EXHIBIT 10.13

                                 PROMISSORY NOTE


$2,600,647.03                                                July 3, 2002


     FOR VALUE RECEIVED, Brad Mattson (the "Borrower") promises to pay to
Mattson Technology, Inc. (the "Company"), or order, in lawful money of the
United States of America in immediately available funds, the principal sum of
Two Million Six Hundred Thousand, Six Hundred Forty-Seven Dollars and Three
Cents ($2,600,647.03) (the "Loan"), or if less, the aggregate unpaid principal
amount outstanding on this Note as of the Maturity Date, together with interest
accruing on the outstanding principal balance from the date hereof, as provided
below.

1.   Loan Agreement. This Note is issued in connection with that certain Term
     Loan and Security Agreement of even date herewith between the Borrower and
     the Company (the "Loan Agreement"). Capitalized terms used but not
     otherwise defined herein shall have the respective meanings as set forth in
     the Loan Agreement.

2.   Rate of Interest. Principal amounts outstanding on this Note will bear
     interest at a rate per annum determined in accordance with the Loan
     Agreement. Interest will be calculated on the basis of a year of 360 days
     for the actual number of days in each interest period.

3.   Payment Terms. Subject to the terms and conditions of this Note and the
     Loan Agreement:

     3.1. Payment on Maturity. Accrual and Payment of Interest and Maturity. The
Loan, and all principal and interest outstanding hereunder, shall mature and
become due and payable in full on the Maturity Date; provided, however, that
should the Borrower sell any shares of common stock of the Company at any time
while any portion of the Loan or other amounts are outstanding under this
Agreement, the full amount of the proceeds from such sale of common shall be
applied against and used to repay the Loan. In addition, should Borrower
maintain or establish a margin account after the date hereof with any broker or
investment banker at any time while any portion of the Loan is outstanding
hereunder, the full proceeds from any initial borrowing under such margin
account shall be used to repay the Loan or portion thereof. Borrower agrees
that, while any amounts are outstanding hereunder, Borrower shall not borrow
against any margin agreement, without applying the proceeds of such borrowing to
repayment of proceeds hereunder.

     3.2. Payments on Non-Business Day. In the event that any payment of any
principal, interest, or any other amounts payable by Borrower under or pursuant
to this Agreement shall become due on any day which is not a Business Day, such
due date shall be extended to the next succeeding Business Day, and, to the
extent applicable, interest shall continue to accrue and be payable at the
applicable rate(s) for and during any such extension.



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     3.3. Payment Procedures. All sums payable by Borrower to the Company under
or pursuant to this Agreement, whether principal, interest, or otherwise, shall
be paid, when due, directly to the Company at its headquarters offices in
Fremont, California, or at such other office of the Company as the Company may
designate in writing to Borrower from time to time, in immediately available
United States funds, and without setoff, deduction or counterclaim.

     3.4. Default Rate. Notwithstanding anything to the contrary set forth
herein, in the event that and so long as any Event of Default shall have
occurred and be continuing or exist, all indebtedness outstanding under the
Revolving Credit shall bear interest at a rate equal to the then applicable
interest rate plus two percent (2%), which interest, in any case, shall be
payable upon demand.

4.   Prepayment. The indebtedness evidenced by this Note may be prepaid in whole
     or in part at any time without penalty.

5.   Miscellaneous.

     5.1. No delay or omission of the Company to exercise any right or power
arising hereunder shall impair any such right or power or be considered to be a
waiver of any such right or power, nor shall the Company's action or inaction
impair any such right or power.

     5.2. The Borrower agrees to pay on demand, to the extent permitted by law,
all costs and expenses incurred by the Company in the enforcement of its rights
in this Note and in any security therefor, including without limitation
reasonable fees and expenses of the Company's counsel.

     5.3. If any provision of this Note is found to be invalid by a court, all
the other provisions of this Note will remain in full force and effect.

     5.4. The Borrower hereby waives to the full extent permitted by law all
rights to plead any statute of limitations as a defense to any action hereunder.

     5.5. The Borrower waives demand, presentment, notice of protest, notice of
demand, dishonor, diligence in collection and notices of intention to accelerate
maturity. The Company may automatically effectuate any such acceleration by
making an entry to such effect in its records, in which event the unpaid balance
on this Note shall become immediately due and payable without demand or notice.

     5.6. This Note shall bind the Borrower and its heirs, executors,
administrators, successors and assigns, and the benefits hereof shall inure to
the benefit of the Company and its successors and assigns.

     5.7. This Note will be interpreted and the rights and liabilities of the
Company and the Borrower determined in accordance with the laws of the State of
California without regard to its conflict of laws principles.


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     THE BORROWER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD ALL OF THE
PROVISIONS OF THIS NOTE, AND HAS BEEN ADVISED BY COUNSEL AS NECESSARY OR
APPROPRIATE.

     WITNESS the due execution of this Note as of the date first written above,
with the intent to be legally bound hereby.





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                                       Brad Mattson












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