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                                                                EXHIBIT 10.8.1

                             SECOND AMENDMENT TO LEASE
                             AND AGREEMENT AND RELEASE

     This Second Amendment To Lease and Agreement and Release (the 
"Amendment") is dated as of May 25, 1995, for reference purposes only, and is 
made between Susan L. Uecker, in her capacity as receiver of the estate of 
Orchard Investment Company Number 701, a California general partnership as 
per appointment by the Santa Clara County Superior Court in case no. CV746085 
on December 23, 1994 ("Receiver"), Orchard Investment Company Number 701, a 
California general partnership ("Original Landlord"), Orchard Properties, a 
California corporation ("Orchard"), and Ultratech Stepper, Inc., a Delaware 
corporation ("Tenant") with reference to the following facts and 
circumstances, which are conclusively agreed between the parties:

       A.   Original Landlord and Tenant are parties to a lease dated for
   reference purposes as of May 17, 1994, together with a First Amendment
   to Lease dated as of October 18, 1994 (collectively referred to as the
   "Lease").  All capitalized words having an assigned meaning in the Lease
   shall continue to have such meaning in this Amendment unless explicitly
   modified.

       B.   Pursuant to the Lease, Tenant has leased from Receiver 53,393
   rentable square feet of space (the "Premises"), comprised of 14,532 rentable
   square feet at 2855 Zanker Road, San Jose, California (the "Original
   Premises") and 38,861 rentable square feet of space at 2815-2835 Zanker Road,
   San Jose, California (the "Expansion Space").

       C.   Tenant is currently occupying a portion of the Expansion Space (the
   "Occupied Premises") at 2825 Zanker Road and has undertaken tenant 
   improvements to that portion of the Expansion Space located at 2815 Zanker
   Road (the "Construction Premises").

       D.   In the course of constructing tenant improvements to the
    Construction Premises, Tenant discovered asbestos containing materials 
    ("ACM") in the mastic that had been used on the underside of certain non-
    asbestos containing floor tiles.

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        E.   Tenant has had an asbestos investigation of the Premises conducted
    by ProTech Consulting and Engineering, a written report of which is dated
    March 17, 1995 (the "Report"), The Report identifies an area of the 
    Construction Premises where ACM mastic was used under non-asbestos 
    containing tile (the "Construction Premises ACM Area").  The Report further
    identifies an area of the Occupied Premises where ACM mastic was used under
    non-asbestos containing tile (the "Occupied Premises ACM Area").  The ACM in
    both said Areas is referred to collectively as the "Identified ACM."

       F.   Tenant's improvement plans for the Construction Premises require the
    current removal of the ACM in the Construction Premises ACM Area.

       G.   Upon discovery of the ACM, Tenant requested that Original Landlord
    assume the responsibility for removing ACM from the entire Expansion Space,
    wherever located, including, without limitation, ACM in any mastic on the 
    underside of any floor tiles located in the Expansion Space, and further
    requested rent abatement and reimbursement of certain out-of-pocket expenses
    incurred by Tenant in storage of equipment, relocation of business 
    operations, delay in construction, and otherwise resulting from Tenant's 
    decision not to move forward with construction of its tenant improvements
    in the Construction Space.

       H.   Original Landlord disputed Tenant's claims.

       I.   Original Landlord and Tenant have agreed to resolve their 
    dispute as provided herein.

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            J.   Receiver is prepared to contribute certain funds from the 
    receivership estate towards resolution of Tenant's claims and is otherwise
    prepared to consent to and approve the terms of this Amendment.

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     Now, therefore, in consideration of all of the foregoing facts and 
circumstances, and for good and valuable consideration, the receipt of which 
is acknowledged by each party, Original Landlord, Receiver and Tenant agree 
to and do amend the Lease as follows and Orchard and Original Landlord agree 
to perform as follows:

1.   REMOVAL OF ACM FROM THE CONSTRUCTION PREMISES

     Upon full execution of this Amendment, Receiver will immediately direct 
its property manager, Orchard to cause its licensed contractors under the 
supervision and control of Orchard to remove the ACM from the Construction 
Premises ACM Area (pursuant to the provisions of Paragraph 4 hereof).  
Orchard shall cause this work to be performed in a good and workmanlike 
manner, in compliance with all applicable law, and within seven (7) business 
days of the date this Agreement is fully executed.  Tenant shall not be 
required to bear any of the cost thereof, and such cost shall not be billed 
to Tenant as a part of the Common Operating Expenses of the Building.  Upon 
submission of Orchard's billing for such work, Receiver will reimburse 
Orchard, solely from the proceeds of the Receivership Estate for such work to 
a maximum of $7,500.00, and any expenses in excess of such sum shall be the 
responsibility of Original Landlord and Orchard.

2.   LIABILITY FOR OBLIGATIONS

     Except as expressly provided in this Amendment to the contrary, the 
obligations of Original Landlord and Orchard under this Amendment are the 
personal obligations of the Original Landlord and Orchard, and not of the 
receiver or any successor in interest to the interest of landlord under the 
Lease, other than Original Landlord.  Tenant agrees to look solely to the 
personal assets of Original Landlord and Orchard, and not to the assets of 
Receiver, the receivership estate of Receiver or any successor landlord under 
the Lease, other than Original Landlord, for satisfaction of the obligations 
of Original Landlord and Orchard under this Amendment.  As used in this 
Amendment, the term "Landlord" shall mean the Original Landlord and any 
successor in interest to the interest of landlord under the Lease including, 
without limitation, Receiver and any successor in interest to Receiver 
following termination of the receivership

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estate.  Original Landlord and Orchard agree to indemnify, defend and hold 
harmless (a) the Receiver and any successor landlord under the Lease with 
regard to any claims made by Tenant arising from or relating to this 
Amendment, including reasonable attorneys' fees and costs, provided that such 
claims arise from obligations assumed by Original Landlord and Orchard 
hereunder, and (b) Tenant against any third party claims (including claims 
made by any government agency) arising from or relating to breach of the 
obligations of Orchard and/or Original Landlord arising under this Amendment.

3.   REMOVAL OF ACM FROM THE OCCUPIED PREMISES

     Tenant agrees that any tenant improvements to be constructed in the 
Occupied Premises by Tenant which will require removal or disturbance of ACM 
will require Landlord's permission given under the provisions of the Lease.  
Landlord will approve or disapprove such proposed construction based on its 
ordinary standards and will not make the removal of ACM a criteria for such 
decisions.

     If Tenant's designs for tenant improvements in the Occupied Premises 
require the removal or disturbance of ACM in the Occupied Premises, Tenant 
will notify Landlord in writing at the time Tenant submits its plans and 
specifications to Landlord for approval.

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     If plans and specifications are submitted calling for the disturbance or 
removal of the ACM in the Occupied Premises, Original Landlord agrees to 
undertake (in a good and workmanlike manner, and in compliance with all laws) 
and pay for the removal of the Identified ACM from the Occupied Premises 
(pursuant to the provisions of Paragraph 4 hereof), moving with reasonable 
diligence to retain contractors hired by Original Landlord to perform such 
services and to obtain permits for the construction if necessary.  The cost 
of such activities shall be allocated as follows:

       a.   As to plans for construction of tenant improvements in the Occupied
   Space submitted on or before December 31, 1995, Original Landlord will pay 
   the cost of removal of the Identified ACM from the Occupied Premises ACM
   Area, without charge to

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   Tenant. If plans and specifications are submitted for such construction on or
   after January 1, 1996 and on or before December 31, 1996, then Original
   Landlord will pay the cost of such removal, but if Original Landlord's cost
   (including the amount paid to consultants, contractors, and subcontractors,
   inspection fees, permit fees, and other amounts paid to governmental 
   entities or otherwise reasonably expended in accomplishing the task, but not
   including Original Landlord's internal costs of construction management)
   exceeds $7,500.00, Original Landlord will notify Tenant of the amount of the
   excess, and Tenant will pay to Original Landlord an amount equal to the
   excess, which shall be due from Tenant to Original Landlord within 
   thirty (30) days thereafter (and will be subject to the late fee provided for
   in the Lease for Additional Rent, without further notice, if the sum is not
   paid within such period).  Under these circumstances, the costs of the
   removal paid by Original Landlord shall not be billed to Tenant as part of
   the Building's Common Operating Expenses.  Original Landlord represents that
   it has received an acceptable bid for the performance of this work at a cost
   (as defined above) equal to or less than $7,500.00, which bid is good until
   December 31, 1995.

       b.   If the plans and specifications are submitted on or after January 1,
   1997, then Original Landlord will perform the removal (in a good and 
   workmanlike manner, and in compliance with all laws) and directly pay the
   cost thereof. Upon completion of the removal, Original Landlord will notify
   Tenant of the cost (which shall include the amount paid to consultants, 
   contractors, and subcontractors, inspection fees, permit fees, and other
   amounts paid to governmental entities or otherwise reasonably expended in
   accomplishing the task, and Original Landlord's customary and reasonable fee
   of 4% of all construction costs). Tenant will pay to Original Landlord an
   amount equal to the amount of Original Landlord's cost as above defined,
   which shall be due from Tenant to Original Landlord within thirty (30) days
   thereafter (and will be subject to the late fee provided for in the Lease
   for Additional Rent, without further notice, if the sum is not paid within
   such period).

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     Without regard to when ACM is removed from the Occupied Premises, Tenant 
shall have no claims against any Landlord, the Receiver, future owners, nor 
Orchard, Original Landlord, or its partners, nor against any officer, 
director, partner, or employee thereof, for rent abatement, temporary 
unavailability of space, delay in other construction, losses from interrupted 
business operations, or other damages resulting from the presence or removal 
of the ACM, and Tenant waives any and all such claims, provided, that Tenant 
does not give up any such claims against Original Landlord resulting from 
Original Landlord's or Orchard's failure to accomplish the work in a timely 
manner as provided herein, and in a good and workmanlike manner, and in 
compliance with all laws.

     Notwithstanding anything in this Paragraph 3 to the contrary, if the 
receivership estate of the Receiver is terminated and the landlord's interest 
under the Lease is transferred to a party other than Original Landlord, the 
foregoing provisions of this Paragraph 3, other than and excepting the first 
two paragraphs hereof, shall be null and void and of no further force and 
effect as against Receiver and its successor(s) in ownership of the Premises. 
 Tenant shall make no claims of default under the Lease or breach of this 
Amendment against Receiver or any successor owner of the Premises other than 
Original Landlord, in regard to any failure of Original Landlord to carry out 
its obligations hereunder.

4.   SCOPE OF REMOVAL DUTIES

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This Agreement shall not be deemed to require Orchard or Original Landlord to 
provide or pay for any other construction services other than the removal of 
the Identified ACM and the tile under which the mastic lies.  Tenant will 
remove carpet covering the Identified ACM, and will provide the area where 
the Identified ACM must be removed with all future and fixtures removed, 
ready for work to be performed.  Orchard and Original Landlord shall not be 
required to remove carpeting over tile which is attached by an ACM mastic, 
nor to prepare the surface after removal, nor to replace tile or carpet, nor 
to prepare the space for work.  Tenant will cooperate to make the space 
available for safe removal of asbestos, including vacating the space as 
required by the asbestos removal subcontractor, controlling HVAC systems and 
ventilation, and in all other ways reasonably requested of Tenant.

Second Amendment to Lease              Page 7 of 11
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5.   RELEASE

Tenant agrees that the foregoing obligations and promises, as well as the 
performance of the removal of the Construction Premises ACM required by 
Paragraph I hereof, are in complete satisfaction of all obligations of 
Landlord, Original Landlord and its partners, and Orchard relating to the 
Identified ACM, and that in return for the promises and obligations which are 
contained herein and such performance, Tenant releases Landlord, Original 
Landlord, Orchard, and their respective officers, directors, agents, 
servants, employees, attorneys, shareholders, partners, joint venturers, and 
all other persons associated with any of them, from any and all claims, 
liabilities, obligations, demands, actions, causes of action, and/or lawsuits 
arising out of the presence of the Identified ACM on the Premises.  Tenant 
specifically releases all claims for delay in construction or occupancy, 
storage of furniture and fixtures, interruption or delay of business, and 
rent abatement.  Upon execution hereof, Tenant shall pay all Rent currently 
due, and upon receipt of same, Receiver will waive any claim to late charges 
in regards to the Rent paid.

     The claims released include all claims of Tenant of whatever nature 
against any Landlord or Original Landlord arising from the presence of the 
Identified ACM on the Premises, whether now known or unknown, whether 
suspected or unsuspected, whether latent or patent, whether such claims are 
or could be anticipated by Tenant, and whether such claims have arisen now, 
or arise in the future (if they relate to acts or omissions of the party 
which have taken place as of the date of this release).  This Amendment shall 
survive the execution of this release, and nothing herein shall be deemed to 
waive any rights of any party against the others for fraud, wilful 
wrongdoing, or violation of law which occurs after the effective date hereof.

     Tenant enters into this release with the knowledge that there may be 
unknown, unanticipated, or unsuspected claims arising from the Identified ACM 
which are released and waived by executing this release, and that there is a 
risk that Tenant will incur or suffer losses, damages, or injuries which are 
released hereby or which would, but for this release, be the legal 
responsibility of one or more of the party(s) released hereby.  Tenant agrees 
to accept the above-described risks with the understanding that THIS RELEASE 
APPLIES TO ALL

Second Amendment to Lease              Page 8 of 11
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     UNKNOWN OR UNANTICIPATED RESULTS OF THE PRESENCE OF THE IDENTIFIED ACM 
DESCRIBED ABOVE, AS WELL AS THOSE KNOWN AND ANTICIPATED, and Tenant agrees to 
accept and bear full responsibility for any losses, injuries, or damages 
which are suffered or incurred by Tenant as a result of unknown, 
unanticipated, or unsuspected claims, losses, damages, or injuries.

     Tenant waives and gives up all rights or benefits which might otherwise 
accrue to Tenant, now or in the future, under the terms of California Civil 
Code Section 1542, which reads as follows:

       "A general release does not extend to claims which the creditor does 
       not know or suspect to exist in his favor at the time of execution of
       the release, which if known by him must have materially affected his
       settlement with the debtor."

All parties acknowledge that this Amendment reflects a settlement of 
conflicting views on responsibility for ACM in the Expansion Space, and that 
each party enters into the Amendment and accepts the obligations set forth 
herein as a compromise and settlement of such disputes.  It shall not be 
construed as an admission of liability or responsibility by any party hereto. 
The covenants, terms, and conditions of this Amendment shall survive 
execution hereof, and nothing 

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contained herein shall be deemed a release of any claim, liability, or cause 
of action against a party which is obligated to perform acts hereunder 
arising out of that party's failure to so perform.  No default or failure to 
perform of Orchard or Original Landlord shall be deemed to be a default under 
the Lease.

6.   ACCEPTANCE OF PREMISES

Tenant has had a complete opportunity to inspect and investigate the Premises in
the course of its preparations for construction and its investigation of ACM on
the Premises.  Original Landlord represents, without undertaking any
investigation, that it has disclosed to Tenant any actual knowledge possessed by
Original Landlord in regard to ACM in the Expansion Space.  Except for the
presence of Hazardous Materials, Tenant accepts the Premises "AS-IS" and

Second Amendment to Lease              Page 9 of 11
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relieves any Landlord, including without limitation Original Landlord, of any 
further disclosure obligations relating to the Premises and the Building, 
their construction, the materials used in construction, the type, nature, and 
quality of tenant improvements installed therein, and otherwise relating to 
the Premises and the Building.  Tenant acknowledges that, except for 
Hazardous Materials as defined in the Lease, the risk of latent, unknown, 
unforeseen, concealed, hidden, undiscovered, or undiscoverable matters 
relating to the Premises and the Building, (including but not limited to 
defects and dangerous conditions) has entirely shifted to Tenant, 
notwithstanding any Landlord's constructive, or inquiry knowledge of such 
matters, and notwithstanding any duty on Receiver's part to inspect or 
investigate the Premises and the Building and disclose matters which are or 
should reasonably have been discovered, and Tenant accepts such risk.  
Nothing in this Paragraph 6 shall be deemed to change, expand, or contract 
the express obligations of the parties as set forth in the Lease in regard to 
maintenance or repair of the Building.  Tenant's liability for any and all 
Hazardous Materials other than the Identified ACM on the Premises shall 
continue to be governed solely by the provisions of the Lease relating to 
Hazardous Materials.

     Nothing contained in this Amendment shall be deemed to diminish, waive, 
or restrict rights which Tenant otherwise might have, if any, to seek 
indemnity from Original Landlord for any third party claims or liabilities 
(including claims by governmental entities) with respect to the Identified 
ACM.

7.   FIRST REFUSAL SPACE

The Lease grants Tenant a right of first refusal on certain space identified as
the First Refusal Space.  Original Landlord and Tenant currently believe it is
possible that there is further ACM in the First Refusal Space.  At such time as
the First Refusal Space is offered for lease, if Landlord proposes to lease the
First Refusal Space to a third party on agreed business terms, and if such terms
do not include a provision whereby Landlord is obligated to remove the ACM from
the First Refusal Space at Landlord's own expense, then Landlord will accept
Tenant's exercise of its right of first refusal with the condition that, upon
request of Tenant in connection with the exercise of its right of first refusal,
Landlord will perform the removal of such ACM, at the sole cost and expense of
Tenant,

Second Amendment to Lease              Page 10 of 11
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(which shall include the amount paid to consultants, contractors, and 
subcontractors, inspection fees, permit fees, and other amounts paid to 
governmental entities or otherwise reasonably expended in accomplishing the 
task, and a customary and reasonable fee of 4% of all construction costs). 
Unless otherwise agreed in advance by Landlord in writing, Tenant shall pay 
for such cost and expenses prior to and as a condition of Landlord's 
commencement of any asbestos removal activities.

8.   CONTINUING OBLIGATION

Except as expressly set forth in this Amendment, all terms and conditions of the
Lease remain in full force and effect, and all terms and conditions of the Lease
are incorporated herein as though set forth at length.

9.   EFFECT OF AMENDMENT

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This Amendment modifies the Lease.  In the event of any conflict or 
discrepancy between the Lease and/or any other previous documents between the 
parties and the provisions of this Amendment, then the provisions of this 
Amendment shall control.  Except as modified herein, the Lease shall remain 
in full force and effect.  All capitalized terms used herein have the meaning 
assigned to such terms in the Lease.

10.  AUTHORITY

Each individual executing this Amendment on behalf of Tenant represents and 
warrants that he or she is duly authorized to and does execute and deliver 
this Amendment pursuant to express authority from Tenant pursuant to and in 
accordance with the By-Laws and organizational document.

11.  ENTIRE AGREEMENT

This is the entire agreement between the parties relating to the subject matter
addressed herein, and all previous discussions and negotiations are merged into
this Amendment.  No modification hereof shall be valid unless in writing, signed
by the party to be charged.

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12.  COSTS AND ATTORNEY'S FEES

Tenant shall bear its own attorney's fees and costs attendant upon the
resolution of this dispute AND the negotiation and execution of this Amendment,
and Tenant shall not be responsible for such attorneys' fees and costs of any
other party to this Amendment.

Dated: May 25, 1995                    ORCHARD INVESTMENT COMPANY NUMBER 701,
                                       A CALIFORNIA GENERAL PARTNERSHIP
                                       BY:  NELO, A CALIFORNIA GENERAL
                                            PARTNERSHIP


                                       By:  /s/David J. Brown
                                          ------------------------------------
                                          DAVID J. BROWN, ITS GENERAL PARTNER


                                       ORCHARD PROPERTIES, A CALIFORNIA
                                       CORPORATION


                                       By:  /s/David J. Brown
                                          ------------------------------------
                                          DAVID J. BROWN, PRESIDENT AND CHAIRMAN


Dated: May 25, 1995
                                       ULTRATECH STEPPER, INC., A DELAWARE
                                       CORPORATION


                                       /s/Dave Holmes
                                       ---------------------------------------
                                       By: Dave Holmes  Vice President Corporate
                                                        Services
                                           -----------------------------------
                                                [Print Name and Title]

                                       SUSAN L. UECKER, in her capacity as
                                       Receiver of the Estate of Orchard 
                                       Investment Company Number 701, a
                                       California general partnership as per
                                       appointment by the Santa Clara County
                                       Superior Court in case no. CV746085 on
                                       12/23/94.

                                       /s/ Susan L. Uecker
                                       ---------------------------------------
                                       Susan Uecker, RECEIVER

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