                  Patents" shall also include any patent reissuing on any of the
                  aforesaid patents. The term "Licensed Patents" shall include
                  patents which such grant or the exercise of rights thereunder
                  would result in the payment of royalties or other
                  consideration by a Party to third parties, provided that such
                  Party shall have notified the other Party of the requirement
                  of compensation and the other Party shall have consented to
                  compensate such Party for such consideration.

         1.11     "Licensed Product" shall mean a SIMOX system that
                  substantially conforms to the Licensed Technology (including
                  Improvements).

         1.12     "Licensed Technology" shall mean: a) know-how or other
                  information (e.g. computer software) contained in the
                  materials specified in Appendix B relating to the technology
                  to be transferred to IBM; and b) additional know-how or other
                  information transferred or otherwise disclosed in writing by
                  IBIS to IBM in providing technical assistance pursuant to
                  Section 9.

         1.13     "Material Default" shall mean the violation of or failure to
                  perform any material term or material covenant of this
                  Agreement by a Party.

         1.14     "Person" shall mean any individual, corporation, partnership,
                  joint venture, trust, business association, governmental
                  entity or other entity.

         1.15     "Prior Agreement" shall mean an agreement between a Party and
                  a third Party having a date of execution prior to the
                  Effective Date of this Agreement.

         1.16     "Program" shall mean the cooperative undertaking by the
                  Parties, in which IBIS discloses to IBM and trains IBM's
                  employees in the Licensed Technology including, at IBM's
                  option, IBM's making or having made and testing a Licensed
                  Product.

         1.17     "SIMOX" shall mean the implanting of oxygen ions into a
                  silicon wafer to form a layer of insulator underneath a device
                  layer of silicon and SIMOX system shall mean a system for
                  SIMOX.

         1.18     "Subsidiary" shall mean an Affiliate more than fifty percent
                  (50%) of whose outstanding shares, securities or ownership
                  interest are, now or hereafter, owned or controlled, directly
                  or indirectly, by a Party hereto, but such corporation,
                  company, or other entity shall be deemed to be a Subsidiary
                  only so long as such ownership or control exists.

         1.19     "Term" shall mean the period of time this Agreement is in
                  effect, which shall commence on the Effective Date and
                  continue until December 31, 2005, unless 


                                       45

<PAGE>

                  sooner terminated pursuant to the provisions of Section 7.

2        PROGRAM

         2.1      Each Party shall perform its tasks in the course of the 
                  Program as specified in Appendix A.

                  2.1.1 IBIS and IBM will make commercially reasonable efforts
                  to meet the schedule specified in Appendix A.

                  2.1.2 Upon exercise by IBM of either Option A or Option B as
                  set forth in Section 3.5, IBIS will give technical assistance
                  to IBM as specified in Section 9.

         2.2      Each Party shall have a Program Manager and a Technical 
                  Coordinator as follows:

                       For IBIS:  Program Manager:        Al Alioto
                       Technical Coordinator:             Al Alioto
                       For IBM:  Program Manager:         H. C. Calhoun
                       Technical Coordinator:             Devendra Sadana

                  Each Party may change its Program Manager and/or Technical
                  Coordinator by giving written notice to the other Party.

         2.3      Each of the Program Managers shall be responsible for the
                  representation of his Party's interest in the Program. The
                  Program Managers shall meet on a regular basis to review
                  progress.

         2.4      The Technical Coordinators or their designees shall supervise
                  the exchange of information during the Program.

         2.5      Each Party shall bear its own expenses in performing its tasks
                  in the course of the Program.

3        LICENSES

         3.1      IBIS hereby grants to IBM an irrevocable, worldwide,
                  royalty-bearing, nonexclusive license, exercisable as
                  specified below, under IBIS's applicable patent and trade
                  secret rights in Licensed Patents, Licensed Technology [ ] to:
                  (a) make, have made, use and practice any process in the use
                  of SIMOX systems and components thereof; (b) lease, sell, or
                  otherwise transfer SIMOX systems and components thereof to
                  Affiliates; and (c) sublicense such Affiliates to use and
                  practice any process in the use of such SIMOX systems and
                  components thereof. For the avoidance of doubt, IBM agrees
                  that the foregoing right to sublicense Affiliates does not
                  include the right to license Affiliates to make or have made a
                  SIMOX system. For the further avoidance of doubt, IBM agrees
                  that it is not permitted to act under the foregoing license
                  until it has elected one of the options set forth in Section
                  3.5.


                                       46

<PAGE>

         3.2      IBIS hereby grants to IBM an irrevocable, worldwide,
                  nonexclusive, license, exercisable as specified below, under
                  IBIS's copyrights in computer software or other works of
                  authorship disclosed by IBIS hereunder or delivered by IBIS to
                  IBM in connection with the sale of a SIMOX system to IBM to
                  copy and make derivative works of such software or other works
                  of authorship and to distribute such copies and derivative
                  works within IBM and to Affiliates, subject to the following
                  condition:

                  IBM may grant sublicenses under IBIS's copyrights in software
                  in object code format necessary for the operation of a SIMOX
                  system to its Affiliates' purchasing systems licensed
                  hereunder. Each license, agreement form, when executed with
                  customers, shall contain terms that are legally sufficient to:

                  (a)   authorize the customer to use software sublicensed from
                  IBIS and supplied to it by or for IBM for operating a SIMOX
                  system sold hereunder for SIMOX and for no other purpose;

                  (b)   authorize the customer to make copies of each authorized
                  product copy for backup purposes only; and

                  (c)   prohibit further copying and/or transfer of the product;
                  and

                  (d)   prohibit reverse assembly, reverse compilation, or other
                  translation of product code or any portion thereof.

                  For the avoidance of doubt, IBM agrees that it is not
                  permitted to act under the foregoing license until it has
                  elected one of the options set forth in Section 3.5.

         3.3      No license or immunity is extended by a Party either directly
                  or by implication, estoppel, or otherwise except as explicitly
                  set forth herein.

         3.4      IBM hereby grants to IBIS an irrevocable, royalty-free,
                  worldwide, nonexclusive license, exercisable as specified
                  below, under IBM's Intellectual Property Rights in [ ] that
                  pertain to the structure of a SIMOX system to: (a) make and
                  have made and (b) use, lease, sell, or otherwise transfer
                  SIMOX systems and components thereof. This license shall be
                  for the sale or other transfer of SIMOX systems only to IBM
                  and Affiliates for an initial period of [ ] after disclosure
                  of such [ ], after which initial period, IBIS may incorporate
                  such [ ] in a system sold to any customer. For the avoidance
                  of doubt, this license granted by IBM does not cover
                  Intellectual Property Rights pertaining to methods of
                  operation of an ion-implanting system or to processes used in
                  making or treating wafers and/or integrated circuits.

         3.5      IBM shall have the option, to be exercised in its sole
                  discretion and at any time, to elect either License Option A
                  or License Option B by delivery of a written notice to IBIS.
                  Exercise of Option A or Option B shall be subject to the
                  conditions of Section 3.5.1 or Section 3.5.2, as the case may
                  be.


                                       47
<PAGE>

         3.5.1          License Option A

                  IBM may exercise its license under License Option A by
                  delivery of written notice to IBIS and to the Escrow Agent.
                  The Escrow Agent shall immediately deliver the escrow
                  documentation to IBM upon receipt of notice. The consent of
                  IBIS is not required for delivery of the documentation under
                  this License Option A and IBIS hereby waives any right it may
                  have to object to such transfer. The royalty payments under
                  this License Option A shall be as specified in Section 6. Upon
                  receipt of notification, IBIS shall provide the training and
                  Technical Assistance specified in Appendix A at times mutually
                  agreed on but no later than the times specified in Appendix A.

         3.5.2          License Option B

                  IBM may, in its sole discretion, exercise its license under
                  License Option B by delivery of written notice to the Escrow
                  Agent stating: a) [ ]; or b) that IBIS has failed to satisfy
                  one or more of the following conditions and IBIS has not cured
                  such failure within [ ] days after notification by IBM of the
                  failure.

         3.5.2.1        The conditions are that IBIS:

         (a)      [   ]

         (b)      [   ]

         (c)      [   ]

         (d)      [   ]

                  The Escrow Agent shall immediately deliver the escrow
                  documentation to IBM upon receipt of notice. The consent of
                  IBIS is not required for delivery of the documentation under
                  this License Option B. IBIS hereby waives any right it may
                  have to object to or otherwise prevent the Escrow Agent from
                  completing such transfer and agrees that its only recourse
                  against IBM in the event of a dispute concerning such transfer
                  shall be a claim against IBM for monetary damages. The royalty
                  payments shall be as specified in Section 6. IBIS shall
                  deliver the training and Technical Assistance specified in
                  Appendix A at times mutually agreed on but no later than the
                  times specified in Appendix A.

         3.6      IBIS agrees, within [ ] days after the last signature date of
                  this Agreement, to review with IBM at IBIS' place of business
                  the documentation and updates thereof listed in Appendix B.
                  After such review, IBIS shall transmit such documentation to
                  an Escrow Agent chosen by mutual agreement of the Parties.
                  Such Escrow Agent shall hold such documentation pursuant to an
                  escrow agreement to be executed concurrently herewith. The
                  parties shall share the cost of the escrow equally. For
                  convenience in administration, IBIS shall pay the escrow Agent
                  and invoice IBM for its share of the 


                                       48

<PAGE>

                  payment. The Parties agree that such escrow agreement shall
                  permit IBM to inspect (but not copy) the documentation at the
                  Escrow Agent's premises.

         3.7      IBIS represents and agrees that it will not initiate any work
                  (or otherwise take any steps in reliance) on a SIMOX system
                  for sale to IBM unless and until IBIS has received an
                  applicable written purchase order from IBM. IBM shall have no
                  obligation to exercise any of the options granted to it under
                  this Agreement.

4        CONFIDENTIAL INFORMATION

         4.1      The prior Confidential Disclosure agreement between the
                  Parties concerning confidential information is terminated as
                  of the Effective Date and any information disclosed thereunder
                  shall be deemed to be disclosed under this Agreement as of the
                  Effective Date. The confidentiality provisions of the
                  Equipment Procurement Master Agreement between the Parties
                  having an effective date in May, 1996 are superseded only with
                  respect to Confidential Information disclosed under and marked
                  in accordance with this Agreement.

         4.2      Subject to the provisions of Section 3, for a confidentiality
                  period as set forth below, the receiving Party agrees to use
                  the same care and discretion to safeguard Confidential
                  Information of the disclosing Party and to avoid release of
                  such Confidential Information outside of the receiving Party
                  as it employs with similar embodiments of information of its
                  own which it does not desire to publish, disclose, or
                  disseminate, but in no event less than reasonable care.

         4.3      Obligations of confidentiality and restricted use set forth
                  herein shall extend until December 31, 2008.

         4.4      The obligations of confidentiality herein shall not apply to
                  information that:

                      (a)   Is already in the possession of the receiving Party
                  r any of its Subsidiaries without obligation of confidence;

                      (b)   Is independently developed by the receiving Party
                  r any of its Subsidiaries;

                      (c)   Is or becomes publicly available without breach of
                  his Agreement;

                      (d)   Is rightfully received by the receiving Party from
                   third Party;

                      (e)   Is released for disclosure by the disclosing Party
                  ith its written consent;

                      (f)   Is required to be disclosed in a patent
                  pplication; or

                      (g)   Is inherently disclosed in the use, lease, sale, or
                  ther distribution of any present or future product or
                  service by or for the receiving Party or any of its
                  Affiliates.


                                       49

<PAGE>

         4.5      All disclosures of Confidential Information by IBIS or IBM, as
                  the disclosing Party, shall be made by or under the
                  supervision of its Technical Coordinator, or his designee, to
                  the receiving Party's Technical Coordinator, or his designee.
                  In the event of inadvertent disclosure, either Party may give
                  notice to the other Party that such inadvertently disclosed
                  information was confidential and the receiving Party
                  thereafter shall treat in good faith such information as
                  Confidential Information.

         4.6      All disclosures of information will be deemed to be
                  non-confidential unless specifically designated at the time of
                  disclosure (as provided in Section 4.7 below) as including the
                  Confidential Information of a Party.

         4.6.1    Notwithstanding the foregoing, Inventions created and
                  Confidential Information disclosed in the course of joint work
                  or discussions between the Parties shall be deemed to be the
                  Confidential Information of the employer(s) of the individuals
                  creating them, whether or not the pertinent information is
                  marked or summarized in a resume. The Parties agree to make
                  reasonable efforts to document and mark such joint work or
                  discussions.

         4.7      Information, including Confidential Information, of a Party
                  shall be disclosed in writing in English (including such
                  information recorded in a medium such as a tape or disk),
                  which writing shall state the date of disclosure, that the
                  information contained therein is confidential and that it is
                  being disclosed pursuant to this Agreement, and shall contain
                  an appropriate legend, such as "IBIS Confidential
                  Information". If such disclosure is orally and/or visually
                  made, then it shall be confirmed in a written resume within
                  twenty (20) days following such disclosure. The resume will
                  specifically recite that information which is confidential.
                  Such resume will have such information that is confidential
                  identified as "IBIS Confidential (or IBM Confidential)
                  Information". The receiving Party may make a reasonable number
                  of copies of such writings or resumes.

         4.8      A receiving Party possessing Confidential Information of the
                  other Party may disclose it to a vendor or to a subcontractor
                  (or to a sublicensee that in turn may disclose to a vendor or
                  subcontractor), for the purpose of exercising the license
                  specified in Section 3. under restrictions on disclosure at
                  least as stringent as those set forth herein. The receiving
                  Party may only authorize such vendor, subcontractor or
                  sublicensee to use such Confidential Information only for the
                  benefit of such receiving Party. If disclosure is compelled as
                  testimony or evidence in a judicial or legislative proceeding,
                  the Party under compulsion to disclose shall immediately
                  notify the owner Party and shall avail itself of all
                  reasonable protection at the reasonable expense and with the
                  express prior concurrence in writing of the Party owning the
                  applicable Confidential Information, such as protective orders
                  or exemptions from Freedom of Information Act availability, as
                  may be reasonably available and effective to protect the
                  Confidential Information in question.

         4.9      It is understood that receipt of Confidential Information
                  under this Agreement will not create any obligation in any way
                  limiting or restricting the assignment and/or 




                                       50

<PAGE>

                  reassignment of IBIS employees within IBIS or IBM employees
                  within IBM.

         4.10     Each Party represents that it has, and agrees to maintain, an
                  appropriate agreement with each of its employees who may have
                  access to any Confidential Information sufficient to enable
                  each Party to comply with all the terms of this Agreement.

         4.11     All disclosures of information under this Agreement shall be
                  governed by the applicable statutes and regulations of the
                  United States Government regarding the export of technical
                  information. Each Party agrees to comply, and do all things
                  reasonably necessary for the other Party to comply, with all
                  applicable laws, regulations and ordinances of any country
                  having jurisdiction over the subject matter hereof, including
                  but not limited to the regulations of the United States
                  Department of Commerce and Department of State relating to the
                  export or re-export of technical data or the direct product
                  thereof, insofar as they relate to the activities to be
                  performed under this Agreement. Each Party agrees to obtain
                  any required government documents and approvals prior to the
                  export or re-export by it of any technical data disclosed to
                  it or the direct product related thereto.

         4.12     IBIS shall make available an initial data package [ ], as
                  specified in Section 3.6, Appendix A, and Appendix B, for
                  inspection and evaluation by IBM at IBIS' place of business
                  and subsequent transmission to the Escrow Agent. IBIS shall
                  promptly correct deficiencies in the data on IBM's request.
                  When IBM is satisfied that the data are adequate, IBIS shall
                  forward the data to the Escrow Agent.

         4.12.1   In the event that IBM exercises its license under Section
                  3.5.1 or 3.5.2, IBIS shall continue to deliver data updates,
                  which IBM may immediately use under the terms hereof.

         4.13     The conditions for release of data hereunder by the Escrow
                  Agent shall be as set forth herein and shall not be affected
                  by the existence of different conditions in, or by the status
                  of the escrow (i.e. whether released or not) under, the
                  Equipment Purchase Master Agreement. For the avoidance of
                  doubt, the data may be released under the Equipment Purchase
                  Master Agreement before or after the release of data
                  hereunder.

5        OWNERSHIP OF INTELLECTUAL PROPERTY

         5.1      Each Party shall have and retain the sole and exclusive
                  ownership of all Intellectual Property Rights that are made or
                  created solely by it or its employees or agents in the course
                  of the Program.

         5.2      Any Intellectual Property Rights made or created jointly by
                  the Parties or employees or agents of the Parties in the
                  course of the Program shall be owned jointly. Joint Inventions
                  shall be jointly owned, title to all patents issued thereon
                  shall be joint, all expense incurred in obtaining and
                  maintaining such patents, except as provided herein, shall be
                  jointly shared. Each Party shall have the unrestricted right
                  to license third parties under such jointly owned Intellectual
                  Property Rights without 


                                       51

<PAGE>

                  accounting.

         5.2.1    Unless otherwise agreed, joint owners of Intellectual Property
                  Rights shall engage outside counsel to perform tasks
                  associated with securing the legal protection of such
                  Intellectual Property Rights and shall share the costs thereof
                  equally. In the event that one Party elects not to seek patent
                  protection for any joint Invention in any particular country
                  or not to share equally in the expense thereof with the other
                  Party, the other Party shall have the right to seek or
                  maintain such protection at its own expense in such country
                  and shall have full control over the prosecution and
                  maintenance thereof even though title to any patent issuing
                  therefrom shall be jointly owned. Such one Party shall have no
                  obligation to pay expenses of securing and maintaining such
                  Intellectual Property Rights in any country unless it has so
                  agreed in writing.

         5.3      Each Party shall give the other Party all reasonable
                  assistance in obtaining patent protection and in preparing and
                  prosecuting any patent application filed by the other Party,
                  and shall cause to be executed assignments and all other
                  instruments and documents as the other Party may consider
                  necessary or appropriate to carry out the intent of this
                  Section 5.

6.       PAYMENT

         6.1      From and after the Effective Date, IBM shall pay to IBIS a
                  royalty comprising the amount listed in the appropriate column
                  of Table I for each Licensed Product made by or for IBM and/or
                  sold, leased or otherwise transferred or disposed of by or for
                  IBM.

                                       TABLE I

<TABLE>
<CAPTION>

             Number of
              Machines               Option A                Option B
                <S>                    <C>                     <C>
                [ ]                    [ ]                     [ ]
                [ ]                    [ ]                     [ ]
                [ ]                    [ ]                     [ ]
                [ ]                    [ ]                     [ ]
</TABLE>



         6.2      The royalty of Section 6.1 shall accrue when a Licensed
                  Product is first put into service by IBM or is first sold,
                  leased or otherwise transferred or disposed of by or for IBM.
                  For the purpose of determining such royalty, Licensed Products
                  shall be considered sold, leased or otherwise transferred or
                  disposed of when invoiced. If not invoiced, then Licensed
                  Products are to be considered sold, leased or otherwise
                  transferred or disposed of when delivered or when paid for, if
                  paid for before delivery. If not invoiced, delivered or paid
                  for before delivery, Licensed Products are to be considered
                  sold, leased or otherwise transferred or disposed of at the
                  earlier of when put into use or when possession is transferred
                  to a third Party. When Licensed 


                                       52

<PAGE>

                  Products are sold, leased or otherwise transferred or disposed
                  of in conjunction with other products or services provided,
                  sold, leased or otherwise transferred or disposed of by IBM,
                  IBM agrees to separately invoice such Licensed Products from
                  such other products or services.

         6.3      Accrued royalties shall be calculated and paid on a calendar
                  quarterly basis. Any royalties due IBIS for any calendar
                  quarter shall be paid to IBIS by [ ] days after the end of
                  each calendar quarter. IBM may deduct from the accrued
                  royalties calculation in this Section 6.3 those royalties
                  accrued on Licensed Products which have been returned to IBM
                  or for which credit allowances have been made.

         6.4      Within [ ] days of each calendar quarter, IBM shall furnish to
                  IBIS a written statement showing the Licensed Products that
                  were made, used, sold, leased and/or transferred or otherwise
                  disposed of during the immediately preceding calendar year and
                  the royalties payable thereon. If no royalties are payable,
                  that fact shall be shown on such statement.

         6.5      IBIS shall have the right, at its expense, to have an
                  independent accountant acceptable to IBM inspect relevant
                  records of IBM during normal business hours and on reasonable
                  notice, to verify that the number of SIMOX systems made by or
                  for IBM is as reported to IBIS, and for no other purpose. IBIS
                  shall require such accountant to execute an agreement
                  permitting disclosure of such number only to IBIS and its
                  counsel and prohibiting any other disclosure or use of any
                  information learned during such inspection, except in
                  connection of enforcing its rights under this Agreement. If
                  such audit reveals that IBM has underpaid the royalty due, IBM
                  shall pay the reasonable cost of the audit.

7.       TERM AND TERMINATION

         Either Party may terminate this Agreement for a Material Default as
provided herein:

         7.1      For a Material Default specified in Sections 7.1.1, the
                  non-defaulting Party may give written notice of such default
                  ("Notice of Default") to the defaulting Party. If a Notice of
                  Default is given and the defaulting Party should fail to cure
                  such default within [ ] days after the date of receipt of the
                  Notice of Default, the non-defaulting Party may terminate this
                  Agreement by a second written notice ("Notice of Termination")
                  to the defaulting Party.

         7.1.1    The parties agree that some of the grounds of Material
                  Default, for which a Party shall have the right to terminate
                  this Agreement per Section 7.1 are:

                  (a)    the other Party breaches its obligation to deliver
                  Licensed Technology, training and/or Improvements.

                  (b)    the other Party breaches its payment obligations under
                  Section 6.

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<PAGE>

         7.2      For a Material Default specified in Sections 7.2.1, the non-
                  defaulting Party may give to the defaulting Party a Notice of
                  Termination immediately terminating this Agreement.

         7.2.1    The parties agree that some of the grounds of Material
                  Default, for which a Party shall have the right to terminate
                  this Agreement immediately per Section 7.2 are:

                  (a)    the other Party engages in or suffers a Change of
                  Control.

                  (b)    the other Party breaches its obligation of
                  confidentiality under Section 4.

                  (c)    the other Party breaches the terms of its license
                  under Section 3.

         7.3      If this Agreement is terminated for Material Default;

                  (a)    the obligations of the Parties to deliver Improvements
                  shall terminate; and

                  (b)    the licenses granted in Section 3 and corresponding
                  payment obligations shall survive.

         7.4      In the event of termination by either Party for any reason,
                  all royalties, fees, and other payments due or accrued
                  hereunder as of the date of termination shall remain payable.

         7.5      Except as stated in Sections 7.3 and 7.4, to the extent a
                  particular right or obligation herein does not have a
                  specifically identified survival period, all rights and
                  obligations in this Section or in any other Section in this
                  Agreement which by their nature survive the termination of
                  this Agreement will remain in effect beyond any termination
                  for the time period reasonably necessary to accomplish their
                  purpose and shall bind and inure to the benefit of the
                  parties, their legal representatives and successors.

8.       REPRESENTATIONS AND DISCLAIMERS

         8.1      This Agreement is non-exclusive. IBIS and IBM recognize and
                  agree that each has been and may continue to be active in the
                  development of technology, and/or manufacture and sale of
                  products indirectly or directly relating to the technologies,
                  processes and products contemplated by this Agreement, and IBM
                  acknowledges and agrees that IBIS will be free in all respects
                  and not precluded by this Agreement to pursue such activities
                  independent of IBM, including with third parties, and further,
                  IBIS acknowledges and agrees that IBM will be free in all
                  respects and not precluded by this Agreement to pursue such
                  activities independent of IBIS, including with third parties.
                  Nothing in this Section 8.1 shall grant a Party any license
                  under the other Party's Intellectual Property Rights. Such
                  licenses are granted only as set forth explicitly elsewhere in
                  this Agreement.

         8.2      Nothing contained in this Agreement shall be construed as:


                                       54

<PAGE>

         8.2.1    conferring any rights to use in advertising, publicity, or
                  other marketing activities any name, trade name, trademark, or
                  other designation of either Party hereto, including any
                  contraction, abbreviation, or simulation of any of the
                  foregoing without prior mutual written agreement; or

                  8.2.2    conferring by implication, estoppel, or otherwise
                           upon either Party hereunder any license or other
                           right except the licenses and rights expressly
                           granted hereunder to a Party hereto or third parties;
                           or

                  8.2.3    a warranty that the recipient Party will successfully
                           manufacture products, or a particular volume of
                           products, based upon the Licensed Technology
                           transferred hereunder including transfer and
                           technical assistance; or

                  8.2.4    an obligation to bring or prosecute actions or suits
                           against third parties for infringement, or to defend
                           actions or suits from third parties for infringement,
                           or to secure and/or maintain any of its intellectual
                           property rights; or

                  8.2.5    in any way limiting the rights which a Party has
                           outside the scope of this Agreement.

         8.3      IBIS warrants that the data delivered hereunder and the
                  manufacture and operation of SIMOX systems made according to
                  such data does not infringe the Intellectual Property Rights
                  of third Parties.

         8.4      IBIS warrants that the initial data package disclosed to IBM
                  is the same as (or an improvement on) the information used in
                  the design assembly and test of tools currently used by IBIS
                  in production.

         8.5      WITH THE EXCEPTION OF THE FOREGOING WARRANTIES IN SECTIONS 8.3
                  AND 8.4, AND THE PROVISIONS OF SECTION 11, ALL INFORMATION,
                  TECHNOLOGY, IMPROVEMENTS, INVENTIONS, ASSISTANCE, AND SERVICES
                  PROVIDED BY EITHER PARTY HEREUNDER ARE PROVIDED "AS IS"
                  WITHOUT ANY WARRANTY OF ANY KIND INCLUDING THAT NEITHER PARTY
                  MAKES ANY WARRANTY AS TO THE CONFIDENTIAL ACCURACY,
                  SUFFICIENCY, OR SUITABILITY FOR THE OTHER PARTY'S USE OF ANY
                  INFORMATION, IMPROVEMENTS, INVENTIONS, OR LICENSED TECHNOLOGY
                  PROVIDED HEREUNDER FOR THE MANUFACTURE OF PRODUCTS OR DELIVERY
                  OF SERVICES USING THE INFORMATION, IMPROVEMENTS, INVENTIONS,
                  OR LICENSED TECHNOLOGY, OR THE YIELD FROM THE MANUFACTURE OF
                  PRODUCTS OR DELIVERY OF SERVICES USING THE INFORMATION,
                  IMPROVEMENTS, INVENTIONS, OR LICENSED TECHNOLOGY, OR FOR THE
                  QUALITY OF SUCH PRODUCTS MADE OR SERVICES DELIVERED USING THE
                  INFORMATION, `IMPROVEMENTS, INVENTIONS, OR LICENSED TECHNOLOGY
                  OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT
                  LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
                  FOR A PARTICULAR PURPOSE. NEITHER PARTY ASSUMES ANY


                                       55

<PAGE>

                  RESPONSIBILITY OR LIABILITY FOR LOSSES OR DAMAGES, WHETHER
                  DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE,
                  WHICH MIGHT ARISE OUT OF THE OTHER PARTY'S USE OF THE
                  INFORMATION, IMPROVEMENTS, INVENTIONS, OR LICENSED TECHNOLOGY,
                  WHICH SHALL BE ENTIRELY AT THE OTHER PARTY'S RISK AND PERIL.

         8.6      Each Party acknowledges its responsibility to make its own
                  evaluation of the risks of bringing any product based on
                  information provided under this Agreement to market, or
                  otherwise to use such information.

         8.7      Although the Parties will use all reasonable efforts in
                  performing the Program, the Parties acknowledge that the
                  results of the work to be performed hereunder are uncertain
                  and cannot be guaranteed by any Party.

         8.8      Each Party disclaims any warranty that the recipient will be
                  able to reproduce the results of the disclosing Party and each
                  Party acknowledges that it may be not be able to use disclosed
                  information without further research and development.

9.       TECHNOLOGY TRANSFER AND TECHNICAL ASSISTANCE

         9.1      IBIS shall deliver, at [ ] cost to IBM, a portion of the
                  technical training specified in Section 9.2, prior to the
                  review specified in Section 3.6 and sufficient to enable IBM
                  personnel to perform the evaluation specified in Section 4.12.
                  Such technical training shall be limited to a maximum of [ ]
                  hours.

         9.2      IBIS shall provide detailed training to IBM in IBIS's
                  facilities in the United States the following technical
                  assistance, according to the schedule in Appendix A:

         [    ]

         In addition to the scheduled training listed above, IBM may make site
         visits to IBIS's facilities upon reasonable notice to IBIS and upon
         mutual agreement of the parties. A maximum of [ ] IBM employees may
         visit either of IBIS's facilities at any one time. The travel and
         living expenses of such visiting IBM employees shall be at the expense
         of IBM.

         9.3      During the period beginning on the date that IBM elects one of
                  the options specified in Section 3.5 and continuing for [ ]
                  years thereafter, IBIS agrees to provide, at [ ] cost to IBM,
                  assistance in the transfer of the Licensed Technology to IBM
                  as provided in Section 9.2, up to a total limit of [ ]
                  person-hours.

         9.4      After the [ ] person-hours of the transfer assistance and
                  technical assistance specified in Section 9.2 are exhausted,
                  IBIS agrees to provide, up to an additional [ ] person-hours
                  of transfer assistance and technical assistance to IBM for a
                  period ending [ ] years after the date on which the last
                  transfer assistance is provided under Section 9.2, IBM agrees
                  to pay IBIS for such limited additional transfer and technical


                                       56

<PAGE>

                  assistance provided to IBM at the rate of [ ].

         9.5      IBIS shall invoice charges monthly for the limited additional
                  transfer assistance and technical assistance provided for in
                  Section 9.3.

         9.6      The Parties shall disclose Improvements in accordance with the
                  following:

                  9.6.1    Beginning with the first calendar quarter after
                           notification under Section 3.5.1 or 3.5.2, if any,
                           the Technical Coordinators of the Parties shall meet
                           within forty-five (45) days following the end of each
                           calendar quarter to discuss whether any Improvements
                           have been made, and to disclose such Improvements to
                           the other Party.

10.      APPLICABLE LAW

         10.1     This Agreement shall be trued and the legal relations between
                  the Parties shall be determined in accordance the law of the
                  State of New York without regard to the conflict of law
                  provisions thereof. Any proceedings to enforce this Agreement,
                  or to resolve disputes relating to this Agreement, shall be
                  brought in the United States District Court for the Southern
                  District of New York, Westchester County Division. IBIS and
                  IBM waive the right to trial by jury in any matter which
                  arises between the Parties pursuant or related to this
                  Agreement and agree that any proceeding hereunder shall be
                  tried by a judge without a jury.

         10.1.1   No action, regardless of form, arising out of this Agreement
                  may be brought by a Party more than two (2) years after the
                  cause of action has accrued.

         10.2     Each Party agrees to pay the other Party's attorney's fees and
                  costs of litigation, up to a maximum of [ ] if such Party, for
                  any reason whatever, brings suit against the other Party and
                  the other Party is finally adjudicated not to have liability.

         10.3     If any sentence, paragraph, clause or combination of the same
                  in this Agreement is held by a court of competent jurisdiction
                  to be unenforceable in any jurisdiction, such sentence,
                  paragraph, clause or combination of same shall be
                  unenforceable in the jurisdiction in which it is invalid and
                  the remainder of this Agreement shall remain binding on the
                  Parties in such jurisdiction as if such unenforceable
                  provision had not been contained herein. The enforceability of
                  such sentence, paragraph, clause or combination of same in
                  this Agreement, shall be otherwise unaffected and shall remain
                  enforceable in all other jurisdictions.

11.      MISCELLANEOUS

         11.1     IBIS agrees to indemnify, defend, and hold harmless, IBM, its
                  Subsidiaries and Affiliates and their officers, directors,
                  agents, and employees, from any and all liability, losses,
                  damages, reasonable attorney's fees and expenses associated
                  with claims, suits, or actions brought by or on behalf of any
                  third party of any nature 



                                       57

<PAGE>

                  arising from, or alleged to arise from, infringement of the
                  Intellectual Property Rights of third parties, resulting from
                  or in any way related to the use of the Licensed Technology by
                  IBM or the performance of this Agreement. IBIS's total
                  obligation to pay under this Section 11.1 shall not exceed the
                  lesser of: (a) the amount of royalties paid by IBM to IBIS
                  hereunder; or (b) [ ].

         11.2     Each Party shall be solely responsible for determining its
                  prices and other terms and conditions for its products sold to
                  its customers. Each marketing Party shall be solely
                  responsible for marketing products to its customers, and the
                  other Party shall have no obligation to provide any support of
                  any kind to such marketing Party's customers.

         11.3     If any Party is rendered wholly or partially unable by force
                  majeure to carry out its obligations under this Agreement, and
                  if that Party gives prompt written notice and full particulars
                  of such force majeure to the other Party, the notifying Party
                  shall be excused from performance of its obligations hereunder
                  during the continuance of any inability so caused, but for no
                  longer period; provided that if payment cannot be made due to
                  the existence of a banking crisis or international payment
                  embargo, such amount may be paid within the following thirty
                  (30) days. Such cause shall be remedied by the notifying Party
                  as far as possible with reasonable speed and effort. For the
                  purposes of this Agreement, force majeure shall mean Acts of
                  God, acts of public enemies or terrorists, wars, other
                  military conflicts, blockades, insurrections, riots,
                  epidemics, quarantine restrictions, landslides, lightning,
                  earthquake, floods, washouts, civil disturbances, restraints
                  by or actions of any governmental body (including export or
                  security restrictions on information, material, personnel,
                  equipment or otherwise), and any other acts or events
                  whatsoever, whether or not similar to the foregoing, not
                  within the control of the Party claiming excuse from
                  performance, which by the exercise of due diligence and best
                  reasonable effort that Party shall not have been able to
                  overcome or avoid. If the notifying Party cannot remedy the
                  force majeure situation and resume satisfactory performance
                  within [ ] of the notice, the other Party may at its option
                  immediately terminate this Agreement pursuant to Section 7.

         11.4     Each Party agrees to comply with all applicable country,
                  Federal, State, and Local laws, rules, regulations, and
                  ordinances, including those of any other duly constituted
                  governmental authority having jurisdiction, and including
                  without limitation, all rules and regulations of the
                  Occupational Health and Safety Administration, Environmental
                  Protection Agency, U.S. Department of Commerce, and U.S.
                  Department of Transportation, as applicable. Each Party shall
                  do all things necessary (a) to obtain in a timely manner all
                  required licenses and approvals and (b) to comply with all
                  applicable laws, rules and regulations, including, but not
                  limited to, the Regulations of the United States Government
                  relating to the export and re-export of technical data,
                  commodities, and products produced as a result of the use of
                  such data. Each Party hereto agrees that it will not export or
                  re-export, directly or indirectly, any technology, software,
                  and/or commodities furnished under this Agreement, or the
                  direct product thereof, to any country, or the nationals
                  thereof, specified in such laws, rules, 



                                       58
<PAGE>

                  regulations, and ordinances referred to above as an
                  unauthorized destination without IBIS or IBM first obtaining
                  U.S. Government approval.

         11.5     The captions used in this Agreement are for convenience of
                  reference only and are not to be used in interpreting the
                  obligations of the Parties under this Agreement.

         11.6     Nothing contained herein, or done in pursuance of this
                  Agreement, shall constitute the Parties as entering upon a
                  joint venture or partnership or shall constitute either Party
                  hereto the agent for the other Party for any purpose or in any
                  sense whatsoever.

         11.7     Either Party may disapprove the assignment of any of its
                  former employees to perform work under this Agreement on its
                  premises by the other Party and such personnel will not be so
                  assigned. Each Party will take appropriate preventive steps,
                  before the assignment of any of its employees to perform work
                  under this Agreement, that that Party reasonably believes will
                  ensure that its employees will not engage in inappropriate
                  conduct while on the other Party's premises. Inappropriate
                  conduct shall include, but not be limited to: 1) being under
                  the influence of, or affected by, alcohol, illegal drugs or
                  controlled substances or engaging in their use, distribution
                  or sale; 2) the possession of a weapon of any sort; and 3)
                  harassment, threats or violent behavior.

         11.8     Representatives and personnel of each Party, during the time
                  they are present on the premises of the other Party shall be
                  subject to all rules and regulations prevailing on such
                  premises. Each Party shall be responsible for the payment of
                  all compensation and expense of its respective representatives
                  and personnel. None of the representatives or personnel of
                  either Party shall be considered, for any reason, to be an
                  employee or agent of the other.

         11.9     Each Party represents that it has, or will have in place,
                  established procedures and agreements with its Subsidiaries,
                  employees or others, including subcontractors and vendors,
                  whose services the Party may require, sufficient to enable the
                  Party to comply with all the provisions of this Agreement.

         11.10    In the event of any inconsistency between the terms and
                  conditions of this Agreement and language set forth in the
                  Appendices, the inconsistency shall be resolved by giving
                  precedence to the terms and conditions of this Agreement.

         11.11    Any written notice or communication required to be made or
                  given to either Party hereto, pursuant to this Agreement,
                  shall be deemed to have been sufficiently given on the date of
                  mailing if sent by registered or certified mail, postage
                  prepaid, and addressed as set forth below, or to such other
                  address as is designated by written notice given to the other
                  Party:

                  11.11.1           In the case of IBM:
                                    Director of Licensing
                                    International Business Machines Corporation
                                    500 Columbus Avenue


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<PAGE>

                                    Thornwood, NY, 10594

                  11.11.2           In the case of IBIS:
                                    Al Alioto
                                    Vice President of Sales and Marketing
                                    Ibis Technology Corporation
                                    32 Cherry Hill Drive
                                    Danvers, MA 01923

         11.12    The rights and obligations of Sections 3, 4, 5, 7, 8, 10, and
                  11 and the obligations of nondisclosure and restricted use of
                  this Agreement shall survive and continue after any expiration
                  or termination of this Agreement and shall bind the Parties
                  and their successors and assigns.

         11.13    No failure on the part of any Party to exercise, and no delay
                  in exercising, any right, power, or remedy hereunder shall
                  operate as a waiver thereof or as a waiver of any other right,
                  power, or remedy hereunder or to the performance of any Party;
                  and no single or partial exercise by a Party of any right,
                  power, or remedy hereunder shall preclude any other or further
                  exercise thereof or the exercise of any other right, power, or
                  remedy.

         11.14    Nothing contained in this Agreement shall be construed as
                  conferring any right to use in advertising, publicity or other
                  promotional activities any name, trade name, trademark or
                  other designation of either Party (including any contraction,
                  abbreviation or simulation of any of the foregoing); and each
                  Party agrees not to disclose the terms and conditions of this
                  Agreement except as may be required by law or government rule
                  or regulation, without the express written consent of the
                  other Party. Notwithstanding the foregoing, the Parties shall
                  be permitted to disclose a summary of pertinent Sections of
                  this Agreement that are reasonably necessary for disclosing
                  and/or licensing under this Agreement, provided, however, that
                  such disclosure is under a written agreement containing
                  restrictions of confidentiality at least as stringent as those
                  contained herein.

         11.15    Except for the provisions of Section 11.1, in no event will a
                  Party be liable to the other Party for incidental damages,
                  lost profits, lost savings special damages, or consequential
                  damages, regardless of whether the claim is for breach of
                  contract, breach of warranty, tort (including negligence),
                  failure of a remedy to accomplish its purpose or otherwise,
                  even if such Party has been advised of the possibility of such
                  damages.

         11.16    Each Party shall be liable to the other Party up to a maximum
                  of the greater of (a) [ ], or (b) the amount of unpaid
                  royalties owed by such Party to the other Party hereunder plus
                  [ ], for all actual direct losses or damages sustained by the
                  other Party (other than those arising under Section 11.1) that
                  are proximately caused by the acts or omissions of such Party
                  under this Agreement.


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<PAGE>


         11.17    Except as explicitly stated herein, a Party shall not assign
                  any of its rights, privileges or obligations under this
                  Agreement without the prior written consent of the other
                  Party. Any attempted assignment in derogation of the foregoing
                  shall be void.

         11.18    The Equipment Purchase Master Agreement, any task orders
                  thereunder, and the Wafer Purchase Agreement between the
                  Parties are not superseded by this Agreement, except as
                  explicitly stated herein. By way of example and not as a
                  limitation, the license to make up to two tools granted to IBM
                  in Section 13 of EPMA 07482 between the Parties is not
                  superseded and that license may be exercised by IBM, in its
                  sole discretion, in addition to the license granted hereunder.

         11.19    This Agreement shall not be binding upon the Parties until it
                  has been signed below by or on behalf of each Party, in which
                  event it shall be effective as of the date first above
                  written. Except as provided in Section 11.18, this Agreement
                  constitutes the entire agreement between the Parties with
                  respect to the subject matter hereof and shall supersede all
                  previous communications, understandings and agreements,
                  whether oral or written, between the Parties relating to the
                  subject matter hereof. No amendment or modification of this
                  Agreement shall be valid or binding upon the Parties unless
                  made in writing and signed on behalf of such Parties by their
                  respective authorized representatives. The requirement of
                  written form may only be waived in writing.


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<PAGE>

         IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized representatives, who by their signature
represent that they are so authorized, to be effective as of the day and year
first above written.



By:      /s/ H.C. Calhoun
      ----------------------------------------
         H. C. Calhoun
         Vice President of Semiconductor
         Research and Development Center

Date:             6/3/98
      ----------------------------------------



By:      /s/ Al Alioto
      ----------------------------------------
         Al Alioto
         Vice President of Sales and Marketing

Date:             6/9/98
      ----------------------------------------



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<PAGE>

                                   APPENDIX A





Data Transfer Schedule

Initial data package for evaluation and delivery to the Escrow Agent
     -- [ ] days after the last signature date

Update  data for evaluation and delivery to the Escrow Agent
     -- [ ] days after each calendar quarter



Technical Training

     Initial training -- [ ] days after the last signature date.

Detailed training session pursuant to Section 9.2
     -- [ ] days after option notification under Section 3.5.


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                                   APPENDIX B

                                  DELIVERABLES

[    ]



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