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                                                                    Exhibit 4.16

                             ASM INTERNATIONAL N.V.


                                  $100,000,000

                                Principal Amount

             5% Convertible Subordinated Notes due November 15, 2005

                               Purchase Agreement

                                November 14, 2001



                            CIBC WORLD MARKETS CORP.
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             5% Convertible Subordinated Notes due November 15, 2005

                            of ASM INTERNATIONAL N.V.

                            CIBC WORLD MARKETS CORP.


                                November 14, 2001



CIBC World Markets Corp.
425 Lexington Avenue, 6th Floor
New York, New York 10017

Dear Sirs and Madams:

         ASM International N.V., a public limited liability company organized
under the laws of the Kingdom of the Netherlands (the "COMPANY"), proposes to
issue and sell to CIBC World Markets Corp. ("CIBC" or the "INITIAL PURCHASER")
an aggregate of $100,000,000 in principal amount of its 5% Convertible
Subordinated Notes due November 15, 2005 (the "FIRM NOTES"), subject to the
terms and conditions set forth herein. The Company also proposes to issue and
sell to the Initial Purchaser not more than an additional $15,000,000 in
aggregate principal amount of its 5% Convertible Subordinated Notes due November
15, 2005 (the "ADDITIONAL NOTES"), if requested by the Initial Purchaser as
provided in Section 2 hereof. The Firm Notes and the Additional Notes are herein
collectively referred to as the "NOTES." The Notes are to be issued pursuant to
the provisions of an indenture (the "INDENTURE"), to be dated as of the Closing
Date (as hereinafter defined), between the Company and Citibank, N.A., as
trustee (the "TRUSTEE"), pursuant to which the Notes, as provided therein, will
be convertible at the option of the holders thereof into the Company's common
shares, E0.04 par value per share (the "COMMON SHARES"). The Notes and the
Common Shares issuable upon conversion thereof are herein collectively referred
to as the "SECURITIES." The Securities and the Indenture are more fully
described in the Offering Circular (as hereinafter defined). Capitalized terms
used but not defined herein shall have the meanings given to such terms in the
Indenture.

    1.   OFFERING CIRCULAR. The Notes will be offered and sold to the Initial
Purchaser pursuant to one or more exemptions from the registration requirements
under the Securities Act of 1933, as amended (the "ACT"). The Company has
prepared a preliminary Offering Circular, dated November 5, 2001 (the
"PRELIMINARY OFFERING Circular"), and a final Offering Circular, dated November
14, 2001 (the "OFFERING CIRCULAR"), relating to the Notes.


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         Upon original issuance thereof, and until such time as the same is no
longer required pursuant to the Indenture, the Notes (and all securities issued
in exchange therefor, in substitution thereof or upon conversion thereof) shall
bear the following legend:

         "THIS NOTE AND ANY COMMON SHARES ISSUABLE UPON THE CONVERSION OF THIS
         NOTE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE
         TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
         EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED
         THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE
         PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
         THEREUNDER OR OTHER EXEMPTIONS THEREFROM.

         THIS NOTE AND ANY COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE
         MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
         (A)(1) TO A PERSON THAT THE TRANSFEROR REASONABLY BELIEVES IS A
         QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
         SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A
         QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS
         OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
         SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO
         AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE
         MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
         SECURITIES ACT THAT PRIOR TO SUCH TRANSFER PROVIDES TO THE TRUSTEE FOR
         THE NOTES A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
         AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE NOTES (THE
         FORM OF THE LETTER CAN BE OBTAINED FROM THE TRUSTEE OF THE NOTES), (4)
         PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
         ACT (IF AVAILABLE) (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO
         ASM INTERNATIONAL N.V.) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
         STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL
         APPLICABLE SECURITIES LAWS


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         OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

         THIS NOTE, ANY COMMON SHARES ISSUABLE UPON ITS CONVERSION AND ANY
         RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME
         TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE
         AND ANY SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR
         REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO
         THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER
         OF THIS NOTE AND SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE OF THIS
         NOTE AND ANY SUCH SHARES TO HAVE AGREED TO ANY SUCH AMENDMENT OR
         SUPPLEMENT."

         2. AGREEMENTS TO SELL AND PURCHASE.

                  (a) On the basis of the representations, warranties and
         covenants contained in this Agreement, and subject to the terms and
         conditions contained herein, the Company agrees to issue and sell to
         the Initial Purchaser, and the Initial Purchaser agrees to purchase
         from the Company, $100,000,000 principal amount of Firm Notes at a
         purchase price equal to 100% of the principal amount thereof (the
         "PURCHASE PRICE").

                  (b) On the basis of the representations and warranties
         contained in this Agreement, and subject to its terms and conditions,
         (i) the Company agrees to issue and sell the Additional Notes and (ii)
         the Initial Purchaser shall have a right, but not the obligation, to
         purchase the Additional Notes, from the Company at the Purchase Price.
         Additional Notes may be purchased solely for the purpose of covering
         over-allotments made in connection with the offering of the Firm Notes.
         The Initial Purchaser may exercise its right to purchase Additional
         Notes in whole or in part from time to time by giving written notice
         thereof to the Company at any time within 45 days after the date of
         this Agreement. Such notice shall specify the aggregate principal
         amount of Additional Notes to be purchased pursuant to such exercise
         and the date for payment and delivery thereof. The date specified in
         any such notice shall be a business day (i) no earlier than the Closing
         Date, (ii) no later than ten business days after such notice has been
         given and (iii) no earlier than two business days after such notice has
         been given.

         3. TERMS OF OFFERING. The Initial Purchaser has advised the Company
that the Initial Purchaser will make offers (the "EXEMPT RESALES") of the Notes
purchased hereunder on the terms set forth in the Offering Circular, as amended
or supplemented,


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solely to persons whom the Initial Purchaser reasonably believes to be
"qualified institutional buyers" as defined in Rule 144A under the Act
("ELIGIBLE PURCHASERS"). The Initial Purchaser will offer the Notes to Eligible
Purchasers initially at a price equal to 100% of the principal amount thereof.
Such price may be changed at any time without notice.

         This Agreement, the Indenture, and the Notes are hereinafter sometimes
referred to collectively as the "OPERATIVE DOCUMENTS."

         4. DELIVERY AND PAYMENT.

                  (a) Delivery of, and payment of the Purchase Price for, the
         Firm Notes shall be made at the offices of Gibson, Dunn & Crutcher LLP,
         200 Park Avenue, New York, NY 10166, or such other location as may be
         mutually acceptable. Such delivery and payment shall be made at 9:00
         a.m., New York City time, on November 19, 2001 or at such other time on
         the same date or such other date as the Initial Purchaser and the
         Company shall agree in writing. The time and date of such delivery and
         the payment for the Firm Notes are herein called the "CLOSING DATE."

                  (b) Delivery of, and payment for, any Additional Notes to be
         purchased by the Initial Purchaser shall be made at the offices of
         Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, NY 10166 at
         9:00 a.m., New York City time, on the date specified in the exercise
         notice given by the Initial Purchaser pursuant to Section 2(b) or such
         other time on the same or such other date as the Initial Purchaser and
         the Company shall agree in writing. The time and date of delivery and
         payment for any Additional Notes are hereinafter referred to as an
         "OPTION CLOSING DATE."

                  (c) One or more of the Notes in definitive global form,
         registered in the name of Cede & Co., as nominee of the Depository
         Trust Company ("DTC"), having an aggregate principal amount
         corresponding to the aggregate principal amount of the Notes
         (collectively, the "GLOBAL NOTE"), shall be delivered by the Company to
         the Initial Purchaser (or as the Initial Purchaser directs) in each
         case with any transfer taxes thereon duly paid by the Company against
         payment by the Initial Purchaser of the Purchase Price thereof by wire
         transfer in same day funds to the order of the Company. The Global Note
         shall be made available to the Initial Purchaser for inspection not
         later than 9:30 a.m., New York City time, on the business day
         immediately preceding the Closing Date.

         5. AGREEMENTS OF THE COMPANY. The Company hereby agrees with the
Initial Purchaser as follows:


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                  (a) To advise the Initial Purchaser promptly and, if requested
         by the Initial Purchaser, to confirm such advice in writing of (i) the
         issuance by any state securities commission of any stop order
         suspending the qualification or exemption from qualification of any
         Notes for offering or sale in any jurisdiction designated by the
         Initial Purchaser pursuant to Section 5(e), or the initiation of any
         proceeding by any state securities commission or any other federal or
         state regulatory authority for such purpose and (ii) the happening of
         any event during the period referred to in Section 5(c) below that
         makes any statement of a material fact made in the Preliminary Offering
         Circular or the Offering Circular untrue or that requires any additions
         to or changes in the Preliminary Offering Circular or the Offering
         Circular in order to make the statements therein not misleading. The
         Company shall use all reasonable efforts to prevent the issuance of any
         stop order or order suspending the qualification or exemption of any
         Notes under any state securities or Blue Sky laws and, if at any time
         any state securities commission or state regulatory authority shall
         issue an order suspending the qualification or exemption of any Notes
         under any state securities or Blue Sky laws, the Company shall use all
         reasonable efforts to obtain the withdrawal or lifting of such order at
         the earliest possible time.

                  (b) To furnish the Initial Purchaser and those persons
         identified by the Initial Purchaser to the Company as many copies of
         the Preliminary Offering Circular and the Offering Circular, any
         documents incorporated by reference therein, and any amendments or
         supplements thereto, as the Initial Purchaser may reasonably request
         for the time period specified in Section 5(c). Subject to the Initial
         Purchaser's compliance with its representations and warranties and
         agreements set forth in Section 7 hereof, the Company consents to the
         use of the Preliminary Offering Circular and the Offering Circular, any
         documents incorporated by reference therein, and any amendments and
         supplements thereto required pursuant hereto, by the Initial Purchaser
         in connection with Exempt Resales.

                  (c) During such period as in the opinion of counsel for the
         Initial Purchaser an Offering Circular is required by law to be
         delivered in connection with Exempt Resales by the Initial Purchaser,
         (i) not to make any amendment or supplement to the Offering Circular of
         which the Initial Purchaser shall not previously have been advised or
         to which the Initial Purchaser shall reasonably object after being so
         advised and (ii) to prepare promptly upon the Initial Purchaser's
         reasonable request any amendment or supplement to the Offering Circular
         that may be necessary or advisable in connection with such Exempt
         Resales.

                  (d) If, during the period referred to in Section 5(c) above,
         any event shall occur or condition shall exist as a result of which, in
         the opinion of


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         counsel to the Initial Purchaser, it becomes necessary to amend or
         supplement the Offering Circular in order to make the statements
         therein, in the light of the circumstances when the Offering Circular
         is delivered to an Eligible Purchaser, not misleading, or if, in the
         opinion of counsel to the Initial Purchaser, it is necessary to amend
         or supplement the Offering Circular to comply with any applicable law,
         forthwith to prepare an appropriate amendment or supplement to the
         Offering Circular so that the statements therein, as so amended or
         supplemented, will not, in the light of the circumstances when it is so
         delivered, be misleading, or so that the Offering Circular will comply
         with applicable law, and to furnish to the Initial Purchaser and such
         other persons as the Initial Purchaser may designate such number of
         copies thereof as the Initial Purchaser may reasonably request.

                  (e) Prior to the sale of all Notes pursuant to Exempt Resales
         as contemplated hereby, to cooperate with the Initial Purchaser and
         counsel to the Initial Purchaser in connection with the registration or
         qualification of the Notes for offer and sale to the Initial Purchaser
         and pursuant to Exempt Resales under the state securities or Blue Sky
         laws in such states as the Initial Purchaser may reasonably request and
         to continue such registration or qualification in effect so long as
         required for Exempt Resales and to file such consents to service of
         process or other documents as may be necessary in order to effect such
         registration or qualification; provided, however, that the Company
         shall not be required in connection therewith to qualify as a foreign
         corporation in any jurisdiction in which it is not now so qualified or
         to take any action that would subject it to general consent to service
         of process or taxation, other than as to matters and transactions
         relating to the Preliminary Offering Circular, the Offering Circular or
         Exempt Resales, in any jurisdiction in which it is not now so subject.

                  (f) So long as the Notes are outstanding, (i) to mail and make
         generally available as soon as practicable after the end of each fiscal
         year to the record holders of the Notes a financial report of the
         Company and its Subsidiaries (as defined in Section 6(b) hereof) on a
         consolidated basis (and a similar financial report of all
         unconsolidated Subsidiaries, if any), it being agreed that all such
         financial reports will include a consolidated balance sheet, a
         consolidated statement of operations, a consolidated statement of cash
         flows and a consolidated statement of shareholders' equity as of the
         end of and for such fiscal year, together with comparable information
         as of the end of and for the preceding year, certified by the Company's
         independent public accountants and (ii) to mail and make generally
         available as soon as practicable after the end of each quarterly period
         (except for the last quarterly period of each fiscal year) to such
         holders, a consolidated balance sheet, a consolidated statement of
         operations and a consolidated statement of cash flows (and similar
         financial reports of all unconsolidated Subsidiaries, if any) as of the
         end of and for such period, and for


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         the period from the beginning of such year to the close of such
         quarterly period, together with comparable information for the
         corresponding periods of the preceding year; provided, however, the
         Company's filing of the information specified herein with the
         Securities and Exchange Commission (the "COMMISSION") by EDGAR shall
         satisfy this provision with respect to such information.

                  (g) So long as the Notes are outstanding, to furnish to the
         Initial Purchaser as soon as available copies of all reports or other
         communications furnished by the Company to its security holders or
         furnished to or filed with the Commission or any national securities
         exchange on which any class of securities of the Company is listed and
         such other publicly available information concerning the Company and/or
         its Subsidiaries as the Initial Purchaser may reasonably request;
         provided, however, the Company's filing of information specified herein
         with the Commission by EDGAR shall satisfy this provision with respect
         to such information.

                  (h) So long as any of the Notes remain outstanding and during
         any period in which the Company is not subject to Section 13 or 15(d)
         of the Securities Exchange Act of 1934, as amended (the "EXCHANGE
         ACT"), to make available to any holder of Securities in connection with
         any sale thereof and any prospective purchaser of such Securities from
         such holder the information ("RULE 144A INFORMATION") required by Rule
         144A(d)(4) under the Act.

                  (i) Whether or not the transactions contemplated in this
         Agreement are consummated or this Agreement is terminated, to pay or
         cause to be paid all expenses incident to the performance of the
         obligations of the Company under this Agreement, including: (i) the
         fees, disbursements and expenses of counsel to the Company and
         accountants of the Company in connection with the sale and delivery of
         the Notes to the Initial Purchaser and pursuant to Exempt Resales, and
         all other fees and expenses in connection with the preparation,
         printing, filing and distribution of the Preliminary Offering Circular,
         the Offering Circular, any documents incorporated by reference and all
         amendments and supplements to any of the foregoing (including financial
         statements), including the mailing and delivering of copies thereof to
         the Initial Purchaser and persons designated by it in the quantities
         specified herein; (ii) all costs and expenses related to the transfer
         and delivery of the Notes to the Initial Purchaser and pursuant to
         Exempt Resales, including any transfer or other taxes payable thereon;
         (iii) all costs of printing or producing this Agreement, the other
         Operative Documents and any other agreements or documents in connection
         with the offering, purchase, sale or delivery of the Securities; (iv)
         all expenses in connection with the registration or qualification of
         the Securities for offer and sale under the securities or Blue Sky laws
         of the several states and all costs of printing


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         or producing any preliminary and supplemental Blue Sky memoranda in
         connection therewith (including the filing fees and fees and
         disbursements of counsel for the Initial Purchaser in connection with
         such registration or qualification and memoranda relating thereto); (v)
         the cost of printing certificates representing the Securities; (vi) all
         expenses and listing fees in connection with the application for
         quotation of the Notes in The PORTAL Market of the National Association
         of Securities Dealers, Inc. ("PORTAL"); (vii) the fees and expenses of
         the Trustee and the Trustee's counsel in connection with the Indenture
         and the Notes; (viii) the costs and charges of any transfer agent,
         registrar and/or depositary (including DTC); (ix) any fees charged by
         rating agencies for the rating of the Notes; (x) all expenses and
         listing fees in connection with the application for listing the Common
         Shares issuable upon conversion of the Notes on the Nasdaq Stock
         Market's National Market (the "NASDAQ NATIONAL MARKET"); (xi) provided
         that the Initial Purchaser has paid the fees, disbursements and
         expenses of counsel to the Initial Purchaser in connection with the
         sale and delivery of the Notes to the Initial Purchaser and pursuant to
         Exempt Resales, up to $70,000 of such fees, disbursements and expenses
         to be reimbursed by the Company; and (xii) and all other costs and
         expenses incident to the performance of the obligations of the Company
         hereunder for which provision is not otherwise made in this Section.

                  (j) To use all reasonable efforts to effect the inclusion of
         the Notes in PORTAL and to maintain the listing of the Notes on PORTAL
         for so long as the Notes are outstanding.

                  (k) To obtain the approval of DTC for "book-entry" transfer of
         the Notes, and to comply with all of its agreements set forth in the
         representation letters of the Company to DTC relating to the approval
         of the Notes by DTC for "book-entry" transfer.

                  (l) To cause the Common Shares issuable upon conversion of the
         Notes to be duly included for quotation on the Nasdaq National Market
         prior to the Firm Closing Date, subject to notice of official issuance.
         The Company will ensure that such Common Shares remain included for
         quotation on the Nasdaq National Market or any other national
         securities exchange following the Firm Closing Date for so long as any
         Common Shares remain registered under the Exchange Act.

                  (m) The Company shall not offer, pledge, sell, contract to
         sell, sell any option or contract to purchase, purchase any option or
         contract to sell, grant any option, right or warrant to purchase, or
         otherwise transfer or dispose of, directly or indirectly, any Common
         Shares (other than the issuance of Common Shares upon conversion of the
         Notes and the issuance of Common Shares pursuant to the Equity Line
         Financing Agreement, dated as of July 6, 2000, between the Company and
         Canadian Imperial Holdings Inc., as amended as of March 9, 2001


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         (the "EQUITY LINE")) or any securities convertible into or exercisable
         or exchangeable for Common Shares, for a period of 60 days after the
         date hereof without the prior written consent of CIBC. Notwithstanding
         the foregoing, during such period (i) the Company may grant securities
         convertible into or exercisable or exchangeable for Common Shares
         pursuant to the Company's existing stock option or stock purchase plans
         and (ii) the Company may issue Common Shares upon the conversion or
         exchange of a convertible or exchangeable security outstanding on the
         date hereof. The Company shall, prior to or concurrently with the
         execution of this Agreement, deliver an agreement executed by each of
         the directors and executive officers of the Company who beneficially
         own more than 1.0% of the Company's outstanding Common Shares to the
         effect that such person will not, during the period commencing on the
         date such person signs such agreement and ending 60 days after the date
         hereof, without the prior written consent of CIBC, (i) engage in any of
         the transactions described in the first sentence of this paragraph
         (whether such shares or any such securities are now owned by such
         individual or are hereafter acquired) or (ii) enter into any swap or
         other arrangement that transfers to another, in whole or in part, any
         of the economic consequences associated with the ownership of any
         Common Shares (whether any such transactions described in clause (i) or
         (ii) are to be settled by the delivery of Common Shares or such other
         securities, in cash or otherwise). In addition, in such agreement each
         of such directors and executive officers of the Company will have
         agreed not to make any demand for or exercise any right with respect to
         the registration of any Common Shares or any securities convertible
         into or exercisable or exchangeable for Common Shares during the period
         commencing on the date such person signs such agreement and ending 60
         days after the date hereof without the prior written consent of CIBC.

                  (n) Not to sell, offer for sale or solicit offers to buy or
         otherwise negotiate in respect of any security (as defined in the Act)
         that would be integrated with the sale of the Notes to the Initial
         Purchaser or pursuant to Exempt Resales in a manner that would require
         the registration of any such sale of the Notes under the Act.

                  (o) Not to voluntarily claim, and to actively resist any
         attempts to claim, the benefit of any usury laws against the holders of
         any Notes.

                  (p) To use all reasonable efforts to do and perform all things
         required or necessary to be done and performed under this Agreement by
         it prior to the Closing Date and to satisfy all conditions precedent to
         the delivery of the Notes.

                  (q) The Company will apply the net proceeds from the offering
         of the Securities in the manner set forth under "Use of Proceeds" in
         the Offering Circular.


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                  (r) If any payment of any sum due under this Agreement from
         the Company is made to or received by the Initial Purchaser or any
         controlling person of the Initial Purchaser in a currency other than
         freely transferable United States dollars, whether by judicial judgment
         or otherwise, the obligations of the Company, as the case may be, under
         this Agreement shall be discharged only to the extent of the net amount
         of freely transferable United States dollars that the Initial Purchaser
         or such controlling person, as the case may be, in accordance with
         normal bank procedures, are able to lawfully purchase with such amount
         of such other currency on the date of payment. To the extent that the
         Initial Purchaser or such controlling person is not able to purchase
         sufficient United States dollars with such amount of such other
         currency on the date of payment to discharge the obligations of the
         Company, as the case may be, to the Initial Purchaser or such
         controlling person, the obligations of the Company, as the case may be,
         to the Initial Purchaser or such controlling person, as the case may
         be, shall not be discharged with respect to such difference, and any
         such undischarged amount will be due as a separate obligation and shall
         not be affected by payment of or judgment being obtained for any other
         sums due under or in respect of this Agreement.

                  (s) The Company covenants and agrees with the Initial
         Purchaser that in any suit (whether in a court in the United States,
         the Netherlands or elsewhere) seeking enforcement of this Agreement,
         (i) no defense (other than a procedural defense) given or allowed by
         the laws of any other state or country shall be interposed in any suit,
         action or proceeding hereon unless such defense is also given or
         allowed by the laws of the State of New York or of the United States,
         (ii) if the plaintiffs thereon seek that a judgment otherwise awarded
         to the plaintiffs be awarded in either United States dollars or
         Netherlands currency, subject to Netherlands foreign currency control
         regulations, the Company will not interpose any defense or objection to
         or otherwise oppose the award of a judgment, if any, in such currencies
         except to the extent that such a judgment would violate the laws of the
         Netherlands, and (iii) if the plaintiffs therein seek to have any
         judgment (or any aspect thereof) awarded in Netherlands currency
         linked, for the period from entry of such judgment until actual payment
         thereof in full has been made, to changes in the United States dollar
         exchange rate with respect to the currency of the Netherlands, the
         Company will not interpose any defense or objection to or otherwise
         oppose inclusion of such linkage in any such judgment except to the
         extent that such a judgment would violate the laws of the Netherlands.
         The Company agrees that it will not initiate or seek to initiate any
         action, suit or proceeding, in the Netherlands or in any other
         jurisdiction other than in the United States, seeking damages or for
         the purpose of obtaining any injunction or declaratory judgment against
         the enforcement of, or declaratory judgment concerning any alleged
         breach by the Company of, or other claim by the Initial Purchaser in
         respect of, this Agreement or any of the Initial Purchaser's


                                     - 10 -
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         rights under this Agreement, including, without limitation, any action,
         suit or proceeding challenging the enforceability of or seeking to
         invalidate in any respect the submission by the Company hereunder to
         the jurisdiction of federal or New York state courts or the designation
         of the laws of the State of New York as the law applicable to this
         Agreement.

         6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY. As of the
date hereof, the Company represents and warrants to, and agrees with, the
Initial Purchaser that:

                  (a) The Preliminary Offering Circular and the Offering
         Circular (including the information incorporated by reference therein,
         collectively the "INCORPORATED DOCUMENTS") do not, and any supplement
         or amendment to them will not, contain any untrue statement of a
         material fact or omit to state any material fact required to be stated
         therein or necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading, except
         that the representations and warranties contained in this paragraph (a)
         shall not apply to statements in or omissions from the Preliminary
         Offering Circular or the Offering Circular (or any supplement or
         amendment thereto) based upon information relating to the Initial
         Purchaser furnished to the Company in writing by the Initial Purchaser
         expressly for use therein. No stop order preventing the use of the
         Preliminary Offering Circular or the Offering Circular, or any
         amendment or supplement thereto, or any order asserting that any of the
         transactions contemplated by this Agreement are subject to the
         registration requirements of the Act, has been issued. The Incorporated
         Documents, at the time they were or hereafter are filed or last
         amended, as the case may be, with the Commission, complied and will
         comply in all material respects with the requirements of the Exchange
         Act.

                  (b) Each of the Company and the subsidiaries of the Company
         listed on Schedule A hereto (the "SUBSIDIARIES") has been duly
         incorporated, is validly existing as a corporation in good standing
         under the laws of its jurisdiction of incorporation. Other than the
         Subsidiaries and NuTool, Inc., the Company does not control, directly
         or indirectly, or hold greater than a 5% interest in, any other
         corporation or other business organization. Each of the Company and its
         Subsidiaries has the corporate power and authority to carry on its
         business as described in the Offering Circular and to own, lease and
         operate its properties, and each is duly qualified and is in good
         standing as a foreign corporation authorized to do business in each
         jurisdiction in which the nature of its business or its ownership or
         leasing of property requires such qualification, except where the
         failure to be so qualified would not have a material adverse effect on
         the business, financial condition or results of operations of the
         Company and its Subsidiaries, taken as a whole (a "MATERIAL ADVERSE
         EFFECT").


                                     - 11 -
<PAGE>
                  (c) All outstanding shares of capital stock of the Company
         have been duly authorized and validly issued and are fully paid and
         non-assessable. There are no preemptive or similar rights to subscribe
         for or to purchase or acquire any shares of capital stock of the
         Company or its Subsidiaries, and there are no restrictions upon the
         voting or transfer of the Common Shares, in either case pursuant to the
         Company's charter or by-laws or other governing documents or any
         agreement or other instrument to or by which the Company or any of its
         Subsidiaries is a party or is bound, except for rights pursuant to
         Netherlands law and the Articles of Association of the Company which
         have been waived. The Company has the authorized and outstanding
         capital stock as set forth in the Offering Circular, and except as
         described in the Offering Circular there have been no changes in the
         outstanding capital stock of the Company since the date set forth under
         the heading "Capitalization" in the Preliminary Offering Circular and
         the Offering Circular, except to the extent that certain outstanding
         options and warrants set forth in the footnotes thereto may have been
         exercised.

                  (d) All of the outstanding shares of capital stock of each of
         the Company's Subsidiaries have been duly authorized and validly issued
         and are fully paid and non-assessable, and, except as set forth in the
         Offering Circular, are owned by the Company, directly or indirectly
         through one or more Subsidiaries, free and clear of any security
         interest, claim, lien, encumbrance or adverse interest of any nature
         (each, a "LIEN").

                  (e) This Agreement has been duly authorized, executed and
         delivered by the Company.

                  (f) The Indenture has been duly authorized by the Company and,
         when duly executed and delivered by the Company, and assuming the due
         authority, execution and delivery by the Trustee, will be a valid and
         binding agreement of the Company, enforceable against the Company in
         accordance with its terms except as (i) the enforceability thereof may
         be limited by bankruptcy, insolvency or similar laws affecting
         creditors' rights generally and (ii) rights of acceleration and the
         availability of equitable remedies may be limited by equitable
         principles of general applicability.

                  (g) The Notes have been duly authorized and, when duly
         executed, delivered and authenticated in accordance with the provisions
         of the Indenture and when delivered and paid for by the Initial
         Purchaser in accordance with the terms of this Agreement, the Notes
         will be entitled to the benefits of the Indenture and will be valid and
         binding obligations of the Company, enforceable in accordance with
         their terms except as (i) the enforceability thereof may be limited by
         bankruptcy, insolvency or similar laws affecting creditors' rights
         generally and (ii) rights of acceleration and the availability of
         equitable remedies may be limited by equitable principles of general
         applicability. On the Closing


                                     - 12 -
<PAGE>
         Date, the Notes will conform as to legal matters to the description
         thereof contained in the Offering Circular.

                  (h) The Notes are convertible into Common Shares in accordance
         with the terms of the Indenture; the Common Shares initially issuable
         upon conversion of the Notes have been duly authorized and reserved for
         issuance upon such conversion and, when issued upon such conversion,
         will be validly issued, fully paid and non-assessable, will conform in
         all material respects to the description thereof contained in the
         Offering Circular and will be duly authorized for listing on the Nasdaq
         National Market, subject to notice of official issuance. Neither the
         Notes nor the Common Shares issuable upon conversion of the Notes will
         be issued in violation of any preemptive rights, co-sale rights, rights
         of first refusal or other similar rights to subscribe for or to
         purchase or acquire any securities of the Company, or any restriction
         upon the voting or transfer of any securities of the Company, pursuant
         to the Company's charter or by-laws or any agreement or other
         instrument to or by which the Company or any of its Subsidiaries is a
         party or is bound. Except as disclosed in the Offering Circular, there
         is no outstanding option, warrant or other right calling for the
         issuance of, and there is no commitment, plan or arrangement to issue,
         any shares of capital stock of the Company or any of its Subsidiaries
         or any security convertible into, or exercisable or exchangeable for,
         any such capital stock. The certificates evidencing the Common Shares
         issuable upon conversion of the Notes will be in due and proper legal
         form.

                  (i) Neither the Company nor any of its Subsidiaries is (i) in
         violation of its respective charter or by-laws, (ii) in default in the
         performance of any material obligation, agreement, covenant or
         condition contained in any indenture, loan agreement, mortgage, lease
         or other agreement or instrument that is material to the Company and
         its Subsidiaries, taken as a whole, to which the Company or any of its
         Subsidiaries is a party or by which the Company or any of its
         Subsidiaries or their respective property is bound or (iii) in
         violation of any franchise, license, permit, judgment, decree, order,
         statute, rule or regulation, where the consequences of such violation
         would have a Material Adverse Effect.

                  (j) The execution, delivery and performance of this Agreement
         and the other Operative Documents by the Company, compliance by the
         Company with all provisions hereof and thereof and the consummation of
         the transactions contemplated hereby and thereby will not (i) require
         any consent, approval, authorization or other order of, or
         qualification with, any court or governmental body or agency, including
         the Euronext Amsterdam ("EURONEXT AMSTERDAM") (except such as may be
         required under the securities or Blue Sky laws of the various states),
         (ii) conflict with or constitute a breach of any of the terms or
         provisions of, or a default under, the charter or by-laws of the
         Company or any of


                                     - 13 -
<PAGE>
         its Subsidiaries or any indenture, loan agreement, mortgage, lease or
         other agreement or instrument that is material to the Company and its
         Subsidiaries, taken as a whole, to which the Company or any of its
         Subsidiaries is a party or by which the Company or any of its
         Subsidiaries or their respective property is bound, (iii) violate or
         conflict with any applicable law or any rule, regulation, judgment,
         order or decree of any court or any governmental body or agency having
         jurisdiction over the Company, any of its Subsidiaries or their
         respective property, including any rule or regulation of the NASD,
         Nasdaq or Euronext Amsterdam, (iv) result in the imposition or creation
         of (or the obligation to create or impose) a Lien under, any agreement
         or instrument to which the Company or any of its Subsidiaries is a
         party or by which the Company or any of its Subsidiaries or their
         respective property is bound, or (v) result in the termination,
         suspension or revocation of any Authorization (as defined below) of the
         Company or any of its Subsidiaries or result in any other impairment of
         the rights of the holder of any such Authorization.

                  (k) There are no legal or governmental proceedings (including
         proceedings by or before Euronext Amsterdam or any other administrative
         authority) pending or known by the Company to be threatened to which
         the Company or any of its Subsidiaries is or could reasonably be
         expected to be a party or to which any of their respective property is
         or could reasonably be subject that could reasonably be expected to
         result, singly or in the aggregate, in a Material Adverse Effect or
         adversely affect the consummation of the transactions contemplated by
         this Agreement.

                  (l) Each of the Company and its Subsidiaries is in compliance
         in all material respects with all material foreign, federal, state and
         local rules, laws and regulations relating to the use, treatment,
         storage and disposal of hazardous or toxic substances or wastes,
         pollutants or contaminants and protection of health or the environment
         ("ENVIRONMENTAL LAW") which are applicable to its business; (ii)
         neither the Company nor any of its Subsidiaries has received any
         written notice from any governmental authority or third party of an
         asserted claim under Environmental Laws; (iii) each of the Company and
         its Subsidiaries has received all material permits, licenses and other
         approvals required of it under applicable Environmental Laws to conduct
         its business and is in compliance with all material terms and
         conditions of any such permit, license or approval; (iv) to the
         Company's knowledge, no facts currently exist that will require the
         Company or its Subsidiaries to make future material capital
         expenditures to comply with Environmental Laws; and (v) no property
         which is or has been owned, leased or occupied by the Company or its
         Subsidiaries has been designated as a Superfund site pursuant to the
         Comprehensive Environmental Response, Compensation of Liability Act of
         1980, as amended (42 U.S.C. Section 9601, et seq.) ("CERCLA 180") or
         otherwise designated as a contaminated site under applicable state or


                                     - 14 -
<PAGE>
         local law. Neither the Company nor any of its Subsidiaries has been
         named as a "potentially responsible party" under CERCLA 1980. In the
         ordinary course of its business, the Company periodically reviews the
         effect of Environmental Laws on the business, operations and properties
         of the Company and its Subsidiaries, in the course of which the Company
         identifies and evaluates associated costs and liabilities (including,
         without limitation, any capital or operating expenditures required for
         clean-up, closure of properties or compliance with Environmental Laws,
         or any permit, license or approval, any related constraints on
         operating activities and any potential liabilities to third parties).
         On the basis of such review, the Company has reasonably concluded that
         such associated costs and liabilities would not, singly or in the
         aggregate, have a Material Adverse Effect.

                  (m) Neither the Company nor any of its Subsidiaries has
         violated any provisions of the Foreign Corrupt Practices Act or the
         rules and regulations promulgated thereunder, except for such
         violations which, singly or in the aggregate, would not have a Material
         Adverse Effect. None of the Company, its Subsidiaries or any director,
         officer or employee of the Company or its Subsidiaries has, in the
         course of such person's actions for, or on behalf of, the Company or
         its Subsidiaries, used any corporate funds for any unlawful
         contribution, gift, entertainment or other unlawful expense relating to
         political activity or made any direct or indirect unlawful payment to
         any foreign or domestic government official or employee from corporate
         funds; and none of the Company, its Subsidiaries, or to the Company's
         knowledge, any director, officer, employee, agent or other person
         acting on behalf of the Company or its Subsidiaries, has, in the course
         of such person's actions for, or on behalf of, the Company or its
         Subsidiaries made any bribe, rebate, payoff, influence payment,
         kickback or other unlawful payment.

                  (n) Each of the Company and its Subsidiaries has such permits,
         licenses, consents, exemptions, franchises, authorizations and other
         approvals (each, an "AUTHORIZATION") of, and has made all filings with
         and given all notices to, all governmental or regulatory authorities
         and self-regulatory organizations and all courts and other tribunals,
         including without limitation under any applicable Environmental Laws,
         as are necessary to own, lease, license and operate its respective
         properties and to conduct its business, except where the failure to
         have any such Authorization or to make any such filing or notice would
         not, singly or in the aggregate, have a Material Adverse Effect. Each
         such Authorization is valid and in full force and effect and each of
         the Company and its Subsidiaries is in compliance with all the material
         terms and conditions thereof and with the rules and regulations of the
         authorities and governing bodies having jurisdiction with respect
         thereto; and no event has occurred (including without limitation the
         receipt of any notice from any authority or governing body) that allows
         or, after notice or lapse of time or both, would allow, revocation,
         suspension or termination of any


                                     - 15 -
<PAGE>
         such Authorization or results or, after notice or lapse of time or
         both, would result in any other impairment of the rights of the holder
         of any such Authorization; except, in each case, where such failure to
         be valid and in full force and effect or to be in compliance, the
         occurrence of any such event or the presence of any such restriction
         would not, singly or in the aggregate, have a Material Adverse Effect.

                  (o) The Company and its Subsidiaries have good and marketable
         title in fee simple to all real property and good and marketable title
         to all personal property owned by them that is material to the business
         of the Company and its Subsidiaries, in each case free and clear of all
         Liens and defects, except such as are described in the Offering
         Circular or such as do not materially affect the value of such property
         and do not interfere with the use made and proposed to be made of such
         property by the Company and its Subsidiaries; and any real property and
         buildings held under lease by the Company and its Subsidiaries are held
         by them under valid, subsisting and enforceable leases with such
         exceptions as are not material and do not interfere with the use made
         and proposed to be made of such property and buildings by the Company
         and its Subsidiaries, in each case except as described in the Offering
         Circular.

                  (p) The Company and its Subsidiaries own or possess, or can
         acquire on reasonable terms, all patents, patent applications, patent
         rights, licenses, inventions, copyrights, copyright applications,
         know-how (including trade secrets and other unpatented and/or
         unpatentable proprietary or confidential information, systems or
         procedures), trademarks, service marks, logos and trade names
         ("INTELLECTUAL PROPERTY") necessary for or currently employed by them
         in connection with the business now operated by them except where the
         failure to own or possess or otherwise to be able to acquire such
         intellectual property would not, singly or in the aggregate, have a
         Material Adverse Effect; neither the Company nor any of its
         Subsidiaries has received any notice of infringement of or conflict
         with asserted rights of others with respect to any intellectual
         property that, singly or in the aggregate, if the subject of an
         unfavorable decision, ruling or finding, would have a Material Adverse
         Effect; and neither the Company nor any of its Subsidiaries has given
         notice of, or is aware of, any third parties that are infringing or are
         in conflict with any rights of the Company or any of its Subsidiaries
         in any intellectual property that, singly or in the aggregate, if the
         subject of an unfavorable decision, ruling or finding, would have a
         Material Adverse Effect; in each case except as described in the
         Offering Circular.

                  (q) Each agreement described in the Preliminary Offering
         Circular, the Offering Circular or the Incorporated Documents is in
         full force and effect and is valid and enforceable by the Company or a
         Subsidiary, as applicable, in accordance with its terms, assuming the
         due authorization, execution and delivery thereof by each of the other
         parties thereto except as (i) the enforceability


                                     - 16 -
<PAGE>
         thereof may be limited by bankruptcy, insolvency or similar laws
         affecting creditors' rights generally and (ii) to the extent that
         rights to indemnity or contribution thereunder may be limited by
         federal and state securities laws or the public policy underlying such
         laws. None of the Company, any of its Subsidiaries, or to the Company's
         knowledge, any other party is in default in the observance or
         performance of any term or obligation to be performed by it under such
         agreement, and no event has occurred that with notice or lapse of time
         or both would constitute such a default, in any such case where such
         default or event would have a Material Adverse Effect. No default
         exists, and no event has occurred that with notice or lapse of time or
         both would constitute a default, in the due performance and observance
         of any term, covenant or condition, by the Company or any of its
         Subsidiaries of any other agreement or instrument to which the Company
         or any of its Subsidiaries is a party or by which any of them or their
         respective properties or business may be bound or affected where such
         default or event would have a Material Adverse Effect.

                  (r) Except as disclosed in the Offering Circular, no
         relationship, direct or indirect, exists between or among the Company
         or any of its Subsidiaries on the one hand, and the directors,
         officers, shareholders, customers or suppliers of the Company or any of
         its Subsidiaries on the other hand, that would be required by the Act
         to be described in the Offering Circular if the Offering Circular were
         a prospectus included in a registration statement on Form S-1 filed
         with the Commission.

                  (s) There is no (i) significant labor practice complaint,
         grievance or arbitration proceeding pending or threatened against the
         Company or any of its Subsidiaries before the National Labor Relations
         Board or any state or local labor relations board, (ii) strike, labor
         dispute, slowdown or stoppage pending or threatened against the Company
         or any of its Subsidiaries or (iii) union representation question
         existing with respect to the employees of the Company or any of its
         Subsidiaries, except in the case of clauses (i), (ii) and (iii) for
         such actions that singly or in the aggregate, would not have a Material
         Adverse Effect. To the Company's knowledge, no collective bargaining
         organizing activities are taking place with respect to the Company or
         any of its Subsidiaries.

                  (t) All material tax returns required to be filed by the
         Company and each of its Subsidiaries in any jurisdiction have been
         filed, other than those filings being contested in good faith, and all
         material taxes, including withholding taxes, penalties and interest,
         assessments, fees and other charges due pursuant to such returns or
         pursuant to any assessment received by the Company or any of its
         Subsidiaries have been paid, other than those being contested in good
         faith and for which adequate reserves have been provided. The Company
         has adequately reserved for all taxes that have accrued but are not yet
         due. There are no tax audits


                                     - 17 -
<PAGE>
         or investigations pending, which if adversely determined would have a
         Material Adverse Effect, nor are there any material proposed additional
         tax assessments against the Company or any of its Subsidiaries. No
         agreements have been made, orders consented to or rulings concluded
         with any tax authority that could have a Material Adverse Effect.

                  (u) The accountants Deloitte & Touche Accountants that have
         certified the financial statements and supporting schedules included in
         the Preliminary Offering Circular and the Offering Circular are
         independent public accountants with respect to the Company, as required
         by the Act and the Exchange Act. The historical financial statements,
         together with related schedules and notes, set forth in the Preliminary
         Offering Circular and the Offering Circular comply as to form in all
         material respects with the requirements applicable to registration
         statements on Form F-3 under the Act.

                  (v) The historical financial statements, together with related
         schedules and notes forming part of the Preliminary Offering Circular
         and the Offering Circular (and any amendment or supplement thereto),
         present fairly the consolidated financial position, results of
         operations and changes in financial position of the Company and its
         Subsidiaries on the basis stated or incorporated by reference in the
         Offering Circular at the respective dates or for the respective periods
         to which they apply; such statements and related schedules and notes
         have been prepared in accordance with generally accepted accounting
         principles consistently applied throughout the periods involved, except
         as disclosed therein; and the other financial and statistical
         information and data set forth or incorporated by reference in the
         Preliminary Offering Circular and the Offering Circular (and any
         amendment or supplement thereto) are, in all material respects,
         accurately presented and prepared on a basis consistent with such
         financial statements and the books and records of the Company.

                  (w) The Company is not and, after giving effect to the
         offering and sale of the Notes and the application of the net proceeds
         thereof as described in the Offering Circular, will not be, an
         "investment company," as such term is defined in the Investment Company
         Act of 1940, as amended.

                  (x) Except pursuant to the Equity Line, there are no
         contracts, agreements or understandings between the Company and any
         person granting such person the right to require the Company to file a
         registration statement under the Act with respect to any securities of
         the Company.

                  (y) Neither the Company nor any of its Subsidiaries nor any
         agent thereof acting on the behalf of any of them has taken, and none
         of them will take, any action that might cause this Agreement or the
         issuance or sale of the Notes to violate Regulation G (12 C.F.R. Part
         207), Regulation T (12 C.F.R. Part


                                     - 18 -
<PAGE>
         220), Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part
         224) of the Board of Governors of the Federal Reserve System.

                  (z) No "nationally recognized statistical rating organization"
         as such term is defined for the purpose of Rule 436(g)(1) under the Act
         (i) has imposed (or has informed the Company that it is considering
         imposing) any condition (financial or otherwise) on the Company's
         retaining any rating assigned to the Company, any securities of the
         Company or (ii) has indicated to the Company that it is considering (A)
         the downgrading, suspension, or withdrawal of, or any review for a
         possible change that does not indicate the direction of the possible
         change in, any rating so assigned or (B) any change in the outlook for
         any rating of the Company or any securities of the Company.

                  (aa) Since the respective dates as of which information is
         given in the Offering Circular, other than as set forth in the Offering
         Circular (exclusive of any amendments or supplements thereto subsequent
         to the date of this Agreement), (i) there has not occurred any material
         adverse change or any development involving a prospective material
         adverse change in the condition, financial or otherwise, or the
         earnings, business, management or operations of the Company and its
         Subsidiaries, taken as a whole, (ii) there has not been any material
         adverse change or any development involving a prospective material
         adverse change in the capital stock or in the long-term debt of the
         Company or any of its Subsidiaries, (iii) neither the Company nor any
         of its Subsidiaries has incurred any material liability or obligation,
         direct or contingent, that is material to the Company and its
         Subsidiaries, taken as a whole other than backlog orders received in
         the ordinary course of business, (iv) neither the Company nor any of
         its Subsidiaries has sustained any material loss or interference with
         their respective assets, businesses or properties (whether owned or
         leased) from fire, explosion, earthquake, flood or other calamity,
         whether or not covered by insurance, or from any labor dispute or any
         court or legislative or other governmental action, order or decree that
         would have a Material Adverse Effect; and (v) since the date of the
         latest consolidated balance sheet included in the Preliminary Offering
         Circular and the Offering Circular, except as reflected therein,
         neither the Company nor any of its Subsidiaries has (A) issued any
         securities other than the issuance of securities pursuant to the
         exercise of options granted under stock option plans or agreements
         existing prior to the date of the latest consolidated balance sheet
         included in the Preliminary Offering Circular and the Offering
         Circular, (B) entered into any material transaction not in the ordinary
         course of business or (C) declared or paid any dividend or made any
         distribution on any shares of its capital stock or redeemed, purchased
         or otherwise acquired or agreed to redeem, purchase or otherwise
         acquire any shares of its capital stock.


                                     - 19 -
<PAGE>
                  (bb) The books, records and accounts of each of the Company
         and each of its Subsidiaries accurately and fairly reflect, in
         reasonable detail, the transactions in, and dispositions of, the assets
         of, and the results of operations of, the Company and its Subsidiaries,
         as applicable. Each of the Company and each of its Subsidiaries
         maintains a system of internal accounting controls sufficient to
         provide reasonable assurance that (i) transactions are executed in
         accordance with management's general or specific authorization, (ii)
         transactions are recorded as necessary to permit preparation of
         financial statements in accordance with generally accepted accounting
         principals and to maintain asset accountability, (iii) access to assets
         is permitted only in accordance with management's general or specific
         authorization and (iv) the recorded accountability for assets is
         compared with the existing assets at reasonable intervals and
         appropriate action is taken with respect to any differences.

                  (cc) Each of the Preliminary Offering Circular and the
         Offering Circular, as of their respective dates, contains all the
         information specified in, and meets the requirements of, Rule
         144A(d)(4) under the Act.

                  (dd) When the Notes are issued and delivered pursuant to this
         Agreement, the Notes will not be of the same class (within the meaning
         of Rule 144A under the Act) as any security of the Company that is
         listed on a national securities exchange registered under Section 6 of
         the Exchange Act or that is quoted in a United States automated
         inter-dealer quotation system.

                  (ee) No form of general solicitation or general advertising
         (as defined in Regulation D under the Act) was used by the Company, or
         any of its representatives (other than the Initial Purchaser, as to
         whom the Company makes no representation) in connection with the offer
         and sale of the Notes contemplated hereby, including without limitation
         articles, notices or other communications published in any newspaper,
         magazine, or similar medium or broadcast over television or radio, or
         any seminar or meeting whose attendees have been invited by any general
         solicitation or general advertising. No securities of the same class as
         the Notes have been issued and sold by the Company within the six-month
         period immediately prior to the date hereof.

                  (ff) The Company has not taken, nor will it take, directly or
         indirectly, any action designed to or that might reasonably be expected
         to cause or result in, or that has constituted or that might reasonably
         be expected to constitute, the stabilization or manipulation of the
         price of the Common Shares.

                  (gg) The Indenture is not required to be qualified under the
         TIA.

                  (hh) No registration under the Act of the Securities is
         required for the sale of the Securities to the Initial Purchaser as
         contemplated hereby or for the


                                     - 20 -
<PAGE>
         Exempt Resales assuming the accuracy of the Initial Purchaser's
         representations and warranties and agreements set forth in Section 7
         hereof.

                  (ii) Each certificate signed by any officer of the Company and
         delivered to the Initial Purchaser or counsel for the Initial Purchaser
         shall be deemed to be a representation and warranty by the Company to
         the Initial Purchaser as to the matters covered thereby.

                  (jj) Neither the Company nor any of its Subsidiaries currently
         is, and the Company will use its best efforts so that none of them will
         become, a personal holding company within the meaning of Section 542 of
         the Internal Revenue Code of 1986, as amended (the "CODE"), for its
         current taxable year.

                  (kk) The Company is not and upon the consummation of the
         transactions described hereby and the application of the proceeds as
         described in the Offering Circular under the caption "Use of Proceeds"
         will not become a Passive Foreign Investment Company ("PFIC") within
         the meaning of Section 1297 of the Code and will use its best efforts
         to continue to manage its business so as to avoid PFIC status. If the
         Company becomes a PFIC, it will comply with all the requirements of the
         Code so that its shareholders will be able to elect to treat the
         Company as a "qualified electing fund" within the meaning of section
         1295 of the Code.

         The Company acknowledges that the Initial Purchaser and, for purposes
of the opinions to be delivered to the Initial Purchaser pursuant to Section 9
hereof, counsel to the Company and counsel to the Initial Purchaser will rely
upon the accuracy and truth of the foregoing representations and the Company
hereby consents to such reliance.

         7. INITIAL PURCHASER'S REPRESENTATIONS AND WARRANTIES. The Initial
Purchaser represents and warrants to, and agrees with, the Company:

                  (a) The Initial Purchaser is a qualified institutional buyer
         as defined in Rule 144A under the Act (a "QIB"), with such knowledge
         and experience in financial and business matters as is necessary in
         order to evaluate the merits and risks of an investment in the Notes.

                  (b) The Initial Purchaser (A) is not acquiring the Securities
         with a view to any distribution thereof or with any present intention
         of offering or selling any of the Securities in a transaction that
         would violate the Act or the securities laws of any state of the United
         States or any other applicable jurisdiction and (B) will be reoffering
         and reselling the Securities only to QIBs in reliance on the exemption
         from the registration requirements of the Act provided by Rule 144A.

                  (c) The Initial Purchaser agrees that no form of general
         solicitation or general advertising (within the meaning of Regulation D
         under the


                                     - 21 -
<PAGE>
         Act) has been or will be used by the Initial Purchaser or any of its
         representatives in connection with the offer and sale of the Securities
         pursuant hereto, including without limitation articles, notices or
         other communications published in any newspaper, magazine or similar
         medium or broadcast over television or radio, or any seminar or meeting
         whose attendees have been invited by any general solicitation or
         general advertising.

                  (d) The Initial Purchaser agrees that, in connection with
         Exempt Resales, the Initial Purchaser will solicit offers to buy the
         Securities only from, and will offer to sell the Securities only to,
         Eligible Purchasers. The Initial Purchaser further agrees that it will
         offer to sell the Securities only to, and will solicit offers to buy
         the Securities only from, Eligible Purchasers that the Initial
         Purchaser reasonably believes are QIBs, that agree that (A) the
         Securities purchased by them may be offered, resold, pledged or
         otherwise transferred within the time period referred to under Rule
         144(k) (taking into account the provisions of Rule 144(d) under the
         Act, if applicable) under the Act, as in effect on the date of the
         transfer of such Securities, only (i) to a person whom the seller
         reasonably believes is a QIB acquiring for its own account or for the
         account of a QIB in a transaction meeting the requirements of Rule 144A
         under the Act, (ii) pursuant to an exemption from registration under
         the Act provided by Rule 144 thereunder (if available), (iii) to an
         institutional "accredited investor," as defined in Rule 501(a) (1),
         (2), (3) or (7) under the Act (an "ACCREDITED INSTITUTION") that prior
         to such transfer provides to the Trustee for the Notes a signed letter
         containing certain representations and agreement relating to the
         restriction on transfer of the Notes (the form of the letter to be
         obtained from the Trustee for the Notes), (iv) pursuant to an exemption
         from registration under the Act (if available) or (v) pursuant to an
         effective registration statement and, in each case, in accordance with
         the applicable securities laws of the United States or other
         jurisdictions and (B) such Eligible Purchasers will deliver to each
         person to whom such Securities or an interest therein is transferred a
         notice substantially to the effect of the foregoing.

                  (e) The Initial Purchaser acknowledges that, for purposes of
         the opinions to be delivered to the Initial Purchaser pursuant to
         Section 9 hereof, counsel to the Company and counsel to the Initial
         Purchaser will rely upon the accuracy and truth of the foregoing
         representations and the Initial Purchaser hereby consents to such
         reliance.

         8. INDEMNIFICATION.

                  (a) The Company agrees to indemnify and hold harmless the
         Initial Purchaser, its directors, its officers and each person, if any,
         who controls the Initial Purchaser (within the meaning of Section 15 of
         the Act or Section 20 of the Exchange Act), from and against any and
         all losses, claims, damages, liabilities and judgments (including
         without limitation any legal or other expenses incurred


                                     - 22 -
<PAGE>
         in connection with investigating or defending any matter, including any
         action that could give rise to any such losses, claims, damages,
         liabilities or judgments) caused by any untrue statement or alleged
         untrue statement of a material fact contained in the Offering Circular
         (or any amendment or supplement thereto), the Preliminary Offering
         Circular or any Rule 144A Information provided by the Company to any
         holder or prospective purchaser of Securities pursuant to Section 5(h)
         or caused by any omission or alleged omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, except insofar as such losses,
         claims, damages, liabilities or judgments are caused by any such untrue
         statement or omission or alleged untrue statement or omission based
         upon information relating to the Initial Purchaser furnished in writing
         to the Company by the Initial Purchaser; provided, however, that the
         foregoing indemnity agreement with respect to any Preliminary Offering
         Circular shall not inure to the benefit of the Initial Purchaser if the
         Initial Purchaser failed to deliver an Offering Circular (as then
         amended or supplemented, provided by the Company to the Initial
         Purchaser in the requisite quantity and on a timely basis to permit
         proper delivery on or prior to the Closing Date) to the person
         asserting any losses, claims, damages and liabilities and judgments
         caused by any untrue statement or alleged untrue statement of a
         material fact contained in any Preliminary Offering Circular, or caused
         by any omission or alleged omission to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, if such material misstatement or omission or
         alleged material misstatement or omission was cured in the Offering
         Circular.

                  (b) The Initial Purchaser agrees to indemnify and hold
         harmless the Company and its directors and officers and each person, if
         any, who controls (within the meaning of Section 15 of the Act or
         Section 20 of the Exchange Act) the Company to the same extent as the
         foregoing indemnity from the Company to the Initial Purchaser but only
         with reference to information relating to the Initial Purchaser
         furnished in writing to the Company by the Initial Purchaser expressly
         for use in the Preliminary Offering Circular or the Offering Circular.

                  (c) In case any action shall be commenced involving any person
         in respect of which indemnity may be sought pursuant to Section 8(a) or
         8(b) (the "INDEMNIFIED PARTY"), the indemnified party shall promptly
         notify the person against whom such indemnity may be sought (the
         "INDEMNIFYING PARTY") in writing and the indemnifying party shall
         assume the defense of such action, including the employment of counsel
         reasonably satisfactory to the indemnified party and the payment of all
         fees and expenses of such counsel, as they are incurred (except that in
         the case of any action in respect of which indemnity may be sought
         pursuant to both Sections 8(a) and 8(b), the Initial Purchaser shall
         not be required to assume the defense of such action pursuant to this
         Section 8(c) but may employ separate counsel and participate in the
         defense thereof, but the fees and


                                     - 23 -
<PAGE>
         expenses of such counsel, except as provided below, shall be at the
         expense of the Initial Purchaser). Any indemnified party shall have the
         right to employ separate counsel in any such action and participate in
         the defense thereof, but the fees and expenses of such counsel shall be
         at the expense of the indemnified party unless (i) the employment of
         such counsel shall have been specifically authorized in writing by the
         indemnifying party, (ii) the indemnifying party shall have failed to
         assume the defense of such action or employ counsel reasonably
         satisfactory to the indemnified party or (iii) the named parties to any
         such action (including any impleaded parties) include both the
         indemnified party and the indemnifying party, and the indemnified party
         shall have been advised by such counsel that there may be one or more
         legal defenses available to it that are different from or additional to
         those available to the indemnifying party (in which case the
         indemnifying party shall not have the right to assume the defense of
         such action on behalf of the indemnified party). In any such case, the
         indemnifying party shall not, in connection with any one action or
         separate but substantially similar or related actions in the same
         jurisdiction arising out of the same general allegations or
         circumstances, be liable for the fees and expenses of more than one
         separate firm of attorneys (in addition to any local counsel) for all
         indemnified parties, and all such fees and expenses shall be reimbursed
         as they are incurred. Such firm shall be designated in writing by the
         Initial Purchaser, in the case of the parties indemnified pursuant to
         Section 8(a), and by the Company, in the case of parties indemnified
         pursuant to Section 8(b). The indemnifying party shall indemnify and
         hold harmless the indemnified party from and against any and all
         losses, claims, damages, liabilities and judgments by reason of any
         settlement of any action (i) effected with its written consent or (ii)
         effected without its written consent if the settlement is entered into
         more than twenty business days after the indemnifying party shall have
         received a request from the indemnified party for reimbursement for the
         fees and expenses of counsel (in any case where such fees and expenses
         are at the expense of the indemnifying party) and, prior to the date of
         such settlement, the indemnifying party shall have failed to comply
         with such reimbursement request. No indemnifying party shall, without
         the prior written consent of the indemnified party, effect any
         settlement or compromise of, or consent to the entry of judgment with
         respect to, any pending or threatened action in respect of which the
         indemnified party is or could have been a party and indemnity or
         contribution may be or could have been sought hereunder by the
         indemnified party, unless such settlement, compromise or judgment (i)
         includes an unconditional release of the indemnified party from all
         liability on claims that are or could have been the subject matter of
         such action and (ii) does not include a statement as to or an admission
         of fault, culpability or a failure to act by or on behalf of the
         indemnified party.

                  (d) To the extent the indemnification provided for in this
         Section 8 is unavailable to an indemnified party or insufficient in
         respect of any losses,


                                     - 24 -
<PAGE>
         claims, damages, liabilities or judgments referred to therein, then
         each indemnifying party, in lieu of indemnifying such indemnified
         party, shall contribute to the amount paid or payable by such
         indemnified party as a result of such losses, claims, damages,
         liabilities and judgments (i) in such proportion as is appropriate to
         reflect the relative benefits received by the Company, on the one hand,
         and the Initial Purchaser, on the other hand, from the offering of the
         Securities or (ii) if the allocation provided by clause (i) above is
         not permitted by applicable law, in such proportion as is appropriate
         to reflect not only the relative benefits referred to in clause (i)
         above but also the relative fault of the Company, on the one hand, and
         the Initial Purchaser, on the other hand, in connection with the
         statements or omissions that resulted in such losses, claims, damages,
         liabilities or judgments, as well as any other relevant equitable
         considerations. The relative benefits received by the Company, on the
         one hand, and the Initial Purchaser, on the other hand, shall be deemed
         to be in the same proportion as the total net proceeds from the
         offering of the Securities (after the Initial Purchaser's discounts or
         commissions, but before deducting expenses) received by the Company,
         and the total discounts and commissions received by the Initial
         Purchaser bear to the total price to investors of the Securities, in
         each case as set forth on the cover page of the Offering Circular. The
         relative fault of the Company, on the one hand, and the Initial
         Purchaser, on the other hand, shall be determined by reference to,
         among other things, whether the untrue or alleged untrue statement of a
         material fact or the omission or alleged omission to state a material
         fact relates to information supplied by the Company, on the one hand,
         or the Initial Purchaser, on the other hand, and the parties' relative
         intent, knowledge, access to information and opportunity to correct or
         prevent such statement or omission.

         The Company and the Initial Purchaser agree that it would not be just
and equitable if contribution pursuant to this Section 8(d) were determined by
pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses incurred by such indemnified party in
connection with investigating or defending any matter, including any action,
that could have given rise to such losses, claims, damages, liabilities or
judgments. Notwithstanding the provisions of this Section 8, the Initial
Purchaser shall not be required to contribute any amount in excess of the amount
by which the total discounts and commissions received by the Initial Purchaser
exceeds the amount of any damages that the Initial Purchaser has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be


                                     - 25 -
<PAGE>
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.

                  (e) The remedies provided for in this Section 8 are not
         exclusive and shall not limit any rights or remedies that may otherwise
         be available to any indemnified party at law or in equity.

         9. CONDITIONS OF THE INITIAL PURCHASER'S OBLIGATIONS. The obligations
of the Initial Purchaser to purchase the Firm Notes under this Agreement on the
Closing Date and the Additional Notes, if any, on any Option Closing Date are
subject to the satisfaction of each of the following conditions.

                  (a) All the representations and warranties of the Company
         contained in this Agreement shall be true and correct in all material
         respects (except that any representation or warranty already qualified
         as to materiality shall be true and correct in all respects) on the
         Closing Date, or on each Option Closing Date, if any, with the same
         force and effect as if made on and as of the Closing Date or on each
         Option Closing Date, if any.

                  (b) On or after the date hereof, (i) there shall not have
         occurred any downgrading, suspension or withdrawal of, nor shall any
         notice have been given of any potential or intended downgrading,
         suspension or withdrawal of, or of any review (or of any potential or
         intended review) for a possible change that does not indicate the
         direction of the possible change in, any rating of the Company or any
         securities of the Company (including without limitation the placing of
         any of the foregoing ratings on credit watch with negative or
         developing implications or under review with an uncertain direction) by
         any "nationally recognized statistical rating organization" as such
         term is defined for the purpose of Rule 436(g)(i) under the Act, (ii)
         there shall not have occurred any change, nor shall any notice have
         been given of any potential or intended change, in the outlook for any
         rating of the Company or any securities of the Company by any such
         rating organization and (iii) no such rating organization shall have
         given notice that it has assigned (or is considering assigning) a lower
         rating to the Notes than that on which the Notes were marketed.

                  (c) Since the respective dates as of which information is
         given in the Offering Circular, other than as set forth in the Offering
         Circular (exclusive of any amendments or supplements thereto after the
         date of this Agreement), (i) there shall not have occurred any change
         or any development involving a prospective change in the condition,
         financial or otherwise, or the earnings, business, management or
         operations of the Company and its Subsidiaries, taken as a whole, (ii)
         there shall not have been any change or any development involving a
         prospective change in the capital stock or in the long-term debt of the
         Company or any of its Subsidiaries, (iii) neither the Company nor any
         of its Subsidiaries shall


                                     - 26 -
<PAGE>
         have incurred any liability or obligation, direct or contingent, and
         (iv) neither the Company nor any of its Subsidiaries shall have
         sustained any loss or interference with their respective assets,
         businesses or properties (whether owned or leased) from fire,
         explosion, earthquake, flood or other calamity, whether or not covered
         by insurance, or from any labor dispute or any court or legislative or
         other governmental action, order or decree that, in case of any event
         described in the foregoing clause (i), (ii), (iii) or (iv), would have
         a Material Adverse Effect the effect of which, in your judgment, is
         material and adverse and, in your judgment, makes it impracticable to
         market the Securities on the terms and in the manner contemplated in
         the Offering Circular.

                  (d) You shall have received on the Closing Date a certificate,
         dated the Closing Date, and on an Option Closing Date, if any, dated
         such Option Closing Date, signed by the President and the Chief
         Financial Officer of the Company, confirming the matters set forth in
         Sections 6(aa), 9(a) and 9(b) and stating that the Company has complied
         with all the agreements and satisfied all of the conditions herein
         contained and required to be complied with or satisfied on or prior to
         the Closing Date or relevant Option Closing Date, as the case may be.

                  (e) You shall have received on the Closing Date and on each
         Option Closing Date, if any, an opinion (subject to customary
         qualifications, limitations and exceptions and satisfactory to you and
         your counsel), addressed to you and dated such Closing Date or such
         Option Closing Date, as the case may be, of Stibbe, counsel for the
         Company, to the effect that:

                           (i) The Company has been duly organized and is
                  validly existing as a public limited liability company under
                  the laws of the Kingdom of the Netherlands. To such counsel's
                  knowledge, other than the Subsidiaries listed on Schedule A to
                  this Agreement and NuTool, Inc., the Company does not control,
                  directly or indirectly, or hold greater than a 5% interest in,
                  any other corporation or other business organization.

                           (ii) The Company has all requisite corporate power
                  and authority to own, lease and license its assets and
                  properties and conduct its business as described in the
                  Offering Circular and to enter into, deliver and perform this
                  Agreement and to issue and sell the Securities.

                           (iii) The authorized capital stock of the Company
                  conforms in all material respects as to legal matters to the
                  description thereof contained in the Offering Circular.


                                     - 27 -
<PAGE>
                           (iv) The Securities have been duly authorized by the
                  Company and when executed and authenticated in accordance with
                  the provisions of the Indenture and delivered to and paid for
                  by the Initial Purchaser in accordance with the terms of this
                  Agreement (and assuming the Securities and the Indenture were
                  governed by Netherlands law), will be valid and binding
                  obligations of the Company, enforceable against the Company in
                  accordance with their terms, and will be entitled to the
                  benefits of the Indenture.

                           (v) The Common Shares to be issued upon conversion of
                  the Notes have been duly authorized and reserved and, when
                  issued upon conversion of the Notes in accordance with the
                  terms of the Notes and the Indenture, will be validly issued,
                  fully paid and non-assessable. Neither the Notes nor the
                  Common Shares issuable upon conversion of the Notes will be
                  issued in violation of any preemptive rights, rights of first
                  refusal or other similar rights to subscribe for or to
                  purchase or acquire any securities of the Company, or any
                  restriction upon the voting or transfer of any securities of
                  the Company, pursuant to the Company's charter or by-laws or,
                  to such counsel's knowledge, any agreement or other instrument
                  to or by which the Company or any of its Subsidiaries is a
                  party or is bound.

                           (vi) All necessary corporate action has been duly and
                  validly taken by the Company to authorize the execution,
                  delivery and performance of this Agreement and the issuance
                  and sale of the Securities.

                           (vii) The execution, delivery and performance of this
                  Agreement and the other Operative Documents by the Company,
                  compliance by the Company with all provisions hereof and
                  thereof and the consummation of the transactions contemplated
                  hereby and thereby will not (i) require any consent, approval,
                  authorization or other order of, or qualification with, any
                  court or governmental body or agency of the Netherlands other
                  than the filing of the Offering Circular with the Securities
                  Board of the Netherlands (Stichting Toezicht Effectenverkeer),
                  (ii) conflict with or constitute a breach of any of the terms
                  or provisions of, or a default under, the Articles of
                  Association of the Company or, to such counsel's knowledge,
                  any indenture, loan agreement, mortgage, lease or other
                  agreement or instrument that is material to the Company and
                  its Subsidiaries, taken as a whole, to which to the Company or
                  its Subsidiaries is a party or by which the Company or its
                  Subsidiaries or their respective


                                     - 28 -
<PAGE>
                  property is bound, (iii) violate or conflict with any
                  applicable law or any rule or regulation or, to such counsel's
                  knowledge, any judgment, order or decree of any court or any
                  governmental body or agency of the Netherlands, (iv) to such
                  counsel's knowledge, result in the imposition or creation of
                  (or the obligation to create or impose) a Lien under, any
                  agreement or instrument to which the Company or its
                  Subsidiaries is a party or by which the Company or its
                  Subsidiaries or their respective property is bound, or (v) to
                  such counsel's knowledge, result in the termination,
                  suspension or revocation of any Authorization of the Company
                  or its Subsidiaries or result in any other impairment of the
                  rights of the holder of any such Authorization.

                           (viii) The Company is not (i) in violation of its
                  Articles of Association, (ii) to such counsel's knowledge, in
                  default in the performance of any obligation, agreement,
                  covenant or condition contained in any indenture, loan
                  agreement, mortgage, lease or other agreement or instrument
                  that is material to the Company and its Subsidiaries, taken as
                  a whole, to which the Company or any of its Subsidiaries is a
                  party or by which the Company or any of its Subsidiaries or
                  their property is bound or (iii) to such counsel's knowledge,
                  in violation of any franchise, license, permit, judgment,
                  decree, order, statute, rule or regulation of any court or
                  governmental body or agency of the Netherlands, where the
                  consequences of such violation would have a Material Adverse
                  Effect.

                           (ix) To such counsel's knowledge, there is no
                  litigation or governmental or other proceeding or
                  investigation, before any Netherlands court or before or by
                  any Netherlands public body or board pending or threatened
                  against, or involving the assets, properties or businesses of,
                  the Company which would have a Material Adverse Effect.

                           (x) To such counsel's knowledge, the Company owns,
                  possesses or has obtained all governmental licenses, permits,
                  certificates, consents, orders, approvals and other
                  authorizations necessary to own or lease, as the case may be,
                  and to operate its properties and to conduct its business as
                  presently conducted, except where the failure to so own,
                  possess or obtain would not have a Material Adverse Effect;
                  and to such counsel's knowledge, neither the Company nor any
                  of its Netherlands Subsidiaries has received any notice of
                  proceedings relating to revocation or modification of


                                     - 29 -
<PAGE>
                  any such licenses, permits, certificates, consents, orders
                  approvals or authorizations.

                           (xi) The Indenture has been duly authorized. When
                  executed and delivered by the Company (and assuming the
                  Indenture were governed by Netherlands law), the Indenture
                  will be the valid and binding agreement of, the Company,
                  enforceable against the Company in accordance with its terms.

                           (xii) The statements in the Offering Circular under
                  the captions "Description of Share Capital," "Risk Factors -
                  Risks Relating to Our Business - Our anti-takeover provisions
                  and our settlement agreement with Applied Materials may
                  prevent a beneficial change of control" (to the extent
                  relating to anti-takeover provisions), "Risk Factors - Risks
                  Relating to This Offering - You may have difficulty protecting
                  your rights as an investor and in enforcing civil liabilities
                  because we are a Netherlands limited liability company" and
                  "Enforceability of Civil Liabilities" insofar as such
                  statements constitute summaries of the legal matters,
                  documents or proceedings referred to therein, fairly summarize
                  the matters referred to therein in all material respects.

                           (xiii) Under exchange control regulations currently
                  in effect, there are no authorizations or consents required
                  from any governmental or regulatory body in the Netherlands to
                  provide nonresidents of the Netherlands the right to freely
                  repatriate to non-Netherlands currency all amounts received
                  with respect to the Securities that were purchased with
                  non-Netherlands currency, whether as payment of principal or
                  interest, as a dividend, as a liquidating distribution or as
                  proceeds from the sale of such Securities, subject to
                  applicable tax withholding.

                           (xiv) To the extent that Netherlands law is
                  applicable, the Company has, as provided in Section 12 of this
                  Agreement, duly and irrevocably appointed Corporation Service
                  Company as its agent to receive service of process in any
                  action against it in any federal or state court sitting in the
                  county of New York arising out of or in connection with the
                  offering contemplated by this Agreement.

                           (xv) Under the laws of the Netherlands, the
                  submission by the Company to the jurisdiction of any federal
                  or state court sitting in the county of New York and the
                  designation of the law of the State of New York to apply to
                  the Operating Documents is binding upon the Company.


                                     - 30 -
<PAGE>
                           (xvi) There is no rule under Netherlands law that
                  would prevent the validity and enforceability of the lock-up
                  agreements executed by the persons listed in Section 5(m) of
                  this Agreement, assuming that each of such lock-up agreements
                  has been duly executed by the relevant person and duly and
                  validly delivered by such persons, and that each such lock-up
                  agreement shall then constitute the legal, valid and binding
                  obligation of each such person enforceable against each such
                  person in accordance with its terms, except as the
                  enforceability thereof may be limited by applicable
                  bankruptcy, insolvency, reorganization, moratorium or other
                  similar laws affecting the enforcement of creditors' rights
                  generally and by general equitable principles.

                                    In addition, such counsel shall state that
                  although it has not verified, and is not passing upon and does
                  not assume any responsibility for, the accuracy, completeness
                  or fairness of the statements contained in the Offering
                  Circular (other than with regard to the opinions set forth in
                  paragraph (xii) above), such counsel has participated in
                  conferences with officers and other representatives of the
                  Company, representatives of the independent public accountants
                  for the Company and representatives of the Initial Purchaser
                  and counsel for the Initial Purchaser, at which the contents
                  of the Offering Circular and related matters were discussed
                  and, although such counsel is not passing upon, and does not
                  assume any responsibility for, the accuracy, completeness or
                  fairness of the statements contained in the Offering Circular
                  (other than with regard to the opinions set forth in paragraph
                  (xii) above), and have not made any independent check or
                  verification thereof, during the course of such participation,
                  no facts have come to such counsel's attention that would
                  cause such counsel to believe that the Offering Circular, as
                  of its date or as of the Closing Date (or relevant Option
                  Closing Date, as the case may be), contained or contains an
                  untrue statement of a material fact or omitted or omits to
                  state any material fact necessary to make the statements
                  therein, in light of the circumstances under which they were
                  made, not misleading (it being understood that such counsel
                  need not comment with respect to the financial statements,
                  schedules and other financial and statistical data included or
                  incorporated by reference in the Offering Circular).

                  (f) You shall have received on the Closing Date and on each
         Option Closing Date, if any, an opinion (subject to customary
         qualifications, limitations and exceptions and satisfactory to you and
         your counsel), addressed to you and dated such Closing Date or such
         Option Closing Date, as the case may be,



                                     - 31 -
<PAGE>
         of Quarles & Brady Streich Lang LLP, United States counsel for the
         Company, to the effect that:


                           (i) Assuming that the law of the State of Arizona
                  were to govern, the Securities, when executed and
                  authenticated in accordance with the provisions of the
                  Indenture and delivered to and paid for by the Initial
                  Purchaser in accordance with the terms of this Agreement, will
                  be valid and binding obligations of the Company, enforceable
                  against the Company in accordance with their terms, and will
                  be entitled to the benefits of the Indenture.

                           (ii) The execution, delivery and performance of this
                  Agreement and the other Operative Documents by the Company,
                  compliance by the Company with all provisions hereof and
                  thereof and the consummation of the transactions contemplated
                  hereby and thereby will not (i) require any consent, approval,
                  authorization or other order of, or qualification with, any
                  court or governmental body or agency of the United States,
                  (ii) to such counsel's knowledge, conflict with or constitute
                  a breach of any of the terms or provisions of, or a default
                  under, any indenture, loan agreement, mortgage, lease or other
                  agreement or instrument that has been deemed a material
                  contract under the standard of Section 4 to the instructions
                  as to the exhibits for Form 20-F promulgated by the Commission
                  and has accordingly been filed with the Commission, (iii)
                  violate any applicable law or any rule or regulation or, to
                  such counsel's knowledge, any judgment, order or decree of any
                  court or any governmental body or agency of the United States,
                  (iv) to such counsel's knowledge, result in the imposition or
                  creation of (or the obligation to create or impose) a Lien
                  under, any agreement or instrument to which the Company or its
                  Subsidiaries is a party or by which the Company or its
                  Subsidiaries or their respective property is bound, or (v) to
                  such counsel's knowledge, result in the termination,
                  suspension or revocation of any Authorization of the Company
                  or its Subsidiaries or result in any other material impairment
                  of the rights of the holder of any such Authorization.

                           (iii) To such counsel's knowledge except as disclosed
                  in the Offering Circular, there is no litigation or
                  governmental or other proceeding or investigation, before any
                  court or before or by any public body or board pending or
                  threatened against, or involving the assets, properties or
                  businesses of, the Company which would have a Material Adverse
                  Effect.


                                     - 32 -
<PAGE>
                           (iv) Assuming that the law of the State of Arizona
                  were to govern, when executed and delivered by the Company,
                  the Indenture will be the valid and binding agreement of the
                  Company, enforceable against the Company in accordance with
                  its terms.

                           (v) The Company is not an "investment company" as
                  such term is defined in the Investment Company Act of 1940, as
                  amended.

                           (vi) The statements in the Offering Circular under
                  the captions "Description of the Notes," the first, third,
                  fourth, seventh, eighth and tenth paragraphs under "Plan of
                  Distribution," "Taxation - Summary of United States Federal
                  Income Tax Considerations," "Risk Factors - Risks Relating to
                  Our Business - Claims or litigation regarding intellectual
                  property rights could seriously harm our business or require
                  us to incur significant costs" and "Risk Factors - Risks
                  Relating to Our Business - Our anti-takeover provisions and
                  our settlement agreement with Applied Materials may prevent a
                  beneficial change of control" (to the extent relating to
                  Applied Materials, Inc.), insofar as such statements
                  constitute summaries of the legal matters, documents or
                  proceedings referred to therein, fairly summarize the matters
                  referred to therein in all material respects.

                           (vii) Assuming (i) the Initial Purchaser is a
                  "qualified institutional buyer" within the meaning of Rule
                  144A of the Act and (ii) the accuracy of the representations
                  and warranties and compliance with the agreements of the
                  Company in Section 6(ee) of this Agreement and of the Initial
                  Purchaser in Section 7 of this Agreement, it is not necessary
                  in connection with the offer, sale and delivery of the
                  Securities to the Initial Purchaser under this Agreement or in
                  connection with the initial resale of the Securities by the
                  Initial Purchaser in accordance with Section 7 of the Purchase
                  Agreement and the Offering Circular to register the Securities
                  under the Act, or to qualify the Indenture under the Trust
                  Indenture Act, it being understood that no opinion need be
                  expressed as to any subsequent resale of any of the Notes or
                  the Common Shares issuable upon conversion of any of the
                  Notes.

                           (viii) Each of the lock-up agreements executed by the
                  persons listed in Section 5(m) of this Agreement, to the
                  extent such matters are governed by the law of the State of
                  Arizona, has been duly and validly delivered by each such
                  person and constitutes the legal, valid and binding obligation
                  of each such person enforceable


                                     - 33 -
<PAGE>
                  against each such person in accordance with its terms, except
                  as the enforceability thereof may be limited by bankruptcy,
                  insolvency, reorganization, moratorium or other similar laws
                  affecting the enforcement of creditors' rights generally and
                  by general equitable principles, whether applied by a court of
                  law or equity.

                           In addition, such counsel shall state that although
                  it has not verified, and is not passing upon and does not
                  assume any responsibility for, the accuracy, completeness or
                  fairness of the statements contained in the Offering Circular
                  (other than with regard to the opinions set forth in paragraph
                  (vi) above), such counsel has participated in conferences with
                  officers and other representatives of the Company,
                  representatives of the independent public accountants for the
                  Company and representatives of the Initial Purchaser and
                  counsel for the Initial Purchaser, at which the contents of
                  the Offering Circular and related matters were discussed and,
                  although such counsel is not passing upon, and does not assume
                  any responsibility for, the accuracy, completeness or fairness
                  of the statements contained in the Offering Circular (other
                  than with regard to the opinions set forth in paragraph (vi)
                  above), and have not made any independent check or
                  verification thereof, during the course of such participation,
                  no facts have come to such counsel's attention that have
                  caused such counsel to believe that the Offering Circular, as
                  of its date or as of the Closing Date (or relevant Option
                  Closing Date, as the case may be), contained or contains an
                  untrue statement of a material fact or omitted or omits to
                  state any material fact necessary to make the statements
                  therein, in light of the circumstances under which they were
                  made, not misleading (it being understood that such counsel
                  need not comment with respect to the financial statements,
                  schedules and other financial and statistical data included or
                  incorporated by reference in the Offering Circular).

                  (g) You shall have received on the Closing Date and on each
         Option Closing Date, if any, an opinion (subject to customary
         qualifications, limitations and exceptions and satisfactory to you and
         your counsel), addressed to you and dated such Closing Date or such
         Option Closing Date, as the case may be, of Baker & McKenzie,
         Netherlands tax counsel for the Company, to the effect that:


                           (i) The statements in the Offering Circular under the
                  caption "Taxation," insofar as such statements constitute a
                  summary of the Netherlands tax laws referred to therein, are
                  accurate


                                     - 34 -
<PAGE>
                  and fairly summarize the matters referred to therein in all
                  material respects.

                           (ii) No capital duty, stamp duty, or other issuance
                  or transfer taxes or duties, other than Netherlands capital
                  duty payable by the Company, are payable in connection with or
                  as a result of (i) the sale and delivery of the Securities
                  being sold pursuant to this Agreement or (ii) the execution,
                  delivery or performance of this Agreement.

                           (iii) Neither the holders of the Securities to be
                  issued in the offering contemplated by this Agreement nor the
                  Initial Purchaser will be deemed resident, domiciled, carrying
                  on business or subject to taxation (other than withholding
                  tax) in the Netherlands solely by reason of the holding of the
                  Securities, the execution, delivery or performance of this
                  Agreement or the direct or indirect receipt of any dividends
                  or distributions on capital stock from the Company, provided
                  that neither the holders of the Securities nor the Initial
                  Purchaser have a substantial interest or deemed substantial
                  interest in the Company (as the concept of "substantial
                  interest" is described in the Offering Circular under the
                  caption "Taxation").

                  (h) You shall have received on the Closing Date and on each
         Option Closing Date, if any, an opinion (subject to customary
         qualifications, limitations and exceptions and satisfactory to you and
         your counsel), each addressed to you and dated such Closing Date or
         such Option Closing Date, as the case may be, of each counsel listed in
         paragraphs A to F below, with respect to each Subsidiary or
         Subsidiaries set forth next to such counsel's name, substantially to
         the effect that:


                           (i) Such Subsidiary is validly existing, and, to the
                  extent such concept exists in such Subsidiary's jurisdiction,
                  is in good standing, under the laws of its jurisdiction. To
                  such counsel's knowledge, other than the Subsidiaries listed
                  on Schedule A to this Agreement, such Subsidiary does not
                  control, directly or indirectly, or hold greater than a 5%
                  interest in, any other corporation or other business
                  organization.

                           (ii) Such Subsidiary has all requisite corporate
                  power and authority to own, lease and license its assets and
                  properties and conduct its business as described in the
                  Offering Circular.


                                     - 35 -
<PAGE>
                           (iii) Such Subsidiary is duly qualified and is in
                  good standing as a foreign corporation authorized to do
                  business in the jurisdictions listed in such opinion.

                           (iv) All of the outstanding shares of capital stock
                  of such Subsidiary have been duly authorized and validly
                  issued and are fully paid and non-assessable, and to our
                  knowledge based on review of corporate stock registries are
                  owned by the Company, directly or indirectly, free and clear
                  of any security interest, claim, lien, encumbrance or adverse
                  interest of any nature.

                           (v) The execution, delivery and performance of this
                  Agreement and the other Operative Documents by the Company,
                  compliance by the Company with all provisions hereof and
                  thereof and the consummation of the transactions contemplated
                  hereby and thereby will not (i) require any consent, approval,
                  authorization or other order of, or qualification with, any
                  court or governmental body or agency of such Subsidiary's
                  jurisdiction, (ii) conflict with or constitute a breach of any
                  of the terms or provisions of, or a default under, the charter
                  or by-laws of such Subsidiary or, to such counsel's knowledge,
                  any indenture, loan agreement, mortgage, lease or other
                  agreement or instrument that has been deemed a material
                  contract of the Company under the standard of Section 4 to the
                  instructions as to the exhibits for Form 20-F promulgated by
                  the Commission and accordingly has been filed with the
                  Commission, (iii) violate or conflict with any applicable law
                  or any rule or regulation or, to such counsel's knowledge, any
                  judgment, order or decree of any court or any governmental
                  body or agency of such Subsidiary's jurisdiction, (iv) to such
                  counsel's knowledge, result in the imposition or creation of
                  (or the obligation to create or impose) a Lien under, any
                  agreement or instrument to which such Subsidiary is a party or
                  by which such Subsidiary or its respective property is bound,
                  or (v) to such counsel's knowledge, result in the termination,
                  suspension or revocation of any Authorization of such
                  Subsidiary or result in any other material impairment of the
                  rights of the holder of any such Authorization.

                           (vi) To such counsel's knowledge, there is no
                  litigation or governmental or other proceeding or
                  investigation, before any court in the jurisdiction of such
                  Subsidiary or before or by any public body or board in the
                  jurisdiction of such Subsidiary pending or threatened against,
                  or involving the assets, properties or


                                     - 36 -
<PAGE>
                  businesses of, the Company or such Subsidiary which would have
                  a Material Adverse Effect.

                           (vii) To such counsel's knowledge, such Subsidiary
                  owns, possesses or has obtained all governmental licenses,
                  permits, certificates, consents, orders, approvals and other
                  authorizations necessary to own or lease, as the case may be,
                  and to operate its properties and to conduct its business as
                  presently conducted, except where the failure to so own,
                  possess or obtain would not have a Material Adverse Effect;
                  and to such counsel's knowledge, neither the Company nor such
                  Subsidiary has received any notice of proceedings relating to
                  revocation or modification of any such licenses, permits,
                  certificates, consents, orders approvals or authorizations.

                           (viii) There are no exchange control regulations of
                  such Subsidiary's jurisdiction that would limit the ability of
                  a shareholder to convert dividend payments made by such
                  Subsidiary into other currencies which are freely transferable
                  out of such Subsidiary's jurisdiction.

                           (ix) There is no tax, duty, levy, impost, deduction,
                  charge or withholding imposed or, to our knowledge, pending or
                  proposed, by such Subsidiary's jurisdiction or any political
                  subdivision thereof or taxing authority therein or any
                  federation or organization or similar entity of which it is a
                  member either on or by virtue of any payment of dividends or
                  distributions on capital stock by such Subsidiary; and neither
                  the holders of the Securities nor the Initial Purchaser will
                  be deemed resident, domiciled, carrying on business or subject
                  to taxation in such Subsidiary's jurisdiction solely by reason
                  of the holding of the Securities or the direct or indirect
                  receipt of any dividends or distributions on capital stock
                  from such Subsidiary.

                           (A) Stibbe, counsel for the Company with respect to
                  ASM Europe B.V. (such counsel may include such opinion with
                  the opinion rendered by such counsel pursuant to Section 9(e)
                  hereof).

                           (B) Quarles & Brady Streich Lang LLP, counsel for the
                  Company with respect to ASM America, Inc. (such counsel may
                  include such opinion with the opinion rendered by such counsel
                  pursuant to Section 9(f) hereof).


                                     - 37 -
<PAGE>
                           (C) Jennifer Cheung & Co., local counsel for the
                  Company in Hong Kong, with respect to ASM Pacific Technology
                  Limited, ASM Assembly Automation Limited, ASM Assembly
                  Materials Limited and ASM Pacific Investment Limited.

                           (D) Sumio Takeuchi Law Offices, local counsel for the
                  Company in Japan, with respect to ASM Japan, K.K.

                           (E) Conyers, Dill & Pearman, local counsel for the
                  Company in the Cayman Islands, with respect to ASM Pacific
                  Technology Limited and ASM Pacific International Marketing
                  Limited.

                           (F) Smeets Thesseling van Bokhorst, local counsel for
                  the Company in the Netherlands Antilles, with respect to
                  Advanced Semiconductor Materials (Netherlands Antilles) N.V.

                  (i) The Initial Purchaser shall have received on the Closing
         Date and on each Option Closing Date, an opinion, dated the Closing
         Date, of Gibson, Dunn & Crutcher LLP, counsel for the Initial
         Purchaser, in form and substance reasonably satisfactory to the Initial
         Purchaser.

                  (j) The Initial Purchaser shall have received, at the time
         this Agreement is executed and at the Closing Date and each Option
         Closing Date, if any, letters dated the date hereof or the Closing Date
         or an Option Closing Date, as the case may be, from Deloitte & Touche
         Accountants, independent public accountants, in form and substance
         satisfactory to the Initial Purchaser containing the information and
         statements of the type ordinarily included in accountants' "comfort
         letters" with respect to the financial statements and certain financial
         information contained and incorporated by reference in the Offering
         Circular.

                  (k) The Notes shall have been approved by the National
         Association of Securities Dealers, Inc. for trading and duly listed in
         PORTAL.

                  (l) The Initial Purchaser shall have received a counterpart,
         conformed as executed, of the Indenture which shall have been entered
         into by the Company and the Trustee.

                  (m) The Company shall not have failed at or prior to the
         Closing Date or each Option Closing Date, if any, as the case may be,
         to perform or comply with all of the agreements contained herein and
         required to be performed or complied with by the Company at or prior to
         the Closing Date or Option Closing Date, as the case may be.


                                     - 38 -
<PAGE>
                  (n) The Representatives shall have received lock-up agreements
         executed by each person identified in Section 5(m).

                  (o) The Initial Purchaser shall have received on the Closing
         Date and on each Option Closing Date a certificate of the transfer
         agent of ASM Pacific Technology Ltd. ("ASMPT"), dated as of a date that
         is within three business days prior to such Closing Date or Option
         Closing Date, setting forth the total number of outstanding shares of
         capital stock of ASMPT and the number of such shares that are owned of
         record by ASM Netherlands Antilles N.V., and based on the information
         set forth in such certificate, ASM Netherlands Antilles N.V. shall own
         a majority of the outstanding shares of capital stock of ASMPT;
         provided, however, that if such a certificate is not available, the
         Initial Purchaser shall have received instead on each Closing Date and
         on each Option Closing Date a certificate, addressed to the Initial
         Purchaser and dated such Closing Date or Option Closing Date, of the
         chief executive officer or the chief financial officer of the Company
         stating that ASM International N.V. directly and through ASM
         Netherlands Antilles N.V. owns a majority of the outstanding shares of
         capital stock of ASMPT.

                  (p) The management board of the Company shall have adopted a
         resolution appointing an agent for service of process in New York as
         contemplated by Section 12 of this Agreement, and the Initial Purchaser
         shall have received on each Closing Date and on each Option Closing
         Date a certificate, addressed to the Initial Purchaser and dated such
         Closing Date or Option Closing Date, of the chief financial officer of
         the Company, certifying that such resolution has been duly adopted, has
         not been rescinded or modified and remains in full force and effect.

                  (q) The Company shall have furnished or caused to be furnished
         to the Initial Purchaser such further certificates or documents as the
         Initial Purchaser shall have reasonably requested.

         10. EFFECTIVENESS OF AGREEMENT AND TERMINATION.

                  (a) This Agreement may be terminated at any time on or prior
         to the Closing Date by the Initial Purchaser by written notice to the
         Company if any of the following has occurred: (i) any outbreak or
         escalation of hostilities, any act of terrorism, any declaration of war
         by the Congress of the United States or the Netherlands government, or
         any other national or international calamity or crisis or change in
         economic conditions or in the financial markets of the United States or
         the Netherlands or elsewhere that, in your judgment, is material and
         adverse and, in your judgment, makes it impracticable to market the
         Securities on the terms and in the manner contemplated in the Offering
         Circular, (ii) the suspension or material limitation of trading, or the
         material disruption in the settlement of such trading, in securities or
         other instruments on the New York Stock Exchange,


                                     - 39 -
<PAGE>
         the American Stock Exchange, the Chicago Board of Options Exchange, the
         Chicago Mercantile Exchange, the Chicago Board of Trade, the Nasdaq
         National Market or Euronext Amsterdam or limitation on prices for
         securities or other instruments on any such exchange or the Nasdaq
         National Market, (iii) the suspension of trading of any securities of
         the Company on any exchange (including Euronext Amsterdam) or in the
         over-the-counter market, (iv) the enactment, publication, decree or
         other promulgation of any federal, state or Netherlands statute,
         regulation, rule or order of any court or other governmental authority
         that in your judgment has had a Material Adverse Effect, (v) the
         declaration of a banking moratorium by either federal, New York state
         or Netherlands authorities or (vi) the taking of any action by any
         federal, state, local or Netherlands government or agency in respect of
         its monetary or fiscal affairs that in your judgment has a material
         adverse effect on the financial markets in the United States or the
         Netherlands.

                  (b) If on the Closing Date, or an Option Closing Date, if any,
         as the case may be, the Initial Purchaser shall fail or refuse to
         purchase the Notes and arrangements satisfactory to the Initial
         Purchaser and the Company for the purchase of such Notes are not made
         within 48 hours after such default, this Agreement will terminate
         without liability on the part the Company. In any such case that does
         not result in termination of this Agreement, either you or the Company
         shall have the right to postpone the Closing Date, or such Option
         Closing Date, as the case may be, but in no event for longer than seven
         days, in order that the required changes, if any, in the Offering
         Circular or any other documents or arrangements may be effected. Any
         action taken under this paragraph shall not relieve the Initial
         Purchaser from liability in respect of any default of the Initial
         Purchaser under this Agreement.

         11. MISCELLANEOUS.

                  (a) Notices given pursuant to any provision of this Agreement
         shall be addressed as follows: (i) if to the Company to ASM
         International N.V., Jan van Eycklaan 10, 3723 BC Bilthoven, The
         Netherlands, Attention: Robert de Bakker, with copies to Stibbe,
         Strawinskylaan 2001, 1077 ZZ Amsterdam, the Netherlands, Attention:
         Maurits van den Wall Bake and to Quarles & Brady Streich Lang LLP, One
         Renaissance Square, 2 North Central, Phoenix, Arizona 85004, Attention:
         P. Robert Moya; and (ii) if to the Initial Purchaser, c/o CIBC World
         Markets Corp., 2420 Sand Hill Road, Suite 300, Menlo Park, CA 94025,
         Attention: Charlie Bullock, with a copy to Barbara L. Becker, Gibson,
         Dunn & Crutcher LLP, 200 Park Avenue, New York, NY 10166, in any case
         to such other address as the person to be notified may have requested
         in writing.

                  (b) The respective indemnities, contribution agreements,
         representations, warranties and other statements of the Company and the
         Initial


                                     - 40 -
<PAGE>
         Purchaser set forth in or made pursuant to this Agreement shall remain
         operative and in full force and effect and will survive delivery of and
         payment for the Securities regardless of (i) any investigation, or
         statement as to the results thereof, made by or on behalf of the
         Initial Purchaser, the officers or directors of the Initial Purchaser,
         any person controlling the Initial Purchaser, the Company, the officers
         or directors of the Company, or any person controlling the Company,
         (ii) acceptance of the Securities and payment for them hereunder and
         (iii) termination of this Agreement.

                  (c) If for any reason the Notes are not delivered by or on
         behalf of the Company as required herein (other than as a result of any
         termination of this Agreement pursuant to Section 10), the Company
         agrees to reimburse the Initial Purchaser for all out-of-pocket
         expenses (including the fees and disbursements of counsel) incurred by
         it. Notwithstanding any termination of this Agreement, the Company
         shall be liable for all expenses which it has agreed to pay pursuant to
         Section 5(i). The Company also agrees to reimburse the Initial
         Purchaser and the officers, directors and each person, if any, who
         controls the Initial Purchaser within the meaning of Section 15 of the
         Act or Section 20 of the Exchange Act for any and all fees and expenses
         (including without limitation the fees and expenses of counsel)
         incurred by it in connection with enforcing their rights under this
         Agreement (including without limitation its rights under Section 8).

                  (d) Except as otherwise provided, this Agreement has been and
         is made solely for the benefit of and shall be binding upon the
         Company, the Initial Purchaser, the Initial Purchaser's directors and
         officers, any controlling persons referred to herein, the directors of
         the Company and their respective successors and assigns, all as and to
         the extent provided in this Agreement, and no other person shall
         acquire or have any right under or by virtue of this Agreement. The
         term "successors and assigns" shall not include a purchaser of any of
         the Securities from the Initial Purchaser merely because of such
         purchase.

                  (e) This Agreement shall be governed and construed in
         accordance with the laws of the State of New York, including without
         limitation, Section 5-1401 of the New York General Obligations Law.

                  (f) This Agreement may be signed in various counterparts,
         which together shall constitute one and the same instrument.

         12. AGENT FOR SERVICE, SUBMISSION TO JURISDICTION, WAIVER OF
             IMMUNITIES.

                  By the execution and delivery of this Agreement, the Company
         hereby designates and appoints Corporation Service Company, as the
         authorized agent of the Company, upon whom process may be served in


                                     - 41 -
<PAGE>
         any suit, proceeding or other action against the Company instituted by
         the Initial Purchaser or by any person controlling the Initial
         Purchaser as to which the Initial Purchaser or any such controlling
         person is a party and based upon this Agreement, or in any other action
         against the Company in any federal or state court sitting in the County
         of New York, arising out of the offering made by the Offering Circular
         or any purchase or sale of securities in connection therewith. The
         Company expressly accepts jurisdiction of any such court in respect of
         any such suit, proceeding or other action and, without limiting other
         methods of obtaining jurisdiction, expressly submits to nonexclusive
         personal jurisdiction of any such court in respect of any such suit,
         proceeding or other action. Such designation and appointment shall be
         irrevocable, unless and until a successor authorized agent in the
         County and State of New York reasonably acceptable to the Initial
         Purchaser shall have been appointed by the Company, such successor
         shall have accepted such appointment and written notice thereof shall
         have been given to the Initial Purchaser. The Company further agrees
         that service of process upon its authorized agent or successor (and
         written notice of said service to the Company mailed by certified mail
         or delivered, as provided in Section 11(a) hereto) shall be deemed in
         every respect personal service of process upon the Company in any such
         suit, proceeding or other action. In the event that service of any
         process or notice of motion or other application to any such court in
         connection with any such motion in connection with any such action or
         proceeding cannot be made in the manner described above, such service
         may be made in the manner set forth in conformance with the Hague
         Convention on the Service Abroad of Judicial and Extrajudicial
         Documents on Civil and Commercial Matters or any successor convention
         or treaty. The Company hereby irrevocably waives any objection that it
         may have or hereafter have to the laying of venue of any such action or
         proceeding arising out of or based on the Securities or this Agreement
         or otherwise relating to the offering, issuance and sale of the
         Securities in any federal or state court sitting in the County of New
         York and hereby further irrevocably waives any claim that any such
         action or proceeding in any such court has been brought in an
         inconvenient forum. The Company agrees that any final judgment after
         exhaustion of all appeals or the expiration of time to appeal in any
         such action or proceeding arising out of the sale of the Securities or
         this Agreement rendered by any such federal court or state court shall
         be conclusive, and subject to the limitations on enforcement set forth
         in the opinion referred to in Section 9(e) hereof, may be enforced in
         any other jurisdiction by suit on the judgment or in any other manner
         provided by law. Nothing contained in this Agreement shall affect or
         limit the right of the Initial Purchaser to serve any process or notice
         of motion or other application in any other manner permitted by law or
         limit or affect the right of the Initial Purchaser to bring


                                     - 42 -
<PAGE>
         any action or proceeding against the Company or any of its property in
         the courts of any other jurisdiction. The Company further agrees to
         take any and all action, including the execution and filing of all such
         instruments and documents, as may be necessary to continue such
         designations and appointments or such substitute designations and
         appointments in full force and effect for a period of six years from
         the date hereof. The Company hereby agrees with the Initial Purchaser
         to the exclusive jurisdiction of the courts of the State of New York,
         or the federal courts sitting in the County of New York, in connection
         with any action brought by the Company.


                                     - 43 -
<PAGE>
         Please confirm that the foregoing correctly sets forth the agreement
between the Company and the Initial Purchaser by signing in the space provided
below.



                                        Very truly yours,

                                        ASM INTERNATIONAL N.V.


                                        By:
                                           ------------------------------------
                                           Name:
                                           Title:

CIBC WORLD MARKETS CORP.


By:
   ------------------------------------
   Name:
   Title:


                                     - 44 -
<PAGE>
                                   SCHEDULE A
                                  SUBSIDIARIES

ASM Netherlands Antilles N.V.

ASM Pacific Technology Ltd. (subsidiary of ASM Netherlands Antilles N.V.)

ASM Assembly Automation Ltd. (subsidiary of ASM Pacific Technology Ltd.)

ASM Assembly Materials Ltd. (subsidiary of ASM Pacific Technology Ltd.)

ASM Assembly Products B.V. (subsidiary of ASM Pacific Technology Ltd.)

ASM Assembly Technology Co, Ltd. (subsidiary of ASM Pacific Technology Ltd.)


ASM Pacific International Marketing Ltd. (subsidiary of ASM Pacific Technology
Ltd.)

ASM Pacific Investments Ltd. (subsidiary of ASM Pacific Technology Ltd.)

ASM Pacific KOR Ltd. (subsidiary of ASM Pacific Technology Ltd.)

ASM Assembly Equipment Bangkok Limited (subsidiary of ASM Pacific Technology
Ltd.)

ASM Technology Singapore Pte. Ltd. (subsidiary of ASM Pacific Technology Ltd.)

ASM Technology (M) Sdn. Bhd. (subsidiary of ASM Pacific Technology Ltd.)

Capital Equipment Distribution Ltd. (subsidiary of ASM Pacific Technology Ltd.)

Shenzhen ASM Micro Electronic Technology Co. Ltd. (subsidiary of ASM Pacific
Technology Ltd.)

ASM Precision Machinery Manufactory Ltd. (subsidiary of ASM Pacific Technology
Ltd.)

ASM Assembly Equipment (M) Sdn. Bhd. (subsidiary of ASM Pacific Technology Ltd.)

ASM Assembly Equipment Trading (Shanghai Co. Ltd.) (subsidiary of ASM Pacific
Technology Ltd.)

ASM Pacific (Bermuda) Ltd. (subsidiary of ASM Pacific Technology Ltd.)

ASM Asia Ltd. (subsidiary of ASM Pacific Technology Ltd.)

ASM America Inc.

ASM Pacific Assembly Products Inc. (subsidiary of ASM America Inc.)

ASM Japan K.K.

ASM Microchemistry Oy NanoPhotonics AG ASM Europe B.V.

ASM France SARL (subsidiary of ASM Europe B.V.)

ASM Belgium N.V. (subsidiary of ASM Europe B.V.)

ASM United Kingdom Sales B.V. (subsidiary of ASM Europe B.V.)

ASM Germany Sales B.V. (subsidiary of ASM Europe B.V.)

ASM Italia SRL (subsidiary of ASM Europe B.V.)

ASM China Ltd.

ASM Wafer Process Equipment Ltd.

ASM Far East Marketing Ltd. (subsidiary of ASM Wafer Process Equipment Ltd.)

ASM Korea Ltd.

ASM Wafer Processing Equipment Singapore Pte. Ltd.