EXHIBIT 10.24

EXECUTION VERSION

FOURTH AMENDMENT TO CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this
"Amendment"), dated as of September 30, 1999, is entered into
by and among:

(1)	ETEC SYSTEMS, INC., a Nevada corporation
("Borrower");

(2)	Each of the financial institutions which are listed in Schedule
I of the Credit Agreement referred to in Recital A below
(collectively, the "Lenders") that executes this Amendment;
and

(3)	ABN AMRO BANK N.V., a Netherlands public company acting through
its San Francisco Representative Office, as agent for the Lenders (in such
capacity, "Agent").

RECITALS

A.	Borrower, the Lenders and Agent are parties to a Credit
Agreement dated as of May 24, 1996, as amended by that certain First Amendment
to Credit Agreement dated as of April 23, 1997, as further amended by that
certain Second Amendment to Credit Agreement dated as of April 29, 1998 and as
further amended by that certain Third Amendment to Credit Agreement dated as of
July 20, 1998 (as amended, the "Credit Agreement").

B.	Borrower has requested Agent and the Lenders to amend the Credit
Agreement in certain respects.

C.	The Lenders executing this Amendment and Agent are willing so to
amend the Credit Agreement upon the terms and subject to the conditions set
forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Borrower, the Lenders executing this Amendment and Agent
hereby agree as follows:

1. Definitions, Interpretation
2. Amendments to Credit Agreement
3. Paragraph 1.01 of the Credit Agreement
4. Paragraph 1.01 of the Credit Agreement
5. Paragraph 1.01 of the Credit Agreement
6. Subparagraph 2.04(b) of the Credit Agreement
7. Subparagraph 5.02(c) of the Credit Agreement
8. Subparagraph 5.03(d) of the Credit Agreement
9. Subparagraph 5.03(e) of the Credit Agreement
10. Subparagraph 5.03(f) of the Credit Agreement
11. Paragraph 5.03 of the Credit Agreement
12. Representations and Warranties
13. The representations and warranties of Borrower and its Subsidiaries set
forth in Paragraph 4.01 of the Credit Agreement and in the other Credit
Documents are true and correct in all material respects (except for
representations and warranties expressly made as of a specified date, which are
true and correct as of such date);
14. No Default or Event of Default has occurred and is continuing which has not
otherwise been waived by the Lenders; and
15. All of the Credit Documents are in full force and effect.
16. Effective Date
17. This Amendment duly executed by Borrower, the Required Lenders and
Agent;
18. A Certificate of the Secretary or an Assistant Secretary of Borrower, dated
the Effective Date, certifying (i) that the Certificate of Incorporation and
Bylaws of Borrower, in the form delivered to Agent on the Closing Date, are in
full force and effect and have not been amended, supplemented, revoked or
repealed since such date, (ii) that the resolution of Borrower, in the form
delivered to Agent on the Closing Date, is in full force and effect and has not
been amended, supplemented, revoked or repealed since such date, and (iii) the
incumbency, signatures and authority of the officers of Borrower authorized to
execute, deliver and perform the Credit Agreement, this Amendment, the other
Credit Documents and all other documents, instruments or agreements relating
thereto executed or to be executed by Borrower;
19. A nonrefundable amendment fee to be paid to each Lender that executes this
Amendment on or before September 30, 1999 equal to 0.10% of each such Lender's
respective Proportionate Share; and
20. Such other evidence as Agent or any Lender executing this Amendment may
reasonably request to establish the accuracy and completeness of the
representations and warranties and the compliance with the terms and conditions
contained in this Amendment and the other Credit Documents.
21. Effect of this Amendment
22. Miscellaneous
23. Counterparts
24. Headings
25. Governing Law

[The signature pages follow.]

IN WITNESS WHEREOF, Borrower, Agent and the Lenders executing this
Amendment have caused this Amendment to be executed as of the day and year first
above written.

BORROWER:	ETEC SYSTEMS, INC.

By: __/s/__________________________________

Name: Neil J. Young

Title:  Treasurer

AGENT:	ABN AMRO BANK N.V.

By:          /s/

Name: Richard R. DaCosta

Title:   Vice President

By:          /s/

Name:  Christopher L. Snider

Title:     Assistant Vice President

LENDERS:	ABN AMRO BANK N.V.

By:             /s/

Name: Richard R. DaCosta

Title: Vice President

By:/s/

Name: Christopher L. Snider

Title:Assistant Vice President

COMERICA BANK-CALIFORNIA

By:      /s/

Name: Robert Ways

Title: C.B.O

THE INDUSTRIAL BANK OF JAPAN, LTD.

By:   /s/

Name: Ken Iwata

Title: Senior Vice President

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