EXECUTION VERSION

                   SECOND AMENDMENT TO CREDIT AGREEMENT

        THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), 
dated as of April 29, 1998, is entered into by and among:
        (1)     ETEC SYSTEMS, INC., a Nevada corporation ("Borrower");
        (2)     Each of the financial institutions currently a party 
to the Credit Agreement referred to in Recital A below 
(collectively, the "Lenders"); and
        (3)     ABN AMRO BANK N.V., a public company with limited 
liability organized under the laws of The Netherlands, as agent 
for the Lenders (in such capacity, "Agent").

RECITALS
        A.      Borrower, the Lenders and Agent are parties to a Credit 
Agreement dated as of May 24, 1996, as amended by that certain First 
Amendment to Credit Agreement dated as of April 23, 1997 (as amended, 
the "Credit Agreement").
        B.      Borrower has requested the Lenders and Agent to amend the 
Credit Agreement in certain respects.
        C.      The Lenders and Agent are willing so to amend the Credit 
Agreement upon the terms and subject to the conditions set forth below.

                                  AGREEMENT

        NOW, THEREFORE, in consideration of the above recitals and for 
other good and valuable consideration, the receipt and adequacy of which 
are hereby acknowledged, Borrower, the Lenders and Agent hereby agree as 
follows:
1.      Definitions, Interpretation.  All capitalized terms defined 
above and elsewhere in this Amendment shall be used herein as so 
defined.  Unless otherwise defined herein, all other capitalized terms 
used herein shall have the respective meanings given to those terms in 
the Credit Agreement, as amended by this Amendment.  The rules of 
construction set forth in Section I of the Credit Agreement shall, to 
the extent not inconsistent with the terms of this Amendment, apply to 
this Amendment and are hereby incorporated by reference.
2.      Amendments to Credit Agreement.  Subject to the satisfaction 
of the conditions set forth in paragraph 4 below, the Credit Agreement 
is hereby amended as follows:
(a)     Paragraph 1.01 is amended by adding thereto, in the 
appropriate alphabetical order, the following definitions to read in 
their entirety as follows:
"Hayward Lease" shall mean that certain Second Amended 
and Restated Lease Agreement dated as of February 2, 1998 
between the Hayward Lessor, as landlord, and Borrower, as 
tenant.
"Hayward Lessor" shall mean ET LLC, a Delaware limited 
liability company, d.b.a. ET QRS LLC.
"Lessee Obligations" shall have the meaning given to 
that term in the Participation Agreement.
"Lessor Parties" shall have the meaning given to that 
term in the Participation Agreement.
"Operative Documents" shall have the meaning given to 
that term in the Participation Agreement.
"Participation Agreement" shall mean that certain 
Participation Agreement, dated as of December 5, 1997 (as 
amended, restated or otherwise modified from time to time) 
among Borrower, as lessee, Lease Plan North America, Inc., 
as lessor, each of the financial institutions from time to 
time listed in Schedule I thereto (as amended from time to 
time) and ABN AMRO Bank, N.V., acting through its San 
Francisco International Branch, as agent.
"Permitted Property Liens" shall have the meaning 
given to that term in the Participation Agreement.
"Property" shall have the meaning given to that term 
in the Participation Agreement.
"Super Required Participants" shall mean (a) at any 
time Revolving Loans or Term Loans are outstanding, Lenders 
holding seventy-five percent (75%) or more of the aggregate 
principal amount of such Loans and (b) at any time no 
Revolving Loans or Term Loans are outstanding, Lenders whose 
Proportionate Shares equal or exceed seventy-five percent 
(75%).
(b)     Paragraph 1.01 is further amended by changing the 
definitions of "Adjusted Net Income", "Affiliate", "Applicable Margin", 
Capital Expenditures", "Cash Balance", "Cash Equivalents", "Change of 
Control", "Debt Service Coverage Ratio", "Quick Ratio" and Revolving 
Loan Maturity Date to read in their entirety as follows:
"Adjusted Net Income" shall mean, with respect to 
Borrower and its Subsidiaries for any period, the sum of the 
following, determined on a consolidated basis in accordance 
with GAAP where applicable:
(a)      The net income or net loss of Borrower 
and its Subsidiaries for such period after provision 
for income taxes;
plus
(b)     To the extent deducted in calculating such 
net income or net loss, all non-recurring charges 
incurred by Borrower and its Subsidiaries during such 
period for the acquisition of in-process technology; 
provided, however, that the sum of all such charges so 
added to net income or net loss in calculating the 
Adjusted Net Income of Borrower and its Subsidiaries 
during the period December 5, 1997 through the 
Revolving Loan Maturity Date shall not exceed 
$15,000,000.
"Affiliate" shall mean, with respect to any Person, 
(a) each Person that, directly or indirectly, owns or 
controls, whether beneficially or as a trustee, guardian or 
other fiduciary, twenty percent (20%) or more of any class 
of Equity Securities of such Person, (b) each Person that 
controls, is controlled by or is under common control with 
such Person or any Affiliate of such Person or (c) each of 
such Person's officers, directors, joint venturers and 
partners; provided, however, that in no case shall Agent or 
any Lender be deemed to be an Affiliate of Borrower or any 
of its Subsidiaries for purposes of this Agreement.  For the 
purpose of this definition, "control" of a Person shall mean 
the possession, directly or indirectly, of the power to 
direct or cause the direction of its management or policies, 
whether through the ownership of voting securities, by 
contract or otherwise.
"Applicable Margin" shall mean:
(a)     With respect to Revolving Base Rate Loans, 
zero percent (0%);
(b)     With respect to Revolving LIBOR Loans, 
nineteen-twentieths of one percent (.95%); and
(c)     With respect to Term Loans, one and one 
quarter percent (1.25%).
"Capital Expenditures" shall mean, with respect to 
Borrower and its Subsidiaries for any period, the sum, 
determined on a consolidated basis in accordance with GAAP, 
of all amounts expended and indebtedness incurred or assumed 
by Borrower and its Subsidiaries during such period for the 
acquisition of Capital Assets (including all amounts 
expended and indebtedness incurred or assumed in connection 
with Capital Leases), other than amounts expended by 
Borrower and its Subsidiaries to repurchase used Borrower 
systems previously sold to customers by Borrower and its 
Subsidiaries. (For clarification and without limiting the 
generality of this definition, amounts paid by Borrower 
under the Hayward Lease shall not constitute "Capital 
Expenditures" if the Hayward Lease is an operating lease 
under GAAP.)
"Cash Balances" shall mean, with respect to Borrower 
and its Subsidiaries at any time, the remainder, determined 
on a consolidated basis in accordance with GAAP, of:
(a)     The sum of (i) the cash of Borrower and 
its Subsidiaries at such time and (ii) the market 
value of the Cash Equivalents of Borrower and its 
Subsidiaries at such time;
minus
(b)     If the Outstanding Revolver Credit at such 
time exceeds $5,000,000, the amount of such excess.
"Cash Equivalents" shall mean, on any date:
(a)     Any debt investments which are permitted 
by the investment policy of Borrower set forth in 
Schedule 5.02(e), so long as such investments are 
"marked to market" by Borrower on a monthly basis; or
(b)     If the investment policy of Borrower is 
changed after the date of this Agreement, any debt 
investments if (i) such investments are permitted by 
the most recent investment policy of Borrower, so long 
as such investments are "marked to market" by Borrower 
on a monthly basis; and (ii) such investment policy 
has been approved by Borrower's Board of Directors and 
by Agent and Required Lenders.
"Change of Control" shall mean (a) with respect to 
Borrower, the occurrence of any of the following events:  
(i) any person or group of persons (within the meaning of 
Section 13 or 14 of the Securities Exchange Act of 1934, as 
amended) shall (A) acquire beneficial ownership (within the 
meaning of Rule 13d-3 promulgated by the Securities and 
Exchange Commission under the Securities Exchange Act of 
1934, as amended) of twenty-five percent (25%) or more of 
the outstanding Equity Securities of Borrower entitled to 
vote for members of the board of directors, or (B) acquire 
all or substantially all of the assets of Borrower and its 
Subsidiaries taken as a whole, or (ii) during any period of 
twelve (12) consecutive calendar months, individuals who are 
directors of Borrower on the first day of such period 
("Initial Directors") and any directors of Borrower who are 
specifically approved by two-thirds of the Initial Directors 
and previously-approved Directors ("Approved Directors") 
shall cease to constitute a majority of the Board of 
Directors of Borrower before the end of such period; and 
(b) with respect to Borrower's Japanese Subsidiary, Borrower 
shall cease to own fifty-one percent (51%) of the Equity 
Securities of such Subsidiary except for nominal amounts of 
director stock necessary to do business in Japan.
"Debt Service Coverage Ratio" shall mean, with respect 
to Borrower and its Subsidiaries for any period, the ratio, 
determined on a consolidated basis in accordance with GAAP 
where applicable, of;
(a)     The remainder of (i) EBITDA of Borrower 
and its Subsidiaries for such period minus (ii) all 
Capital Expenditures of Borrower and its Subsidiaries 
for such period;
to
(b)     The sum of (i) all Interest Expenses of 
Borrower and its Subsidiaries for such period and (ii) 
all principal payments on long-term Indebtedness for 
borrowed money of Borrower and its Subsidiaries 
scheduled for payment during the immediately 
succeeding comparable period (excluding any payments 
of the Outstanding Lease Amount payable on the 
Expiration Date of the Lease Agreement (as each such 
term is defined in the Participation Agreement)).
"Quick Ratio" shall mean, with respect to Borrower and 
its Subsidiaries at any time, the ratio, determined on a 
consolidated basis in accordance with GAAP, of:
(a)     The sum at such time of (i) all cash of 
Borrower and its Subsidiaries; (ii) the market value 
of all Cash Equivalents of Borrower and its 
Subsidiaries; and (iii) all accounts receivable of 
Borrower and its Subsidiaries, less all reserves 
therefor; provided, however, that in computing the 
foregoing sum, there shall be excluded therefrom any 
cash, Cash Equivalent or accounts receivable subject 
to a security interest in favor of any Person;
to
(b)     The sum at such time of (i) the current 
liabilities of Borrower and its Subsidiaries; and (ii) 
to the extent not included in such current 
liabilities, the Outstanding Revolver Credit at such 
time.
"Revolving Loan Maturity Date" shall mean November 30, 
1999.
(c)     Paragraph 2.01 is amended by adding a new Subparagraph 
2.01(h) immediately after Subparagraph 2.01(g) to read in its entirety 
as follows:
(h)     Revolving Loan Maturity Date Extensions.  
On or before the last Business Day of each November 
beginning on November 30, 1998, Borrower may request the 
Lenders to extend the Revolving Loan Maturity Date for an 
additional one-year period.  Borrower shall request each 
such extension by appropriately completing, executing and 
delivering to Agent a written request in the form of 
Exhibit I (a "Revolving Loan Maturity Date Extension 
Request").  Borrower understands that this Subparagraph 
2.01(h) is included in this Agreement for Borrower's 
convenience in requesting extensions and acknowledges that 
neither Agent nor any Lender has promised (either expressly 
or by implication), and neither Agent nor any Lender has any 
obligation or commitment, to extend the Revolving Loan 
Maturity Date at any time.  Agent shall promptly deliver to 
each Lender three (3) copies of each Revolving Loan Maturity 
Date Extension Request received by Agent.  If a Lender, in 
its sole and absolute discretion, consents to any Revolving 
Loan Maturity Date Extension Request, such Lender shall 
evidence such consent by executing and returning two (2) 
copies of the Revolving Loan Maturity Date Extension Request 
to Agent not later than the last Business Day which is 
thirty (30) days after the date Borrower delivered to Agent 
the Revolving Loan Maturity Date Extension Request.  Any 
failure by any Lender to execute and return a Revolving Loan 
Maturity Date Extension Request shall be deemed a denial 
thereof.  If Borrower shall deliver a Revolving Loan 
Maturity Date Extension Request to Agent pursuant to the 
first sentence of this Subparagraph 2.01(h), then not later 
than the last Business Day which is thirty-five (35) days 
after the date Borrower delivered to Agent the Revolving 
Loan Maturity Date Extension Request, Agent shall notify 
Borrower in writing whether (i) Agent has received a copy of 
the Revolving Loan Maturity Date Extension Request executed 
by each Lender, in which case the definition of "Revolving 
Loan Maturity Date" set forth in Paragraph 1.01 shall be 
deemed amended as provided in the Revolving Loan Maturity 
Date Extension Request as of the date of such written notice 
from Agent to Borrower, or (ii) Agent has not received a 
copy of the Revolving Loan Maturity Date Extension Request 
executed by each Lender, in which case such Revolving Loan 
Maturity Date Extension Request shall be deemed denied.  
Agent shall deliver to Borrower, with each written notice 
under clause (i) of the preceding sentence which notifies 
Borrower that Agent has received a Revolving Loan Maturity 
Date Extension Request executed by each Lender, a copy of 
the Revolving Loan Maturity Date Extension Request so 
executed by each Lender.
(d)     Subparagraph 2.04(b) is amended by adding to read in 
its entirety as follows:
(b)     Commitment Fees.  Borrower shall pay to 
Agent, for the ratable benefit of the Revolving Lenders as 
provided in clause (iii) of Subparagraph 2.09(a), commitment 
fees (the "Commitment Fees") of 0.275% per annum on the 
daily average Unused Commitment for the period beginning on 
the date of this Agreement and ending on the Revolving Loan 
Maturity Date.  Borrower shall pay the Commitment Fees in 
arrears on the last Business Day in each February, May, 
August and November (commencing August 30, 1996) and on the 
Revolving Loan Maturity Date (or if the Total Commitment is 
cancelled on a date prior to the Revolving Loan Maturity 
Date, on such prior date).
(e)     Clause (iv) of Subparagraph 5.01(a) is amended by 
deleting the reference to "$3,500,000" set forth therein and replacing 
it with"$10,000,000".
(f)     Subparagraph 5.02(a) is amended by changing clause (i) 
thereof to read in its entirety as follows:
(i)     (A)     The Obligations of Borrower under 
the Credit Documents and (B) the Obligations of Borrower as 
lessee to the Lessor Parties under the Operative Documents;
(g)     Subparagraph 5.02(a) is further amended by changing 
clause (vi) thereof to read in its entirety as follows:
(vi)    Indebtedness of Borrower and its 
Subsidiaries under purchase money loans and Capital Leases 
incurred by Borrower or any of its Subsidiaries to finance 
the acquisition by such Person of real property, fixtures or 
equipment provided that in each case, (A) such Indebtedness 
is incurred by such Person at the time of, or not later than 
ninety (90) days after, the first functional use by such 
Person of the property so financed and (B) such Indebtedness 
does not exceed the purchase price of the property so 
financed;
(h)     Subparagraph 5.02(a) is further amended by changing 
clause (viii) thereof to read in its entirety as follows:
(viii)  Indebtedness of Borrower and its 
Subsidiaries under initial or successive refinancings of any 
Indebtedness permitted by subclause (B) of clause (i) or 
clause (ii) above or under replacements of lines of credit 
or other credit commitments permitted by subclause (B) of 
clause (i) or clause (ii) above, provided that (A) the 
principal amount of any such refinancing or replacement does 
not exceed the principal amount of the Indebtedness being 
refinanced or commitment being replaced and (B) the material 
terms and provisions of any such refinancing or replacement 
(including redemption, prepayment, default and subordination 
provisions) are not substantially less favorable than the 
comparable terms of the Indebtedness being refinanced or 
commitment being replaced, except that the maturity of the 
new Indebtedness or commitment may be longer;
(i)     Subparagraph 5.02(a) is further amended by changing 
clause (ix) thereof to read in its entirety as follows:
(ix)    Indebtedness of Borrower and its 
Subsidiaries with respect to Surety Instruments incurred in 
the ordinary course of business (including surety bonds 
issued to secure obligations of Borrower and its 
Subsidiaries in respect of equipment ordered from Borrower 
and its Subsidiaries);
(j)     Subparagraph 5.02(a) is further amended by changing 
clause (xii) thereof to read in its entirety as follows, and by adding a 
new clause (xiii) thereto to read in its entirety as follows:
(xii)   Indebtedness of Borrower's Japanese 
Subsidiary with respect to the sale, transfer or assignment 
of accounts receivable of such Subsidiary and certain rights 
and property related to the collection of or constituting 
proceeds of such accounts receivable, provided that:
(A)     Such sale, assignment or transfer is 
(1) in the ordinary course of business, (2) for 
cash, (3) with recourse to such Subsidiary in an 
amount not to exceed the aggregate face amount 
of the accounts receivable sold and certain 
additional interest charges with respect to such 
Indebtedness and (4) otherwise permitted under 
Subparagraph 5.02(c)(vii); and
(B)     Both immediately before and after 
giving effect to such sale, assignment or 
transfer, no Default shall have occurred and be 
continuing; and
(xiii)  Other Indebtedness of Borrower and 
its Subsidiaries, provided that the aggregate amount of such 
other Indebtedness outstanding at any time does not exceed 
ten percent (10%) of Borrower's Tangible Net Worth on the 
last day of the immediately preceding fiscal year.
(k)     Subparagraph 5.02(b) is amended by changing clause (i) 
thereof to read in its entirety as follows:
(i)     (A)     Liens in favor of Agent or any 
Lender securing the Obligations or (B) any Liens in favor of 
any Lessor Party securing the Lessee Obligations;
(l)     Subparagraph 5.02(b) is further amended by changing 
clause (viii) thereof to read in its entirety as follows:
(viii)  Liens on any property or assets 
acquired, or on the property or assets of any Persons 
acquired, by Borrower or any of its Subsidiaries after the 
date of this Agreement pursuant to Subparagraph 5.02(d), 
provided that (A) such Liens exist at the time such property 
or assets or such Persons are so acquired and (B) such Liens 
were not created in contemplation of such acquisitions;
(m)     Subparagraph 5.02(b) is further amended by changing 
clause (ix) thereof to read in its entirety as follows:
(ix)    Judgement Liens, provided that such Liens 
do not have a value in excess of $10,000,000 or such Liens 
are released, stayed, vacated or otherwise dismissed within 
thirty (30) days after issue or levy and, if so stayed, such 
stay is not hereafter removed;
(n)     Subparagraph 5.02(b) is further amended by changing 
clause (xiii) thereof to read in its entirety as follows:
(xiii)  Liens securing Indebtedness which 
constitutes Permitted Indebtedness under clause (xii) of 
Subparagraph 5.02(a) provided that, in each case, such Lien 
(A) secures only such Permitted Indebtedness, and (B) such 
Liens do not extend to any assets or property other than the 
assets or property sold (other than cash pledged under 
certain circumstances to secure such Permitted Indebtedness 
in an amount not to exceed $15,000,000 in the aggregate 
during the term of this Agreement, provided that both 
immediately before and after giving effect to any such cash 
collateralization, Borrower shall be in compliance with the 
financial covenants set forth in Paragraph 5.03 and no other 
Default or Event of Default shall have occurred and be 
continuing);
(o)     Subparagraph 5.02(b) is further amended by changing 
clause (xv) thereof to read in its entirety as follows:
(xv)    Liens incurred in connection with the 
extension, renewal or refinancing of the Indebtedness 
secured by the Liens described in subclause (B) of clause 
(i), clause (ii) or clause (xii) above, provided that any 
extension, renewal or replacement Lien (A) is limited to the 
property covered by the existing Lien and (B) secures 
Indebtedness which is no greater in amount and has material 
terms no less favorable to the Lenders than the Indebtedness 
secured by the existing Lien;
(p)     Subparagraph 5.02(b) is further amended by changing 
clause (xvii) thereof to read in its entirety as follows, and by adding 
a new clause (xviii) and a new clause (xix) thereto to read in their 
entirety as follows:
(xvii)  Liens in inventory of Borrower and 
its Subsidiaries in favor of (A) customers of Borrower and 
its Subsidiaries to secure the obligations of Borrower and 
its Subsidiaries in respect of equipment ordered from 
Borrower and its Subsidiaries by such customers or (B) 
sureties that have issued surety bonds to such customers to 
secure such obligations, provided that each such Lien (1) 
covers only (y) the equipment ordered by a customer pursuant 
to a purchase order which has been delivered to Borrower or 
one of its Subsidiaries and (z) the parts and other 
inventory of Borrower and its Subsidiaries which will be 
used to build such equipment, (2) secures only the 
obligations of Borrower and its Subsidiaries in respect of 
such equipment and (3) terminates upon the delivery of such 
equipment to such customer or the ultimate purchaser thereof 
or the return to such customer of such deposit;
(xviii) Permitted Property Liens in the 
Property; and
(xix)   Other Liens, provided that the aggregate 
amount of the Indebtedness outstanding at any time and 
secured by such other Liens does not exceed five percent 
(5%) of Borrower's Tangible Net Worth on the last day of the 
immediately preceding fiscal year.
(q)     Subparagraph 5.02(c) is amended by changing clause 
(ii) thereof to read in its entirety as follows:
(ii)    Sales or other dispositions of surplus, 
damaged, worn or obsolete equipment or inventory;
(r)     Subparagraph 5.02(c) is further amended by changing 
clause (viii) thereof to read in its entirety as follows, and by adding 
a new clause (ix) and a new clause (x) thereto to read in their entirety 
as follows:
(viii)  Sales, for cash, in the ordinary 
course of business of accounts receivable of Lessee and 
certain rights and property of Borrower related to the 
collection of or constituting proceeds of such accounts 
receivable, with or without recourse, at a discount rate not 
to exceed ten percent (10%), provided that the aggregate 
amount of accounts receivable so sold by Borrower in any 
fiscal quarter does not exceed Twelve Million Dollars 
($12,000,000);
(ix)    The sale by Borrower to the Hayward Lessor 
of the improvements that have been made by Borrower to the 
property located at 26460 Corporate Avenue, Hayward, 
California and that are being leased back to Borrower 
pursuant to the Hayward Lease; and
(x)     Other sales, leases, transfers and 
disposals of assets and property, provided that the 
aggregate value of all such assets and property (based upon 
the greater of the fair market or book value of such assets 
and property) so sold, leased, transferred or otherwise 
disposed of in any fiscal year does not exceed five percent 
(5%) of Borrower's Tangible Net Worth on the last day of the 
immediately preceding fiscal year.
(s)     Subparagraph 5.02(d) is amended to read in its 
entirety as follows:
(d)     Mergers, Acquisitions, Etc.  Neither 
Borrower nor any of its Subsidiaries shall acquire any other 
Person (whether through merger with such Person, acquisition 
of such Person as a Subsidiary or otherwise) or all or 
substantially all of the assets of any other Person, except 
that Borrower and its Subsidiaries may make any such 
acquisitions if (i) the aggregate consideration paid by 
Borrower and its Subsidiaries in cash for all such 
acquisitions after the date of this Agreement does not 
exceed $25,000,000; (ii) the aggregate consideration paid by 
Borrower and its Subsidiaries in stock for all such 
acquisitions after the date of this Agreement does not 
exceed $50,000,000 (such stock to be valued at the market 
value thereof at the time paid as consideration); (iii) in 
any merger involving Borrower, Borrower is the surviving 
corporation; and (iv) both immediately before and after 
giving effect to any such acquisition, no Default or Event 
of Default shall have occurred and be continuing.
(t)     Subparagraph 5.02(e) is amended by changing clause 
(vi) thereof to read in its entirety as follows, and by adding a new 
clause (vii) thereto to read in its entirety as follows:
(vi)    Investments permitted by Subparagraph 
5.02(d); and
(vii)   Other Investments, provided that the 
amount of any such Investment, when added to the aggregate 
amount of all other Investments made pursuant to this clause 
(vii) since December 5, 1997 (net of any returns previously 
received on account of such Investments), does not exceed 
ten percent (10%) of Borrower's Tangible Net Worth on the 
last day of the immediately preceding fiscal year.
(u)     Subparagraph 5.02(f) is amended by changing clause 
(iii) thereof to read in its entirety as follows:
(iii)   Borrower may repurchase its Equity 
Securities, provided that the cost of any such repurchase, 
when added to the aggregate cost of all other repurchases 
made pursuant to this clause (iii) since December 5, 1997, 
does not exceed ten percent (10%) of Borrower's Tangible Net 
Worth on the last day of the immediately preceding fiscal 
year.
(v)     Subparagraph 5.02(g) is amended to read in their 
entirety as follows:
(g)     Change in Business.  Neither Borrower  nor 
any of its Subsidiaries shall engage, either directly or 
indirectly through Affiliates, in any business that is 
substantially different from the semi-conductor market 
(including semi-conductor capital equipment, test and 
inspection equipment, flat panel displays and laser direct 
imaging equipment), the pattern generation market and any 
strategic component parts in relation thereto.
(w)     Subparagraph 5.03(a) is amended to read in its 
entirety as follows:
(a)     Leverage Ratio.  Borrower shall not permit 
the Leverage Ratio of Borrower and its Subsidiaries on the 
last day of any fiscal quarter set forth below to be greater 
than the ratio set forth opposite such quarter below:
        Quarters ending on January 31, 1998
                April 30, 1998 and July 31, 1998                0.250 
to 1.00;

        Quarters ending on October 31, 1998,
                January 31, 1999, April 30, 1999
and July 31, 1999                               0.275 to 
1.00;

        Each quarter thereafter                         0.250 to 1.00.
(x)     Subparagraph 5.03(e) is amended to read in its 
entirety as follows:
(e)     Debt Service Coverage Ratio.  Borrower 
shall not permit the Debt Service Coverage Ratio of Borrower 
and its Subsidiaries for any consecutive four-quarter period 
to be less than the ratio set forth opposite such quarter 
below:
        Quarters ending on January 31, 1998
                and April 30, 1998                              5.00 to 
1.00;

                Quarters ending on July 31, 1998
and October 31, 1998                            3.00 to 
1.00; 

        Quarters ending on January 31, 1999
and April 30, 1999                              4.00 to 
1.00;

Each quarter thereafter                         5.00 to 1.00.
(y)     Subparagraph 5.03(f) is amended to read in its 
entirety as follows:
(f)     Profitability.  Borrower shall not permit:
(i)     The Adjusted Net Income of Borrower and 
its Subsidiaries to be a loss in more than two 
quarters in any consecutive four-quarter period or the 
aggregate amount of any such two quarterly losses to 
exceed $10,000,000 in total for the two quarters 
combined;
(ii)    The Operating Income of Borrower and its 
Subsidiaries to be a loss in more than two quarters in 
any consecutive four-quarter period or the aggregate 
amount of any such two quarterly losses to exceed 
$10,000,000 in total for the two quarters combined; or
(iii)   The cumulative Adjusted Net Income of 
Borrower and its Subsidiaries for any consecutive 
four-quarter period to be less than $1.00.
(z)     Paragraph 8.04 is amended to read in its entirety as 
follows:
8.04    Waivers; Amendments.  Any term, covenant, 
agreement or condition of this Agreement or any other Credit 
Document may be amended or waived, and any consent under 
this Agreement or any other Credit Document may be given, if 
such amendment, waiver or consent is in writing and is 
signed by Borrower and the Required Lenders (or Agent on 
behalf of the Required Lenders with the written approval of 
the Required Lenders); provided, however that:
(a)     Any amendment, waiver or consent which 
would (i) increase the Total Revolving Loan Commitment 
or Total Term Loan Commitment, (ii) extend the 
Revolving Loan Maturity Date or the Term Loan Maturity 
Date, (iii) reduce the principal of or interest on any 
Loan or any fees or other amounts payable for the 
account of the Lenders hereunder, (iv) extend any 
scheduled principal, interest or fee payment date, 
(v) amend this Paragraph 8.04, or (vi) amend the 
definition of Required Lenders, must be in writing and 
signed or approved in writing by all Lenders;
(b)     Any amendment, waiver or consent which 
increases or decreases the Proportionate Share of any 
Lender must be in writing and signed by such Lender;
(c)     Any amendment, waiver or consent which 
amends or waives the financial covenants contained in 
Subparagraph 5.03(a) or Subparagraph 5.03(f) must be 
in writing and signed by the Super Required Lenders; 
and
(d)     Any amendment, waiver or consent which 
affects the rights or obligations of Agent must be in 
writing and signed by Agent.
No failure or delay by Agent or any Lender in exercising any 
right under this Agreement or any other Credit Document 
shall operate as a waiver thereof or of any other right 
hereunder or thereunder nor shall any single or partial 
exercise of any such right preclude any other further 
exercise thereof or of any other right hereunder or 
thereunder.  Unless otherwise specified in such waiver or 
consent, a waiver or consent given hereunder shall be 
effective only in the specific instance and for the specific 
purpose for which given.
(aa)    A new Exhibit I (Revolving Loan Maturity Date 
Extension Request) is hereby added to the Credit Agreement to read in 
its entirety as set forth on Attachment A.
3.      Representations and Warranties.  Borrower hereby represents 
and warrants to Agent and the Lenders that the following are true and 
correct on the date of this Amendment and that, after giving effect to 
the amendments set forth in paragraph 2 above, the following will be 
true and correct on the Effective Date (as defined below):
(a)     The representations and warranties of Borrower 
and its Subsidiaries set forth in Paragraph 4.01 of the Credit 
Agreement and in the other Credit Documents are true and correct 
in all material respects (except for representations and 
warranties expressly made as of a specified date, which shall be 
true as of such date);
(b)     No Default or Event of Default has occurred and 
is continuing; and
(c)     All of the Credit Documents are in full force 
and effect.
(Without limiting the scope of the term "Credit Documents," 
Borrower expressly acknowledges in making the representations and 
warranties set forth in this paragraph 3 that, on and after the 
date hereof, such term includes this Amendment.)
4.      Effective Date.  The amendments effected by paragraph 2 
above shall become effective on April 29, 1998 (the "Effective Date"), 
subject to receipt by Agent and the Lenders on or prior to the Effective 
Date of the following, each in form and substance satisfactory to Agent, 
the Lenders and their respective counsel:
(a)     This Amendment duly executed by Borrower, each 
Lender and Agent;
(b)     A certificate of the Secretary or an Assistant 
Secretary of Borrower, dated the Effective Date, certifying the 
incumbency, signatures and authority of the officers of Borrower 
authorized to execute, deliver and perform this Amendment;
(c)     An amendment fee of $25,000 for the benefit of 
the Lenders to be shared among the Lenders pro rata in accordance 
with such Lender's respective Proportionate Share;
(d)     A favorable written opinion of Pillsbury, 
Madison & Sutro, counsel to Borrower, addressed to Agent and dated 
the Effective Date, as to the matters set forth in Attachment B 
and such other matters as Agent may reasonably request; and
(e)     Such other evidence as Agent or any Lender may 
reasonably request to establish the accuracy and completeness of 
the representations and warranties and the compliance with the 
terms and conditions contained in this Amendment and the other 
Credit Documents.
5.      Effect of this Amendment.  On and after the Effective Date, 
each reference in the Credit Agreement and the other Credit Documents to 
the Credit Agreement shall mean the Credit Agreement as amended hereby.  
Except as specifically amended above, (a) the Credit Agreement and the 
other Credit Documents shall remain in full force and effect and are 
hereby ratified and confirmed and (b) the execution, delivery and 
effectiveness of this Amendment shall not, except as expressly provided 
herein, operate as a waiver of any right, power, or remedy of the 
Lenders or Agent, nor constitute a waiver of any provision of the Credit 
Agreement or any other Credit Document.
6.      Miscellaneous.
(a)     Counterparts.  This Amendment may be executed in 
any number of identical counterparts, any set of which signed by 
all the parties hereto shall be deemed to constitute a complete, 
executed original for all purposes.
(b)     Headings.  Headings in this Amendment are for 
convenience of reference only and are not part of the substance 
hereof.
(c)     Governing Law.  This Amendment shall be governed 
by and construed in accordance with the laws of the State of 
California without reference to conflicts of law rules.
[The signature pages follow.]

        IN WITNESS WHEREOF, Borrower, the Agent and the Lenders have 
caused this Amendment to be executed as of the day and year first above 
written.
BORROWER:       ETEC SYSTEMS, INC.

        By:     
           Name:        
           Title:       

AGENT:  ABN AMRO BANK N.V.

        By:     
           Name 
           Title:       

        By:     
           Name:        
           Title:       

LENDERS:        ABN AMRO BANK N.V.

        By:     
           Name:        
           Title:       

        By:     
           Name:        
           Title:       

        COMERICA BANK-CALIFORNIA
        By:     
           Name:        
           Title:       

                THE INDUSTRIAL BANK OF JAPAN, LTD.
        By:     
           Name:        
           Title:       

ATTACHMENT A
REVOLVING LOAN MATURITY DATE EXTENSION REQUEST
[Date]

ABN AMRO Bank, N.V.,
      as Agent
101 California Street, Suite 4550
San Francisco, CA  94111-5812
Attn:  Robin Yim
Pursuant to Subparagraph 2.01(h) of the Credit Agreement 
dated as of May 24, 1996 (the "Credit Agreement"), among Etec Systems, 
Inc. ("Borrower"), the financial institutions listed in Schedule I to 
the Credit Agreement (the "Lenders"), and ABN AMRO Bank, N.V., as Agent 
for the Lenders, Borrower hereby requests the Lenders to extend the 
Revolving Loan Maturity Date (as defined in the Credit Agreement) for an 
additional one-year period.  If a Lender, in its sole and absolute 
discretion, consents to such request, such Lender shall evidence such 
consent by executing this letter in the space provided and returning to 
Agent two copies of this letter.
Upon the execution of a copy of this letter by each Lender, 
the return thereof to Agent and the written notification thereof by 
Agent to Borrower and Lenders, the Revolving Loan Maturity Date, as 
defined in Paragraph 1.01 of the Credit Agreement, shall be amended by 
changing the date "November  30, ____" to November  30, 20__."
Except as specifically amended hereby, all terms, covenants 
and conditions of the Credit Agreement shall remain in full force and 
effect.
Very truly yours,
ETEC SYSTEMS, INC.
By:     
      Name:     
       Title:   


ATTACHMENT B
MATTERS TO BE COVERED BY OPINION OF COUNSEL
        (1)     The execution, delivery and performance by Borrower of the 
Amendment and the consummation of the transactions contemplated thereby 
(a) are within the power of Borrower and (b) have been duly authorized 
by all necessary actions on the part of Borrower.
        (2)     The Amendment has been duly executed and delivered by 
Borrower and constitutes a legal, valid and binding obligation of 
Borrower, enforceable against Borrower in accordance with its terms, 
except as limited by bankruptcy, insolvency or other laws of general 
application relating to or affecting the enforcement of creditors' 
rights generally and general principles of equity.