<PAGE>   1
                                     WARRANT

THE WARRANT EVIDENCED OR CONSTITUTED HEREBY AND THE SHARES OF COMMON STOCK
ISSUABLE HEREUNDER HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), AND MAY NOT BE SOLD, OFFERED FOR
SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT
UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE EFFECT
THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii)
THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE
COMMISSION RULE 144.

                WARRANT TO PURCHASE 60,000 SHARES OF COMMON STOCK
                                       OF
                       INTEGRATED PROCESS EQUIPMENT CORP.

                             (Subject to Adjustment)

NO. IC-1

THIS CERTIFIES THAT, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Intel Corporation, a Delaware
corporation ("Intel"), or its permitted registered assigns ("Holder"), is
entitled, subject to the terms and conditions of this Warrant, at any time after
October 4, 1996 (the "Effective Date"), and before 5:00 p.m. Pacific Time on
October 4, 1999 (the "Expiration Date"), to purchase from Integrated Process
Equipment Corp., a Delaware corporation (the "Company"), Sixty Thousand (60,000)
fully paid and nonassessable shares of the Common Stock of the Company, $0.01
par value per share (the "Warrant Stock"), at the Exercise Price (as defined in
Section 1.5 below). Both the number of shares of Warrant Stock purchasable under
this Warrant and the Exercise Price are subject to adjustment as provided
herein. This Warrant is issued pursuant to that certain Warrant Purchase
Agreement between the Company and Intel Corporation of even date herewith (the
"Purchase Agreement"). This Warrant shall terminate on the Expiration Date. In
certain circumstances described in Section 4.4 of the Purchase Agreement, the
Expiration Date may be extended.

1.    CERTAIN DEFINITIONS.  As used in this Warrant:

      1.1. The term "Warrant Stock" shall mean the Common Stock, $0.01 par value
per share, of the Company, and any other securities and property at any time
receivable or issuable upon exercise of this Warrant, unless the context
otherwise requires.

      1.2. The term "Warrant" as used herein, shall include this Warrant and any
warrant delivered in substitution or exchange therefor as provided herein.

      1.3. The term "Registered Holder" shall mean any Holder in whose name this
Warrant is registered upon the books and records maintained by the Company.
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      1.4. The term "Fair Market Value" of a share of Warrant Stock as of a
particular date (the "Determination Date") shall mean:

            (a) If traded on a securities exchange or the Nasdaq National
Market, the Fair Market Value shall be deemed to be the average of the closing
prices of the Common Stock of the Company on such exchange over the 5 business
days ending two (2) days prior to the Determination Date;

            (b) If actively traded over-the-counter, the Fair Market Value shall
be deemed to be the average of the closing bid prices over the 30-day period
ending three (3) days prior to the Determination Date; and

            (c) If there is no active public market, the Fair Market Value shall
be the value thereof, as determined in good faith by the Board of Directors of
the Company.

      1.5. The term "Exercise Price" shall mean $14.6625 per share, subject to
adjustment as provided herein.

2.    EXERCISE OF WARRANT

      2.1.  Payment.

            Subject to compliance with the terms and conditions of this Warrant
and applicable securities laws, this Warrant may be exercised, in whole or in
part at any time on or before the Expiration Date, by surrendering this Warrant
at the principal office of the Company together with:

            (a) the form of Notice of Exercise attached hereto as Exhibit 1 (the
"Notice of Exercise") duly executed by the Holder, and

            (b) payment, (i) in cash (by check) or by wire transfer, (ii) by
cancellation by the Holder of indebtedness of the Company to the Holder, or
(iii) by any combination of (i) or (ii), of an amount equal to the product
obtained by multiplying the number of shares of Warrant Stock being purchased
upon such exercise by the then effective Exercise Price (the "Exercise Amount").

      2.2.  Net Issue Exercise

            In lieu of the payment methods set forth in Section 2.1(b) above,
the Holder may elect to exchange the Warrant for shares of Warrant Stock equal
to the value of the amount of the Warrant being exchanged on the date of
exchange. If Holder elects to exchange this Warrant as provided in this Section 
2.2, Holder shall tender to the Company the Warrant for the amount being
exchanged, along with written notice of Holder's election to exchange up to the
full amount of the Warrant, and the Company shall issue to Holder the number of
shares of the Company's Warrant Stock computed using the following formula:


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            X = Y (A-B)
                -------
                  A

            Where X = the number of shares of Warrant Stock to be issued to
            Holder;

            Y = the number of shares of Warrant Stock purchasable under the
                amount of the Warrant being exchanged (as adjusted to the date
                of such calculation);

            A = the Fair Market Value of one share of the Company's Common
                Stock; and

            B = Exercise Price (as adjusted to the date of such calculation).

            All references herein to an "exercise" of the Warrant shall include
an exchange pursuant to this Section 2.2.

      2.3.  Partial Exercise; Effective Date of Exercise.

            In case of any partial exercise of this Warrant, the Company shall
cancel this Warrant upon surrender hereof and shall execute and deliver a new
Warrant of like tenor and date for the balance of the shares of Warrant Stock
purchasable hereunder. This Warrant shall be deemed to have been exercised
immediately prior to the close of business on the date of its surrender for
exercise as provided above. The person entitled to receive the shares of Warrant
Stock issuable upon exercise of this Warrant shall be treated for all purposes
as the holder of record of such shares as of the close of business on the date
the Holder is deemed to have exercised this Warrant.

      2.4.  Stock Certificates; Fractional Shares.

            As soon as practicable on or after such date, the Company shall
issue and deliver to the person or persons entitled to receive the same a
certificate or certificates for the number of whole shares of Warrant Stock
issuable upon such exercise, together with cash in lieu of any fraction of a
share equal to such fraction of the Fair Market Value of one whole share of
Warrant Stock as of the date of exercise of this Warrant. No fractional shares
or scrip representing fractional shares shall be issued upon an exercise of this
Warrant, and any fractional shares shall be rounded to the nearest whole share.

3.    VALID ISSUANCE;  TAXES.

      All shares of Warrant Stock issued upon the exercise of this Warrant shall
be validly issued, fully paid and non-assessable, and the Company shall pay all
taxes and other governmental charges that may be imposed in respect of the issue
or delivery thereof. The Company shall not be required to pay any tax or other
charge imposed in connection with any transfer involved in the issuance of any
certificate for shares of Warrant Stock in any name other than that of the
Registered Holder of this Warrant, and in such case the Company shall not be
required to issue or deliver any stock certificate or security until such tax or
other charge has been paid, or it has been established to the Company's
reasonable satisfaction that no tax or other charge is due.


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4.    ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.

      The number of shares of Warrant Stock issuable upon exercise of this
Warrant (or any shares of stock or other securities or property receivable or
issuable upon exercise of this Warrant) and the Exercise Price are subject to
adjustment upon occurrence of the following events:

      4.1. Adjustment for Stock Splits, Stock Subdivisions or Combinations of
Shares.

            The Exercise Price of this Warrant shall be proportionally decreased
and the number of shares of Warrant Stock issuable upon exercise of this Warrant
(or any shares of stock or other securities at the time issuable upon exercise
of this Warrant) shall be proportionally increased to reflect any stock split or
subdivision of the Company's Common Stock. The Exercise Price of this Warrant
shall be proportionally increased and the number of shares of Warrant Stock
issuable upon exercise of this Warrant (or any shares of stock or other
securities at the time issuable upon exercise of this Warrant) shall be
proportionally decreased to reflect any combination of the Company's Common
Stock.

      4.2. Adjustment for Dividends or Distributions of Stock or Other
Securities or Property.

            In case the Company shall make or issue, or shall fix a record date
for the determination of eligible holders entitled to receive, a dividend or
other distribution with respect to the Warrant Stock (or any shares of stock or
other securities at the time issuable upon exercise of the Warrant) payable in
(i) securities of the Company or (ii) assets (excluding cash dividends paid or
payable solely out of retained earnings), then, in each such case, the Holder of
this Warrant on exercise hereof at any time after the consummation, effective
date or record date of such dividend or other distribution, shall receive, in
addition to the shares of Warrant Stock (or such other stock or securities)
issuable on such exercise prior to such date, and without the payment of
additional consideration therefor, the securities or such other assets of the
Company to which such Holder would have been entitled upon such date if such
Holder had exercised this Warrant on the date hereof and had thereafter, during
the period from the date hereof to and including the date of such exercise,
retained such shares and/or all other additional stock available by it as
aforesaid during such period giving effect to all adjustments called for by this
Section 4.

      4.3.  Reclassification.

            If the Company, by reclassification of securities or otherwise,
shall change any of the securities as to which purchase rights under this
Warrant exist into the same or a different number of securities of any other
class or classes, this Warrant shall thereafter represent the right to acquire
such number and kind of securities as would have been issuable as the result of
such change with respect to the securities that were subject to the purchase
rights under this Warrant immediately prior to such reclassification or other
change and the Exercise Price therefore shall be appropriately adjusted, all
subject to further adjustment as provided in this Section 4.


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4.4.  Adjustment for Capital Reorganization, Merger or Consolidation.

            In case of any capital reorganization of the capital stock of the
Company (other than a combination, reclassification, exchange or subdivision of
shares otherwise provided for herein), or any merger or consolidation of the
Company with or into another corporation, or the sale of all or substantially
all the assets of the Company then, and in each such case, as a part of such
reorganization, merger, consolidation, sale or transfer, lawful provision shall
be made so that the Holder of this Warrant shall thereafter be entitled to
receive upon exercise of this Warrant, during the period specified herein and
upon payment of the Exercise Price then in effect, the number of shares of stock
or other securities or property of the successor corporation resulting from such
reorganization, merger, consolidation, sale or transfer that a holder of the
shares deliverable upon exercise of this Warrant would have been entitled to
receive in such reorganization, consolidation, merger, sale or transfer if this
Warrant had been exercised immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to further adjustment as provided
in this Section 4. The foregoing provisions of this Section 4.4 shall similarly
apply to successive reorganizations, consolidations, mergers, sales and
transfers and to the stock or securities of any other corporation that are at
the time receivable upon the exercise of this Warrant. If the per-share
consideration payable to the Holder hereof for shares in connection with any
such transaction is in a form other than cash or marketable securities, then the
value of such consideration shall be determined in good faith by the Company's
Board of Directors. In all events, appropriate adjustment (as determined in good
faith by the Company's Board of Directors) shall be made in the application of
the provisions of this Warrant with respect to the rights and interests of the
Holder after the transaction, to the end that the provisions of this Warrant
shall be applicable after that event, as near as reasonably may be, in relation
to any shares or other property deliverable after that event upon exercise of
this Warrant.

      4.5.  Reservation of Securities and Assets.

            The Company shall reserve, for the life of the Warrant, such
securities or such other assets of the Company the Holder is entitled to receive
pursuant to this Section 4.

5.    CERTIFICATE AS TO ADJUSTMENTS.

      In each case of any adjustment in the Exercise Price, or number or type of
shares issuable upon exercise of this Warrant, the Chief Financial Officer of
the Company shall compute such adjustment in accordance with the terms of this
Warrant and prepare a certificate setting forth such adjustment and showing in
detail the facts upon which such adjustment is based, including a statement of
the adjusted Exercise Price. The Company shall promptly send (by facsimile and
by either first class mail, postage prepaid or overnight delivery) a copy of
each such certificate to the Holder.

6.    LOSS OR MUTILATION.

      Upon receipt of evidence reasonably satisfactory to the Company of the
ownership of and the loss, theft, destruction or mutilation of this Warrant, and
of indemnity reasonably satisfactory to it, and (in the case of mutilation) upon
surrender and cancellation of this Warrant, the


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Company will execute and deliver in lieu thereof a new Warrant of like tenor as
the lost, stolen, destroyed or mutilated Warrant.

7.    RESERVATION OF COMMON STOCK.

      The Company hereby covenants that at all times there shall be reserved for
issuance and delivery upon exercise of this Warrant such number of shares of
Common Stock or other shares of capital stock of the Company as are from time to
time issuable upon exercise of this Warrant and, from time to time, will take
all steps necessary to amend its Certificate of Incorporation to provide
sufficient reserves of shares of Common Stock issuable upon exercise of this
Warrant. All such shares shall be duly authorized, and when issued upon such
exercise, shall be validly issued, fully paid and non-assessable, free and clear
of all liens, security interests, charges and other encumbrances or restrictions
on sale and free and clear of all preemptive rights, except encumbrances or
restrictions arising under federal or state securities laws. Issuance of this
Warrant shall constitute full authority to the Company's officers who are
charged with the duty of executing stock certificates to execute and issue the
necessary certificates for shares of Common Stock upon the exercise of this
Warrant.

8.    TRANSFER AND EXCHANGE.

      Neither this Warrant nor the rights hereunder may be transferred, in whole
or in part, without the prior written consent of the Company.

9.    RESTRICTIONS ON TRANSFER.

            Subject to Section 8, the Holder, by acceptance hereof, agrees that,
absent an effective registration statement filed with the U.S. Securities and
Exchange Commission ("SEC") under the Act covering the disposition or sale of
this Warrant or the Warrant Stock issued or issuable upon exercise hereof, as
the case may be, and registration or qualification under applicable state
securities laws, such Holder will not sell, transfer pledge, or hypothecate any
or all such Warrants or Warrant Stock, as the case may be, unless either (i) the
Company has received an opinion of counsel to the effect that such registration
is not required in connection with such disposition or (ii) the sale of such
securities is made pursuant to SEC Rule 144.

10.   COMPLIANCE WITH SECURITIES LAWS.

      By acceptance of this Warrant, the Holder hereby represents, warrants and
covenants that any shares of stock purchased upon exercise of this Warrant shall
be acquired for investment only and not with a view to, or for sale in
connection with, any distribution thereof; that the Holder has had such
opportunity as such Holder has deemed adequate to obtain from representatives of
the Company such information as is necessary to permit the holder to evaluate
the merits and risks of its investment in the Company; that the Holder is able
to bear the economic risk of holding such shares as may be acquired pursuant to
the exercise of this Warrant for an indefinite period; that the Holder
understands that the shares of stock acquired pursuant to the exercise of this
Warrant will not be registered under the Act (unless otherwise required pursuant
to exercise by the holder of the registration rights, if any, previously granted
to the


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<PAGE>   7
registered Holder) and will be "restricted securities" within the meaning of
Rule 144 under the Act and that the exemption from registration under Rule 144
will not be available for at least two years from the date of exercise of this
Warrant, subject to any special treatment by the Securities and Exchange
Commission for exercise of this Warrant pursuant to Section 2.2, and even then
will not be available unless a public market then exists for the stock, adequate
information concerning the Company is then available to the public, and other
terms and conditions of Rule 144 are complied with; and that all stock
certificates representing shares of stock issued to the Holder upon exercise of
this Warrant may have affixed thereto a legend substantially in the following
form:

      THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN AND WILL BE
      ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      ("THE ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED
      OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT OR UNLESS EITHER (i)
      THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE EFFECT THAT
      REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii)
      THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE
      COMMISSION RULE 144.

11.   NO RIGHTS OR LIABILITIES AS SHAREHOLDERS.

      This Warrant shall not entitle the Holder to any voting rights or other
rights as a shareholder of the Company. In the absence of affirmative action by
such Holder to purchase Warrant Stock by exercise of this Warrant, no provisions
of this Warrant, and no enumeration herein of the rights or privileges of the
Holder hereof shall cause such Holder hereof to be a shareholder of the Company
for any purpose.

12.   REGISTRATION RIGHTS.

      All shares of Common Stock issuable upon exercise of this Warrant shall be
"Registrable Securities" as defined in Paragraph 4.1(b) of the Purchase
Agreement and entitled, subject to the terms and conditions of that agreement,
to all registration rights granted to holders of Registrable Securities
thereunder.

13.   NOTICES.

      All notices and other communications from the Company to the Holder shall
be given in accordance with Paragraph 6.5 of the Purchase Agreement.

14.   HEADINGS.

      The headings in this Warrant are for purposes of convenience in reference
only, and shall not be deemed to constitute a part hereof.


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<PAGE>   8
15.   LAW GOVERNING.

      This Warrant shall be construed and enforced in accordance with, and
governed by, the laws of the State of Delaware.

16.   NO IMPAIRMENT.

      The Company will not, by amendment of its Certificate of Incorporation or
bylaws, or through reorganization, consolidation, merger, dissolution, issue or
sale of securities, sale of assets or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such action as may be necessary or appropriate in order to
protect the rights of the Registered Holder of this Warrant against impairment.
Without limiting the generality of the foregoing, the Company (a) will not
increase the par value of any shares of stock issuable upon the exercise of this
Warrant above the amount payable therefor upon such exercise, and (b) will take
all such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and non-assessable shares of Warrant Stock
upon exercise of this Warrant.

17.   NOTICES OF RECORD DATE.  In case:

      17.1. the Company shall take a record of the holders of its Common Stock
(or other stock or securities at the time receivable upon the exercise of this
Warrant) for the purpose of entitling them to receive any dividend or other
distribution, or any right to subscribe for or purchase any shares of stock of
any class or any other securities or to receive any other right; or

      17.2. of any consolidation or merger of the Company with or into another
corporation, any capital reorganization or the Company, any reclassification of
the Capital Stock of the Company, or any conveyance of all or substantially all
of the assets of the Company to another corporation in which holders of the
Company's stock are to receive stock, securities or property of another
corporation; or

      17.3. of any voluntary dissolution, liquidation or winding-up of the
Company; or

      17.4. of any redemption or conversion of all outstanding shares of Common
Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Registered Holder of this Warrant a notice specifying, as the case may be, (i)
the date on which a record is to be taken for the purpose of such dividend,
distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation,
winding-up, redemption or conversion is to take place, and the time, if any is
to be fixed, as of which the holders of record of shares of Common Stock (or
such stock or securities as at the time are receivable upon the exercise of this
Warrant) shall be entitled to exchange their shares of Common Stock (or such
other stock or securities) for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
thirty (30) days prior to the date therein specified.


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18.   SEVERABILITY.

      If any term, provision, covenant or restriction of this Warrant is held 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.

19.   COUNTERPARTS.

      For the convenience of the parties, any number of counterparts of this
Warrant may be executed by the parties hereto and each such executed counterpart
shall be, and shall be deemed to be, an original instrument.

20.   NO INCONSISTENT AGREEMENTS.

      The Company will not on or after the date of this Warrant enter into any
agreement with respect to its securities which is inconsistent with the rights
granted to the Holders of this Warrant or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to holders of the
Company's securities under any other agreements, except rights that have been
waived.

21.   SATURDAYS, SUNDAYS AND HOLIDAYS.

      If the Expiration Date falls on a Saturday, Sunday or legal holiday, the
Expiration Date shall automatically be extended until 5:00 p.m. the next
business day.

AGREED:

INTEL CORPORATION                         INTEGRATED PROCESS
                                          EQUIPMENT CORP.

/s/ Arvind Sodhani                        /s/ John S. Hodgson
------------------------------------      --------------------------------------
Signature                                 Signature

/s/ Arvind Sodhani                        /s/ John S. Hodgson
------------------------------------      --------------------------------------
Printed Name                              Printed Name

Treasurer                                 Vice President and Chief Financial
                                          Officer
------------------------------------      --------------------------------------
Title                                     Title

                                          10/3/96
------------------------------------      --------------------------------------
Date                                      Date


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<PAGE>   10
                                  EXHIBIT 1

                              NOTICE OF EXERCISE

(To be executed upon exercise of Warrant)

INTEGRATED PROCESS EQUIPMENT CORP.:

The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant Certificate for, and to purchase thereunder,
shares of Common Stock, as provided for therein, and (check the applicable box):

[ ]   (a) tenders herewith payment of the exercise price in full in the form of
      cash or a certified or official bank check in same-day funds in the amount
      of $____________; and/or

      (b) hereby agrees to cancel $_________ of indebtedness owed by the Company
      to the Holder;

      for a total of _________ shares of Common Stock.

[ ]   Elects the Net Issue Exercise option pursuant to Section 2.2 of the
      Warrant, and accordingly requests delivery of a net of ______________
      shares of Common Stock.

Please issue a certificate or certificates for such shares of Common Stock in
the name of, and pay any cash for any fractional share to (please print name,
address and social security number):

Name:     _________________________________________

Address:  _________________________________________

Signature:_________________________________________

Note: The above signature should correspond exactly with the name on the first
page of this Warrant Certificate or with the name of the assignee appearing in
the assignment form below.

If said number of shares shall not be all the shares purchasable under the
within Warrant Certificate, a new Warrant Certificate is to be issued in the
name of said undersigned for the balance remaining of the shares purchasable
thereunder rounded up to the next higher whole number of shares.