<PAGE>   1
Integrated Process Equipment Corp.
March 28, 1997
Page 1

                                   WELLS FARGO


Arizona Regional Commercial Banking Office
100 West Washington
Phoenix, AZ 85003
(602) 440-1354
fax (602) 440-1360

                                 March 28, 1997


Mr. John S. Hodgson
Vice President and CFO
Integrated Process Equipment Corporation
Phoenix, Arizona 85034

Dear Jack:

         This letter is to confirm the changes agreed upon between Wells Fargo
Bank, National Association, successor-by-merger to First Interstate Bank of
Arizona, N.A., as Agent ("Bank") and Integrated Process Equipment Corp., a
Delaware corporation ("Parent"), together with other "Borrowers" (as defined in
the Loan Agreement), (hereinafter "Parent" and "Borrowers" shall collectively be
referred to as "Borrowers") to the terms and conditions of that certain Loan
Agreement between Bank and Borrowers dated as of April 24, 1996, as amended from
time to time (the "Agreement"). For valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Bank and Borrowers hereby agree
that the Agreement shall be amended as follows to reflect said changes.

I.            Section 9.14 is hereby deleted in its entirety, and the following
substituted therefor:

                  "9.14 Tangible Net Worth. Tangible Net Worth, as of the last
         day of any fiscal quarter of Parent (except for the fiscal quarters
         ending December 31, 1996 and March 31, 1997), shall not be less than
         the sum of (i) $85,000,000 plus 100% of the aggregate amount of equity
         contributions made to Parent after December 31, 1995, plus 75% of
         Parent's consolidated positive net income for each fiscal quarter
         commencing with the fiscal quarter ended March 31, 1996. For the fiscal
         quarters ending December 31, 1996 and March 31, 1997, Tangible Net
         Worth shall not be less than $100,000,000."

I.            Except as specifically provided herein, all terms and conditions 
of the Agreement remain in full force and effect, without waiver or
modification. The Bank does not hereby represent that it will, nor in any way
obligate itself to, consent to any other amendment of 


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Integrated Process Equipment Corp.
March 28, 1997
Page 2

the Agreement or grant any waiver of Borrowers strict performance under and
compliance with all covenants set forth in the Agreement, as hereby amended. 

II.           All terms defined in the Agreement shall have the same meaning 
when used herein. This letter and the Agreement shall be read together, as one
document.

I.            Borrower hereby remakes all representations and warranties 
contained in the Agreement and reaffirms its strict compliance with all
covenants set forth in the Agreement, as hereby amended. Borrower further
certifies that as of the date of Borrower's acknowledgment set forth below there
exists no default or defined event of default under the Agreement or any
promissory note or other contract, instrument or document executed in connection
therewith, nor any condition, act or event which with the giving of notice or
the passage of time or both would constitute such a default or defined event of
default.

         Your acknowledgment of this letter shall constitute acceptance of the
foregoing terms and conditions.

                                       Sincerely,


                                               WELLS FARGO BANK, 
                                           NATIONAL ASSOCIATION,
                                           as Agent and Bank


                                           By: /s/ Kathleen P. Sowa
                                               --------------------------
                                                 Kathleen P. Sowa

                                                       Its:     Vice President


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Integrated Process Equipment Corp.
March 28, 1997
Page 3


         Acknowledged and accepted as of March 31, 1997:


INTEGRATED PROCESS EQUIPMENT CORP.,
a Delaware corporation


By:      /s/ John S. Hodgson
         -------------------------------------
         John S. Hodgson
Its:     Vice President, CFO and Secretary


IPEC PLANAR PORTLAND, INC.


By:      /s/ John S. Hodgson
         -------------------------------------
         John S. Hodgson
Its:  Vice President, CFO and Secretary


IPEC PLANAR PHOENIX, INC.


By:      /s/ John S. Hodgson
         -------------------------------------
         John S. Hodgson
Its:  Vice President, CFO and Secretary


IPEC CLEAN, INC.


By:      /s/ John S. Hodgson
         -------------------------------------
         John S. Hodgson
Its:  Vice President, CFO and Secretary


IPEC PRECISION, INC.


By:      /s/ John S. Hodgson
         -------------------------------------
         John S. Hodgson
Its:  Vice President, CFO and Secretary