EXHIBIT 10.261995 OMNIBUS INCENTIVE
PLAN

OF ETEC SYSTEMS, INC.

(As Amended and Restated Effective December 8, 1998)

TABLE OF CONTENTS



Page



ARTICLE 1.  INTRODUCTION	  1

ARTICLE 2.  DEFINITIONS	  1

ARTICLE 3.  ADMINISTRATION	  4

3.1  Committee Composition	  4

3.2  Committee Responsibilities	  4

ARTICLE 4.  SHARES AVAILABLE FOR GRANTS.	  5

4.1  Basic Limitation	  5

4.2  Additional Shares	  5

4.3  Dividend Equivalents	  5

ARTICLE 5.  ELIGIBILITY	  5

5.1  General Rules	  5

5.2  Outside Directors	  5

5.3  Incentive Stock Options	  5

ARTICLE 6.  OPTIONS	  5

6.1  Stock Option Agreement	  5

6.2  Number of Shares	  6

6.3  Exercise Price	  6

6.4  Exercisability and Term	  6

6.5  Effect of Change in Control	  6

6.6  Modification or Assumption of Options.	  7

ARTICLE 7.  PAYMENT FOR OPTION SHARES	  7

7.1  General Rule	  7

7.2  Surrender of Stock	  7

7.3  Exercise/Sale	  7

7.4  Exercise/Pledge	  7

7.5  Promissory Note	  8

7.6  Other Forms of Payment	  8

ARTICLE 8.  RESTRICTED SHARES AND STOCK UNITS	 8

8.1  Time, Amount and Form of Awards	 8

8.2  Payment for Awards	 8

8.3  Vesting Conditions	 8

8.4  Form and Time of Settlement of Stock Units	 8

8.5  Creditors' Rights	 8

ARTICLE 9.  VOTING AND DIVIDEND RIGHTS	 9

9.1  Restricted Shares	 9

9.2  Stock Units	 9

ARTICLE 10.  PROTECTION AGAINST DILUTION	 9

10.1  Adjustments	 9

10.2  Reorganizations	 9

ARTICLE 11.  LIMITATION ON RIGHTS	 10

11.1  Retention Rights	 10

11.2  Shareholders' Rights	 10

11.3  Regulatory Requirements	 10

ARTICLE 12.  LIMITATION ON PAYMENTS	 10

12.1  Basic Rule	 10

12.2  Reduction of Payments	 11

12.3  Overpayments and Underpayments	 11

12.4  Related Corporations	 12

ARTICLE 13.  WITHHOLDING TAXES	 12

13.1  General	 12

13.2  Share Withholding	 12

ARTICLE 14.  ASSIGNMENT OR TRANSFER OF AWARDS	 12

14.1  General	 12

14.2  Trusts	 13

ARTICLE 15.  FUTURE OF THE PLAN	 13

15.1  Term of the Plan	 13

15.2  Amendment or Termination	 14

ARTICLE 16.  EXECUTION	 14

1995 OMNIBUS INCENTIVE PLAN

OF ETEC SYSTEMS, INC.





ARTICLE 1  INTRODUCTION

The Plan was adopted by the Board of Directors on
July 18, 1995, effective June 1, 1995.  The Company's stockholders
subsequently approved the Plan at the annual meeting of stockholders on
September 12, 1995, subject to the Company becoming a registered company
under section 12 of the Exchange Act.  The Company became a company registered
under section 12 of the Exchange Act on October 27, 1995.



The purpose of the Plan is to promote the long-term
success of the Company and the creation of shareholder value by
(a) encouraging Key Employees to focus on critical long-range objectives,
(b) encouraging the attraction and retention of Key Employees and
(c) linking the interests of Key Employees directly to those of
shareholders through increased stock ownership.  The Plan provides for Awards in
the form of Restricted Shares, Stock Units, or Options (which may constitute
incentive stock options or nonstatutory stock options).

The Plan is intended to comply in all respects with Rule 16b-3 (or its
successor) under the Exchange Act and shall be construed accordingly.



ARTICLE 2.  DEFINITIONS.



2.1  "Affiliate" means any entity other
than a subsidiary, if the Company and/or one or more Subsidiaries own not less
than 50% of such entity.



2.2  "Award" means any award of an
Option, a Restricted Share or a Stock Unit under the Plan.  Awards may be made
in any combination of NSO, Restricted Shares or Stock Units.



2.3  "Board of Directors" means the
Company's Board of Directors, as constituted from time to time.



2.4  "Change in Control" means the
shareholders of the Company approve a merger or consolidation of the Company
with, or the sale of substantially all the Company's assets to, any other person
or corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 80% of the total voting
power represented by the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation.

Any other provision of this Section 2.4 notwithstanding, the term
"Change in Control" shall not include either of the following events,
if undertaken at the election of the Company:



(i)	A transaction, the sole purpose of which is to
change the state of the Company's incorporation; or



(ii)	A transaction, the result of which is to sell
all or substantially all of the assets of the Company to another corporation
(the "surviving corporation"); provided that the surviving corporation
is owned directly or indirectly by the shareholders of the Company immediately
following such transaction in substantially the same proportions as their
ownership of the Company's common stock immediately preceding such transaction;
and provided, further, that the surviving corporation expressly assumes this
Plan and all outstanding Awards.

2.5	"Code" means the Internal Revenue
Code of 1986, as amended.



2.6	"Committee" means a committee of
the Board of Directors, as described in Article 3.



2.7	"Company" means ETEC Systems,
Inc., a Nevada corporation.



2.8	"Exchange Act" means the
Securities Exchange Act of 1934, as amended.



2.9	"Exercise Price" means the amount
for which one Share may be purchased upon exercise of an Option, as specified in
the applicable Stock Option Agreement.



2.10	"Fair Market Value" means (a)
the closing price of a Share on the principal exchange on which the Shares are
trading, on the date on which the Fair Market Value is determined, or (b) if the
Shares are not traded on an exchange but are quoted on NASDAQ or a successor
quotation system, the closing price on the date on which the Fair Market Value
is determined, or (c) if the Shares are not traded on an exchange or quoted on
the NASDAQ or a successor quotation system, the fair market value of a Share, as
determined by the Committee in good faith.  Such determination shall be
conclusive and binding on all persons.



Whenever possible, the determination of Fair Market Value
by the Committee shall be based on the prices reported in the Western Edition of
The Wall Street Journal.  Determinations of Fair Market Value shall be
conclusive and binding on all persons.



2.11	"ISO" means an incentive stock
option described in section 422(b) of the Code.



2.12	"Key Employee" means (a) a
common-law employee of the Company, a Parent, a Subsidiary or an Affiliate or
(b) a consultant or adviser who provides services to the Company, a Parent, a
Subsidiary or an Affiliate as an independent contractor.  Service as an
independent contractor shall be considered employment for all purposes of the
Plan, except as provided in Section 5.3.



2.13	"NSO" means an employee stock
option not described in sections 422 or 423 of the Code.



2.14	"Option" means an ISO or NSO
granted under the Plan and entitling the holder to purchase one Share.



2.15	"Optionee" means an individual
or estate who holds an Option.

2.16	"Outside Director" shall mean a
member of the Board of Directors who is not a common-law employee of the
Company, a Parent, a Subsidiary or an Affiliate.



2.17	"Parent" means any corporation
(other than the Company) in an unbroken chain of corporations ending with the
Company, if each of the corporations other than the Company owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.  A corporation that
attains the status of a Parent on a date after the adoption of the Plan shall be
considered a Parent commencing as of such date.



2.18	"Participant" means an
individual or estate who holds an Award.



2.19	"Plan" means this 1995 Omnibus
Incentive Plan of ETEC Systems, Inc., as it may be amended from time to
time.



2.20	"Restricted Share" means a
Share awarded under the Plan.



2.21	"Share" means one share of the
common stock of the Company.



2.22	"Stock Award Agreement" means
the agreement between the Company and the recipient of a Restricted Share or
Stock Unit which contains the terms, conditions and restrictions pertaining to
such Restricted Share or Stock Unit.



2.23	"Stock Option Agreement" means
the agreement between the Company and an Optionee which contains the terms,
conditions and restrictions pertaining to his or her Option.



2.24	"Stock Unit" means a bookkeeping
entry representing the equivalent of one Share, as awarded under the Plan.



2.25	"Subsidiary" means any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.  A corporation that attains the status of a Subsidiary on a date
after the adoption of the Plan shall be considered a Subsidiary commencing as of
such date.





ARTICLE 3.  ADMINISTRATION.



3.1  Committee Composition..  The Plan shall be
administered by the Committee.



(a)	Except as provided in Subsection (b), the
Board of Directors shall appoint a Committee to administer the Plan consisting
of two or more Outside Directors of the Company and meeting such other
requirements as may be established from time to time by the Securities and
Exchange Commission for plans intended to qualify for exemption under Rule 16b3
(or its successor) under the Exchange Act.





(b)	The Board of Directors may also appoint one or
more separate committees of the Board of Directors, each composed of one or more
directors of the company who need not be Outside Directors, who may administer
the Plan with respect to Kay Employees who are not officers or directors of the
Company, may grant Awards under the Plan to such Key Employees and may determine
all terms of such Awards.



3.2	Committee Responsibilities.  The Committee
shall (a) select the Key Employees who are to receive Awards under the
Plan, (b) determine the type, number, vesting requirements and other features
and conditions of such Awards, (c) interpret the Plan and (d) make all
other decisions relating to the operation of the Plan.  The Committee may adopt
such rules or guidelines, as it deems appropriate to implement the Plan.  The
Committee's determinations under the Plan shall be final and binding on all
persons.





ARTICLE 4.  SHARES AVAILABLE FOR
GRANTS



4.1	Basic Limitation.  Shares issued pursuant
to the Plan shall be authorized but unissued Shares and Shares acquired in the
open market.  The aggregate number of Shares reserved for award as Restricted
Shares, Stock Units, and Options shall be 3,975,000 Shares, provided that no
more than 10% of the preceding amount may be awarded as Restricted Shares. Any
Shares that have been reserved but not awarded as Restricted Shares, Stock
Units, and Options during any calendar year shall remain available for award in
any subsequent calendar year.  The limitations of this Section 4.1 shall be
subject to adjustment pursuant to Article 10.



4.2	Additional Shares.  If Stock Units or
Options are forfeited or if Options terminate for any other reason before being
exercised, then such Stock Units or Options shall again become available for
Awards under the Plan.  If Restricted Shares are forfeited before any dividends
have been paid with respect to such Restricted Shares, then such Restricted
Shares shall again become available for Awards under the Plan.  In addition, any
Shares previously issued under the Plan and repurchased by the Company shall
again become available for Awards under the Plan.

4.3	Dividend   Any dividend equivalents
distributed under the Plan shall not be applied against the number of Restricted
Shares, Stock Units, or Options available for Awards, whether or not such
dividend equivalents are converted into Stock Units.





ARTICLE 5.  ELIGIBILITY..



5.1	General Rules  Only Key Employees shall be
eligible for designation as Participants by the Committee.



5.2	Outside Directors  Outside Directors are
not eligible for Awards under this Plan.



5.3	Incentive Stock Options  Only Key Employees
who are common-law employees of the Company, a Parent or a Subsidiary shall be
eligible for the grant of ISOs.  Independent contractors and consultants are not
eligible for the grant of ISOs.  In addition, a Key Employee who owns more than
10% of the total combined voting power of all classes of outstanding stock of
the Company or any of its Parents or Subsidiaries shall not be eligible for the
grant of an ISO unless the requirements set forth in section 422(c)(5) of
the Code are satisfied.



ARTICLE 6.  OPTIONS

6.1	Stock Option Agreement  Each grant of an
Option under the Plan shall be evidenced by a Stock Option Agreement between the
Optionee and the Company.  Such Option shall be subject to all applicable terms
of the Plan and may be subject to any other terms that are not inconsistent with
the Plan, as determined by the Committee.  The Stock Option Agreement shall
specify whether or to what extent the Option is an ISO or an NSO.  The
provisions of the various Stock Option Agreements entered into under the Plan
need not be identical.

6.2	Number of Shares  Each Stock Option
Agreement shall specify the number of Shares subject to the Option and shall
provide for the adjustment of such number in accordance with Article 10.
Options granted to an Optionee in a single calendar year shall in no event
pertain to more than 100,000 Shares, subject to adjustment in accordance with
Article 10.



6.3	Exercise Price  Each Stock Option Agreement
shall specify the Exercise Price.  The Exercise Price per Share under an ISO
shall in no event be less than 100% of the Fair Market Value of a Share on the
date of grant (or, for a Key Employee who owns more than 10% of the total
combined voting power of all classes of outstanding stock of the Company or any
of its Parents or Subsidiaries, 110% of the Fair Market Value of a Share on the
date of grant).  In the case of an NSO, a Stock Option Agreement may specify an
Exercise Price that varies in accordance with a predetermined formula while the
NSO is outstanding, provided, however, that the Exercise Price per Share shall
in no event be less than 85% of the Fair Market Value of a Share on the date of
grant.



6.4	Exercisability and Term.  Each Stock Option
Agreement shall specify the date when all or any installment of the Option is to
become exercisable.  The Stock Option Agreement shall also specify the term of
the Option; provided that the term of an ISO shall in no event exceed
10 years from the date of grant (or, for a Key Employee who owns more than
10% of the total combined voting power of all classes of outstanding stock of
the Company or any of its Parents or Subsidiaries, five years from the date of
grant).  ISOs may not be exercised more than one year from the date of
termination if the termination was caused by death or disability and more than
60 days from the date of termination if the termination was for any other
reason.  The vesting of any Option shall be determined by the Committee in its
sole discretion, provided, however, that the Stock Option Agreement shall
provide for full and immediate exercisability in the event of the Optionee
terminates employment as a result of his or her death or a disability that the
Committee finds is a total and permanent disability.  Otherwise, the Stock
Option Agreement may provide for (1) accelerated exercisability in the event of
the Optionee's retirement or other events, (2) expiration prior to the end
of its term in the event of the termination of the Optionee's service or
(3) that unvested Options may be exercised, subject to Company's right of
repurchase with respect to unvested Shares.

6.5	Effect of Change in Control  The Committee
may determine, at the time of granting an Option or thereafter, that such Option
shall become fully exercisable as to all Shares subject to such Option in the
event of a Change in Control.  If the Committee finds that there is a reasonable
possibility that, within the succeeding six months, a Change in Control will
occur with respect to the Company, then the Committee at its sole discretion may
determine that any or all outstanding Options shall become fully exercisable as
to all Shares subject to such Options.



6.6	Modification or Assumption of Options
Within the limitations of the Plan, the Committee may modify, extend or assume
outstanding options or may accept the cancellation of outstanding options in
return for the grant of new options for the same or a different number of shares
and at the same or a different exercise price.  The foregoing notwithstanding,
no modification of an Option shall, without the consent of the Optionee, alter
or impair his or her rights or obligations under such Option.





ARTICLE 7	PAYMENT FOR OPTION

7.1	General Rule  The entire Exercise Price of
Shares issued upon exercise of Options shall be payable in cash at the time when
such Shares are purchased, except as follows:

(a)	n the case of an ISO granted under the Plan,
payment shall be made only pursuant to the express provisions of the applicable
Stock Option Agreement.  The Stock Option Agreement may specify that payment may
be made in any form(s) described in this Article 7.



(b)	In the case of an NSO, the Committee may at
any time accept payment in any form(s) described in Section 7.2, 7.3, 7.4
or 7.5.



7.2	Surrender of Stock  To the extent that
this Section 7.2 is applicable, payment for all or any part of the Exercise
Price may be made with Shares which have already been owned by the Optionee for
more than six months.  Such Shares shall be valued at their Fair Market Value on
the date when the new Shares are purchased under the Plan.



7.3	Exercise/Sale  To the extent that this
Section 7.3 is applicable, payment may be made by the delivery (on a form
prescribed by the Company) of an irrevocable direction to a securities broker
approved by the Company to sell Shares and to deliver all or part of the sales
proceeds to the Company in payment of all or part of the Exercise Price and any
withholding taxes.



7.4	Exercise/Pledge  To the extent that this
Section 7.4 is applicable, payment may be made by the delivery (on a form
prescribed by the Company) of an irrevocable direction to pledge Shares to a
securities broker or lender approved by the Company, as security for a loan, and
to deliver all or part of the loan proceeds to the Company in payment of all or
part of the Exercise Price and any withholding taxes.

7.5	Promissory Note  To the extent that this
Section 7.5 is applicable, payment for all or any part of the Exercise Price may
be made with a full-recourse promissory note.



7.6	Other Forms of Payment  To the extent that
this Section 7.6 is applicable, payment may be made in any other form that
is consistent with applicable laws, regulations and rules.





ARTICLE 8.  RESTRICTED SHARES AND STOCK
UNITS



8.1	Time, Amount and Form of Awards  Awards
under the Plan may be granted in the form of Restricted Shares, in the form of
Stock Units, or in any combination of both.  The amount of the Restricted Shares
granted is limited to 10% of the Shares available for awards under
Section 4.1.



8.2	Payment for Awards  Awards of Restricted
Shares may be made for no consideration.



8.3	Vesting Conditions  Each Award of
Restricted Shares or Stock Units shall become vested, in full or in
installments, upon satisfaction of the conditions specified in the Stock Award
Agreement.  A Stock Award Agreement may provide for accelerated vesting in the
event of the Participant's death, disability or retirement or other events.  The
Committee may determine, at the time of making an Award or thereafter, that such
Award shall become fully vested in the event that a Change in Control occurs
with respect to the Company.



8.4	Form and Time of Settlement of Stock Units
Settlement of vested Stock Units may be made in the form of (a) cash, (b) Shares
or (c) any combination of both.  The actual number of Stock Units eligible for
settlement may be smaller than the number included in the original Award, based
on predetermined performance factors.  Methods of converting Stock Units into
cash may include (without limitation) a method based on the average Fair Market
Value of Shares over a series of trading days.  Vested Stock Units may be
settled in a lump sum or in installments.  The distribution may occur or
commence when all vesting conditions applicable to the Stock Units have been
satisfied or have lapsed, or it may be deferred to any later date.  The amount
of a deferred distribution may be increased by an interest factor or by dividend
equivalents.  Until an Award of Stock Units is settled, the number of such Stock
Units shall be subject to adjustment pursuant to Article 10. Any Stock
Units Award that becomes payable after the recipient's death shall be
distributed to the recipient's designated beneficiary or beneficiaries or his or
her estate in accordance with Section 14.1.

8.5	 Creditors' Rights.  A holder of Stock
Units shall have no rights other than those of a general creditor of the
Company.  Stock Units represent an unfunded and unsecured obligation of the
Company, subject to the terms and conditions of the applicable Stock Award
Agreement.



ARTICLE 9	VOTING AND DIVIDEND RIGHTS



9.1	Restricted Shares  The holders of
Restricted Shares awarded under the Plan shall have the same voting, dividend
and other rights as the Company's other shareholders.  A Stock Award Agreement,
however, may require that the holders of Restricted Shares invest any cash
dividends received in additional Restricted Shares.  Such additional Restricted
Shares shall be subject to the same conditions and restrictions as the Award
with respect to which the dividends were paid.  Such additional Restricted
Shares shall not reduce the number of Shares available under Article 4.



9.2	Stock Units.  The holders of Stock Units
shall have no voting rights.  Prior to settlement or forfeiture, any Stock Unit
awarded under the Plan may, at the Committee's discretion, carry with it a right
to dividend equivalents.  Such right entitles the holder to be credited with an
amount equal to all cash dividends paid on one Share while the Stock Unit is
outstanding.  Dividend equivalents may be converted into additional Stock Units.
Settlement of dividend equivalents may be made in the form of cash, in the form
of Shares, or in a combination of both.  Prior to distribution, any dividend
equivalents which are not paid shall be subject to the same conditions and
restrictions as the Stock Units to which they attach.





ARTICLE 10	PROTECTION AGAINST DILUTION



10.1	Adjustments  In the event of a subdivision
of the outstanding Shares, a declaration of a dividend payable in Shares, a
declaration of a dividend payable in a form other than Shares in an amount that
has a material effect on the price of Shares, a combination or consolidation of
the outstanding Shares (by reclassification or otherwise) into a lesser number
of Shares, a recapitalization, a spinoff or a similar occurrence, the Committee
shall make such adjustments as it, in its sole discretion, deems appropriate in
one or more of (a) the number of Options, Restricted Shares and Stock Units
available for future Awards under Article 4, (b) the number of Stock
Units included in any prior Award which has not yet been settled, (c) the
number of Shares covered by each outstanding Option or (d) the Exercise
Price under each outstanding Option.  Except as provided in this
Article 10, a Participant shall have no rights by reason of any issue by
the Company of stock of any class or securities convertible into stock of any
class, any subdivision or consolidation of shares of stock of any class, the
payment of any stock dividend or any other increase or decrease in the number of
shares of stock of any class.



10.2	Reorganizations  In the event that the
Company is a party to a merger or other reorganization, outstanding Options,
Restricted Shares and Stock Units shall be subject to the agreement of merger or
reorganization.  Such agreement may provide, without limitation, for the
assumption of outstanding Awards by the surviving corporation or its parent, for
their continuation by the Company (if the Company is a surviving corporation),
for accelerated vesting and accelerated expiration, or for settlement in
cash.





ARTICLE 11	LIMITATION ON RIGHTS



11.1	Retention Rights  Neither the Plan nor any
Award granted under the Plan shall be deemed to give any individual a right to
remain an employee, consultant or director of the Company, a Parent, a
Subsidiary or an Affiliate.  The Company and its Parents and Subsidiaries
reserve the right to terminate the service of any employee, consultant or
director at any time, and for any reason, subject to applicable laws, the
Company's certificate of incorporation and bylaws and a written employment
agreement (if any).



11.2	Shareholders' Rights  A Participant shall
have no dividend rights, voting rights or other rights as a shareholder with
respect to any Shares covered by his or her Award prior to the issuance of a
stock certificate for such Shares.  No adjustment shall be made for cash
dividends or other rights for which the record date is prior to the date when
such certificate is issued, except as expressly provided in Articles 8, 9
and 10.



11.3	Regulatory Requirements  Any other
provision of the Plan notwithstanding, the obligation of the Company to issue
Shares under the Plan shall be subject to all applicable laws, rules and
regulations and such approval by any regulatory body as may be required.  The
Company reserves the right to restrict, in whole or in part, the delivery of
Shares pursuant to any Award prior to the satisfaction of all legal requirements
relating to the issuance of such Shares, to their registration, qualification or
listing or to an exemption from registration, qualification or listing.



ARTICLE 12	  LIMITATION ON PAYMENTS

12.1	Basic Rule  Any provision of the Plan
to the contrary notwithstanding, in the event that the independent auditors most
recently selected by the Board of Directors (the "Auditors") determine that any
payment or transfer by the Company to or for the benefit of a Participant,
whether paid or payable (or transferred or transferable) pursuant to the terms
of this Plan or otherwise (a "Payment"), would be nondeductible by the Company
for federal income tax purposes because of the provisions concerning "excess
parachute payments" in section 280G of the Code, then the aggregate present
value of all Payments shall be reduced (but not below zero) to the Reduced
Amount; provided that the Committee, at the time of making an Award under this
Plan or at any time thereafter, may specify in writing that such Award shall not
be so reduced and shall not be subject to this Article 12.  For purposes of
this Article 12, the "Reduced Amount" shall be the amount, expressed as a
present value, which maximizes the aggregate present value of the Payments
without causing any Payment to be nondeductible by the Company because of
section 280G of the Code.

12.2	Reduction of Payments  If the Auditors
determine that any Payment would be nondeductible by the Company because of
section 280G of the Code, then the Company shall promptly give the Participant
notice to that effect and a copy of the detailed calculation thereof and of the
Reduced Amount, and the Participant may then elect, in his or her sole
discretion, which and how much of the Payments shall be eliminated or reduced
(as long as after such election the aggregate present value of the Payments
equals the Reduced Amount) and shall advise the Company in writing of his or her
election within 10 days of receipt of notice.  If no such election is made
by the Participant within such 10-day period, then the Company may elect which
and how much of the Payments shall be eliminated or reduced (as long as after
such election the aggregate present value of the Payments equals the Reduced
Amount) and shall notify the Participant promptly of such election.  For
purposes of this Article 12, present value shall be determined in
accordance with section 280G(d)(4) of the Code.  All determinations made by the
Auditors under this Article 12 shall be binding upon the Company and the
Participant and shall be made within 60 days of the date when a payment
becomes payable or transferable.  As promptly as practicable following such
determination and the elections hereunder, the Company shall pay or transfer to
or for the benefit of the Participant such amounts as are then due to him or her
under the Plan and shall promptly pay or transfer to or for the benefit of the
Participant in the future such amounts as become due to him or her under the
Plan.

12.3	Overpayments and Underpayments  As a
result of uncertainty in the application of section 280G of the Code at the time
of an initial determination by the Auditors hereunder, it is possible that
Payments will have been made by the Company which should not have been made (an
"Overpayment") or that additional Payments which will not have been made by the
Company could have been made (an "Underpayment"), consistent in each case with
the calculation of the Reduced Amount hereunder.  In the event that the
Auditors, based upon the assertion of a deficiency by the Internal Revenue
Service against the Company or the Participant which the Auditors believe has a
high probability of success, determine that an Overpayment has been made, such
Overpayment shall be treated for all purposes as a loan to the Participant which
he or she shall repay to the Company, together with interest at the applicable
federal rate provided in section 7872(f)(2) of the Code; provided, however, that
no amount shall be payable by the Participant to the Company if and to the
extent that such payment would not reduce the amount which is subject to
taxation under section 4999 of the Code.  In the event that the Auditors
determine that an Underpayment has occurred, such Underpayment shall promptly be
paid or transferred by the Company to or for the benefit of the Participant,
together with interest at the applicable federal rate provided in section
7872(f)(2) of the Code.



12.4	Related  For purposes of this
Article 12, the term "Company" shall include affiliated
corporations to the extent determined by the Auditors in accordance with section
280G(d)(5) of the Code.





ARTICLE 13.  WITHHOLDING TAXES



13.1	General.  To the extent required by
applicable federal, state, local or foreign law, a Participant or his or her
successor shall make arrangements satisfactory to the Company for the
satisfaction of any withholding tax obligations that arise in connection with
the Plan.  The Company shall not be required to issue any Shares or make any
cash payment under the Plan until such obligations are satisfied.



13.2	Share Withholding  The Committee may
permit a Participant to satisfy all or part of his or her withholding or income
tax obligations by having the Company withhold all or a portion of any Shares
that otherwise would be issued to him or her or by surrendering all or a portion
of any Shares that he or she previously acquired.  Such Shares shall be valued
at their Fair Market Value on the date when taxes otherwise would be withheld in
cash.  Any payment of taxes by assigning Shares to the Company may be subject to
restrictions, including any restrictions required by rules of the Securities and
Exchange Commission.



ARTICLE 14	
ASSIGNMENT OR TRANSFER OF AWARDS.



14.1	General
Except as provided in Article 14, Subsections (a) and (b), below, and
Section 14.2, an Award granted under the Plan shall not be anticipated,
assigned, attached, garnished, optioned, transferred or made subject to any
creditor's process, whether voluntarily, involuntarily or by operation of law.
An Option may be exercised during the lifetime of the Optionee only by him or
her or by his or her guardian or legal representative.  Any act in violation of
this Article 14 shall be void.



(a)	Each Participant shall designate a beneficiary
or beneficiaries to receive or exercise any outstanding Awards at the time of
the Participant's death. The designation shall be made on the form prescribed
for the purpose by the Company.  In the event no beneficiary is designated by
the Participant or no designated beneficiary survives the Participant, any
outstanding Awards at the time of the Participant's death shall be transferred
by will or by the laws of descent and distribution.







(b)	Rights under Awards may be assigned to an
Alternate Payee pursuant to a QDRO.  The assignment of an Award to an Alternate
Payee pursuant to a QDRO shall not be treated as a new grant.  The transfer of
an ISO to an Alternate Payee may, however, cause it to fail to qualify as an
ISO.  If an Award is assigned to an Alternate Payee pursuant to a QDRO, the
Alternate Payee generally has the same rights as the grantee under the terms of
the Plan, except that (1) the Award shall be subject to the same vesting terms
and exercise period as if the Award were held by the grantee, (2) an Alternate
Payee may not transfer an Award and (3) and Alternate Payee is ineligible for
re-load Options.  For purposes of the Subsection (b), the word "QDRO" means a
court order (1) that recognizes the right of the spouse, former spouse or child
(an "Alternate Payee") of an individual who is granted an Award to an interest
in such Award relating to marital property rights or support obligations and (2)
that the Committee determines to be a "qualified domestic relations order," as
that term is defined in section 414(p) of the Code, but for the fact that the
Plan is not a plan described in section 3(3) of the Employee Retirement Income
Security Act of 1974.

14.2	Trusts  Neither this Article 14 nor
any other provision of the Plan shall preclude a Participant from transferring
or assigning Restricted Shares or Stock Units to (a) the trustee of a trust
that is revocable by such Participant alone, both at the time of the transfer or
assignment and at all times thereafter prior to such Participant's death, or
(b) the trustee of any other trust to the extent approved in advance by the
Committee in writing.  A transfer or assignment of Restricted Shares or Stock
Units from such trustee to any person other than such Participant shall be
permitted only to the extent approved in advance by the Committee in writing,
and Restricted Shares or Stock Units held by such trustee shall be subject to
all of the conditions and restrictions set forth in the Plan and in the
applicable Stock Award Agreement, as if such trustee were a party to such
Agreement.



ARTICLE 15	.  FUTURE OF THE PLAN



15.1	Term of the Plan  The Plan, as set forth
herein, shall become effective on the date of its adoption by the Board of
Directors; provided, however, it is approved by the Company's shareholders
within 12 months before or after the date of adoption.  In the event the
Company's shareholders fail to approve the Plan within 12 months after its
adoption by the Board of Directors, any Options granted under the Plan shall be
null and void, shares received upon the exercise of such Options shall not be
counted in determining whether shareholder approval has been obtained, and no
additional Option grants shall be made. The Plan shall terminate automatically
ten (10) years after its adoption by the Board of Directors and may be
terminated on any earlier date pursuant to Section 15.2.  No ISOs shall be
granted after May 31, 2005.



15.2	Amendment or Termination  The Board of
Directors may, at any time and for any reason, amend or terminate the Plan.  An
amendment of the Plan shall be subject to the approval of the Company's
shareholders only to the extent required by applicable laws, regulations or
rules.  No Awards shall be granted under the Plan after the termination thereof.
The termination of the Plan, or any amendment thereof, shall not affect any
Award previously granted under the Plan.

ARTICLE 16	  EXECUTION

To record the amendment of the Plan by the Board of
Directors on December 8, 1998 the Company has caused its duly authorized officer
to affix the corporate name and seal hereto.

ETEC SYSTEMS, INC.





By:                /s/

Stephen E. Cooper

Its:	Chairman of the Board, President

and Chief Executive Officer



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