EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT


     AGREEMENT,  dated this 15th day of March,  2001,  between  Amtech  Systems,
Inc., an Arizona  corporation  (the  "Company")  with offices at 131 South Clark
Drive, Tempe, Arizona, and Jong S. Whang (the "Executive"),

                                  WITNESSETH:

     WHEREAS, the Company and the Executive wish to enter into an employment and
compensation arrangement on the following terms and conditions:

     1. EMPLOYMENT.  Subject to the terms and conditions of this Agreement,  the
Company agrees to employ the Executive as its Chief Executive Officer during the
Employment Period (as defined in Section 7) and Executive agrees to perform such
acts and duties and furnish  such  services  to the  Company and its  affiliates
consistent  with such  position as the Company's  Board of Directors  shall from
time to time direct.  The Executive  shall have general and active charge of the
business  and  affairs  of  the  Company  and,  in  such  capacity,  shall  have
responsibility  for the  day-to-day  operations  of the Company,  subject to the
authority  and  control of the Board of  Directors  of the  Company.  During the
Employment  Period, the Company shall continue to take such actions as necessary
to cause the Executive's nomination as a member of the Board of Directors of the
Company.  The Executive  hereby accepts such employment and agrees to devote his
full time and best efforts to the duties  provided  herein,  provided,  that the
Executive may engage in other business  activities which (i) involve no conflict
of interest with the interests of the Company  (subject to approval by the Board
of Directors, which approval shall not be unreasonably withheld) and (ii) do not
materially  interfere with the  performance by the Executive of his duties under
this Agreement.

     2.  COMPENSATION.  For services  rendered to the Company during the term of
this  Agreement,  the Company shall  compensate  the  Executive  with an initial
salary, payable in monthly installments, of $188,402 per annum. Such base salary
shall be  reviewed  on an  annual  basis by the  Compensation  Committee  of the
Company's  Board  of  Directors  (the  "Compensation  Committee")  and  shall be
increased by at least five (5%) percent per annum.

     3. INCENTIVE  COMPENSATION.  The Executive shall also be entitled to annual
cash  bonuses not to exceed fifty per cent (50%) of the  applicable  base salary
for each fiscal year during the Employment  Period  ("Incentive  Compensation").
The Executive's  Incentive  Compensation  for each such fiscal year shall be the
total of the amounts calculated as follows:

          (a) an amount equal to two percent (2%) of the Earnings of the Company
for such fiscal year; plus

          (b) an amount  equal to two  percent  (2%) of the  amount by which the
revenues of the Company for such fiscal year exceed such  revenues  for the next
preceding  fiscal year. For purposes of determining the amount by which revenues
of the Company for the fiscal year in which any  operations  are first  acquired
exceed the Company's  revenues for the next preceding  fiscal year, the revenues
of the acquired  operations shall be added on a pro forma basis to the Company's
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revenues  for the same period of the next  preceding  fiscal year for which such
revenues  are  included  in the  Company's  revenues  in the fiscal  year of the
acquisition.  For purposes of  determining  the amount by which  revenues of the
Company  for the next  fiscal  year  following  the  fiscal  year in  which  any
operations are first acquired exceed the Company's  revenues for the fiscal year
in which such  operations  are first  acquired,  the  revenues  of the  acquired
operations  for the  period  of the  fiscal  year of  acquisition  prior  to the
acquisition  date shall be added on a pro forma basis to the Company's  revenues
for such fiscal year.

For purposes of this paragraph 3, the term "Earnings" shall mean the earnings of
the Company  and its  subsidiaries  determined  on a  consolidated  basis and in
accordance with generally accepted accounting  principles,  consistently applied
for each fiscal year of the Company  during the  Employment  Period,  before any
provision is made for federal or state income taxes, but after provision for all
bonuses, both in stock and cash.

     4. STOCK OPTIONS.

          (a) OUTSTANDING OPTIONS. All currently outstanding options to purchase
Common  Stock of the Company  held by  Executive  shall remain in full force and
effect in accordance with the provisions of Employer's Stock Option plan and the
applicable Stock Option Agreements, as may be amended from time to time.

          (b) NEW OPTIONS.  As further  compensation,  Employee  shall be issued
150,000 stock options  (hereinafter  "stock options") upon the effective date of
this  Agreement.  All of the stock options shall be  "Incentive  Stock  Options"
within the  meaning  of the  Internal  Revenue  Code of 1986,  as  amended  (the
"Code"), subject to the limitations of the Code. Any stock options which are not
allowed to be  incentive  stock  options  under the Code shall be  non-qualified
stock options. The stock options shall be issued at the fair market value of the
Employer's  common  stock as of the date of this  Agreement  and shall vest at a
rate of 30,000 options for each full year of service during the first five years
of the  Employment  Period  (and  shall not be vested for  interim  periods on a
pro-rata basis,  except as otherwise  provided herein or in the applicable Stock
Option Agreement).

     5.  BENEFITS.  During the Employment  Period,  the Company shall provide or
cause to be provided to the Executive such employee  benefits as are provided to
other executive  officers of the Company,  including  family medical and dental,
disability  and life  insurance,  and  participation  in pension and  retirement
plans, incentive compensation plans, stock option plans and other benefit plans.
During the Employment Period, the Company may provide or cause to be provided to
the Executive such additional  benefits as the Company may deem appropriate from
time to time.  The Company  shall also provide the  Executive  at the  Company's
expense  the use of an  automobile  of at least  equal  value  to that  which is
presently  utilized by the Executive as of the date of this Agreement as well as
a life insurance policy in the face amount of $250,000 with  Executive's  spouse
as the beneficiary.

     6.  VACATION.  The  Executive  shall be  entitled  to annual  vacations  in
accordance with the Company's  vacation policies in effect from time to time for
executive officers of the Company.

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     7. TERM:  Employment Period. The "Employment  Period" shall commence on the
date of this  Agreement  (the  "Effective  Date")  and shall  terminate  5 years
thereafter,  unless extended by written  agreement between the parties or unless
earlier  terminated  pursuant to Section 8. If the Executive shall remain in the
full time employ of the Company beyond the Employment Period without any written
agreement  between the parties,  this Agreement shall be deemed to continue on a
month to month  basis and either  party shall have the right to  terminate  this
Agreement at the end of any ensuing calendar month on written notice of at least
30 days.

     8. TERMINATION.

          (a) Executive's employment with the company shall be "at will". Either
the Company or the  Executive  may  terminate  this  Agreement  and  Executive's
employment at any time,  with or without Cause or Good Reason (as such terms are
defined  below),  in its or his sole  discretion,  upon  thirty  (30) days prior
written notice of termination.

          (b) Without limiting the foregoing Section 8(a), (i) the Executive may
terminate his employment  with the company at any time for Good Reason,  or (ii)
the Company may  terminate his  employment at any time for Cause.  "Good Reason"
shall  mean (i) the  Company's  failure  to elect or  reelect,  or to appoint or
reappoint, Executive to offices or positions involving duties, responsibilities,
authority  and dignity of a scope of  comparable  to those of  Executive's  most
significant  offices or positions held at any time during the Employment Period;
(ii)  material  changes by the Company in the  Executive's  function,  duties or
responsibilities  (including  reporting  responsibilities)  of a scope less than
that  associated with  Executive's  most  significant  position with the Company
during the Employment  Period;  (iii)  Executive's base salary is reduced by the
Company  below the  highest  base  salary of  Executive  in  effect  during  the
Employment Period; (iv) relocation of Executive's  principal place of employment
to a place  that is not  within  either the city  limits of Tempe,  Arizona,  or
within a radius of ten (10) miles of his primary  residence;  (v) failure by the
Company to obtain the assumption of this Agreement by any successor or assign of
the Company;  or (vi) material  breach of this  Agreement by the Company,  which
breach is not  cured  within  five (5) days  after  written  notice  thereof  is
delivered  to the  Company.  "Cause"  shall  mean (i) the  Executive's  willful,
repeated or negligent failure to perform his duties hereunder and to comply with
any reasonable or proper  direction given by or on behalf of the Company's Board
of  Directors  and the  continuation  of such  failure  following  ten (10) days
written  notice to such  effect,  (ii) the  Executive  being  guilty of  serious
misconduct  on  the  Company's   premises  or  elsewhere,   whether  during  the
performance of his duties or not,  which is reasonably  likely to cause material
damage to the  reputation of the Company or render it materially  more difficult
for the  Executive  to  satisfactorily  continue  to perform  his duties and the
continuation or a second instance of such serious misconduct  following ten (10)
days written notice to such effect;  (iii) the Executive being found guilty in a
criminal  court  of any  offense  of a  nature  which is  reasonably  likely  to
materially  adversely  affect the  reputation  of the  Company or to  materially
prejudice its interests if the Executive  were to continue to be employed by the
Company;  (iv)  the  Executive's  commission  of any  act  of  fraud,  theft  or
dishonesty,  or any intentional tort against the Company; or (v) the Executive's
violation of any of the material terms, covenants, representations or warranties
contained in this  Agreement  and failure to correct such  violation  within ten
(10) days after written notice by the Company.

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          (c)  "Disability"  shall  mean that the  Executive,  in the good faith
determination  of the Board of  Directors  of the  Company,  is unable to render
services of the character contemplated hereby and that such inability (i) may be
expected to be permanent, or (ii) may be expected to continue for a period of at
least six (6) consecutive  months (or for shorter periods totaling more than six
(6) months  during any period of twelve (12)  consecutive  months).  Termination
resulting  from  Disability may only be effected after at least thirty (30) days
written  notice by the Company of its  intention  to terminate  the  Executive's
employment.

          (d) "Termination  Date" shall mean (i) if this Agreement is terminated
on account of death, the date of death; (ii) if this Agreement is terminated for
Disability, the date established by the Company pursuant to Section 8(c) hereof;
(iii) if this Agreement is terminated by the Company, the date on which a notice
of termination is given to the Executive; (iv) if the Agreement is terminated by
the  Executive,  the date the Executive  ceases work;  or (v) if this  Agreement
expires   by  its  terms,   the  last  day  of  the  term  of  this   Agreement.
Notwithstanding  the  foregoing,  if within thirty (30) days after any notice of
termination is given,  the party  receiving such notice notifies the other party
that a dispute exists concerning the termination,  the Termination Date shall be
the date finally determined to be the Termination Date, either by mutual written
agreement  of the parties or by binding  arbitration  in the manner  provided in
Section 23 hereof;  provided  that the  Termination  Date shall be extended by a
notice  of  dispute  only if such  notice  is given in good  faith and the party
giving such notice  pursues  the  resolution  of such  dispute  with  reasonable
diligence.  Notwithstanding  the pendency of any such dispute,  the Company will
continue to pay the  Executive his full  compensation  in effect when the notice
giving rise to the dispute was given and continue the Executive as a participant
in all  compensation,  benefit and insurance plans in which he was participating
when the notice  giving  rise to the  dispute  was given,  until the  dispute is
finally  resolved.  Amounts paid under this Section 8(d) shall be in addition to
all other amounts due under this  Agreement  and shall not be offset  against or
reduce any  amounts due under this  Agreement;  provided,  however,  that if the
arbitrator  determines that any notice of dispute by the Executive was not given
in good  faith or that the  Executive  did not  pursue  the  resolution  of such
dispute with  reasonable  diligence,  the Executive  shall repay the Company the
amount of compensation  paid to the Executive  pursuant to Section 8(d) from the
Termination  Date which  would have  applied had such notice of dispute not been
given,  plus  interest  thereon at the  applicable  federal rate provided for in
Section  1274(d)  of the  Internal  Revenue  Code,  or any  successor  provision
thereof,  for an  obligation  with a term equal to the  period  from the date of
payment to the date of repayment pursuant to this Section 8(d).

     9. SEVERANCE:

          (a) If (i) the Company  terminates  the  employment  of the  Executive
against  his will  and  without  Cause,  or (ii) the  Executive  terminates  his
employment for Good Reason,  the Executive  shall be entitled to receive salary,
Incentive  Compensation and vacation accrued through the Termination  Date, plus
the following:

               (i) an amount  equal to two years of  Executive's  base salary in
effect on the Termination Date;

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               (ii) a pro-rated portion of the amount of Incentive  Compensation
Executive would earn for the fiscal year in which the termination  occurs if the
results of  operations  of the Company for the period from the beginning of such
fiscal year to the Termination  Date were  annualized (the "Pro-Rated  Incentive
Compensation");

               (iii) full  vesting of all stock  options  issued  under  Section
4(b)(1) hereof (the "Section 4(b)(1) Options");

               (iv)  vesting  of a  pro-rated  portion  of the  number  of stock
options  which would have  vested for the fiscal  year in which the  termination
occurs  under  Section  4(b)(2) and  Section  4(b)(3)  hereof (the  "Performance
Options")  if the results of  operations  of the Company for the period from the
beginning of such fiscal year to the Termination Date were annualized.

The Company shall make the termination  payment required hereunder within thirty
(30) days of the Termination Date.  Notwithstanding  the foregoing,  the Company
shall not be  required to pay any  severance  pay for any period  following  the
Termination Date if the Executive violates the provisions of Section 15, Section
16 or Section 17 of this  Agreement in any material  respect,  and fails to cure
such  violation  willingly  thirty days after written notice from the Company to
the Executive detailing such violation.

          (b) If (i) the Executive  voluntarily  terminates his employment other
than for Good Reason, (ii) the Executive's employment is terminated due to death
or  Disability,  or (iii) the  Executive is terminated by the Company for Cause,
then the  Executive  shall be  entitled to receive  salary and accrued  vacation
through  the  Termination  Date only.  In the event of death or  Disability  the
Executive shall also be entitled to receive the Pro-Rated Incentive Compensation
and  vesting of the  Section  4(b)(1)  Options  and the  Performance  Options as
provided in Section 9(a).

          (c) In addition to the provisions of Section 9(a) and 9(b) hereof,  to
the extent COBRA shall be  applicable  to the Company or as provided by law, the
Executive  shall be entitled to  continuation  of group health plan  benefits in
accordance  with COBRA if the Executive  makes the  appropriate  conversion  and
payments. If requested to do so, the Company will transfer ownership of the life
insurance  policy  referred to in Section 5 to the  Executive  and the Executive
agrees to pay for any costs related to the transfer in excess of $1000 and to be
responsible for all future premiums.

          (d)  The  Executive   acknowledges   that,  upon  termination  of  his
employment, he is entitled to no other compensation, severance or other benefits
other than those  specifically  set forth in this  Agreement  or any  applicable
Stock Option Agreement.

     10.  EXPENSES.  The Company  shall pay or reimburse  the  Executive for all
expenses  normally  reimbursed  by  Company,   reasonably  incurred  by  him  in
furtherance  of his duties  hereunder and authorized and approved by the Company
in compliance with such rules relating  thereto as the Company may, from time to
time,  adopt and as may be required  in order to permit such  payments as proper
deductions to Company under the Internal  Revenue Code of 1986, as amended,  and
the rule and regulations adopted pursuant thereto now or hereafter in effect.

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     11.  FACILITIES AND SERVICES.  The Company shall furnish the Executive with
office  space,  secretarial  and  support  staff and such other  facilities  and
services as shall be  reasonably  necessary  for the  performance  of his duties
under this Agreement.

     12. MITIGATION NOT REQUIRED. In the event this Agreement is terminated, the
Executive shall not be required to mitigate  amounts payable  pursuant hereto by
seeking other  employment or otherwise.  The Executive's  acceptance of any such
other  employment  shall not  diminish  or impair  the  amounts  payable  to the
Executive pursuant hereto.

     13. PLACE OF PERFORMANCE.  The Executive shall perform his duties primarily
in Tempe, Arizona or locations within a reasonable proximity thereof, except for
reasonable travel as the performance of the Executive's duties may require.

     14. INSURANCE AND INDEMNITY.  During the Employment Period, if available at
reasonable  costs,  the Company  shall  maintain,  at its expense,  officers and
directors  fiduciary  liability  insurance  covering the Executive and all other
executive  officers and directors in an amount of no less than  $1,000,000.  The
Company shall also indemnify the Executive,  to the fullest extent  permitted by
law, from any liability  asserted against or incurred by the Executive by reason
of the fact that the  Executive  is or was an officer or director of the Company
or any  affiliate  or related  party or is or was serving in any capacity at the
request of the Company for any other  corporation,  partnership,  joint venture,
trust, employment benefit plan or other enterprise. This indemnity shall survive
termination of this Agreement.

     15. NONCOMPETITION.

     A. The Executive  agrees that,  except in accordance  with his duties under
this  Agreement  on behalf of the  Company,  he will not during the term of this
Agreement:

          Participate  in, be employed in any  capacity  by,  serve as director,
consultant,  agent or  representative  for,  or have any  interest,  directly or
indirectly,  in any enterprise which is engaged in the business of distributing,
selling or otherwise  trading in products or services  which are  competitive to
any products or services distributed, sold or otherwise traded in by the Company
or any of its  subsidiaries  during the term of the Executive's  employment with
the Company, or which are competitive to any products or services being actively
developed,  with the bona fide intent to market  same,  by the Company or any of
its subsidiaries during the term of the Executive's employment with the Company;

          In addition, the Executive agrees that for a period of two years after
the  end of the  term  of this  Agreement  (unless  the  Company  breaches  this
Agreement  by failing to pay to the  Executive  all sums due him under the terms
hereof,  in which event the  following  provisions of this Section 15.A shall be
inapplicable),  the  Executive  shall  observe the  covenants  set forth in this
Section 15 and shall not own,  either  directly or  indirectly  or through or in
conjunction  with one or more members of his or his  spouse's  family or through
any trust or other  contractual  arrangement,  a greater  than five percent (5%)
interest  in,  or  otherwise   control  either   directly  or  indirectly,   any
partnership, corporation, or other entity which distributes, sells, or otherwise
trades in products  which are  competitive  to any  products  or services  being
developed,  distributed,  sold, or otherwise  traded in by the Company or any of
its subsidiaries, during the term of this Agreement, or being actively developed

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by the Company or any of its subsidiaries during the term of this Agreement with
the Company with a bona fide intent to market same.  Executive  further  agrees,
for such  two-year  period  following  termination,  to refrain from directly or
indirectly soliciting Company's vendors, customers or employees, except that the
Executive  may solicit the Company's  vendors or customers in connection  with a
business that does not compete with the Company or any of its subsidiaries.

     B. The Executive  hereby agrees that damages and any other remedy available
at law would be inadequate  to redress or remedy any loss or damage  suffered by
the Company  upon any breach of the terms of this  Section 15 by the  Executive,
and the Executive  therefore agrees that the Company,  in addition to recovering
on any claim for damages or obtaining  any other remedy  available at law,  also
may enforce the terms of this section 15 by injunction or specific  performance,
and may obtain any other appropriate remedy available in equity.

     16.  ASSIGNMENT OF PATENTS.  Executive  shall disclose fully to the Company
any and all discoveries and any and all ideas,  concepts or inventions  relating
to the  Company's  business as described  in the  Company's  most recent  Annual
Report on Form 10-K filed with the Securities and Exchange  Commission) which he
shall conceive or make during his period of employment,  or during the period of
six months after his employment shall  terminate,  which are in whole or in part
the result of his work with the Company.  Such disclosure is to be made promptly
after each such discovery or conception,  and each such discovery, idea, concept
or invention will become and remain the property of the Company,  whether or not
patent  applications  are filed thereon.  Upon request and at the expense of the
Company,  the Executive shall make application  through the patent solicitors of
the  Company  for  letters  patent of the  United  States  and any and all other
countries  at the  discretion  of the  Company  on such  discoveries,  ideas and
inventions, and to assign all such applications to the Company, or at its order,
forthwith,  without  additional  payment  by the  Company  during  his period of
employment  and for  reasonable  compensation  for  time  actually  spent by the
Executive at such work at the request of the Company  after the  termination  of
the employment.  Executive shall give the Company, its attorneys and solicitors,
all reasonable assistance in preparing and prosecuting such applications and, on
request  of the  Company,  execute  all  papers  and do all  things  that may be
reasonably  necessary  to protect the right of the Company and vest in it or its
assigns the  discoveries,  ideas or inventions,  applications and letters patent
herein contemplated.  Said cooperation shall also include all actions reasonably
necessary  to aid the  Company  in the  defense  of its  rights  in the event of
litigation.

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     17. TRADE SECRETS.

     A. In the course of the term of this Agreement,  it is anticipated that the
Executive shall have access to secret or  confidential  technical and commercial
information,  records, data, specifications,  systems, methods, plans, policies,
inventions,  material and other knowledge ("Confidential Material") owned by the
Company and its  subsidiaries.  The Executive  recognizes and acknowledges  that
included  within  the  Confidential  Material  are  the  Company's  confidential
commercial  information,  technology,  methods of manufacture,  designs, and any
computer  programs,  source codes,  object codes,  executable  codes and related
materials,  all as they may exist from time to time,  and that they are valuable
special and unique  aspects of the  Company's  business.  All such  Confidential
material shall be and remain the property of the Company.  Except as required by
his duties to the Company,  the  Executive  shall not,  directly or  indirectly,
either during the term of his employment or at any time thereafter,  disclose or
disseminate  to  anyone  or  make  use  of,  for  any  purpose  whatsoever,  any
Confidential Material.  Upon termination of his employment,  the Executive shall
promptly deliver to the Company all Confidential  Material (including all copies
thereof,  whether  prepared  by  the  Executive  or  others)  which  are  in the
possession or under the control of the  Executive.  The  Executive  shall not be
deemed to have breached this Section 17 if the Executive  shall be  specifically
compelled  by  lawful  order of any  judicial,  legislative,  or  administrative
authority  or body to disclose any  Confidential  Material or else face civil or
criminal penalty or sanction.

     B. The Executive  hereby agrees that damages and any other remedy available
at law would be inadequate  to redress or remedy any loss or damage  suffered by
the Company  upon any breach of the terms of this  Section 17 by the  Executive,
and the Executive  therefore agrees that the Company,  in addition to recovering
on any claim for damages or obtaining  any other remedy  available at law,  also
may enforce the terms of this Section 17 by injunction or specific  performance,
and may obtain any other appropriate remedy available in equity.

     18. PROVISIONS AFTER CHANGE OF CONTROL.

          (a) In the event Executive's employment with the Company is terminated
within one year following the occurrence of a Change of Control (other than as a
consequence  of death or  Disability)  either (x) by the  Company for any reason
other than for Cause, or (y) by Executive for Good Reason,  then Executive shall
be  entitled  to receive  from the  Company,  in lieu of the  severance  payment
otherwise payable pursuant to Section 9(a), the following:

               (i) an amount equal to three years of Executive's  base salary in
effect on the Termination Date;

               (ii) the  maximum  amount  of the  Incentive  Compensation  which
Executive could earn for the fiscal year in which the  Termination  Date occurs;
and

               (iii)  full  vesting  of the  Section  4(b)(1)  Options  and  the
Performance Options.

The Company shall make the termination  payments  required  hereunder within ten
(10) days of the Termination Date.

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          (b) For purposes of this Agreement, the term "Change of Control" shall
mean:

               (i)  The  acquisition,  other  than  from  the  Company,  by  any
individual,  entity or group (within the meaning of Rule 13d-3 promulgated under
the Exchange Act or any successor  provision) (any of the foregoing described in
this  Section 18 (b)(i)  hereafter a "Person")  of 35% or more of either (a) the
then  outstanding  shares of  Capital  Stock of the  Company  (the  "Outstanding
Capital Stock") or (b) the combined voting power of the then outstanding  voting
securities  of the  Company  entitled  to  vote  generally  in the  election  of
directors (the "Voting Securities"),  provided, however, that any acquisition by
(x) the Company or any of its  subsidiaries,  or any  employee  benefit plan (or
related trust) sponsored or maintained by the Company or any of its subsidiaries
or (y) any  Person  that is  eligible,  pursuant  to Rule  13d-1  (b)  under the
Exchange Act, to file a statement on Schedule 13G with respect to its beneficial
ownership  of Voting  Securities,  whether or not such Person shall have filed a
statement  on Schedule  13G,  unless such Person shall have filed a statement on
Schedule 13D with respect to  beneficial  ownership of 35% or more of the Voting
Securities  or (z)  any  corporation  with  respect  to  which,  following  such
acquisition,  more than 60% respectively,  the then outstanding shares of common
stock of such  corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the election
of directors  is then  beneficially  owned,  directly or  indirectly,  by all or
substantially  all of the  individuals  and  entities  who were  the  beneficial
owners,  respectively,  of the Outstanding  Capital Stock and Voting  Securities
immediately  prior to such acquisition in  substantially  the same proportion as
their  ownership,  immediately  prior to such  acquisition,  of the  Outstanding
Capital Stock and Voting Securities,  as the case may be, shall not constitute a
Change of Control; or

               (ii)  Individuals  who, as of the Effective Date,  constitute the
Board (the  "Incumbent  Board")  cease for any reason to  constitute  at least a
majority  of the  Board,  provided  that  any  individual  becoming  a  director
subsequent to the date hereof whose  election or nomination  for election by the
Company's  shareholders,  was  approved  by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual  were a  member  of the  Incumbent  Board,  but  excluding,  for this
purpose, any such individual whose initial assumption of office is in connection
with an actual or threatened  election  contest  relating to the election of the
Directors  of the Company  (as such terms are used in Rule 14a-11 of  Regulation
14A, or any successor section, promulgated under the Exchange Act); or

               (iii)  Approval  by  the   shareholders   of  the  Company  of  a
reorganization,  merger or  consolidation  (a "Business  Combination"),  in each
case, with respect to which all or substantially  all holders of the Outstanding
Capital  Stock  and  Voting  Securities   immediately  prior  to  such  Business
Combination  do not,  following  such Business  Combination,  beneficially  own,
directly or indirectly,  more than 60% of,  respectively,  the then  outstanding
shares of common  stock and the combined  voting  power of the then  outstanding
voting  securities  entitled to vote generally in the election of directors,  as
the case may be, of the corporation resulting from the Business Combination; or

               (iv) (a) a complete  liquidation or dissolution of the Company or
(b) a sale or other disposition of all or substantially all of the assets of the
Company other than to a corporation  with respect to which,  following such sale
or disposition,  more than 60% of respectively,  the then outstanding  shares of

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common  stock  and the  combined  voting  power of the then  outstanding  voting
securities entitled to vote generally in the election of directors is then owned
beneficially,  directly  or  indirectly,  by  all  or  substantially  all of the
individuals and entities who were the beneficial  owners,  respectively,  of the
Outstanding  Capital Stock and Voting Securities  immediately prior to such sale
or disposition in  substantially  the same  proportion as their ownership of the
Outstanding Capital Stock and Voting Securities, as the case may be, immediately
prior to such sale or disposition.

               (v) The first purchase under a tender offer or exchange offer for
20% or more of the outstanding  shares of stock (or securities  convertible into
stock)  of the  Company,  other  than  an  offer  by the  Company  or any of its
subsidiaries or any employee benefit plan sponsored by the Company or any of its
subsidiaries.

     19.  NOTICES.  Any notice  required  or  permitted  to be given  under this
Agreement  shall  be  sufficient  if in  writing  and if sent by  registered  or
certified  mail,  return  receipt  requested to his residence in the case of the
Executive,  or to its  principal  office in the case of the Company,  or to such
other addresses as they may respectively designate in writing.

     20.  ENTIRE  AGREEMENT;   WAIVER.   This  Agreement   contains  the  entire
understanding  of the  parties  and may not be  changed  orally  but  only by an
agreement  in  writing,  signed by the party  against  whom  enforcement  of any
waiver,  change,  modification  or discharge is sought.  Waiver of or failure to
exercise  any rights  provided by this  Agreement  in any  respect  shall not be
deemed a waiver of any further or future rights.

     21.  BINDING  EFFECT;  ASSIGNMENT.  The  rights  and  obligations  of  this
Agreement shall bind and inure to the benefit of any successor of the Company by
reorganization, merger or consolidation, or any assignee of all or substantially
all of the Company's  business or properties.  The Executive's  rights hereunder
are personal to and shall not be transferable nor assignable by the Executive.

     22.  HEADINGS.  The headings  contained in this Agreement are for reference
purposes  only and  shall not  affect  the  meaning  or  interpretation  of this
Agreement.

     23.  GOVERNING  LAW;  ARBITRATION.  This  Agreement  shall be  construed in
accordance  with and governed for all purposes by the laws and public  policy of
the State of Arizona applicable to contracts executed and to be wholly performed
within such state. Any dispute or controversy arising out of or relating to this
Agreement  shall be settled by arbitration  in accordance  with the rules of the
American  Arbitration  Association and judgment upon the award may be entered in
any  court  having  jurisdiction  thereover.  The  arbitration  shall be held in
Maricopa County or in such other place as the parties hereto may agree.

     24. FURTHER ASSURANCES. Each of the parties agrees to execute, acknowledge,
deliver and  perform,  and cause to be  executed,  acknowledged,  delivered  and
performed,  at any time and from time to time,  all such  further  acts,  deeds,
assignments, transfers, conveyances, powers of attorney and/or assurances as may
be necessary or proper to carry out the provisions or intent of this Agreement.

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     25.  SEVERABILITY.  The parties agree that if any one or more of the terms,
provisions, covenants or restrictions of this Agreement shall be determined by a
court of  competent  jurisdiction  to be  invalid,  void or  unenforceable,  the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected,  impaired
or invalidated.

     26. COUNTERPARTS.  This Agreement may be executed in several  counterparts,
each of which shall be deemed to be an original,  but all of which together will
constitute one and the same Agreement.

     IN WITNESS  WHEREOF,  AMTECH  SYSTEMS,  INC. has caused by instrument to be
signed by a duly authorized  officer and the Executive has hereunto set his hand
the day and year first above written.


AMTECH SYSTEMS, INC.


By /s/ Robert T. Hass                          /s/ Jong. S. Whang
   --------------------------------            ---------------------------------
   Robert T. Hass                              Jong S. Whang
   Vice President-Finance

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