Exhibit 10.6
                                                                           Final

               MATRIX SYSTEM ONE AND SYSTEM TEN LICENSE AGREEMENT

      THIS AGREEMENT is dated November 3, 2003, between Axcelis Technologies,
Inc. a corporation organized and existing under the laws of the State of
Delaware, United States of America, and having its principal place of business
at 108 Cherry Hill Drive, Beverly, Massachusetts, United States of America
(hereinafter called "Axcelis") and Aspect Systems, Incorporated, a corporation
organized and existing under the laws of Nevada and having its principal place
of business at 375 E. Elliott Road, Suite 6, Chandler, Arizona (hereinafter
called the "Licensee").

                                   WITNESSETH:

      WHEREAS, the Licensee desires to acquire, and Axcelis is willing to grant,
a license to technology to manufacture, use and sell certain dry strip
semiconductor manufacturing equipment marketed under the trade names "System
One" and "System Ten" under Axcelis' applicable patents and patent applications
and through the use of Axcelis' unpatented technology;

      WHEREAS, the parties have agreed to certain other transactions related to
the Licensee's assumption of the rights and obligations relating to Axcelis'
business pertaining to such dry strip semiconductor manufacturing equipment.

      NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:

      1. Definitions.

            1.1. "Affiliate(s)" as used herein shall mean any corporation or
other legal entity (a) which owns, directly or indirectly, the majority of the
outstanding voting stock of a party hereto, (b) the majority of the outstanding
voting stock of which is owned by a party hereto, or (c) the majority of the
outstanding voting stock of which is owned, directly or indirectly, by any
corporation or other legal entity described in clauses (a) and (b) of this the
sentence.

            1.2. "Licensed Technology" as used herein shall mean all rights in
the following intellectual property owned or controlled by Axcelis as of the
date of this Agreement:

            (a)   the Patents (as defined below);

            (b)   the Technical Information (as defined below); and

            (c)   the unregistered trade names "Matrix," "System One" and
                  "System Ten" when used in conjunction with the Products.

            1.3. "Net Sales" as used herein shall mean the gross amount billed
or invoiced by the Licensee or its affiliates for any Product (including parts
assigned to Licensee under Section 4.3 and acquired thereafter) or service labor
relating to the Products, less the following: (i) customary trade, quantity, or
cash discounts to the extent actually allowed and taken; (ii) amounts repaid or
credited by reason of rejection or return; (iii) to the extent separately stated
on purchase orders, invoices, or other documents of sale, any taxes or other
governmental charges levied on the production, sale, transportation, delivery,
or use of the Product, Part or service labor relating to the Product that is
paid by or on behalf of the Licensee or its affiliates; and (iv) any freight,
handling or shipping charges.

            1.4. "Patents" as used herein shall mean the issued patents listed
on Schedule 1, and patents which hereafter issue on such patent applications,
together with any extensions, registrations,

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confirmations, reissues, divisions, continuations or continuations-in-part,
reexaminations or renewals thereof.

            1.5. "Products" as used herein shall mean certain dry strip
semiconductor manufacturing equipment marketed by Matrix Integrated Systems,
Inc. (a subsidiary of Axcelis) under the trade names "System One" and "System
Ten," including software, components and parts therefor.

            1.6. "Technical Information" shall mean confidential and secret
technical information, know-how, engineering drawings, data, processes, bills of
materials, detailed drawings and specifications, descriptions of assembly and
manufacturing procedures, computerized production control systems, software and
related source code, quality and inspection standards, drawings of jigs and
fixtures, sales literature and reports relating to the design, assembly and
manufacture of the Products.

      2. License Grant. Subject to the terms and conditions in this Agreement,
Axcelis hereby grants to the Licensee and its Affiliates a worldwide, exclusive,
non-sublicensable or transferable (except as set forth in Section 9.2 below),
irrevocable, license to utilize Licensed Technology to manufacture, use, sell,
maintain and service the Products.

      3. Consideration for License Grant. In consideration of the license rights
granted under Section 2 above, the Licensee will make the following payments:

            3.1. License Fee. The Licensee shall pay Axcelis a license fee in
the amount of $2,750,000 (the "License Fee"), payable $50,000 on the date
hereof, $50,000 on or before March 31, 2004 and $50,000 on or before June 30,
2004. The remaining portion of the License Fee shall be payable quarterly, in
accordance with Section 3.3(b) below, at a rate of 18% of Licensee's Net Sales
(as defined above) of Products during each quarter until Licensee shall have
paid Axcelis the full amount of the License Fee.

            3.2. Royalties. The Licensee shall pay to Axcelis an amount equal to
the following declining royalties rates on Net Sales (as defined above) of
Products sold by the Licensee during each quarter in the periods specified in
the chart below:

       -----------------------------------------------------------------
       From the date hereof until December 31, 2005        10%
       -----------------------------------------------------------------
       From January 1, 2006 until December 31, 2006         8%
       -----------------------------------------------------------------
       From January 1, 2007 until December 31, 2007         6%
       -----------------------------------------------------------------
       From January 1, 2008 until December 31, 2008         4%
       -----------------------------------------------------------------
       From January 1, 2009 until December 31, 2010         2%
       -----------------------------------------------------------------

Such royalty payments shall be made in accordance with Section 3.3(b) below.
Upon the payment in full of the License Fees and royalties due under this
Section 3, the Licensee shall have a fully paid license to use the Licensed
Technology as described in this Agreement.

            3.3. Time and Method of License Fee and Royalty Payments.

            (a) All amounts to be paid to Axcelis under Sections 3.1 and 3.2
above shall, unless Axcelis shall have previously otherwise notified the
Licensee in writing, be payable in U.S. Dollars. Payments shall be made by
Licensee check to the order of Axcelis or its designee as last instructed by
Axcelis to the Licensee in writing.

            (b) The portion of the License Fee based on Net Sales due under
Section 3.1 and the royalty payments to be paid to Axcelis pursuant to Section
3.2 above shall be paid on the first day of the third quarter following the
quarter for which such License Fee and royalty payments are incurred. For
example, the License Fee payment and royalties due for the quarter ending
December 31, 2003 shall be


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<PAGE>

due and payable on July 1, 2004; and the License Fee payment and royalties due
for the quarter ending March 31, 2004 shall be due and payable on October 1,
2004; and so on. Therefore, the last License Fee payment shall be due when the
License Fee has been paid in full in accordance with Section 3.1 and the last
royalty payment shall be due for the quarter ending December 31, 2010 on July 1,
2011.

            3.4. Record Keeping and Reporting.

            (a) The Licensee shall keep complete and accurate sales records and
books relating to the Net Sales subject to royalties. Within forty-five (45)
days of a request, Axcelis, through its representatives and employees, shall
have the right to inspect and audit such sales records and books, not more than
once per calendar year, for the purpose of determining the sufficiency and
accuracy thereof and the correctness of any payments made hereunder.

            (b) Each Net Sale shall be deemed made when shipped to the customer.
Accompanying each quarterly License Fee payment and each royalty payment due
under Section 3.2 hereof, the Licensee shall furnish to Axcelis a statement in
writing showing in reasonable detail the following information:

                  (i) Net Sales, including quantity, description and price of
all Products and related service labor invoiced to customers during the
preceding quarter;

                  (ii) Any off-setting commissions due to the Licensee from
Axcelis under Section 4.2(b) below;

                  (iii) A computation of the gross amount of the quarterly
royalty payment due Axcelis;

                  (iv) Taxes withheld and remitted to governmental authorities
(if any) with respect to each such payment; and

                  (v) A computation of the net amount to be paid to Axcelis.

                  (vi)

            3.5. Tax Withholding. The Licensee shall be entitled to withhold any
taxes required by applicable law to be withheld from payments made to Axcelis
hereunder and shall promptly remit such taxes to the taxing authority on behalf
of Axcelis. The Licensee shall promptly furnish to Axcelis a tax withholding
receipt acknowledging the payment of any such withholding tax when such receipt
is received by the Licensee from the taxing authority.

      4. Other Provisions Relating to the Assumption of the Product Line.

            4.1. Assignment of Service Contracts and Warranty Clauses:
Assumption of Support Obligation. Effective November 30, 2003, except as set
forth on Schedule 2, Axcelis hereby assigns to the Licensee all of Axcelis'
right, title and interest in, and the Licensee hereby assumes all of Axcelis'
obligations under:

            (a) the warranty obligations due to owners of the Products set forth
on Schedule 2A; and

            (b) the currently effective service contracts covering Products as
set forth on Schedule 2B.

            4.2. Transition of Operations; Sale and Support Obligations of
Licensee.


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<PAGE>

            (a) Except as discussed in Schedule 2, not later than November 30,
2003, the Licensee shall assume all responsibility to respond to customer parts,
warranty and non-warranty service, new and used systems orders and requests from
customers. The exact date of such assumption shall be mutually agreed by the
parties, and until such date (which shall not later than November 30, 2003)
Axcelis shall respond to such orders and requests.

            (b) Beginning not later than November 30, 2003 and continuing during
the term of this Agreement, the Licensee shall maintain, at a minimum, (1) a
selling organization and facilities as may be necessary and adequate for the
solicitation of orders for Products sold to customers in the following countries
and (2) a service organization and facilities as may be necessary and adequate
for the support of the Products installed in the following countries:


                  (i)     Japan;

                  (ii)    China;

                  (iii)   Taiwan;

                  (iv)    Singapore;

                  (v)     Malaysia;

                  (vi)    Thailand;

                  (vii)   Korea;

                  (viii)  Indonesia;

                  (ix)    India;

                  (x)     Australia;

                  (xi)    Germany;

                  (xii)   France;

                  (xiii)  The Netherlands;

                  (xiv)   Italy

                  (xv)    Austria

                  (xvi)   United Kingdom;

                  (xvii)  Spain;

                  (xviii) Israel;

                  (xix)   Canada; and

                  (xx)    United States of America.

            4.3. Cross Referrals.

            (a) Referrals Relating to the Products. Axcelis will refer to the
Licensee all customers inquiring as to Product service and sale inquiries.

            (b) Referrals Relating to Other Dry Strip Tools; Commissions Due.
The Licensee will refer to Axcelis all customers inquiring with respect to
service and sale inquiries relating to other dry strip products known by the
Licensee to be manufactured and sold by Axcelis ("Other Dry Strip Tools").
Axcelis will agree to pay to the Licensee a 5% commission on the Net Sales of
product systems (not parts) arising from a referral by the Licensee and for
which the Licensee provided substantial information, assistance and/or
cooperation in obtaining the sale. Such commissions may be offset against
royalties due from the Licensee to the Company under Section 3.2. Axcelis shall
provide notice to the Licensee of all Net Sales of Other Dry Strip Tools giving
rise to commission payments hereunder in each calendar quarter, such notice to
be provided not later than 30 days after the end of such quarter. If not off set
against royalty payments due to Axcelis under Section 3.2, such commission
payments shall be made to the Licensee on the same terms and conditions as the
quarterly royalty payments due under Sections 3.2 and 3.3. Licensee agrees that
during the term of this Agreement, Licensee will not support or service any
systems manufactured by Axcelis or its predecessor(s) other than the licensed
Products.

            4.4. Parts Inventory.


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<PAGE>

            (a) Axcelis hereby assigns to the Licensee title to Axcelis'
inventory of parts solely relating to the Products identified by Axcelis for
shipment to the Licensee (the "Inventory"). Axcelis agrees to use reasonable
commercial efforts to include in the Inventory the parts listed on Schedule 3,
but Axcelis makes no representations or warranties as to the completeness of the
Inventory or the accuracy of such list. Licensee accepts such Inventory "as-is"
and Axcelis makes no representation or warranty as to the performance or quality
of the parts.

            (b) Axcelis will segregate the Inventory from Axcelis' other parts
inventories. The Licensee agrees to take physical possession of the Inventory
not later than November 30, 2003. The Licensee shall be responsible for the
packaging and shipping of the Inventory and the related expense (including
associated tax or duty) of relocating the Inventory to premises managed by the
Licensee.

            4.5. Transfer of Product Related Assets. Not later than November 30,
2003, Axcelis shall assign to the Licensee title to:

            (a)   one (1) asher System One Product used for training purposes;

            (b)   one (1) etcher System One Product used for training purposes;

            (c)   two (2) used but non-operating System One Products; and

            (d)   miscellaneous software encoder related devices and related
                  equipment used in support of the repair/refurbishment for the
                  Products.

Axcelis shall make such tools and equipment available for packaging and shipping
by the Licensee at Axcelis' Richmond, California facility. Licensee shall pay
for the expense of relocating these tools and equipment. Licensee accepts such
tools and equipment "as-is" and Axcelis makes no representation or warranty as
to the performance or quality of such tools and equipment.

            4.6. Disclosure of Technical Information; Product Documentation.
During the term of this Agreement, Axcelis shall fully disclose to the Licensee
any Technical Information included in the Licensed Technology. Axcelis will
provide to the Licensee copies of all Product-related documentation it currently
has within its possession, including, but not limited to training, software
installation, engineering, and service related documentation. On a reasonable
commercial efforts basis, Axcelis will also make historical, non-technical
information relating to Products sales or performance available to the Licensee.
Licensee accepts such documentation "as-is" and Axcelis makes no representation
or warranty as to the accuracy or completeness of the documentation.

            4.7. Purchase and Sale of Common Parts. To the extent available in
Axcelis' inventory of spare parts and consumables used for dry strip systems
formerly known as the "Matrix Cats" system (in light of Axcelis' forecasts for
usage of such spare parts and consumables), Axcelis will sell to Licensee, from
time to time, on the submission of a purchase order, those spare parts and
consumables which are also used in the Products licensed hereunder, during the
period ending June 30, 2004. The purchase price for such spare parts and
consumables shall equal 125% of Axcelis' cost of the purchased spare parts
and/or consumables. Such sales shall otherwise be made on Axcelis' standard
customer terms for non-warranty parts sales. Licensee agrees that such common
parts and consumables shall be used only by Licensee on licensed Products, and
may not be resold by Licensee except to the extent Licensee knows such parts are
being used on licensed Products.

            4.8. Sale of Subassemblies. From time to time, Axcelis may agree to
sell to Licensee subassemblies of products other than the licensed Products
which subassemblies may be combined with licensed Products and resold by the
Licensee to a customer. Any such sale shall be at not less than 125% of Axcelis'
current cost for such subassemblies, due 30 days after shipment and otherwise on
Axcelis' standard customer terms and conditions.

      5. Representations and Warranties of the Licensee.


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<PAGE>

            5.l. Legal Right and Authority. The Licensee represents and warrants
to Axcelis that it has the legal right and power to enter into this Agreement,
and the authority to fully perform its obligations hereunder, and that it has
not made nor will it make any commitments to others in conflict with or in
derogation of such rights or this Agreement. Except as otherwise disclosed, the
Licensee fully represents to the other that it is not aware of any legal
obstacles which could prevent it from carrying out the provisions of this
Agreement.

            5.2. Product Support. Licensee covenants to make labor and part
support available to all owners of the Products (at prices that are consistent
with the recent history for these products for post-warranty parts and service)
for a period of not less than 7 years after the date of this Agreement.

            5.3. Non-Solicitation of Axcelis Employees. The Licensee agrees not
to hire, seek to hire or solicit any of the employees of Axcelis, except for
certain employees specified on Schedule 4, whose employment with Axcelis will
terminate on the dates set forth on Schedule 4. In no event shall any
solicitation or recruitment by the Licensee interfere with the performance of
the obligations of such employees to Axcelis prior to termination of employment.

            5.4. Responsibility for Warranty Obligations. The Licensee shall
have full responsibility for all warranty obligations incurred in connection
with the Products manufactured by it hereunder.

            5.5. Indemnification: Limitation of Liability. The Licensee shall
indemnify and save Axcelis harmless from and against any and all loss, cost,
claim, liability, obligation and damage arising from (a) any negligence,
representation, promise, agreement or warranty by the Licensee or its agents,
employees, third party distributors, dealers, representatives, subcontractors,
or suppliers relating to Products manufactured by the Licensee or (b) any
Product defect or deficiency in production, manufacture, use, design, operation
or otherwise of the Products manufactured by the Licensee. The Licensee will not
be liable to Axcelis for any indirect, incidental, special or consequential
damages, including lost profits, regardless of whether the claim is based on
contract, tort, warranty, or otherwise, even if the Licensee has been advised of
the possibility of such damages.

      6. Representations and Warranties of Axcelis.

            6.1. Legal Right and Authority. Axcelis represents and warrants to
the Licensee that it has the legal right and power to enter into this Agreement,
and the authority to extend the rights and licenses granted to the Licensee in
this Agreement, and to fully perform its obligations hereunder, and that it has
not made nor will it make any commitments to others in conflict with or in
derogation of such rights or this Agreement. Except as otherwise disclosed,
Axcelis fully represents to the other that it is not aware of any legal
obstacles which could prevent it from carrying out the provisions of this
Agreement.

            6.2. Installed Base. Axcelis represents that to the best of its
knowledge, Axcelis has provided the Licensee with a complete and accurate list
of the owner and location of all Products operating in the field.

            6.3. Documentation of Warranty and Service Obligations. On or prior
to the date hereof, Axcelis has delivered to the Licensee true and correct
copies of all documents relating to the warranty obligations and service
contract obligations assumed by the Licensee under Section 4 above.

            6.4. No Known Infringement. Axcelis represents that to the best of
its knowledge, the Licensed Technology is not the subject of any liens,
encumbrances, interference proceedings, opposition proceedings, pending
litigation, or other disputes. Other than warranties set forth herein, Axcelis
makes no warranty, express or implied, including, without limitation, any
implied warranty of merchantability or any implied warranty of fitness for a
particular purpose with respect to any patent,


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<PAGE>

trademark, software, trade secret, tangible research property, information or
data licensed or otherwise provided to the Licensee hereunder and hereby
disclaims the same.

            6.5. Indemnification. Axcelis shall indemnify and save the Licensee
harmless from and against any and all loss, cost, claim, liability, obligation
and damage arising from (a) any negligence, representation, promise, agreement
or warranty by Axcelis or its agents, employees, third party distributors,
dealers, representatives, subcontractors, or suppliers relating to Products
manufactured by Axcelis (to the extent not assumed by the Licensee hereunder) or
(b) any Product defect or deficiency in production, manufacture, use, design,
operation or otherwise of the Products manufactured by Axcelis to the extent not
assumed by the Licensee hereunder). Axcelis will not be liable to the Licensee
for any indirect, incidental, special or consequential damages, including lost
profits, regardless of whether the claim is based on contract, tort, warranty,
or otherwise, even if Axcelis has been advised of the possibility of such
damages.

      7. Infringement Actions.

            7.1. Enforcement of Patent Rights, Defense of Infringement Actions.
The Licensee and Axcelis shall each promptly notify the other in writing of any
alleged or threatened infringement of any Patents licensed hereunder or if
either party, or any of their respective Affiliates, shall be individually named
as a defendant in a legal proceeding by a third party for infringement of a
third party patent due to the manufacture, use or sale of a Product or attempts
to invalidate the Patents.

            7.2. First Right to Respond. The Licensee shall have the first right
to assert any alleged or threatened infringement or defend against a challenge
to validity of Patents licensed hereunder, and shall further have the first
right to respond or defend against a third party assertion of a third party
patent to the extent such action relates to the Products. In the event the
Licensee elects to so assert, defend, or respond, Axcelis will cooperate with
the Licensee's legal counsel, join in such suits as may be brought by the
Licensee to enforce the licensed Patents, and be available at the Licensee's
reasonable request to be an expert witness or otherwise to assist in such
proceedings.

            7.3. Sharing of Litigation and Settlement Expenses. In the event
that the Licensee elects to respond to or defense against such challenge or
infringement action, the costs incurred (i) in responding to or defending
against a challenge to or infringement of the Patents or a charge that the
manufacture, use or sale of Products infringe upon patents of third parties,
(ii) in settling any such actions, which may not be done without the prior
written consent of Axcelis, which consent shall not be unreasonably withheld or
delayed, and (iii) as damages paid as a result of such actions shall be borne by
the Licensee. The Licensee may not dispose of such action without the written
consent of Axcelis (unless Axcelis shall have no further responsibility for such
litigation upon such disposition).

            7.4. Sharing in Benefits of Infringement Action. All moneys or other
benefits derived from such infringement action shall first be applied to
reimburse the Licensee for the litigation and settlement expenses incurred by
the Licensee and 10% of any remaining benefits shall be paid over to Axcelis
with the residue retained by the Licensee.

            7.5. Second Right to Respond. If the Licensee does not exercise its
right to respond to or defend against challenges or infringements of the Patents
as provided in Section 7.2 above within sixty (60) days of becoming aware of or
being notified of such challenges or infringements, then Axcelis shall have the
option to do so at its sole cost; provided that in such case all amounts so
recovered from such third party shall be retained by Axcelis and Axcelis shall
have no further obligations to the Licensee with respect to the response or
defense thereof.

            7.6. No Liability for Unenforceability or Infringement. Axcelis
shall have no liability to the Licensee in the event that Axcelis or the
Licensee is unable to enforce a Patent against any alleged infringer, due to the
invalidity of such Patent or otherwise. Except in the case of a breach of
Axcelis'


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representation in Section 6.4 above, Axcelis shall have no liability to the
Licensee in connection with any loss arising from a finding that the Licensee
infringed a third party patent.

            7.7. Cooperation in Litigation. The parties shall keep each other
fully informed as to the progress of any infringement action under this Section
brought in the names of either or both parties, and each shall provide the other
with all data in its possession that may be helpful in the prosecution of such
action.

      8. Term and Termination.

            8.l. Term. The term of this Agreement, unless sooner terminated as
provided for in Section 8.2, shall commence upon the date hereof of this
Agreement and shall continue until the License Fee under Section 3.1 and the
royalties due under Section 3.2 are fully paid, provided the license granted in
Section 2 hereof shall continue in effect until the last to expire of the
Patents included in the Licensed Technology.

            8.2. Termination on Default or Insolvency. Axcelis may elect to
terminate the licenses granted to the Licensee hereunder if the Licensee:

            (a) shall fail to observe the terms, covenants and conditions hereof
and shall fail to cure or substantially cure such default within ninety (90)
days after written notice thereof;

            (b) becomes bankrupt, insolvent, or dissolves provided in the case
of an involuntary bankruptcy the involved party shall have 60 days to dismiss
such action;

            (c) shall sublicense, transfer or assign or attempt to sublicense,
transfer or assign this Agreement without the prior written approval of Axcelis
as required by Section 9.2 below; or

            (d) shall fail to exercise reasonable diligence in pursuing the
promotion of the sale of the Products and/or the support of the Products,
including but not limited to fulfillment of the Licensee's obligations under
Section 4.2(b) above.

            If Axcelis so elects, it shall give the Licensee written notice of
termination, specifying the cause and the effects thereof in accordance with
this Section 8.2. In the event that Axcelis elects to terminate its license
hereunder, the Licensee shall have the right to refer the matter to arbitration
in accordance with Section 9.7, in which case there shall be no effect on this
agreement until a decision has been issued from arbitration and the cure period
described in Section 9.7, if applicable, shall have expired. Upon any final
termination of this license, the Licensee shall immediately return any and all
hard copies of Technical Information to Axcelis.

      9. Miscellaneous.

            9.1. Confidentiality.

            (a) General. Except as may be mutually agreed by the parties and as
provided in Section 9.1(b), all confidential or proprietary information
disclosed by one party to the other in connection with the transactions proposed
in this Agreement and the negotiations between such parties shall be subject to
the terms of a Confidential Disclosure Agreement dated as of August 13, 2003
between Licensee and Axcelis.

            (b) Technical Information. The Technical Information to be furnished
by Axcelis hereunder is confidential and secret, and title to all such Technical
Information shall remain vested in Axcelis, subject to the exclusive license
granted hereunder. Each of the parties shall preserve and protect the
confidential nature of the Technical Information and shall not disclose the
Technical Information to


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any third parties without the written consent of the other party except
suppliers, subcontractors and customers to the extent necessary to enable the
party to manufacture, use and sell the Products in accordance with the license
granted hereunder. Any and all drawings, blueprints, specifications and other
written materials produced by or at the request or direction of a party
disclosing Technical Information to any third party shall be marked with the
following language:

            "The technical information disclosed herein is the confidential
      property of Aspect Systems, Incorporated, as licensee of Axcelis
      Technologies, Inc. and is issued in confidence for engineering information
      only. It may not be reproduced or used in any way without an express
      written license from Aspect Systems Incorporated."

            (c) Liability for Disclosure. The disclosures permitted under
Section 9.1(c) above shall not relieve either party of its obligation to
maintain the confidentiality of the Technical Information, and each of the
parties shall be liable for any unauthorized disclosure by it or by those to
whom such party has made any disclosure.

            9.2. Assignment. Until the license granted hereunder is fully-paid,
the Licensee shall not be entitled to sublicense, transfer or otherwise assign
(including any assignment by merger or other operation of law) its rights or
delegate its obligations under this Agreement without the prior written approval
of Axcelis, except that (1) the Licensee may assign its rights and obligations
hereunder to an Affiliate of the Licensee existing on the date hereof, provided
advance notice thereof is provided to Axcelis and (2) the Licensee shall have
the right to subcontract the manufacture of parts and components for the
Products from time to time.

            9.3. Entire Agreement. The terms and provisions of this Agreement
constitute the entire agreement between the parties with respect to the subject
matter hereof. This Agreement shall supersede all previous communications,
either oral or written, between the parties with respect to the subject matter
hereof, including but not limited to the letter of intent dated September 25,
2003, but excluding the Confidential Disclosure Agreement dated August 13, 2003,
except as provided above. No agreement or understanding varying or extending
this Agreement shall be binding upon either party unless in writing signed by a
duly authorized officer or representative thereof.

            9.4. Non-Waiver of Rights and Disclaimer of Liability. Failure of
either party to enforce any of the provisions of this Agreement or any rights
with respect thereto or failure to exercise any election provided for herein
(except as expressly otherwise provided herein) shall in no way be considered a
waiver of such provisions, rights or elections or in any way to affect the
validity of this Agreement. The failure of either party to enforce any of said
provisions, rights or elections shall not preclude or prejudice such party from
later enforcing or exercising the same or any other provisions, rights, or
elections which it may have under this Agreement.

            9.5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, all of which
shall constitute one and the same agreement.

            9.6. Disclaimer of Agency. This Agreement shall not constitute
either party the legal agent of the other, nor shall either party have the right
or authority to assume, create, or incur any liability or any obligation of any
kind, express or implied, against or on behalf of the other.

            9.7. Arbitration. Any and all disputes or differences between the
parties pertaining to or arising out of this Agreement, or the breach thereof,
shall be settled by arbitration to be held in Boston, Massachusetts in
accordance with the rules of the American Arbitration Association in effect upon
the date that either party serves notice upon the other party of a demand for
arbitration. The dispute shall be arbitrated by one arbitrator selected by
agreement of both parties; provided, however, in the event the parties cannot
agree upon an arbitrator, the arbitrator shall be appointed by the American
Arbitration


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Association. The award rendered by the arbitrator shall be final, binding upon
the parties, and enforceable by any court of competent jurisdiction.

      If a dispute arises as to whether or not Axcelis is entitled to terminate
this Agreement under Section 8.2 and arbitration is initiated to resolve such
dispute which determines that Axcelis does have the right to terminate this
Agreement, the Licensee shall have ninety (90) days from the date of the
arbitration decision to rectify the events causing such termination right
consistent with the arbitration decision and remove the grounds for termination.

            9.8. Notices. All notices for all purposes under this Agreement
shall be deemed to have been sufficiently addressed when, if given to Axcelis,
addressed to:

      Chief Executive Officer
      Axcelis Technologies, Inc.
      108 Cherry Hill Drive
      Beverly, Massachusetts 01915 U.S.A.

      or when, if given to the Licensee, addressed to:

      President
      Aspect Systems, Incorporated
      375 E. Elliot Road, Suite 6
      Chandler, AZ 85225

      and if sent by registered mail with return receipt requested. The date of
posting shall be deemed to be the date on which such notice or request has been
given or served. The parties may give written notice of change of address by
mail or by facsimile and, after notice of such change has been received, any
notice or request shall thereafter be given to such party as above provided at
such changed address.

            9.9. Force Majeure. Performance by the parties under this Agreement
shall be subject to, and no party shall have liability for delays, failure to
deliver, or cancellation due to events that cannot be anticipated at the time of
the signing of this Agreement, which events neither the occurrence nor aftermath
of which are avoidable or surmountable with reasonable effort by the affected
party. Such events shall include, but not be limited to, war, insurrection,
rebellion, fire, theft, accident, flood, earthquake, Act of God, strike,
slow-down, labor dispute, transportation delay, embargo, and governmental act,
regulation or request. The affected party shall promptly notify the other party
if performance hereunder is delayed due to events covered by this paragraph. The
parties agree to open, frank and serious discussions in connection with such
delay. Time for performance under this Agreement shall be extended for a period
equal to the period of delay caused by such events. In the event such period of
delay extends beyond one hundred twenty (120) days, either party may terminate
this Agreement upon giving notice to the other party as provided herein

            9.10. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts,
United States of America. If any provisions of this Agreement shall be invalid
under the laws of a particular state, country or jurisdiction where used, then
it is agreed that the whole agreement shall not be invalid but it shall be
construed as if not containing such invalid provision and the rights and
obligations of the parties shall be construed and enforced accordingly.


                                       10
<PAGE>

      IN WITNESS THEREOF, each of the parties has duly executed this Agreement
as of the date hereof.

                                AXCELIS TECHNOLOGIES, INC.

                                By: /s/ Michael J. Luttati
                                    Michael J. Luttati, Executive Vice President
                                    and Chief Operating Officer


                                ASPECT SYSTEMS, INCORPORATED

                                By: /s/ Dennis Key
                                    Dennis Key
                                    President

<PAGE>
                                                                      Schedule 1

                                     Patents

--------------------------------------------------------------------------------
                     Issue Date/
  US Patent No.      Filed Date                   Title
--------------------------------------------------------------------------------
    5,209,803          5/11/93     Parallel plate reactor and method of use
                       1/18/91
--------------------------------------------------------------------------------
                       5/14/91     Method of plasma etching with parallel plate
    5,015,331          8/10/90     reactor having a grid
--------------------------------------------------------------------------------
    4,971,653         11/20/90     Temperature controlled chuck for elevated
                       3/14/90     temperature etch processing
--------------------------------------------------------------------------------

<PAGE>

                                                                     Schedule 2A

                             Products Under Warranty

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
COMPANY NAME             ADDRESS 1                   CITY           STATE             Cust #
---------------------------------------------------------------------------------------------------
<S>                      <C>                         <C>            <C>               <C>
---------------------------------------------------------------------------------------------------
Brewer Science, Inc.     2401 Brewer Drive           Rolla          MO                645
---------------------------------------------------------------------------------------------------
              System                Ser #                Status           Ship        Warr Exp Date
---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------
                1107                 8191                  WARR     12/18/2002            2/18/2004
---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------
Motorola SMD             1300 N. Alma School         Chandler       AZ                209
---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------
              System                Ser #                Status           Ship        Warr Exp Date
---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------
                1107                 8190                  WARR     12/31/2002            2/28/2004
---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------
RF MICRO DEVICES         7625 THORNDIKE              GREENSBORO     NC                574
---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------
              System                Ser #                Status           Ship        Warr Exp Date
---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------
                 105                 1688                  WARR       1/30/2003           3/30/2005
---------------------------------------------------------------------------------------------------

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

<PAGE>

                                                                     Schedule 2B

                                Service Contracts

1.    Axcelis has a Preventative Maintenance Support Contract with EM
      Microelectronics -Marin relating to two (2) System 10 tools, which expires
      December 31, 2003. Axcelis will fulfill the obligations under this
      contract and will allow a representative of the Licensee to participate in
      the customer visit prior to such date and refer the customer to the
      Licensee for renewal.

2.    Axcelis has a Preventative Maintenance Support Contract with CEA-Leti
      relating to one (1) System One tools, which expires December 31, 2003.
      Axcelis will fulfill the obligations under this contract and will allow a
      representative of the Licensee to participate in the customer visit prior
      to such date and refer the customer to the Licensee for renewal.

3.    Axcelis has installation obligations to Motorola, Chandler, Arizona
      relating to one (1) System Ten tool installation, which must be completed
      by December 31, 2003. Axcelis will fulfill the obligations under this
      contract and will allow a representative of the Licensee to assist with
      the installation for training purposes.

4.    Axcelis has a Service "Block" Contract with Raytheon, Andover. Axcelis
      will fulfill the obligations under this contract through December 31, 2003
      and the Licensee will fulfill all obligations thereunder beginning January
      1, 2004.

<PAGE>

                                                                      Schedule 3

                               Parts in Inventory

US                     Europe                                      Japan

  Part #         QOH             Part #       QOH           Part #        QOH

0101-0351          6          0101-0351         5         0101-0576        3
0101-0484         19          0101-0385         4         0101-1367        1
0101-0576         12          0101-0576         1         0992-40306       2
0101-0692         15          0101-0692         1         0992-60101       3
0101-0761          2          0101-1367         1         0992-60147       1
0990-95022         8          0101-0761         1         0992-60207       1
0990-99006        81          0990-95022       24         0992-60239       2
0992-10101        28          0992-40231       11         0992-60294       1
0992-40306         2          0992-40266        2         0995-10743       2
0992-60126         1          0992-40306        3         0995-10747       1
0992-60427         1          0992-60126        3         0995-99711       2
0992-70459         1          0992-60147        6         0995-99753t      5
0994-40007       749          0992-60148        2         1000-0041        3
0994-50048         7          0992-60207        1         1000-0050        3
0994-70063        59          0992-60253        2         1000-0084        2
0995-10616        25          0992-60294        1
0995-10648        45          0992-60335        4
0995-10754        12          0992-60427        1
0995-99495        13          0992-70459        1
0995-99711         1          0994-40007       92
1000-0084          2          0994-50048        4
0995-10743         3          0994-60179        2
1000-0027          6          0995-10512        1
1000-0049          6          0995-10543        1
1000-0050          3          0995-10570        1
0992-60101         1          0995-10616        8
0993-00223         7          0995-16533        3
0995-10501         3          0995-99495        3
0995-10505         2          0995-99629        2
0995-10512         9          0995-99711        2
0995-99753         1          0995-99712        1
0995-99753t        1          1000-0027         4
0995-99629         1          1000-0041         4
0101-1389          1          1000-0049         6
                              1000-0050         8
                              1000-0083         3
                              1000-0084         4

<PAGE>

                                                                      Schedule 4

                Axcelis Employees Excepted From Non-Solicitation

Name                                                 Employment Termination Date
--------------------------------------------------------------------------------

Former Matrix Employees with System One/System Ten Experience

     Guy Williams
     Lloyd Bell
     Johnny Leung
     Loc Tran

Other Former Matrix Employees:
         Name                        Date of Upcoming Departure/Departed Already
         ----                        -------------------------------------------
     Scott Baron                                      Departed
     Kevin Donohue                                    12/31/03
     Cynthia Geno                                     12/31/03
     Valentin Trifu                                   12/31/03
     Dennis Gullickson                                Departed
     Jeff Graham                                      Departed
     Frank Coosman                                    Departed
     Dennis Quinlan                                   3/1/04
     Terri Vigil                                      1/30/04
     Audry Oconnor                                    12/31/03
     Jeanette Monarano                                12/31/03
     Jeany Harvey                                     1/30/03
     Carol Holdsworth                                 12/31/03
     Leon Burton                                      12/3103
     Jami Burton                                      12/31/03
     Raul Morales                                     2/27/04
     Johnny Leung                                     12/31/03
     Phinh Luong                                      12/31/03
     Moui Ly                                          12/31/03
     Eric Pambid                                      12/31/03
     Geoffrey Curlee                                  12/31/03
     Singmany Phouangkao                              12/31/03
     Loc Tran                                         12/31/03
     Jaye Mirza                                       Departed
     Guy Williams                                     Departed
     Lloyd Bell                                       Departed