SECOND AMENDMENT TO
                 SECOND AMENDED AND RESTATED LEASE AGREEMENT
                            BY AND BETWEEN
                                ET LLC,
                  a Delaware limited liability company
                                 d/b/a
                               ET QRS LLC
                              as LANDLORD
                                   and
                           ETEC SYSTEMS, INC.
                          a Nevada corporation
                              as TENANT

Premises:  Hayward, California

Dated as of May 8, 1998



        THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LEASE 
AGREEMENT made as of May 8, 1998 by and between ET LLC, a Delaware 
limited liability company d/b/a ET QRS LLC ("Landlord") and ETEC SYSTEMS 
INC., a Nevada corporation ("Tenant").

W I T N E S S E T H

        WHEREAS Landlord and Tenant entered into a certain Second Amended 
and Restated Lease Agreement, dated as of February 2, 1998, as amended 
by a First Amendment to Second Amended and Restated Lease Agreement, 
dated as of March 31, 1998 (said "Lease Agreement," as amended by said 
First Amendment, the "Original Lease"); and
        WHEREAS Landlord and Tenant now desire to amend the Original Lease 
as hereinafter set forth.
        IN CONSIDERATION OF the rents and provisions herein stipulated to 
be paid and performed, Landlord and Tenant hereby covenant and agree as 
follows:
1.   Paragraph 2.  Certain Definitions is hereby amended (a) 
by adding the phrase "as amended from time to time" to the definitions 
of Completion Agreement and Construction Agency Agreement and (b) by 
deleting the definitions of "Project I Final Completion Date," "Project 
II Final Completion Date" and "Project II Substantial Completion Date" 
in their entirety and inserting the following in lieu thereof:
(a) "Project I Final Completion Date" shall mean 
the Final Completion Date as defined in the Completion 
Agreement.
(b) "Project II Final Completion Date" shall mean 
Building 4 Final Completion Date as defined in the 
Construction Agency Agreement.
(c) "Project II Substantial Completion Date" 
shall mean Building 4 Substantial Completion Date as 
defined in the Construction Agency Agreement.
1.   Paragraph 5 Term subsection (a) is hereby amended by 
deleting the date "May 31, 2014" and inserting in lieu thereof the date 
"September 1, 2014."
2.   The following is hereby added as subparagraph (e) to 
Paragraph 20.  Procedures Upon Purchase of the Lease:
 "(e) Any offer by Tenant under paragraph 18(b), 21(d), 
23(a)(iii), 33(c) or 38(b) shall include an 
acknowledgment by Tenant of the methodology to be 
applied for purposes of determining the Prepayment 
Premium.
3.   The following is hereby added to the last sentence of 
subparagraph (a) of Paragraph 31 ", and shall include all such costs and 
expenses incurred by Landlord in connection with the issuance of 
Landlord's Series B 7.11% Senior Secured Notes Due September 1, 2014."
4.   Exhibit E Financial Covenants is hereby deleted in its 
entirety and Exhibit E attached hereto is inserted in lieu thereof.
5.   Except as is specifically amended hereby, the terms and 
conditions of the Original Lease shall remain in full force and effect 
and from and after the date hereof the term "Lease" shall refer to the 
Original Lease as amended by the Second Amendment to Second Amended and 
Restated Lease Agreement.
6.   Without limiting in any way the obligations of Tenant to 
Landlord under the Lease, the Construction Agency Agreement and the 
Completion Agreement or to Lender under the Tenant's Certificate and 
Agreement (under and as defined in the Note Purchase Agreement dated as 
of May 8, 1998 ("Note Purchase Agreement") by and between Landlord and 
Teachers Insurance and Annuity Association of America), Landlord 
acknowledges that Tenant is not obligated to cause the occurrence of the 
conditions to the Second Closing (as defined in the Note Purchase 
Agreement) and that, provided that Tenant is not in default under the 
Lease, the Construction Agency Agreement, the Completion Agreement or 
the Tenant's Certificate and Agreement, Landlord shall have no claims 
against Tenant if the Second Closing does not occur.
7.   This Second Amendment shall be binding upon the parties 
thereto and their respective successors and assigns.

        IN WITNESS WHEREOF, the parties hereto have duly executed and 
delivered this Second Amendment to Second Amended and Restated Lease 
Agreement as of the date first above written.


LANDLORD:

ET LLC, a Delaware limited 
liability company, d/b/a ET QRS 
LLC

By:     Corporate Property  
Associates
        12 Incorporated, Member

        By:                                     

               Title:  Senior Vice 
President

By:     Corporate Property 
Associates
        14 Incorporated, Member

        By:                                     

               Title:  Senior Vice 
President

TENANT:

ETEC SYSTEMS, INC.,
a Nevada corporation

By:                                     

Title:   Treasurer              


EXHIBIT E
FINANCIAL COVENANTS

        1.      Corporate Existence; Control; Mergers, Etc.
        (a)     Tenant shall maintain its corporate existence, rights and 
franchises in full force and effect in its jurisdiction of 
incorporation.  Tenant shall, and shall cause each of its Subsidiaries 
to, qualify and remain qualified as a foreign corporation in each 
jurisdiction in which failure to receive or retain such qualification 
would have an adverse effect on the business, operations or financial 
condition of the enterprise comprised of the Tenant and its Subsidiaries 
taken as a whole.
        (b)     At no time during the Term shall any Person acquire directly 
or indirectly more than 50% of any class of Tenant's Voting Interests.
        (c)     Tenant shall not consolidate with or merge with any other 
Person, or make any Investment, unless an Event of Default does not then 
exist and, immediately following such consolidation, merger, or 
Investment (i) the surviving corporation with respect to a merger or 
consolidation or Tenant with respect to an Investment shall have, on a 
proforma basis, an Adjusted Consolidated Net Worth of not less than the 
sum of (A) Fifty-three Million Dollars ($53,000,000) and (B) an amount 
equal to sixty percent (60%) of the Consolidated Net Income of Tenant 
for each fiscal quarter in which Consolidated Net Income is positive, 
but with no adjustment for each fiscal quarter in which Consolidated Net 
Income is negative, on a cumulative basis (calculated at the end of each 
fiscal quarter), commencing with the fiscal quarter of Tenant that 
commenced August 1, 1996 and continuing for each quarter to and 
including the end of the fiscal quarter immediately prior to the fiscal 
quarter in which such merger, consolidation or Investment occurs, (ii) 
the Board of Directors of Tenant immediately prior to such merger, 
consolidation or Investment remains in control following such merger, 
consolidation or Investment, (iii) the senior management of the 
surviving corporation with respect to a merger or consolidation or of 
Tenant with respect to an Investment does not substantially change 
immediately following such merger, consolidation or Investment and 
(iv) after giving effect to such merger, consolidation or Investment, an 
Event of Default does not then exist.  This Section 1(c) shall not apply 
(x) to a merger with a Person that is a Subsidiary of Tenant as of 
December 31, 1994 nor a wholly-owned Subsidiary of Tenant if, in each 
case, Tenant is the surviving entity, or (y) to any Investment in a 
Subsidiary that is consolidated with Tenant for financial reporting 
purposes, provided that, immediately following the Investment and having 
given effect thereto, Tenant is otherwise in compliance with all 
provisions of this Exhibit E.
        (d)     The Tenant shall not, except as specifically permitted 
under, and in accordance with the terms of Paragraph 21 of this Lease, 
in a single transaction or series of related transactions, sell or 
convey, transfer, abandon or lease all or substantially all of its 
assets to any Person.
        (e)     The Tenant shall not make any substantial change in the 
nature of its business.

2.      Debt and Restricted Payments.
        (a)     Tenant will not, directly or indirectly make, or cause or 
permit any Subsidiary of the Tenant to make, any Restricted Payment, 
unless at the time thereof, and after giving effect thereto:
                (i)  the Tenant's Adjusted Consolidated Net Worth 
equals or exceeds $53,000,000 as of the end of the month 
preceding the date of such Restricted Payment; and
                (ii)  such Restricted Payment, together with all other 
Restricted Payments made from the commencement date of the 
Term to the date of such Restricted Payment does not exceed 
the sum of 40% of the Tenant's Consolidated Net Income on a 
cumulative basis beginning with and including the fiscal 
year in which the Term commenced to the month immediately 
preceding the date of such Restricted Payment.
        (b)     The Tenant will not become or be a guarantor or surety of, 
or otherwise incur any Contingent Obligation or become or be responsible 
in any manner (whether by agreement to purchase any obligations, stock, 
assets, goods or services, or to supply or advance any funds, assets, 
goods or services, or otherwise) with respect to, any undertaking of any 
other Person (except as to any Subsidiary), other than Contingent 
Obligations which meet any one of the following criteria:
                (i)  a Contingent Obligation which, when added to 
other Contingent Obligations then outstanding, does not 
exceed Fifteen Million Dollars ($15,000,000), less the 
amount of Funded Debt outstanding at such time under clause 
(iii) of paragraph (c) below, or
                (ii)  a Contingent Obligation which, when added to the 
aggregate amount of all other Contingent Obligations then 
outstanding, does not exceed an amount equal to (A) three 
(3) times Consolidated EBIDTA for the most recent four (4) 
fiscal quarters ending immediately prior to the date of 
creation of such new Contingent Obligation, minus (B) the 
amount of Funded Debt outstanding under clause (iv) of 
paragraph (c) below as of the same date.
        (c)     Tenant will not, and will not permit any Subsidiary directly 
or indirectly to, incur, create, assume any Indebtedness other than 
Indebtedness which meets any one of the following criteria
        (i)  Funded Debt outstanding on the Closing Date and 
reflected in the audited financial statements described in 
Paragraph 28(b),
        (ii)  Funded Debt that replaces or refinances the Funded 
Debt described in (i) above and is repayable on the basis of an 
amortization schedule substantially similar to, or having lower 
scheduled payments than, the amortization schedule for the Funded 
Debt outstanding on the Closing Date, 
        (iii)  Funded Debt up to a maximum principal amount of 
Fifteen Million Dollars ($15,000,000) at any time outstanding, 
less the amount of Contingent Obligations outstanding at such time 
under clause (i) of paragraph (b) above,
        (iv)  Funded Debt (not including for this purpose Funded 
Debt permitted under clause (iii) above or Qualified Subordinated 
Debt) up to three (3) times Consolidated EBIDTA for the most 
recent four (4) fiscal quarters ending immediately prior to such 
date of determination on a proforma basis, reduced by the amount 
of Contingent Obligations outstanding at such time under clause 
(ii) of paragraph (b) above, or
        (v)  Qualified Subordinated Debt.

        3.      Consolidated Net Worth.  Consolidated Net Worth shall not as 
of the end of each fiscal quarter of Tenant that ends on and after 
January 31, 1997 be less than an amount equal to the sum of 
(a) $53,000,000 and (b) 60% of Consolidated Net Income for each fiscal 
quarter in which Consolidated Net Income is positive, with no adjustment 
for each fiscal quarter in which Consolidated Net Income is negative, on 
a cumulative basis (calculated at the end of each fiscal quarter 
commencing with the fiscal quarter of Tenant that commenced August 1, 
1996).

        4.      Definitions.  For the purpose of this Exhibit "E" the 
following terms shall have the following meanings:
        (a)     "Adjusted Consolidated Net Worth" shall mean, at any date, 
the net worth of Tenant and its consolidated Subsidiaries on a 
consolidated basis, determined in accordance with GAAP, except that any 
Qualified Subordinated Debt of Tenant shall be computed as equity.
        (b)     "Affiliate" shall mean as to any Person, any other Person 
controlled by, under common control with, or controlling, such Person.
        (c)     "Closing Date" shall mean February 2, 1998.
        (d)     "Consolidated EBIDTA" for any period, with respect to Tenant 
and its consolidated Subsidiaries, shall mean earnings from continuing 
operations, exclusive of extraordinary items, if any, before interest 
expense, depreciation, taxes, amortization expense (including 
amortization of debt issuance costs) and less capital expenditures.
        (e)     "Consolidated Net Income" shall mean, for any period, the 
aggregate net income (or loss) of Tenant, and its Subsidiaries for such 
period on a consolidated basis, determined in accordance with GAAP.
        (f)     "Consolidated Net Worth" shall mean, at any date, the net 
worth of Tenant and its consolidated Subsidiaries on a consolidated 
basis, determined in accordance with GAAP.
        (g)     "Contingent Obligation" as to any Person shall mean the 
undrawn face amount of any letters of credit issued for the account of 
such Person and shall also mean any obligation of such Person 
guaranteeing or in effect guaranteeing any Indebtedness, leases, 
dividends, letters of credit or other obligations ("primary 
obligations") of any other Person other than a Subsidiary (the "primary 
obligor") in any manner, whether directly or indirectly including, 
without limitation, any obligation of such Person, whether or not 
contingent, (a) to purchase any such primary obligation or any property 
constituting direct or indirect security therefor, (b) to advance or 
supply funds (i) for the purchase or payment of any such primary 
obligation or (ii) to maintain working capital or equity capital of the 
primary obligor or otherwise to maintain the financial condition or 
solvency of the primary obligor, (c) to purchase property, securities or 
services primarily for the purpose of assuring the obligee under any 
such primary obligation of the ability of the primary obligor to make 
payment of such primary obligation or (d) otherwise to  assure or hold 
harmless the obligee under such primary obligation against loss in 
respect thereof; provided, however, that the term Contingent Obligation 
shall not include (x) endorsements of instruments for deposit or 
collection in the ordinary course of business or (y) usual and customary 
representations and warranties contained in loan and other financing 
agreements.  The amount of any Contingent Obligation shall be deemed to 
be an amount equal to the stated or determinable amount of the primary 
obligation or, where such Contingent Obligation is specifically limited 
to a portion of any such primary obligation, that portion to which it is 
limited.
        (h)     "Funded Debt" of any Person shall mean all Indebtedness of 
such Person which in accordance with GAAP would be classified on a 
balance sheet as long term debt, and shall in any event include (without 
duplication) all Indebtedness, whether secured or unsecured, having a 
final maturity (or which, pursuant to the terms of a revolving credit 
agreement or otherwise is renewable or extendible at the option of the 
obligor for a period ending) more than one year after the date of the 
creation thereof (including, without limitation, any portion of such 
Funded Debt maturing in less than one year) and money borrowed for 
working capital purposes unless for a period of not less than sixty (60) 
consecutive days in any period of twelve (12) consecutive months such 
obligations are reduced to zero.
        (i)     "GAAP" shall mean generally accepted accounting principles 
as in effect from time to time in the United States of America, applied 
on a consistent basis.
        (j)     "Indebtedness" of any Person shall mean, as of any date, all 
obligations which would in accordance with GAAP be classified as debt, 
and shall include (a) all obligations of such Person for borrowed money, 
(b) all obligations of such person in respect of letters of credit, 
surety bonds or similar obligations issued for the account of such 
Person, (c) all obligations of such Person as lessee, user or obligor 
under any lease of real or personal property which, in accordance with 
GAAP, are or should be capitalized on the books of the lessee, user or 
obligor (excluding, in the case of Tenant, any lease classified in 
accordance with GAAP as an operating lease), (d) all obligations of such 
Person in respect of the deferred purchase price for goods, property or 
services acquired by such Person, (e) all obligations of such Person to 
purchase goods, property or services where payment therefor is required 
regardless of whether delivery  of such goods or property or the 
performance of such services is ever made or tendered, (f) all 
obligations of such Person in respect of any interest rate or currency 
swap, rate cap or other similar transaction (valued in an amount equal 
to the highest termination payment, if any, that would be payable by 
such Person upon termination for any reason on the date of 
determination), and (g) all obligations of others similar in character 
to those described in clauses (a) through (f) of this definition to the 
extent such person is liable, contingently or otherwise, as obligor, 
guarantor or in any other capacity, or in respect of which obligations 
such Person assures a creditor against loss or agrees to take any action 
to prevent any such loss (other than endorsements of negotiable 
instruments for collection in the ordinary course of business), 
including, without limitation, all obligations of such Person to advance 
funds to, or to purchase property or services from, any other Person in 
order to maintain the financial condition of such other Person and, in 
the case of Tenant, all Indebtedness which is non-recourse to the credit 
of Tenant but which is secured by the assets or property of Tenant (but 
excluding any such non-recourse Indebtedness of Subsidiaries of Tenant 
in which Tenant has no liability).  Indebtedness shall not include money 
borrowed for working capital purposes so long as for a period of not 
less than sixty (60) consecutive days in any period of twelve (12) 
consecutive months such obligations are reduced to zero.  Any 
Indebtedness which is extended or renewed (other than by an option 
created with the original creation of such Indebtedness) will be deemed 
to have been created when extended or renewed.
        (k)     "Investment" shall mean the acquisition of any equity 
security issued by another Person or the making of any loan or advance 
to another Person, other than in connection with the management of cash 
or liquid assets.
        (l)     "Person" shall mean an individual, partnership, association, 
corporation, limited liability company or other entity.
        (m)     "Qualified Subordinated Debt" means Indebtedness which 
satisfies the criteria set forth on the attached Schedule 1.
        (n)     "Restricted Payment" shall mean and include (a) any direct 
or indirect purchase, redemption or other acquisition or retirement for 
value of any equity security of Tenant or any option, warrant or right 
to acquire any such equity security, or any security convertible into or 
exchangeable for any such equity security, (b) any dividend, 
distribution, loan advance, guarantee, extension of credit or other 
payment of transfer, whether in cash or property and whether direct or 
indirect, to or for the benefit any Person holding an equity interest in 
the Tenant, whether or not such interest is evidenced by a security, or 
any Affiliate of any such Person, and (c) any direct or indirect 
purchase, redemption, prepayment or other acquisition or retirement for 
value, prior to its stated maturity, scheduled repayment or scheduled 
sinking fund payment of any Qualified Subordinated Debt of the Tenant or 
any Subsidiary held by any Person described in clause (b) above; 
provided, however, that so long as an Event of Default shall not exist, 
the term Restricted Payment shall not include (i) the repurchase by 
Tenant of stock in Tenant for an amount not to exceed on a cumulative 
basis the sum of $2,500,000 and the cash purchase price received by 
Tenant from the sale of stock in Tenant to employees, consultants or 
directors or prospective employees, consultants or directors, or (ii) 
the repayment of Qualified Subordinated Debt (including any interest 
thereof, whether current, "blocked" or accrued) from (A) the proceeds of 
an initial public offering or (B) from cash balances of Tenant so long 
as following such payment Tenant will have cash balances, on a proforma 
basis, of not less than $10,000,000 and is otherwise in compliance with 
the Covenants.
        (o)     "Subsidiary" of any Person (the "Parent") means another 
Person a majority of the Voting Interest in which is owned, or the 
management of which is otherwise controlled, directly or indirectly, 
through one or intermediaries, or both, by the Parent.
        (p)     "Voting Interests" means shares of stock of a corporation or 
other interests in other types of Person having ordinary voting power to 
elect the board of directors of such corporation or similarly direct or 
control the management of such other Person.

Schedule 1
PROVISIONS APPLICABLE TO
QUALIFIED SUBORDINATED DEBT

        (a)     Qualified Subordinated Debt shall at all times be 
wholly subordinate and junior in right of payment to indebtedness of 
Tenant which in all events must include payments of Rent under the Lease 
(herein called "Superior Indebtedness"), upon substantially the 
following terms and conditions or such other terms and conditions as may 
be reasonably approved by Landlord and Lender (and Landlord in all 
events must be defined to be a "holder" of Superior Indebtedness):
                (1)     In the event of any liquidation, 
dissolution or winding up of Tenant, or of any execution, 
sale, receivership, insolvency, bankruptcy, liquidation, 
readjustment, reorganization or other similar proceeding 
relative to Tenant or its property, all principal and 
interest owing on, or payments of rent in respect of, all 
Superior Indebtedness shall first be irrevocably paid in 
full before any payment is made upon the indebtedness 
evidenced by the subordinated notes; and in any such event 
any payment or distribution of any kind or character, 
whether in cash, property or securities (other than in 
securities, including equity securities, or other evidences 
of indebtedness, the payment of which is subordinated to the 
payment of all Superior Indebtedness which may at the time 
be outstanding) which shall be made upon or in respect of 
the subordinated notes shall be paid over to the holders of 
such Superior Indebtedness, pro rata, for application in 
payment thereof unless and until such Superior Indebtedness 
shall have been paid or satisfied in full; 
                (2)     In the event that either (A) the maturity 
of any Superior Indebtedness is accelerated or Landlord has 
given notice to Tenant of its intention to terminate the 
Lease or require Tenant to make an irrevocable offer to 
terminate the Lease followng an Event of Default thereunder 
or (B) the subordinated notes are declared or become due and 
payable because of the occurrence of any event of default 
thereunder (or under the agreement or indenture, as 
appropriate) or otherwise than at the option of Tenant, in 
either case, under circumstances when the foregoing 
clause (1) shall not be applicable, the holders of the 
subordinated notes shall be entitled to payments only after 
there shall first have been paid in full all Superior 
Indebtedness outstanding at the time of the occurrence of 
the events specified in subclauses (A) or (B) above, or 
payment shall have been provided for in a manner 
satisfactory to the holders of such Superior Indebtedness; 
and
                (3)     During the continuance of (A) any default with 
respect to any Superior Indebtedness, or (B) any Event of 
Default under the Lease, which would permit the holders 
thereof to accelerate the maturity of such Superior 
Indebtedness, no payment of principal, premium or interest 
shall be made on the subordinated notes, if written notice 
of such default (a "Default Notice") has been given to 
Tenant by any holder or holders of any Superior 
Indebtedness, for a period of not less than one hundred 
eighty (180) days following receipt of any Default Notice.  
Upon receipt of any Default Notice from the holders of 
Superior Indebtedness pursuant to this clause (3), Tenant 
shall forthwith send a copy thereof to each holder of the 
subordinated notes at the time outstanding.  Any payment or 
distribution of any kind or character, whether in cash, 
property or securities made with respect to any subordinated 
note after receipt by Tenant of a Default Notice shall be 
held by the holder of such subordinated note in trust for 
the benefit of, and shall be paid over to, the holders of 
such Superior Indebtedness for application on a pro rata 
basis to the payment of such Superior Indebtedness unless 
and until such Superior Indebtedness shall have been paid or 
satisfied in full.
        (b)             No right of any holder of any Superior 
Indebtedness to enforce subordination as herein provided 
shall at any time or in any way be affected or impaired by 
any failure to act on the part of Tenant or the holders of 
Superior Indebtedness, or by any noncompliance by Tenant 
with any of the terms, provisions and covenants of the 
subordinated notes or the agreement under which they are 
issued, regardless of any knowledge thereof that any such 
holder of Superior Indebtedness may have or be otherwise 
charged with.
        (c)     Tenant agrees, for the benefit of the holders of Superior 
Indebtedness, that in the event that any subordinated note is declared 
due and payable before its expressed maturity because of the occurrence 
of a default hereunder, Tenant will give prompt notice in writing of 
such happening to the holders of Superior Indebtedness.
        (d)     The foregoing provisions are solely for the purpose of 
defining the relative rights of the holders of Superior Indebtedness on 
the one hand, and the holders of the subordinated notes on the other 
hand, and nothing herein shall impair, as between Tenant and the holders 
of the subordinated notes, the obligation of Tenant which is 
unconditional and absolute, to pay the principal, premium, if any, and 
interest on the subordinated notes in accordance with their terms, nor 
shall anything herein prevent the holders of the subordinated notes from 
exercising all remedies otherwise permitted by applicable law or 
hereunder upon default hereunder, subject to the rights of the holders 
of Superior Indebtedness as herein provided for.