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                              EMPLOYMENT AGREEMENT

     This agreement is between Integrated Process Equipment Corp. ("Company")
and Ralph Hartung ("Executive").

1. Position, Duties, and Start Date. Company hires Executive and Executive
   accepts employment as Chief Operating Officer, contingent upon completion of
   a pre-employment drug test. Executive shall devote his full time and best
   efforts to this position. Executive shall comply with the policies of the
   Company. Executive's full time employment will begin on August 10, 1998
   ("Employment Date").

2. Compensation

   (a) Company will pay Executive a monthly base salary of $19,583.33, less
       applicable withholding, payable in accordance with the Company's standard
       payroll policy. The monthly base salary rate of $19,583.33 will initially
       be reduced by 10% to $17,625.00 in accordance with temporary pay
       reductions in effect for senior executives. The monthly base salary rate
       will be restored to $19,583.33 effective September 28, 1998. At least
       annually, the Company will review the salary rate in light of Executive's
       individual performance, Company performance, and other relevant factors.

   (b) Executive will be eligible for a bonus payment equal to 40% of the
       Executive's then base salary (the "Bonus"), less applicable withholding,
       on a fiscal year basis with the first year being pro-rated based on the
       Employment Date. The Bonus payable at the end of the fiscal year shall be
       determined by accomplishment of the Company objectives, as agreed to by
       the Board's Compensation Committee prior to or as soon as practical after
       the beginning of the following fiscal year. If the Executive is not
       employed by the Company at the end of the fiscal year, the Board of
       Director's Compensation Committee shall decide if any bonus will be paid
       based on the policies of the Committee.

   (c) The Company will protect the Executive from a loss on the sale of the
       Executive's current primary residence for up to 5% of the Executive's
       investment in the residence. The Executive's investment is $324,000. The
       Company will also pay for all closing costs associated with the sale of
       the residence if the Executive uses the services of Prudential
       Relocation.

   (d) Executive will receive a signing bonus of $20,000. If the Executive
       voluntarily terminates employment before the first anniversary of his
       Employment Date, the Executive will reimburse the Company for the amount
       of the signing bonus.

   (e) Executive will receive a car allowance of $650 per month.

   (f) Executive will annually be entitled to 24 days of paid time off benefits
       for use as vacation or absence for other personal reasons. The amount of
       this benefit will be prorated during the first partial year of
       employment.

   (g) Executive will be entitled to additional relocation assistance benefits
       which will include packing and shipment of household goods, two
       househunting trips, temporary living in a furnished apartment for an
       estimated 90 days, and a miscellaneous allowance equivalent to one
       month's salary. If the Executive voluntary terminates employment before
       the first anniversary of the Employment date, the miscellaneous allowance
       must be repaid to the Company.

   (h) Executive will be eligible for other standard benefits offered to
       employees of the Company based on the separate eligibility requirements
       for these benefits.

3. Equity Compensation

   (a) Company shall grant Executive a stock option exercisable for up to 44,000
       shares of Common Stock. The exercise price per share for this stock
       option grant shall be the per share fair market value of the Common Stock
       on the Employment Date. The stock option grant shall become exercisable
       on each anniversary of the Executive's Employment Date as to 25% of the
       number of shares initially subject to the stock option grant, provided in
       each case that Executive's employment with the Company has not terminated
       before such date.

4. Company Policies. Executive has reviewed and will comply with Company's
   personnel policies, including signing the Company's standard Proprietary
   Information Agreement.

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5.   Term and Termination

         (a)  The term of this Agreement shall continue for a term of one year
              from the Executive's Employment Date.

         (b)  Should the Executive's employment with the Company be terminated
              before the end of the term of the Agreement (as defined in Section
              5a) as a result of the purchase, merger, or consolidation of the
              Company, the Company will pay the Executive his then base salary
              for the remainder of the term of the Agreement.

         (c)  Company may terminate this Agreement at any time for Cause (as
              defined below) without any severance obligation of the Company.
              "Cause" means (i) willful or habitual neglect of Executive's
              obligations under this Agreement, (ii) misuse of corporate funds,
              (iii) any other act of gross misconduct. A third party arbitrator
              selected by mutual consent will make a final and binding decision
              on any issue covered by this clause.

         (d)  This Agreement may be terminated by the Executive at any time upon
              60 days written notice, in which case the Company shall have no
              obligation to continue the Executive's salary beyond the
              Executive's date of termination.

         (e)  This Agreement shall not constitute an agreement to employ
              Executive for a specified term.

6.   General

         (a)  This Agreement shall be binding upon the legal representatives,
              distributees, successors and assigns of the parties hereto.

         (b)  This Agreement represents the entire agreement of the parties, and
              may not be changed orally, but only by a writing signed by the
              party against whom enforcement of such change is sought.

         (c)  If any provision of this Agreement is held invalid, illegal or
              unenforceable, such provisions shall be deemed deleted and such
              deletion shall not affect the validity of the other provisions of
              the Agreement.

         (d)  This Agreement shall be governed by and construed according to the
              laws of Arizona. The federal and state courts of the state of
              Arizona shall have exclusive jurisdiction to adjudicate any
              dispute rising out of this Agreement.

INTEGRATED PROCESS EQUIPMENT CORP.:

By: /s/ Cathy A. Chess
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        Cathy A. Chess

Title: Vice President, Human Resources
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Date: July 29, 1998
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EXECUTIVE:

   /s/ Ralph D. Hartung 
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       Ralph Hartung

Date: 30 July 1998
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