<PAGE>
                                CREDIT AGREEMENT


          This Credit Agreement is entered into as of the 1st day of August,
1997, by and between Du Pont Photomasks, Inc., a Delaware corporation (the
"Borrower") (together with its consolidated subsidiaries, "Photomasks") and Du
Pont Chemical and Energy Operations, Inc., a Delaware corporation ("Lender").

Section 1.  DEFINITIONS.

     Certain capitalized terms have the meanings set forth on Exhibit 1 hereto.
All financial terms used in this Agreement but not defined on Exhibit 1 have the
meanings given to them by generally accepted accounting principles. All other
undefined terms have the meanings given to them in the Delaware Uniform
Commercial Code as in effect from time to time.

Section 2.  LOANS.

     2.1. REVOLVING CREDIT LOANS. (a) Subject to the terms and conditions
hereof, Lender hereby agrees to extend to Borrower a line of credit facility
(the "Facility") under which Lender may make loans (the "Revolving Loans") to
Borrower at Borrower's request from time to time during the term of this
Agreement of amounts up to $100,000,000. Borrower may borrow, prepay (without
penalty or charge), and reborrow under the Facility, provided that the principal
amount of all Revolving Loans outstanding at any one time under the Facility
will not exceed $100,000,000.  If the amount of Revolving Loans outstanding at
any time under the Facility exceeds the limits set forth above, Borrower will
immediately pay the amount of such excess to Lender in cash.

          (b)  Borrower may request a Revolving Loan by written or telephone
notice to Lender.  Lender will make Revolving Loans by crediting the amount
thereof to Borrower's account. Revolving Loan proceeds may be used for but not
limited to general working capital purposes, general corporate purposes and
capital expenditures.

          (c)  As provided in Section 7, Borrower will duly issue and deliver to
Lender a Revolving Note in the form of Exhibit 2 (the "Revolving Note"), in the
principal amount of $100,000,000 bearing interest as specified in the Revolving
Note.

          (d)  The term of the Facility will expire on September 30, 2001, and
the Revolving Note will become payable in full on such date.  Borrower may
prepay the principal balance of the Revolving Note in whole or part at any time
(without penalty or charge).

Section 3.  REPRESENTATIONS AND WARRANTIES.

     Borrower hereby warrants and represents to Lender the following:

     3.1. ORGANIZATION AND QUALIFICATION. Borrower is a corporation organized
under the laws of the State of Delaware, has the power and authority to carry on
its business and to enter into and perform this Agreement, the Note and the
other Loan Documents, is qualified and licensed to do business in each
jurisdiction in which such qualification or licensing is required and where
failure to be licensed or qualified would have a material effect on Photomasks,
taken as a whole. All information provided to Lender with respect to Photomasks
and its operations is true and correct in all material respects on the date as
of which such information is provided.

     3.2. DUE AUTHORIZATION.  The execution, delivery and performance by
Borrower of this Agreement, the Note and the other Loan Documents have been duly
authorized by all necessary action, 

<PAGE>

and will not contravene or constitute a default under any law or any 
governmental rule or of the certificate of incorporation or bylaws of Borrower 
or any order binding on Borrower, nor violate any agreement or instrument by 
which Borrower is bound. Borrower has duly executed and delivered this 
Agreement, the Note and the other Loan Documents, and they are valid and 
binding obligations of Borrower enforceable according to their respective terms
except as limited by equitable principles and by bankruptcy, insolvency or 
similar laws affecting the rights of creditors generally. No notice to or 
consent by any governmental body is needed in connection with this transaction.

     3.3. LICENSES, ETC. Borrower maintains in full force and effect any and all
material licenses, permits, franchises, governmental authorizations, patents,
trademarks, copyrights or other rights necessary for the ownership of its
properties and the conduct of its business. Borrower maintains in full force and
effect material licenses, patents, patent applications, copyrights, trademarks,
trademark applications, and trade names to continue to conduct its business as
heretofore conducted by it, without any known conflict with the rights of any
other person or entity, except where such conflict would not have a material
adverse effect on Photomasks, taken as a whole.

     3.4. LAWS AND TAXES. Photomasks is in compliance with all laws,
regulations, rulings, orders, injunctions, decrees, conditions or other
requirements applicable to or imposed upon Photomasks by any law or by any
governmental authority, court or agency having jurisdiction over Photomasks,
the failure to comply with which will have a material adverse affect on
Photomasks, taken as a whole. Borrower has filed all required material tax
returns and reports that are now required to be filed by it in connection with
any federal, state and local tax, duty or charge levied, assessed or imposed
upon Borrower or its assets, including unemployment, social security, and real
estate taxes.  Borrower has paid all taxes which are now due and payable, except
to the extent that the same are being contested in good faith. No taxing
authority has asserted or assessed any additional tax liabilities against
Borrower which are outstanding on the date of this Agreement and which would
have a material adverse effect on Photomasks, taken as a whole, except to the
extent that the same are being contested in good faith.

     3.5. FINANCIAL CONDITION.  All financial statements required hereunder to
be delivered to Lender are true and correct and have been prepared in accordance
with generally accepted accounting principles consistently applied.  Photomasks
has no material obligations or liabilities of any kind not disclosed in such
financial statements, and there has been no material adverse change in the
financial condition of Photomasks nor has Photomasks suffered any damage,
destruction or loss which has materially affected its business, financial
position, results of operations, assets or prospects since the submission of the
most recent financial statements to Lender.

     3.6. DEFAULTS. Borrower is in compliance with all material agreements
applicable to it, and there does not now exist any material default or violation
by Borrower of or under any of the terms, conditions or obligations of any
indenture, mortgage, deed of trust, franchise, permit, contract, agreement or
other instrument to which Borrower is a party or by which it is bound, and the
consummation of the transactions contemplated by this Agreement will not result
in such default or violation.

     3.7. ENVIRONMENTAL LAWS.  (a) Borrower and its subsidiaries (i) are in
compliance with all applicable Environmental Laws, (ii) have received all
permits, licenses and other authorizations which are required under applicable
Environmental Laws and (iii) are in compliance with all terms and conditions of
any such permit, license and authorization, except where such noncompliance with
Environmental Laws, failure to receive required permits, licenses and
authorizations or failure to comply with the terms and conditions of such
permits, licenses and authorizations, would not, singly or in the aggregate,
result in a material adverse effect on the Borrower and its subsidiaries, taken
as a whole.

          (b)  Borrower is not aware of any costs or liabilities associated with
Environmental Laws which would, singly or in the aggregate, result in a material
adverse effect on the Borrower and its subsidiaries, taken as a whole.

                                     -2- 
<PAGE>

     3.8. ERISA.  Borrower is in compliance with all of its obligations to
contribute to any employee benefit plan or pension plan regulated by the
Employee Retirement Income Security Act of 1974 ("ERISA"). Borrower has not
received notice informing it that it is not in full compliance with any of the
requirements of ERISA and the regulations promulgated thereunder, and there
exists no event described in Section 4043(c) thereof ("Reportable Event") that
would have a material adverse effect on Photomasks, taken as a whole.

Section 4.  AFFIRMATIVE COVENANTS.

     4.1. BOOKS AND RECORDS. Borrower will maintain proper books of account and
records and enter therein complete and accurate entries and records of all of
its transactions in accordance with generally accepted accounting principles and
give representatives of Lender access thereto at all reasonable times, including
permission to examine, copy and make abstracts from any such books and records
and such other information which might be helpful to Lender in evaluating the
status of the Loans as it may reasonably request from time to time, subject to
Lender's pledge to keep information confidential which is designated as such.

     4.2. FINANCIAL STATEMENTS.  Borrower will maintain a standard and modem
system for accounting and will furnish to Lender.

          (a)  With respect to the first three quarters of the Borrower's 
fiscal year, as soon as available and in any event within forty-five (45) 
days after the end of each quarter, a copy of Borrower's consolidated 
financial statements for that quarter and for the year to date in a form 
reasonably acceptable to Lender, prepared and certified as complete and 
correct, subject to changes resulting from year-end adjustments, by the 
principal financial officer of Borrower;

          (b)  As soon as available and in any event within ninety (90) days 
after the end of each fiscal year, a copy of Borrower's consolidated 
financial statements for that year audited by a firm of independent certified 
public accountants acceptable to Lender (which acceptance will not be 
unreasonably withheld), and accompanied by a standard audit opinion of such 
accountants without significant qualification;

          (c)  Simultaneously with the statements submitted under (a) and (b) 
above, a certificate signed by the chief financial officer of Borrower, (i) 
stating that such office is familiar with all documents relating to Lender 
and that no Event of Default specified in this Agreement, nor any event which 
upon notice or lapse of time, or both would constitute such an Event of 
Default, has occurred, or if any such condition or event existed or exists, 
specifying it and describing what action Borrower has taken or proposes to 
take with respect thereto, and (ii) setting forth, in summary form, figures 
showing the financial status of Borrower in respect of the financial 
restrictions contained in this Agreement;

          (d)  Copies of all federal, state and local income tax returns and 
such other information as Lender may reasonably request, subject to Lender's 
pledge to keep information confidential which is designated as such.

     4.3. CONDITION AND REPAIR. Borrower will maintain its assets in good 
repair and working order, ordinary wear and tear excepted, and will make all 
appropriate repairs and replacements thereof.

     4.4. INSURANCE. Prior to the drawdown or borrowing of any funds pursuant 
to this Agreement, Borrower will use reasonable efforts to insure or cause 
Photomasks' properties and business to be insured against loss or damage of 
the kinds and in the amounts customarily insured against by corporations with 
established reputations engaged in the same or similar business as Borrower.

                                     -3- 
<PAGE>

     4.5. TAXES.  Borrower will pay when due all taxes, assessments and other 
governmental charges imposed upon it or its assets, franchises, business, 
income or profits before any penalty or interest accrues thereon, and all 
claims (including, without limitation, claims for labor, services, materials 
and supplies) for sums which by law might be a lien or charge upon any of its 
assets, provided that (unless any material item or property would be lost, 
forfeited or materially damaged as a result thereof) no such charge or claim 
need be paid if it is being diligently contested in good faith, and if 
Borrower establishes an adequate reserve or other appropriate provision 
required by generally accepted accounting principles.

     4.6. EXISTENCE. BUSINESS.  Borrower will (a) maintain its existence, (b) 
engage primarily in business of the same general character as that now 
conducted.

     4.7. COMPLIANCE WITH LAWS.  Borrower will comply with all federal, state 
and local laws, regulations and orders applicable to Borrower or its assets, 
including without limitation all Environmental Laws, in all respects material 
to Borrower's business, assets or prospects and will immediately notify 
Lender of any violation of any rule, regulation, statute, ordinance, order or 
law relating to the public health or the environment and of any complaint or 
notifications received by Borrower regarding any environmental or safety and 
health rule, regulation, statute, ordinance or law.

     4.8. NOTICE OF DEFAULT.  Borrower will, within three (3) days of 
knowledge by the Chief Financial Officer thereof, give written notice to 
Lender of (a) the occurrence of any event or the existence of any condition 
which would be, after notice or lapse of applicable grace periods, an Event 
of Default, and (b) the occurrence of any event or the existence of any 
condition which would prohibit Borrower from continuing to make the 
representations set forth in this Agreement.

     4.9. COSTS.  Borrower will pay to Lender its fees, costs and expenses 
(including, without limitation, reasonable attorneys' fees, court costs, 
litigation and other expense) (collectively, "Costs") incurred or paid by 
Lender in enforcing the Loan Documents. The Costs will be due upon demand by 
Lender. If Borrower fails to pay the Costs upon such demand, Lender is 
entitled to disburse such sums as an advance under the Facility, and 
thereafter the Costs will bear interest from the date incurred or disbursed 
at the highest rate set forth in the Notes.

     4.10.  OTHER AMOUNTS DEEMED LOANS.  If Borrower fails to pay any tax, 
assessment, governmental charge or levy or to maintain insurance within the 
time permitted by this Agreement, or to comply with any other obligation, 
Lender may, but shall not be obligated to, pay, satisfy, discharge or bond 
the same for the account of Borrower, and to the extent permitted by law and 
at the option of Lender, all monies so paid by Lender on behalf of Borrower 
will be deemed Revolving Loans and Obligations.

Section 5.  NEGATIVE COVENANTS.

     5.1. INDEBTEDNESS. Without the Lender's prior written consent, Photomasks
will not incur, create, assume or permit to exist any Indebtedness (in addition
to the Indebtedness hereunder) in excess of $50,000,000 in the aggregate, other
than in the ordinary course of business as presently conducted by Photomasks or
other advances or loans to its Affiliates.

     5.2. LEASES. Without the Lender's prior written consent, Photomasks will
not enter into any lease of real or personal property as lessee (other than
leases in existence on the date this Agreement is executed which have been
disclosed to Lender) if the aggregate payments due under such lease and all
other leases of Photomasks then in effect would exceed $50,000,000 in any fiscal
year.


     5.3. GUARANTEES AND LOANS.  Without the prior written consent of the
Lender, Photomasks will not enter into any direct or indirect guarantees in
excess of $50,000,000 other than by endorsement of 

                                     -4- 
<PAGE>

checks for deposit or other than in the ordinary course of business nor make 
any advance or loan in excess of $50,000,000 other than in the ordinary 
course of business as presently conducted by Photomasks or other than 
advances or loans to its Affiliates.

Section 6.  EVENTS OF DEFAULT AND REMEDIES.

     6.1. EVENTS OF DEFAULT. Any of the following events will be an Event of
Default ("Event of Default"):

          (a)  any representation or warranty made by Borrower herein or in any
of the Loan Documents is incorrect in any material respect when made or
reaffirmed and shall not have been corrected within 10 days of discovery by the
Chief Financial Officer of the Borrower of such incorrectness; or

          (b)  Borrower defaults in the payment of any principal on any
Obligation when due and payable, by acceleration or otherwise; or

          (c)  Borrower defaults in payment of any interest on any Obligation
when due and payable, provided that Lender has provided Borrower notice of such
default and Borrower fails to cure such default within 7 days; or

          (d)  Borrower fails to observe or perform any covenant, condition or
agreement herein and fails or is unable to cure such default within 30 days of
the occurrence thereof, provided that such 30 day grace period will not apply to
any failure to permit inspection of the books and records of Borrower; or

          (e)  a court enters a decree or order for relief with respect to
Borrower or an involuntary case under any applicable bankruptcy, insolvency or
other similar law then in effect, or appoints a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of Borrower or for any
substantial part of its property, or orders the wind-up or liquidation of its
affairs; or a petition initiating an involuntary case under any such bankruptcy,
insolvency or similar law is filed and is pending for thirty (30) days without
dismissal; or

          (f)  Borrower commences a voluntary case under any applicable 
bankruptcy, insolvency or other similar law in effect, or makes any general 
assignment for the benefit of creditors, or fails generally to pay its debts 
as such debts become due, or takes corporate action in furtherance of any of 
the foregoing; or

          (g)  Borrower defaults under the terms of any Indebtedness or lease
involving total payment obligations of Borrower in excess of $500,000 and such
default gives any creditor or lessor the right to accelerate the maturity of any
such indebtedness or lease payments which right is not contested by Borrower or
is determined by any court of competent jurisdiction to be valid; or

          (h)  final judgment of the payment of money in excess of $500,000 is
rendered against Borrower and remains undischarged for 30 days during which
execution is not effectively stayed; or

          (i)  an Event of Default or default occurs under any other Loan
Document; or

          (j)  a trustee is appointed by a United States District Court to
administer any employee benefit plan; or the Pension Benefit Guaranty
Corporation institutes proceedings to terminate any of Borrower's employee
benefit plans.

                                     -5- 
<PAGE>

     6.2. REMEDIES.  If any Event of Default will occur, Lender may cease
advancing money hereunder, and/or declare all Obligations to be due and payable
forthwith, whereupon they will forthwith become due and payable without
presentment, demand, protest, or notice of any kind, all of which are hereby
expressly waived by Borrower.

     6.3. SETOFF.  If any Event of Default will occur, Lender is authorized,
without notice to Borrower, to offset and apply to all or any part of the
Obligations all moneys, credits and other property of any nature whatsoever of
Borrower now or at any time hereafter in the possession of, in transit to or
from, under the control or custody of, or on deposit with Lender, including but
not limited to certificates of deposit.

     6.4. DEFAULT RATE.  After the occurrence of an Event of Default, all
amounts of principal outstanding as of the date of the occurrence of such Event
of Default will bear interest at the Default Rate, in Lender's sole discretion,
without notice to Borrower. This provision does not constitute a waiver of any
Event of Default or an agreement by Lender to permit any later payments
whatsoever.

     6.5. NO REMEDY EXCLUSIVE. No remedy set forth herein is exclusive of any
other available remedy or remedies, but each is cumulative and in addition to
every other remedy available under this Agreement, the Loan Documents or as may
be now or hereafter existing at law, in equity or by statute. Borrower waives
any requirement of marshaling of assets which may be secured by any of the Loan
Documents.

     6.6. EFFECT OF TERMINATION. The termination of this Agreement will not
affect any rights of either party or any obligation of either party to the
other, arising prior to the effective date of such termination, and the
provisions hereof shall continue to be fully operative until all transactions
entered into, rights created or Obligations incurred prior to such termination
have been fully disposed of, concluded or liquidated. The rights granted to
Lender hereunder and under the Loan Documents will continue in full force and
effect, notwithstanding the termination of this Agreement or the fact that no
Revolving Loans are outstanding to Borrower, until all of the Obligations, have
been paid in full.

Section 7.  CONDITIONS PRECEDENT.

     7.1. CONDITIONS TO INITIAL LOANS.  Lender will have no obligation to make
or advance any Revolving Loan until Borrower has delivered to Lender at or
before the closing date, in form and substance satisfactory to Lender:

          (a)  An executed version of the Revolving Note in the form of Exhibit
2 attached hereto.

          (b)  A certified resolution of Borrower authorizing this transaction
in a form acceptable to Lender.

          (c)  Such additional information and materials as Lender may
reasonably request.

     7.2. CONDITIONS TO EACH REVOLVING LOAN. On the date of each Revolving Loan,
the following statements will be true:

          (a)  All of the representations and warranties contained herein and in
the Loan Documents will be correct in all material respects as though made on
such date;

          (b)  No event will have occurred and be continuing, or would result
from such Revolving Loan, which constitutes an Event of Default, or would
constitute an Event of Default but for the requirement that notice be given or
lapse of time or both;

                                     -6- 
<PAGE>
          (c)  The aggregate unpaid principal amount of the Revolving Loans
after giving effect to such Revolving Loan will not violate the lending limits
set forth in Section 2.1 of this Agreement.

          Lender may request a certificate by an officer of the Borrower
evidencing the above. The acceptance by Borrower of the proceeds of each
Revolving Loan will be deemed to constitute a representation and warranty by
Borrower that the conditions in Section 7.2 of this Agreement, other than those
that have been waived in writing by Lender, have been satisfied.

     8.1. MISCELLANEOUS. This Agreement, the exhibits and the other Loan
Documents are the complete agreement of the parties hereto and supersede all
previous understandings relating to the subject matter hereof. This Agreement
may be amended only in writing signed by Borrower and Lender. This Agreement may
be executed in counterparts.  If any part of this Agreement is held invalid, the
remainder of this Agreement will not be affected thereby. This Agreement is and
is intended to be a continuing agreement and will remain in full force and
effect until the Revolving Loans are finally and irrevocably paid in full and
the Facility is terminated.

     8.2. WAIVER BY BORROWER. Borrower waives notice of non-payment, demand,
presentment, protest or notice of protest of any Accounts or other Collateral,
and all other notices (except those notices specifically provided for in this
Agreement); consents to any renewals or extensions of time of payment thereof;
and generally waives any suretyship defenses and defenses in the nature thereof.

     8.3. BINDING EFFECT. This Agreement will be binding upon and inure to the
benefit of the respective legal representatives, successors and assigns of the
parties hereto; however, Borrower may not assign any of its rights or delegate
any of its obligations hereunder. Lender (and any subsequent assignee) may
transfer and assign this Agreement or may assign partial interests or
participation in the Loans to other persons.  Lender may, with the prior written
consent of Borrower which may not be unreasonably withheld, disclose to all
prospective and actual assignees and participants all financial, business and
other information about a Borrower which Lender may possess at any time, subject
to such assignee's signing a confidentiality agreement.

     8.4. SURVIVAL. All representations, warranties, covenants and agreements
made by Borrower herein and in the Loan Documents will survive the execution and
delivery of this Agreement, the Loan Documents and the issuance of the Note.

     8.5. DELAY OR OMISSION. No delay or omission on the part of Lender in
exercising any right, remedy or power arising from any Event of Default will
impair any such right, remedy or power or any other right, remedy or power or be
considered a waiver of any right, remedy or power or any Event of Default nor
will the action or omission to act by Lender upon the occurrence of any Event of
Default impair any right, remedy or power arising as a result thereof or affect
any subsequent Event of Default of the same or different nature.












                                     -7- 
<PAGE>

     8.6. NOTICES.  Any notices under or pursuant to this Agreement will be 
deemed duly sent when delivered in hand or when mailed by registered or 
certified mail, return receipt requested, addressed as follows:

          To Borrower:
               Du Pont Photomasks, Inc.
               100 Texas Avenue
               Round Rock, Texas 78664
               Attention: Treasurer


          To Lender:
              Du Pont Chemical and Energy Operations, Inc.
              1007 Market Street D8045
              Wilmington, DE 19898
              Attention: Tm Schmelzer - Administrator

     Either party may change such address by sending notice of the change to 
the other party.

     8.7. NO PARTNERSHIP. Nothing contained herein or in any of the Loan 
Documents is intended to create or will be construed to create any 
relationship between Lender and Borrower other than as expressly set forth 
herein or therein and will not create any joint venture, partnership or other 
relationship.

     8.8. INDEMNIFICATION. If after receipt of any payment of all or part of 
the Obligations, Lender is for any reason compelled to surrender such payment 
to any person or entity, because such payment is determined to be void or 
voidable as a preference, impermissible setoff, or diversion of trust funds, 
or for any other reason, this Agreement will continue in full force and 
effect and Borrower will be liable to, and will indemnify, save and hold 
Lender, its officers, directors, attorneys, and employees harmless of and 
from the amount of such payment surrendered.  The provisions of this Section 
will be and remain effective notwithstanding any contrary action which may 
have been taken by Lender in reliance on such payment, and any such contrary 
action so taken will be without prejudice to Lender's rights under this 
Agreement and will be deemed to have been conditioned upon such payment 
becoming final, indefeasible and irrevocable. In addition, Borrower will 
indemnify, defend, save and hold Lender, its officers, directors, attorneys, 
and employees harmless of, from and against all claims, demands, liabilities, 
judgments, losses, damages, costs and expenses, joint or several (including 
all accounting fees and attorneys' fees reasonably incurred), that Lender or 
any such indemnified party may incur arising out of this Agreement, any of 
the Loan Documents or any act taken by Lender hereunder except for the 
willful misconduct or gross negligence of such indemnified party. The 
provisions of this Section will survive the termination of this Agreement.

     8.9. GOVERNING LAW: JURISDICTION. This Agreement, the Note and the other 
Loan Documents will be governed by the domestic laws of the State of Delaware 
without regard to the principles of conflicts of law. Borrower agrees that 
the state and federal courts in New Castle County, Delaware, or any other 
court in which Lender initiates proceedings have exclusive jurisdiction over 
all matters arising out of this Agreement, and that service of process in any 
such proceeding will be effective if mailed to Borrower at its address 
described in the Notices section of this Agreement. LENDER AND BORROWER 
HEREBY WAIVE THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS 
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

                                      -8-
<PAGE>

     IN WITNESS WHEREOF, Borrower and Lender have executed this Agreement by 
their duly authorized officers as of the date first above written.

                         DU PONT PHOTOMASKS, INC.


                         By: /s/ DAVID S. GINO
                            ----------------------------------

                         Its: Exec. VP & CFO
                             ---------------------------------


                         DU PONT CHEMICAL AND ENERGY
                              OPERATIONS, INC.

                         By: /s/ C. L. DOWNING
                            ----------------------------------

                         Its: VICE PRESIDENT AND TREASURER





                                      -9-
<PAGE>

                                   EXHIBITS

                                      TO

                                CREDIT AGREEMENT

                                    BETWEEN

                             DU PONT PHOTOMASKS, INC.

               AND DU PONT CHEMICAL AND ENERGY OPERATIONS, INC.





Exhibit 1      -    Definitions
Exhibit 2      -    Revolving Note





                                     -10-
<PAGE>

                                   EXHIBIT 1

                                  DEFINITIONS

     1.   "Affiliate" means any corporation, subsidiary, partnership, limited 
liability company, trust or other legal entity controlled by the Borrower.

     2.   "Default Rate" means two percent (2%) in excess of the interest 
rate otherwise in effect under amounts outstanding under the Note. In no 
event will the interest rate accruing under such Note be increased to be in 
excess of the maximum interest rate permitted by applicable state or federal 
usury laws then in effect.

     3.   "Environmental Laws" means any and all federal, state, local and 
foreign statutes, laws, regulations, ordinances, rules, judgments, orders, 
decrees or other governmental restrictions relating to the environment or to 
pollution or protection of the environment, including laws relating to 
emissions, discharges, releases or threatened releases of pollutants, 
contaminants, chemicals, or industrial toxic or hazardous substances or waste 
into the environment (including without limitation ambient air, surface 
water, ground water or land), or otherwise relating to the manufacture, 
processing, distribution, use, treatment, storage, disposal, transport or 
handling of pollutants, contaminants, chemicals or industrial, toxic or 
hazardous substances or wastes.

     4.   "ERISA" means the Federal Employee Retirement Income Security Act 
of 1974, as amended, or any successor act.

     5.   "Event(s) of Default" will have the meaning set forth in Section 
6.1 of the Agreement.

     6.   "Facility" will have the meaning set forth in Section 2.1 of the 
Agreement.

     7.   "Indebtedness" of any person means (a) all debt of such person for 
borrowed money, (b) all indebtedness of such person secured by any mortgage, 
pledge, lien or conditional sale or other title retention agreement to which 
any property or asset owned or held by such person is subject, whether or not 
the indebtedness secured thereby will have been assumed by such person 
(excluding non-capitalized leases which may amount to title retention 
agreements but including capitalized leases) and (c) all indebtedness of 
others which such person has directly or indirectly guaranteed, endorsed 
(otherwise than for collection or deposit in the ordinary course of 
business), discounted or sold with recourse or agreed (contingently or 
otherwise) to purchase or repurchase or otherwise acquire, or in respect of 
which such person has agreed to apply or advance funds (whether by way of 
loan, stock purchase, capital contribution or otherwise) or otherwise to 
become directly or indirectly liable.

     8.   "Loan Documents" means this Agreement, the Note, and every other 
document or agreement executed by any party evidencing, guarantying or 
securing any of the Obligations; and "Loan Document" means any one of the 
Loan Documents.

     9.   "Note" means the Revolving Note.

     10.  "Obligation(s)" means all loans, advances, and indebtedness of 
Borrower owed to Lender of every kind and description whether now existing or 
hereafter arising under this Agreement, the Note and the other Loan Documents.

     11.  "Revolving Loans" has the meaning assigned to that term in Section 
2.1 of this Agreement.

                                     -11-
<PAGE>

     12.  "Revolving Note" has the meaning assigned to that term in Section 
2.1 of this Agreement.











                                     -12-
<PAGE>

                                   EXHIBIT 2

                                 REVOLVING NOTE

$100,000,000                                                    August 1, 1997

     On September 30, 2001, Du Pont Photomasks, Inc., a Delaware corporation, 
for value received, hereby promises to pay to the order of Du Pont Chemical 
and Energy Operations, Inc., a Delaware corporation (the "Lender"), at its 
offices, located at 1007 Market Street, Wilmington, Delaware, in lawful money 
of the United States of America and in immediately available funds, the 
principal sum of One Hundred Million and no/100's Dollars ($100,000,000) or 
such lesser unpaid principal amount as may be advanced by Lender pursuant to 
the terms of the Credit Agreement of even date herewith by and between 
Borrower and Lender, as the same may be amended from time to time (the 
"Agreement").

     The principal balance outstanding hereunder, will bear interest from the 
date of the first advance until paid at an annual floating rate of interest 
equal to LIBOR in effect from time to time plus a spread of 25 basis points.

     Accrued and unpaid interest will be payable in immediately available 
funds at the principal office of the Lender set forth above on the first day 
of August, 1997, and on the first day of February and of August thereafter 
during the term hereof.  Interest will be calculated based on a 365-day year 
and charged for the actual number of days elapsed.

     On September 30, 2001, all outstanding principal and all accrued and 
unpaid interest will be due and payable. After maturity, whether by 
acceleration or otherwise, this Note will bear interest (computed and 
adjusted in the same manner, and with the same effect, as interest hereon 
prior to maturity) payable on demand, at a rate per annum equal to the 
Default Rate (as defined in the Agreement), until paid, and whether before or 
after the entry of judgment hereon.

     "LIBOR" will be determined by Lender in accordance with the following 
provisions: LIBOR will be equal to the average daily rate during the 
preceding month for U.S. dollars having 30-day maturity as reported on 
Bloomberg US0001M (INDEX) HP.

     "Bloomberg US0001M (INDEX) HP" means the display page so designated on 
the Bloomberg Financial Markets (or such other page as may replace that page 
on that service, or such other service as may be nominated as the information 
provider, for the purpose of displaying rates or prices relating to LIBOR).

     Subject to the conversion rights of the Borrower, the initial principal 
amount of each loan made by Lender under this Note and the amount of each 
prepayment made by Borrower under this Note will be recorded by Lender on the 
schedule attached hereto or in the regularly maintained data processing 
records of Lender. The aggregate unpaid principal amount of all loans set 
forth in such schedule or in such records will be presumptive evidence of the 
principal amount owing and unpaid on this Note. However, failure by Lender to 
make any such entry will not limit or otherwise affect Borrower's obligations 
under this Note or the Agreement.

     All payments received by Lender under this Note will be applied first to 
payment of amounts advanced by Lender on behalf of Borrower or which may be 
due for insurance, taxes and attorneys' fees or other charges to be paid by 
Borrower pursuant to the Agreement and the Loan Documents (as defined in the 
Agreement), then to accrued interest on this Note, then to principal.

                                     -13-
<PAGE>

     This Note is the Revolving Note referred to in the Agreement, and is 
entitled to the benefits, and is subject to the terms, of this Agreement. 
Capitalized terms used but not otherwise defined herein will have the 
meanings attributed thereto in the Agreement.

     The principal of this Note is prepayable in the amounts and under the 
circumstances, and its maturity is subject to acceleration upon the terms, 
set forth in the Agreement.  Except as otherwise expressly provided in the 
Agreement, if any payment on this Note becomes due and payable on a day other 
than one on which banks are open for business in New York, New York (a 
"Business Day"), the maturity thereof will be extended to the next Business 
Day, and interest will be payable at the rate specified herein during such 
extension period.

     Borrower has the option to reduce, extend or modify the maturity date of 
this note in accordance with the provisions set forth in this paragraph. So 
long as Borrower gives Lender five business days notice prior to the initial 
maturity date of this note, Borrower may convert indebtedness to a 2, 3, 5, 
or 7 year term loan (hereinafter referred to as the "Conversion Right"). The 
Conversion Right may only be exercised once with respect to any designated 
amount of indebtedness, and at no time shall the aggregate amount of 
indebtedness under the Loan Facility exceed One Hundred Million Dollars 
($100,000,000). Other than Borrower's right to modify' the maturity dates 
pursuant to the Conversion Right, all other terms of this note shall remain 
applicable, and in full force and effect.

     At the time of notice, Borrower will indicate the desired loan term, and 
the loan interest rate will then become fixed at the applicable spread over 
the yield of the U.S. Treasury Note of the same maturity.  Yields on the 
Treasury Notes will be obtained from Bloomberg Financial Markets at H.15 
(INDEX). The applicable loan spread will be as follows:

               2 year         Treasuries + 200 BP
               3 year         Treasuries + 225 BP
               5 year         Treasuries + 250 BP
               7 year         Treasuries + 265 BP

     After the occurrence of an Event of Default, all amounts of principal 
outstanding as of the date of the occurrence of such Event of Default will 
bear interest at the Default Rate, in Lender's sole discretion, without 
notice to Borrower. This provision does not constitute a waiver of any Events 
of Default or an agreement by Lender to permit any late payments whatsoever.

     Borrower may prepay any portion of this Note in part at any time without 
premium or penalty.

     In no event will the interest rate on this Note exceed the highest rate 
permissible under any law which a court of competent jurisdiction will, in a 
final determination, deem applicable hereto.  In the event that a court 
determines that Lender has received interest and other charges under this 
Note in excess of the highest permissible rate applicable hereto, such excess 
will be deemed received on account of, and will automatically be applied to 
reduce the amounts due to Lender from Borrower under this Note, other than 
interest, and the provisions hereof will be deemed amended to provide for the 
highest permissible rate. If there are no such amounts outstanding, Lender 
will refund to Borrower such excess.

     Borrower and all endorsers, sureties, guarantors and other persons 
liable on this Note hereby waive presentment for payment, demand, notice of 
dishonor, protest, notice of protest and all other demands and notices in 
connection with the delivery, performance and enforcement of this Note, and 
consent to one or more renewals or extensions of this Note.

     This Note may not be changed orally, but only by an instrument in 
writing.

                                     -14-
<PAGE>

     This Note is being delivered in, is intended to be performed in, will be 
construed and enforceable in accordance with, and be governed by the internal 
laws of the State of Delaware without regard to principles of conflict of 
laws. Borrower agrees that the State and Federal courts in New Castle County, 
Delaware or any other court in which Lender initiates proceedings will have 
exclusive jurisdiction over all matters arising out of this Note, and that 
service of process in any such proceeding will be effective if mailed to 
Borrower at its address described in the Notices section of the Agreement.  
BORROWER HEREBY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT 
OF THIS NOTE.

WITNESSES:                              DU PONT PHOTOMASKS, INC,

/s/ KAREN LEE MATUSZEWSKI               By: /s/ DAVID S. GINO
---------------------------                -----------------------------

/s/ SHARON DAUGHETT                     Its: Exec. VP & CFO
---------------------------                 ----------------------------

                                             By: 
                                                 -----------------------

                                             Its: 
                                                  ----------------------





                                     -15-
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                         CORPORATION ACKNOWLEDGMENT


STATE OF       TEXAS
         ----------------
COUNTY OF    WILLIAMSON   ss
          ---------------


     Before me the undersigned, a Notary Public, in and for said County and 
State, on this 1st of August, 1997, personally appeared David S. Gino to me 
known to be the identical person ___ who subscribed the name to the maker 
thereof to the foregoing instrument as its Executive Vice President and Chief 
Financial Officer and acknowledged to me that ___ he ___ executed the same as 
his free and voluntary act and deed and as the free and voluntary act and 
deed of such corporation, for the uses and purposes therein set forth.

      Given under my hand and seal of office the day and year last above 
written.

                           /s/ C.D. SCHEDLER
                           -----------------------------------
[SEAL]                     NOTARY PUBLIC
                           My Commission Expires:  3-16-98 
                                                  ---------




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