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VOTING AGREEMENT
	**This Voting Agreement**isentered into as of January 12, 2000, by and between **Applied Materials,Inc.**, a Delaware corporation ("Parent"), and ___________("Stockholder").**Recitals
Parent, Boston Acquisition Sub, Inc., a Nevadacorporation and a wholly owned subsidiary of Parent ("Merger Sub"),and Etec Systems, Inc., a Nevada corporation (the "Company"), areentering into an Agreement and Plan of Reorganization of even date herewith (the"Reorganization Agreement"), which provides (subject to the conditionsset forth therein) for the merger of Merger Sub into the Company (the"Merger").

In order to induce Parent and Merger Sub to enter intothe Reorganization Agreement, Stockholder is entering into this VotingAgreement.
**Agreement
	The parties to this Voting Agreement, intendingto be legally bound, agree as follows:**Section  1.	Certain Definitions
		For purposes of this Voting Agreement:
		**(a)	"*Company CommonStock*"** shall mean the common stock, par value $0.01 per share,of the Company.
		**(b)	"*ExpirationDate*"** shall mean the earlier of (i) the date upon which theReorganization Agreement is validly terminated, or (ii) the date upon which theMerger becomes effective.
		**(c)**	Stockholder shall be deemedto "***Own*" or to have acquired"***Ownership*" of a security if Stockholder: (i)is the record owner of such security; or (ii) is the "beneficialowner" (within the meaning of Rule 13d-3 under the Securities Exchange Actof 1934) of such security.
		**(d)	"*Person*"shall mean any (i) individual, (ii) corporation, limited liability company,partnership or other entity, or (iii) governmental authority.
		**(e)	"*SubjectSecurities*"** shall mean: (i) all securities of the Company(including all shares of Company Common Stock and all options, warrants andother rights to acquire shares of Company Common Stock) Owned by Stockholder asof the date of this Voting Agreement; and (ii) all additional securities of theCompany (including all additional shares of Company Common Stock and alladditional options, warrants and other rights to acquire shares of CompanyCommon Stock) of which Stockholder acquires Ownership during the period from thedate of this Voting Agreement through the Expiration Date.

		**(f)**	A Person shall be deemed tohave a effected a "***Transfer*" of a security ifsuch Person directly or indirectly: (i) sells, pledges, encumbers, grants anoption with respect to, transfers or disposes of such security or any interestin such security; or (ii) enters into an agreement or commitment contemplatingthe possible sale of, pledge of, encumbrance of, grant of an option with respectto, transfer of or disposition of such security or any interest therein.**Section 2.	Transfer Of Subject Securities
	2.1	Transferee of Subject Securities to be Bound bythis Agreement.  Stockholder agrees that, during the period from thedate of this Voting Agreement through the Expiration Date, Stockholder shall notcause or permit any Transfer of any of the Subject Securities to be effectedunless each Person to which any of such Subject Securities, or any interest inany of such Subject Securities, is or may be transferred shall have: (a)executed a counterpart of this Voting Agreement and a proxy in the form attachedhereto as Exhibit A (with such modifications as Parent may reasonably request);and (b) agreed to hold such Subject Securities (or interest in such SubjectSecurities) subject to all of the terms and provisions of this Voting Agreement.
	**2.2	Transfer of Voting Rights**.Stockholder agrees that, during the period from the date of this VotingAgreement through the Expiration Date, Stockholder shall ensure that: (a) noneof the Subject Securities is deposited into a voting trust; and (b) no proxy isgranted, and no voting agreement or similar agreement is entered into, withrespect to any of the Subject Securities.**Section 3.	Voting Of Shares
	**3.1	Voting Agreement**.Stockholder agrees that, during the period from the date of this VotingAgreement through the Expiration Date:**(a)	at any meeting of stockholders of theCompany, however called, Stockholder shall (unless otherwise directed in writingby Parent) cause all outstanding shares of Company Common Stock that are Ownedby Stockholder (and with respect to which Stockholder has voting power) as ofthe record date fixed for such meeting to be voted in favor of the approval andadoption of the Reorganization Agreement and the approval of the Merger, and infavor of each of the other actions contemplated by the Reorganization Agreement;and**(b)	in the event written consents aresolicited or otherwise sought from stockholders of the Company with respect tothe approval or adoption of the Reorganization Agreement, with respect to theapproval of the Merger or with respect to any of the other actions contemplatedby the Reorganization Agreement, Stockholder shall (unless otherwise directed inwriting by Parent) cause to be executed, with respect to all outstanding sharesof Company Common Stock that are Owned by Stockholder (and with respect to whichStockholder has voting power) as of the record date fixed for the consent to theproposed action, a written consent or written consents to such proposedaction.**	3.2	Proxy; Further Assurances.
		**(a)**	Contemporaneouslywith the execution of this Voting Agreement: (i) Stockholder shall deliver toParent a proxy in the form attached to this Voting Agreement as Exhibit A, whichshall be irrevocable to the fullest extent permitted by law, with respect to theshares referred to therein (the "Proxy"); and (ii) Stockholder shallcause to be delivered to Parent an additional proxy (in the form attached heretoas Exhibit A) executed on behalf of the record owner of any outstanding sharesof Company Common Stock that are owned beneficially (within the meaning of Rule13d-3 under the Securities Exchange Act of 1934), but not of record, byStockholder.
		**(b)**	Stockholder shall, at his orher own expense, perform such further acts and execute such further documentsand instruments as may reasonably be required to vest in Parent the power tocarry out and give effect to the provisions of this Voting Agreement.**Section 4.	Waiver Of Appraisal Rights
	Stockholder hereby irrevocably andunconditionally waives, and agrees to cause to be waived and to prevent theexercise of, any rights of appraisal, any dissenters' rights and any similarrights relating to the Merger or any related transaction that Stockholder or anyother Person may have by virtue of the ownership of any outstanding shares ofCompany Common Stock Owned by Stockholder.**Section 5.	No Solicitation
	Stockholder agrees to abide by the terms ofSection 4.3 of the Reorganization Agreement as if Stockholder was a party to theReorganization Agreement.**Section 6.	Representations And Warranties OfStockholder
	Stockholder hereby represents and warrants toParent as follows:
	**6.1	Authorization.**Stockholder hasthe absolute and unrestricted right, power, authority and capacity to executeand deliver this Voting Agreement and the Proxy and to perform his or herobligations hereunder and thereunder.  This Voting Agreement and the Proxy havebeen duly executed and delivered by Stockholder and constitute legal, valid andbinding obligations of Stockholder, subject to (i) laws of general applicationrelating to bankruptcy, insolvency and the relief of debtors, and (ii) rules oflaw governing specific performance, injunctive relief and other equitableremedies.**	6.2	No Conflicts or Consents
		**(a)**	The execution anddelivery of this Voting Agreement and the Proxy by Stockholder do not, and theperformance of this Voting Agreement and the Proxy by Stockholder will not: (i)conflict with or violate any law, rule, regulation, order, decree or judgmentknown to Stockholder to be applicable to Stockholder; or (ii) result in orconstitute (with or without notice or lapse of time) any breach of or defaultunder, or give to any other Person (with or without notice or lapse of time) anyright of termination, amendment, acceleration or cancellation of, or result(with or without notice or lapse of time) in the creation of any encumbrance orrestriction on any of the Subject Securities pursuant to, any contract to whichStockholder is a party.
		**(b)**	To Stockholder's knowledge,the execution and delivery of this Voting Agreement and the Proxy by Stockholderdo not, and the performance of this Voting Agreement and the Proxy byStockholder will not, require any consent or approval of any Person.
	**6.3	Title to Securities**.  As of thedate of this Voting Agreement:  (a) Stockholder holds of record (free and clearof any encumbrances or restrictions) the number of outstanding shares of CompanyCommon Stock set forth under the heading "Shares Held of Record" onthe signature page hereof; (b) Stockholder holds (free and clear of anyencumbrances or restrictions) the options, warrants and other rights to acquireshares of Company Common Stock set forth under the heading "Options andOther Rights" on the signature page hereof; (c) Stockholder Owns theadditional securities of the Company set forth under the heading"Additional Securities Beneficially Owned" on the signature pagehereof; and (d) Stockholder does not directly or indirectly Own any shares ofcapital stock or other securities of the Company, or any option, warrant orother right to acquire (by purchase, conversion or otherwise) any shares ofcapital stock or other securities of the Company, other than the shares andoptions, warrants and other rights set forth on the signature page hereof.
	**6.4	Accuracy of Representations**.  Therepresentations and warranties contained in this Voting Agreement are accuratein all respects as of the date of this Voting Agreement, and Stockholder willnot take any action that he or she believes will cause the representations andwarranties to not be accurate in all respects at all times through theExpiration Date.**Section 7.	Additional Covenants Of Stockholder
	**7.1	Further Assurances**.From time to time and without additional consideration, Stockholder shall (atStockholder's sole expense) execute and deliver, or cause to be executed anddelivered, such additional transfers, assignments, endorsements, proxies,consents and other instruments, and shall (at Stockholder's sole expense) takesuch further actions, as Parent may reasonably request for the purpose ofcarrying out and furthering the intent of this Voting Agreement.**	7.2	Legend.  Immediately after theexecution of this Voting Agreement (and from time to time upon the acquisitionby Stockholder of Ownership of any shares of Company Common Stock prior to theExpiration Date), Stockholder shall ensure that each certificate evidencing anyoutstanding shares of Company Common Stock or other securities of the CompanyOwned by Stockholder bears a legend in the following form:
THE SECURITY OR SECURITIES REPRESENTED BY THIS CERTIFICATEMAY NOT BE SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT INCOMPLIANCE WITH THE TERMS AND PROVISIONS OF THE VOTING AGREEMENT DATED AS OFJANUARY 12, 2000, BETWEEN APPLIED MATERIALS, INC. AND ______________, AS IT MAYBE AMENDED, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OFAPPLIED MATERIALS, INC.**Section 8.	Miscellaneous
	8.1	Indemnification.  Stockholder shall holdharmless and indemnify Parent and Parent's affiliates from and against, andshall compensate and reimburse Parent and Parent's affiliates for, any loss,damage, claim, liability, fee (including attorneys' fees), demand, cost orexpense (regardless of whether or not such loss, damage, claim, liability, fee,demand, cost or expense relates to a third-party claim) that is directly orindirectly suffered or incurred by Parent or any of Parent's affiliates, or towhich Parent or any of Parent's affiliates otherwise becomes subject, and thatarises directly or indirectly from, or relates directly or indirectly to, (a)any inaccuracy in or breach of any representation or warranty contained in thisVoting Agreement, or (b) any failure on the part of Stockholder to observe,perform or abide by, or any other breach of, any restriction, covenant,obligation or other provision contained in this Voting Agreement or in theProxy.
	**8.2	Expenses**.  All costs and expensesincurred in connection with the transactions contemplated by this VotingAgreement shall be paid by the party incurring such costs and expenses.
	**8.3	Notices**.  Any notice or othercommunication required or permitted to be delivered to any party under thisVoting Agreement shall be in writing and shall be deemed properly delivered,given and received (a) when delivered by hand or by courier or express deliveryservice or by facsimile, or (b) two business days after sent by registered mailto the address or facsimile telephone number set forth beneath the name of suchparty below (or to such other address or facsimile telephone number as suchparty shall have specified in a written notice given to the other partieshereto):
    if to Stockholder:
    at the address set forth below Stockholder's signature on thesignature page hereof
    if to Parent:
    Applied Materials, Inc.
    3050 Bowers
    Santa Clara, CA  95054
    Attention:  Joseph J. Sweeney
    Mail Stop: 2061
    Facsimile:  (408) 563-4635
    and
    Attention:  Alexander Meyer
    Mail Stop: 1954
    Facsimile:  (408) 986-7260
	**8.4	Severability**.  If any provisionof this Voting Agreement or any part of any such provision is held under anycircumstances to be invalid or unenforceable in any jurisdiction, then (a) suchprovision or part thereof shall, with respect to such circumstances and in suchjurisdiction, be deemed amended to conform to applicable laws so as to be validand enforceable to the fullest possible extent, (b) the invalidity orunenforceability of such provision or part thereof under such circumstances andin such jurisdiction shall not affect the validity or enforceability of suchprovision or part thereof under any other circumstances or in any otherjurisdiction, and (c) the invalidity or unenforceability of such provision orpart thereof shall not affect the validity or enforceability of the remainder ofsuch provision or the validity or enforceability of any other provision of thisVoting Agreement.  Each provision of this Voting Agreement is separable fromevery other provision of this Voting Agreement, and each part of each provisionof this Voting Agreement is separable from every other part of such provision.
	**8.5	Entire Agreement**.  This VotingAgreement, the Proxy and any other documents delivered by the parties inconnection herewith constitute the entire agreement between the parties withrespect to the subject matter hereof and thereof and supersede all prioragreements and understandings between the parties with respect thereto.  Noaddition to or modification of any provision of this Voting Agreement shall bebinding upon either party unless made in writing and signed by both parties.**	8.6	Assignment; Binding Effect.Except as provided herein, neither this Voting Agreement nor any of theinterests or obligations hereunder may be assigned or delegated by Stockholderand any attempted or purported assignment or delegation of any of such interestsor obligations shall be void.  Subject to the preceding sentence, this VotingAgreement shall be binding upon Stockholder and his or her heirs, estate,executors, personal representatives, successors and assigns, and shall inure tothe benefit of Parent and its successors and assigns.  Without limiting any ofthe restrictions set forth in Section 2 or elsewhere in this Voting Agreement,this Voting Agreement shall be binding upon any Person to whom any SubjectSecurities are transferred.  Nothing in this Voting Agreement is intended toconfer on any Person (other than Parent and its successors and assigns) anyrights or remedies of any nature.**8.7	Specific Performance.  The partiesagree that irreparable damage would occur in the event that any of theprovisions of this Voting Agreement or the Proxy was not performed in accordancewith its specific terms or was otherwise breached.  Stockholder agrees that, inthe event of any breach or threatened breach by Stockholder of any covenant orobligation contained in this Voting Agreement or in the Proxy, Parent shall beentitled (in addition to any other remedy that may be available to it, includingmonetary damages) to seek and obtain (a) a decree or order of specificperformance to enforce the observance and performance of such covenant orobligation, and (b) an injunction restraining such breach or threatened breach.Stockholder further agrees that neither Parent nor any other Person shall berequired to obtain, furnish or post any bond or similar instrument in connectionwith or as a condition to obtaining any remedy referred to in this Section 8.7,and Stockholder irrevocably waives any right he or she may have to require theobtaining, furnishing or posting of any such bond or similar instrument.**	8.8	Non-Exclusivity.  The rights andremedies of Parent under this Voting Agreement are not exclusive of or limitedby any other rights or remedies that it may have, whether at law, in equity, bycontract or otherwise, all of which shall be cumulative (and not alternative).Without limiting the generality of the foregoing, the rights and remedies ofParent under this Voting Agreement, and the obligations and liabilities ofStockholder under this Voting Agreement, are in addition to their respectiverights, remedies, obligations and liabilities under common law requirements andunder all applicable statutes, rules and regulations.  Nothing in this VotingAgreement shall limit any of Stockholder's obligations, or the rights orremedies of Parent, under any Affiliate Agreement between Parent andStockholder; and nothing in any such Affiliate Agreement shall limit any ofStockholder's obligations, or any of the rights or remedies of Parent, underthis Voting Agreement.
	**8.9	Governing Law; Venue**.
		**(a)**	This Voting Agreement and theProxy shall be construed in accordance with, and governed in all respects by,the laws of the State of Delaware (without giving effect to principles ofconflicts of laws).**		(b)	Any legal action or otherlegal proceeding relating to this Voting Agreement or the Proxy or theenforcement of any provision of this Voting Agreement or the Proxy may bebrought or otherwise commenced in any state or federal court located in theCounty of Santa Clara, California.  Stockholder:
(i)	expressly and irrevocably consents and submits to thejurisdiction of each state and federal court located in the County of SantaClara, California (and each appellate court located in the State of California),in connection with any such legal proceeding;
(ii)	agrees that service of any process, summons, noticeor document by U.S. mail addressed to him or her at the address set forth inSection 8.3 shall constitute effective service of such process, summons, noticeor document for purposes of any such legal proceeding;
(iii)	agrees that each state and federal court located inthe County of Santa Clara, California, shall be deemed to be a convenient forum;and
(iv)	agrees not to assert (by way of motion, as a defenseor otherwise), in any such legal proceeding commenced in any state or federalcourt located in the County of Santa Clara, California, any claim thatStockholder is not subject personally to the jurisdiction of such court, thatsuch legal proceeding has been brought in an inconvenient forum, that the venueof such proceeding is improper or that this Voting Agreement or the subjectmatter of this Voting Agreement may not be enforced in or by such court.
Nothing contained in this Section 8.9 shall be deemed tolimit or otherwise affect the right of Parent to commence any legal proceedingor otherwise proceed against Stockholder in any other forum or jurisdiction.
		**(c)**	STOCKHOLDER IRREVOCABLYWAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDINGRELATING TO THIS VOTING AGREEMENT OR THE PROXY OR THE ENFORCEMENT OF ANYPROVISION OF THIS VOTING AGREEMENT OR THE PROXY.**	8.10	Counterparts.  This VotingAgreement may be executed by the parties in separate counterparts, each of whichwhen so executed and delivered shall be an original, but all such counterpartsshall together constitute one and the same instrument.**	8.11	Captions.  The captionscontained in this Voting Agreement are for convenience of reference only, shallnot be deemed to be a part of this Voting Agreement and shall not be referred toin connection with the construction or interpretation of this Voting Agreement.**	8.12	Attorneys' Fees.  If any legalaction or other legal proceeding relating to this Voting Agreement or theenforcement of any provision of this Voting Agreement is brought againstStockholder, the prevailing party shall be entitled to recover reasonableattorneys' fees, costs and disbursements (in addition to any other relief towhich the prevailing party may be entitled).
	**8.13	Waiver**.  No failure on the partof Parent to exercise any power, right, privilege or remedy under this VotingAgreement, and no delay on the part of Parent in exercising any power, right,privilege or remedy under this Voting Agreement, shall operate as a waiver ofsuch power, right, privilege or remedy; and no single or partial exercise of anysuch power, right, privilege or remedy shall preclude any other or furtherexercise thereof or of any other power, right, privilege or remedy.  Parentshall not be deemed to have waived any claim available to Parent arising out ofthis Voting Agreement, or any power, right, privilege or remedy of Parent underthis Voting Agreement, unless the waiver of such claim, power, right, privilegeor remedy is expressly set forth in a written instrument duly executed anddelivered on behalf of Parent; and any such waiver shall not be applicable orhave any effect except in the specific instance in which it is given.**	8.14	Construction.
		**(a)**	For purposes of thisVoting Agreement, whenever the context requires: the singular number shallinclude the plural, and vice versa; the masculine gender shall include thefeminine and neuter genders; the feminine gender shall include the masculine andneuter genders; and the neuter gender shall include masculine and femininegenders.
		**(b)**	As used in this VotingAgreement, the words "include" and "including," andvariations thereof, shall not be deemed to be terms of limitation, but rathershall be deemed to be followed by the words "without limitation."
		**(c)**	Except as otherwiseindicated, all references in this Voting Agreement to "Sections" and"Exhibits" are intended to refer to Sections of this Voting Agreementand Exhibits to this Voting Agreement.**8.15	Stockholder Only.  Stockholder isentering into this Voting Agreement only in his or her capacity as a stockholderand not in his or her capacity as an officer or director of the Company.Stockholder shall not be required to exercise any options or warrants held byStockholder.
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	**In Witness Whereof,**Parent andStockholder have caused this Voting Agreement to be executed as of the datefirst written above.
**Applied Materials, Inc.**
By:_________________________________
[Stockholder]
_____________________________________
Name:
Address:_____________________________
_____________________________________
Facsimile:____________________________
Shares Held of Record  Options and OtherRights   Additional Securities Beneficially Owned**Exhibit A
Form Of Irrevocable Proxy
	The undersigned stockholder of Etec Systems,Inc.,a Nevada corporation (the "Company"), hereby irrevocably (to thefullest extent permitted by law) appoints and constitutes Nancy H. Handel,Alexander Meyer and Applied Materials, Inc., a Delaware corporation("Parent"), and each of them, the attorneys and proxies of theundersigned with full power of substitution and resubstitution, to the fullextent of the undersigned's rights with respect to (i) the outstanding shares ofcapital stock of the Company owned of record by the undersigned as of the dateof this proxy, which shares are specified on the final page of this proxy, and(ii) any and all other shares of capital stock of the Company that theundersigned may acquire on or after the date hereof.  (The shares of the capitalstock of the Company referred to in clauses "(i)" and "(ii)"of the immediately preceding sentence are collectively referred to as the"Shares.")  Upon the execution hereof, all prior proxies given by theundersigned with respect to any of the Shares are hereby revoked, and theundersigned agrees that no subsequent proxies will be given with respect to anyof the Shares.
	This proxy is irrevocable, is coupled with an interestand is granted in connection with the Voting Agreement, dated as of the datehereof, between Parent and the undersigned (the "Voting Agreement"),and is granted in consideration of Parent entering into the Agreement and Planof Reorganization, dated as of the date hereof, among Parent, Boston AcquisitionSub, Inc. and the Company (the "Reorganization Agreement").
	The attorneys and proxies named above will be empowered,and may exercise this proxy, to vote the Shares at any time until the earlier tooccur of the valid termination of the Reorganization Agreement or the effectivetime of the merger contemplated thereby (the "Merger") at any meetingof the stockholders of the Company, however called, or in connection with anysolicitation of written consents from stockholders of the Company, in favor ofthe approval and adoption of the Reorganization Agreement and the approval ofthe Merger, and in favor of each of the other actions contemplated by theReorganization Agreement.
	The undersigned may vote the Shares on all othermatters.	
	This proxy shall be binding upon the heirs, estate,executors, personal representatives, successors and assigns of the undersigned(including any transferee of any of the Shares).
	If any provision of this proxy or any part of any suchprovision is held under any circumstances to be invalid or unenforceable in anyjurisdiction, then (a) such provision or part thereof shall, with respect tosuch circumstances and in such jurisdiction, be deemed amended to conform toapplicable laws so as to be valid and enforceable to the fullest possibleextent, (b) the invalidity or unenforceability of such provision or part thereofunder such circumstances and in such jurisdiction shall not affect the validityor enforceability of such provision or part thereof under any othercircumstances or in any other jurisdiction, and (c) the invalidity orunenforceability of such provision or part thereof shall not affect the validityor enforceability of the remainder of such provision or the validity orenforceability of any other provision of this proxy.  Each provision of thisproxy is separable from every other provision of this proxy, and each part ofeach provision of this proxy is separable from every other part of suchprovision.
	This proxy shall terminate upon the earlier of the validtermination of the Reorganization Agreement or the effective time of the Merger.
	This proxy shall have no effect on, and does not grantany rights to Parent with respect to, the undersigned's authority to vote onmatters as a director, either at a meeting of the Board of Directors of theCompany or pursuant to a unanimous written consent of the Board of Directors ofthe Company.
Dated:  January __, 2000.
____________________________________
Name
Number of shares of common stock of the Company owned of record as of thedate of this proxy:
____________________________________**************************************************************

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