Etec Systems, Inc.
                                        26460 Corporate  Avenue
                                        Hayward, CA  94545 USA
                                        (510) 783-9210
                                        Fax (510) 887-2870

August 8, 1993


Ms. Trisha Dohren
1453 Willow Lake Road
Byron, CA  94514

Dear Ms. Dohren:

Etec Systems, Inc.  is pleased to present you with this offer of 
employment to be Vice President of Human Resources.  The following 
summarizes the provisions of Etec's offer:

Position

The position is Vice President of Human Resources with corporate 
responsibility for all activities normally covered by the human resource 
function.  Your responsibilities would include employee relations, 
staffing, salary administration, stock administration, employee 
benefits, training and development, and employee safety and health.  In 
addition, you will initially be responsible for security and corporate 
facilities.  As a member of the Etec corporate staff you will report 
directly to Stephen E. Cooper, President and Chief Executive Officer.

Compensation

Your starting salary will be $3076.92 biweekly ($80,000 annualized).  
During your first three months of employment you will be responsible for 
drafting a performance based key employee bonus plan to be submitted to 
the Board of Directors for their approval at their December 7, 1993 
meeting.  It is intended that you will participate in this plan together 
with the other key members of the corporate staff.

Stock

Subject to Board of Directors approval, you will receive an option 
through the Employee Stock Option Plan to purchase 20,000 shares of Etec 
common stock at $.45 per share, which will vest over a three year period 
beginning with your employment date.

Termination of Employment

Should your employment with Etec Systems, Inc. be terminated by the 
company for other than cause, you will be entitled to thirteen weeks 
(13) salary continuance following the termination date.


Benefits

You qualify for our standard employee benefits of insurance and our 401K 
Program, details of which are provided under separate cover.  As a Vice 
President you will be entitled to four weeks vacation per calendar year 
with the first year calculated on a pro rata basis.

Your appointment as a vice president and the terms of your stock offer 
are subject to Board of Directors approval and will be addressed at the 
September 8, 1993 board meeting.

I believe you will agree that your employment with Etec will provide an 
excellent opportunity for both professional and personal satisfaction 
and growth.  I look forward to your joining the team and helping Etec 
become the worldwide leader in providing pattern generation solutions to 
the electronics industry.

This offer is valid until August 23, 1993.  If you have any questions 
regarding this offer, please do not hesitate to contact me.  To accept 
this offer please return one copy signed and dated.

Very truly yours,

/s/ Steven E. Cooper

Stephen E. Cooper
President and CEO

Accepted:         /s/ Trisha Dohren             Date:         8/19/93   
                  -----------------                         ---------
                  Trisha Dohren


My start date will be:          8/30/93 
                                -------

<PAGE>


                                     Etec Systems, Inc.
                                     Hayward, CA 94545 USA
                                     (510) 783-9210
                                     Fax (510) 887-2870


July 28, 1995



Ms. Trisha Dohren
1453 Willow Lake Road
Byron, CA  94514

Re:  Employment Offer Letter dated August 8, 1993

Dear Trisha:

Per our discussion following the offer and acceptance of employment by 
Phil Koen, the paragraph Termination of Employment in my letter of 
August 8, 1993 is amended to read as follows:

" Should your employment with Etec Systems, Inc. be 
terminated by the company for other than cause, you will be 
entitled to twenty six (26) weeks salary continuance 
following the termination date."

Please acknowledge this correction by signing below and attaching 
a copy to the original letter.

Best regards,

/s/ Stephen E. Cooper

Stephen E Cooper
Chairman, 
President and CEO

SEC/mhr

                Accepted by: /s/  Trisha Dohren    7/28/95
                                 -------------     ------- 
                                  Trisha Dohren      Date