EXHIBIT 10.27





THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED LEASE AGREEMENT



THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT (the
"Amendment"), dated as of February __, 1999 is entered into by and
between ET LLC, a Delaware Limited Liability Company d/b/a ET QRS LLC
("Landlord") and ETEC SYSTEMS, INC., a Nevada corporation
("Tenant") and consented to by TEACHERS INSURANCE AND ANNUITY ASSOCIATION
OF AMERICA, a New York life insurance company (the "Lender").



W I T N E S S E T H

WHEREAS Landlord and Tenant entered into a Second Amended and Restated
Lease Agreement dated as of February 2, 1998 between Landlord and Tenant (as
amended by the First Amendment to Second Amended and Restated Lease Agreement
dated as of March 31, 1998 and the Second Amendment to Second Amended and
Restated Lease Agreement dated as of May 8, 1998, the "Lease");

WHEREAS Tenant wishes to issue certain Convertible Subordinated
Debentures (the "Convertible Subordinated Debentures") pursuant to an Indenture
(the "Indenture") to be entered into between Tenant and State Street Bank and
Trust Company of California, as trustee, with subordination provisions
("Subordination Provisions") no less favorable to Landlord than the
subordination provisions described in Article 13 of the draft dated February 15,
1999 of the indenture attached as Exhibit A hereto.

WHEREAS Landlord and Tenant now desire to clarify certain provisions of
the Lease and enter into this Amendment as hereinafter set forth to facilitate
the issuance of the Convertible Subordinated Debentures.

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:

1.	Unless otherwise defined herein, capitalized terms used herein
shall have the meanings, if any, assigned to them in the Lease.

2.	Paragraph 4(n) of Exhibit E to the Lease, the definition of
"Restricted Payments," is hereby amended by adding immediately before the period
at the end of such definition, the following phrase:

; provided, further, that none of (x) the payment by the Tenant of the
principal amount of any Qualified Subordinated Debt which is convertible into
equity securities of the Tenant, together with accrued and unpaid interest on
the final maturity date of such Qualified Subordinated Debt, (y) the purchase,
redemption or other acquisition or retirement for value of any Qualified
Subordinated Debt with any junior securities, or (z) the honoring by the tenant
of any conversion request by a holder of Qualified Subordinated Debt that is
convertible into equity securities of the Tenant or other junior securities
(including the payment by Tenant of any cash in lieu of fractional shares),
shall be a "Restricted Payment" for purposes of this definition.  For purposes
of this definition "junior securities" shall mean (a) equity
securities of Tenant, or (b) other securities of Tenant that are subordinated in
right of payment to Tenant's Superior Indebtedness (as defined in Schedule 1
hereto) to substantially the same extent, or to a greater extent, as the
Qualified Subordinated Debt being purchased, redeemed, acquired, or retired for
value.

3.	Landlord and Lender hereby approve and consent to the Subordination
Provisions and hereby agree that all Indebtedness of Tenant incurred in
connection with the Convertible Subordinated Debentures or the Indenture shall
constitute "Qualified Subordinated Debt" for purposes of Exhibit E to the
Lease.

4.	Except as is specifically modified hereby, the terms and conditions
of the Lease shall remain in full force and effect and from and after the date
hereof the term "Lease" shall refer to the Lease as amended by this
Amendment.

5.	This Amendment shall be binding upon the parties hereto and their
respective successors and assigns.

6.	The Landlord and the Tenant hereby designate all obligations and
liabilities (contingent or otherwise) of the Tenant in respect of the Lease and
related documents (in each case, as the same have, or may be, amended,
supplemented, amended and restated or otherwise modified or assigned from time
to time, including by this Amendment) to be "Designated Senior Debt"
for purposes of the Indenture.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
and delivered this Amendment as of the date first above written.



LANDLORD:

ET LLC, a Delaware limited liability company,

d/b/a ET QRS LLC

By:  	Corporate Property Associates

12 Incorporated, Member



By:__/s/__________________________

Name: W. Sean Souak

Title: FVP

By:  	Corporate Property Associates

14 Incorporated, Member



By:__/s/__________________________

Name: W. Sean Souak

Title:   FVP

TENANT:

ETEC SYSTEMS, INC.,

a Nevada corporation



By:_____/s/________________________

Name: William D. Snyder

Title:   CFO





The undersigned hereby acknowledges
and								consents to the foregoing Amendment.

TEACHERS INSURANCE AND ANNUITY
							ASSOCIATION OF AMERICA, a New York
							life insurance company



By:___/s/__________________________

Name: David Persky

Title: Assoc. Director

Definitions.

"Designated Senior Debt" means (i) the
Company's existing credit facility, (ii) the Second Amended and Restated Lease
Agreement dated as of February 2, 1998 by and between ET LLC, d/b/a ET QRS LLC,
as landlord and the Company as tenant and related documents (in each case, as
the same may be amended, supplemented, amended and restated or otherwise
modified or assigned from time to time, (iii) the Participation Agreement dated
as of December 5, 1997 among the Company, Lease Plan North America, Inc., the
participants named therein and ABN AMRO Bank N.V., as agent for the participants
and the related lease and other documents (in each case, as the same may be
amended, supplemented, amended and restated or otherwise modified or assigned
from the time to time, and (iv) the Company's obligations under any other
particular Senior Debt with respect to which the instrument creating or
evidencing the same or the assumption or guarantee thereof (or related
agreements or documents to which the Company is a party) expressly provides that
such Senior Debt shall be "Designated Senior Debt" for purposes of the Indenture
(provided that such instrument, agreement or other document may place
limitations and conditions on the right of such Senior Debt to exercise the
rights of Designated Senior Debt).

* * *

"Indebtedness" when used with respect to any
Person, and without duplication means:

1. all indebtedness, obligations and other liabilities
(contingent or otherwise) of such Person for borrowed money (including
obligations of the Company in respect of overdrafts, foreign exchange contracts,
currency exchange agreements, interest rate protection agreements, and any loans
or advances from banks, whether or not evidenced by notes or similar
instruments) or evidenced by bonds, debentures, notes or other instruments for
the payment of money, or incurred in connection with the acquisition of any
property, services or assets (whether or not the recourse of the lender is to
the whole of the assets of such Person or to only a portion thereof), other than
any account payable or other accrued current liability or obligation to trade
creditors incurred in the ordinary course of business in connection with the
obtaining of materials or services,
2. all reimbursement obligations and other liabilities
(contingent or otherwise) of such Person with respect to letters of credit, bank
guarantees, bankers' acceptances, surety bonds, performance bonds or other
guaranty of contractual performance,
3. all obligations and liabilities (contingent or otherwise)
in respect of (w) leases of such Person required, in conformity with generally
accepted accounting principles, to be accounted for as capitalized lease
obligations on the balance sheet of such Person,  (x) any lease or related
documents (including a purchase agreement) in connection with the lease of real
property which provides that such Person is contractually obligated to purchase
or cause a third party to purchase the leased property and thereby guarantee a
minimum residual value of the leased property to the landlord and the
obligations of such Person under such lease or related document to purchase or
to cause a third party to purchase the leased property, (y) the Second Amended
and Restated Lease Agreement dated as of February 2, 1998 by and between ET LLC,
d/b/a ET QRS LLC, as landlord and the Company as tenant and related documents
(in each case, as the same may be amended, supplemented, amended and restated or
otherwise modified or assigned from time to time), and (z) the Participation
Agreement dated as of December 5, 1997 among the Company, Lease Plan North
America, Inc., the participants named therein and ABN AMRO Bank N.V., as agent
for the participants and the related lease and other documents (in each case, as
the same may be amended, supplemented, amended and restated or otherwise
modified or assigned from time to time),
4. all obligations of such Person (contingent or otherwise)
with respect to an interest rate or other swap, cap or collar agreement or other
similar instrument or agreement or foreign currency hedge, exchange, purchase or
similar instrument or agreement,
5. all direct or indirect guaranties or similar agreements
by such Person in respect of, and obligations or liabilities (contingent or
otherwise) of such Person to purchase or otherwise acquire or otherwise assure a
creditor against loss in respect of, indebtedness, obligations or liabilities of
another Person of the kind described in clauses (i) through (iv),
6. any indebtedness or other obligations described in
clauses (i) through (iv) secured by any mortgage, pledge, lien or other
encumbrance existing on property which is owned or held by such Person,
regardless of whether the indebtedness or other obligation secured thereby shall
have been assumed by such Person, and
7. any and all deferrals, renewals, extensions and
refundings of, or amendments, modifications or supplements to, any indebtedness,
obligation or liability of the kind described in clauses (i) through (vi).

* * *

"Senior Debt" means the
principal of, premium, if any, interest (including all interest accruing
subsequent to the commencement of any bankruptcy or similar proceeding, whether
or not a claim for post-petition interest is allowable as a claim in any such
proceeding) and rent payable on or termination payment with respect to or in
connection with, and all fees, costs, expenses and other amounts accrued or due
on or in connection with, Indebtedness (as defined) of the Company, whether
outstanding on the date of the Indenture or thereafter created, incurred,
assumed, guaranteed or in effect guaranteed by the Company (including all
deferrals, renewals, extensions or refundings of, or amendments, modifications
or supplements to, the foregoing), unless in the case of any particular
Indebtedness the instrument creating or evidencing the same or the assumption or
guarantee thereof expressly provides that such Indebtedness shall not be senior
in right of payment to the Securities or expressly provides that such
Indebtedness is pair passu or junior to the Securities.  Notwithstanding
the foregoing, the term Senior Debt shall include, without limitation, all
Designated Senior Debt, and shall not include Indebtedness of the Company to any
subsidiary of the Company, a majority of the voting stock of which is owned,
directly or indirectly, by the Company.

Subordination.

1. SUBORDINATION
2. Securities
Subordinated to Senior Debt.
3. In the event of any distribution of assets of the Company
upon any dissolution, winding up, liquidation or reorganization of the Company,
whether in bankruptcy, insolvency, reorganization or receivership proceedings or
upon an assignment for the benefit of creditors or any other marshalling of the
assets and liabilities of the Company or otherwise, then the holders of all
Senior Debt shall first be entitled to receive payment of the full amount due
thereon in respect of all such Senior Debt and all other amounts due or
provision shall be made for such amount in cash, or other payments satisfactory
to the holders of Senior Debt, before the Holders of any of the Securities are
entitled to receive any payment or distribution of any character, whether in
cash, securities or other property, on account of the principal of or premium,
if any, or interest (including Liquidated Damages, if any) on the indebtedness
evidenced by the Securities.
4. In the event of any acceleration of Maturity of the
Securities because of an Event of Default, then, unless and until the full
amount due in respect of all Senior Debt is paid in cash or other form of
payment satisfactory to the holders of Senior Debt, no payment shall be made by
the Company with respect to the principal of, premium, if any, or interest
(including Liquidated Damages, if any) on the Securities or to acquire any of
the Securities (including any redemption, cash conversion or repurchase pursuant
to the exercise of the Repurchase Right).
5. In the event of and during the continuance of any default
in payment of the principal of or premium, if any, or interest on, rent or other
payment obligation in respect of, any Designated Senior Debt, then, unless and
until all such payments due in respect of such Designated Senior Debt have been
paid in full in cash or other payments satisfactory to the holders of Designated
Senior Debt, no payment shall be made by the Company with respect to the
principal of, premium, if any, or interest (including Liquidated Damages, if
any) on the Securities.
6. During the continuance of any event of default with
respect to any Designated Senior Debt, as such event of default is defined under
any such Designated Senior Debt or in any agreement pursuant to which any
Designated Senior Debt has been issued (other than a default in payment of the
principal of or premium, if any, or interest on, rent or other payment
obligation in respect of any Designated Senior Debt), permitting the holder or
holders of such Designated Senior Debt to accelerate the maturity thereof (or in
the case of any lease, permitting the landlord either to terminate the lease or
to require the Company to make an irrevocable offer to terminate the lease
following an event of default thereunder), no payment shall be made by the
Company, directly or indirectly, with respect to principal of, premium, if any,
or interest (including Liquidated Damages, if any) on the Securities for 179
days following notice in writing (a "Payment Blockage Notice") to the
Company, from any holder or holders of such Designated Senior Debt or their
representative or representatives or the trustee or trustees under any indenture
or under which any instrument evidencing any such Designated Senior Debt may
have been issued, that such an event of default has occurred and is continuing,
unless such event of default has been cured or waived or such Designated Senior
Debt has been paid in full; provided, however, if the maturity of such
Designated Senior Debt is accelerated (or in the case of any lease, as a result
of such event of default, the landlord under the lease has given the Company
notice of its intention to terminate the lease or to require the Company to make
an irrevocable offer to terminate the lease), no payment may be made on the
Securities until such Designated Senior Debt has been paid in full in cash or
such acceleration (or termination, in the case of a lease) has been cured or
waived.  For purposes of this Section 13.1(d), such Payment Blockage Notice
shall be deemed to include notice of all other events of default under such
indenture or instrument, which are continuing at the time of the event of
default specified in such Payment Blockage Notice. The provisions of this
Section 13.1(d) shall apply only to one such Payment Blockage Notice given
in any period of 365 days with respect to any issue of Designated Senior Debt,
and no such continuing event of default that existed or was continuing on the
date of delivery of any Payment Blockage Notice shall be, or shall be made the
basis for a subsequent Payment Blockage Notice.
7. In the event that, notwithstanding the foregoing
provisions of Sections 13.1(a), through (d), any payment on account of
principal, premium, if any, or interest (including Liquidated Damages, if any)
on the Securities shall be made by or on behalf of the Company and received by
the Trustee, by any Holder or by any Paying Agent (or, if the Company is acting
as its own Paying Agent, money for any such payment shall be segregated and held
in trust), (i) after the occurrence of an event specified in
Section 13.1(a) or (b), then, unless and until all Senior Debt is paid in
full in cash, or provision shall he made therefor, (ii) after the happening of
an event of default under any Designated Senior Debt of the type specified in
Section 13.1(c) above, then, unless and until the amount of such Designated
Senior Debt then due shall have been paid in full, or provision made therefor or
such event of default shall have been cured or waived, or (iii) after the
happening of an event of default of the type specified in Section 13.1(d)
above and the delivery of a Payment Blockage Notice, unless and until such event
of default shall have been cured or waived or the 179-day period specified in
Section 13.1(d) shall have expired, such payment (subject, in each case, to
the provisions of Section 13.7) shall be held in trust for the benefit of,
and shall be immediately paid over to, the holders of Designated Senior Debt
(unless an event described in Section 13.1(a) or (b) has occurred, in which case
the payment shall be held in trust for the benefit of, and shall be immediately
paid over to all holders of Senior Debt) or their representative or
representatives or the trustee or trustees under any indenture under which any
instruments evidencing any of the Designated Senior Debt or Senior Debt, as the
case may be, may have been issued, as their interests my appear.  The Company
shall give prompt written notice to the Trustee of any default under any Senior
Debt or under any agreement pursuant to which Senior Debt may have been
issued.
8. Subrogation.
9. Obligation of
Company Unconditional.
10. Maturity of or
Default on Senior Debt.
11. Payments on
Securities Permitted.
12. Effectuation of
Subordination by Trustee.
13. Knowledge of
Trustee.
14. Trustee's Relation
to Senior Debt.
15. Rights of Holders of
Senior Debt Not Impaired.
16. Modification of
Terms of Senior Debt.
17. Certain Conversions
Not Deemed Payment.

For the purposes of this Article 13 only,
(1) the issuance and delivery of junior securities upon conversion of
Securities in accordance with Article 12 shall not be deemed to constitute
a payment or distribution on account of the principal of, premium, if any, or
interest (including Liquidated Damages, if any) on Securities or on account of
the purchase or other acquisition of Securities, and (2) the payment,
issuance or delivery of cash (except in satisfaction of fractional shares
pursuant to Section 12.3), property or securities (other than junior
securities) upon conversion of a Security shall be deemed to constitute payment
on account of the principal of, premium, if any, or interest (including
Liquidated Damages, if any) on such Security.  For the purposes of this
Section 13.11, the term "junior securities" means (a) shares
of any common stock of the Company or (b) other securities of the Company
that are subordinated in right of payment to all Senior Debt that may be
outstanding at the time of issuance or delivery of such securities to
substantially the same extend as, or to a greater extent that, the Securities
are so subordinated as provided in this Article.  Nothing contained in this
Article 13 or elsewhere in this Indenture or in the Securities is intended
to or shall impair, as among the Company, its creditors (other than holders of
Senior Debt) and the Holders of Securities, the right, which is absolute and
unconditional, of the Holder of any Security to convert such Security in
accordance with Article 12.

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