FIRST 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 March 31, 1998

        THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LEASE 
AGREEMENT made as of March 31, 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 (the 
"Original Lease"); and
        WHEREAS Landlord and Tenant desire to amend the Original 
Lease as hereinafter set forth;
        NOW THEREFORE for good and valuable consideration, the 
receipt and sufficiency of which is hereby acknowledged, Landlord and 
Tenant covenant and agree as follows:
1.   Subparagraphs (c)(i) and (c)(ii) of Paragraph 1 Basic 
Rent of Exhibit D to the Original Lease is hereby deleted in its 
entirety and the following is inserted in lieu thereof:
"(i) with respect to the Project II Improvements, commencing 
on the first day of the first calendar month following the 
calendar month in which the first advance of Project II 
Costs is made and continuing on the first day of each 
calendar month thereafter to and including June 1, 1999 
(each such date also a "Basic Rent Payment Date"), Basic 
Rent with respect to the Leased Premises shall be payable 
monthly in arrears on each Basic Rent Payment Date in an 
amount equal to the product of (x) the LIBOR then in effect 
stated on an annual basis plus 150 basis points divided by 
12 multiplied by (y) the weighted average of the amount 
outstanding during the prior calendar month for Project II 
Costs (exclusive of the Project II Acquisition Fee) for the 
Project II Improvements based on the number of days each 
advance is outstanding prior to such Basic Rent Payment 
Date.  The amount set forth in the foregoing sentence shall, 
absent manifest error, be conclusively determined from the 
books and records of Landlord.  Tenant shall have the right, 
upon reasonable prior notice, to inspect Landlord's books 
and records to verify the accuracy of Landlord's calculation 
of such Basic Rent.
(ii) commencing on July 1, 1999 and continuing on the first 
day of each calendar month thereafter (each such date also a 
"Basic Rent Payment Date") until the expiration of the 
Initial Term, monthly installments of Basic Rent payable 
with respect to the Project II Improvements should be an 
amount equal to the equal monthly amortization payment 
required to pay the Project II Costs (exclusive of the 
Project II Acquisition Fee) in full over the remainder of 
the Initial Term assuming an interest rate of 8.13% per 
annum.  Promptly following the Project II Final Completion 
Date Landlord and Tenant shall execute an addendum to this 
Lease setting forth the numerical amount of the initial 
annual and monthly installments of Basic Rent with respect 
to the Project II Improvements."
        2.  Except as specifically amended hereby, the terms and 
conditions of the Original Lease shall remain in full force and effect 
from and after the date hereof the term "Lease" shall refer to the 
Original Lease as amended by this First Amendment to Second Amended and 
Restated Lease Agreement.
        3.  This First 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 First 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:  First Vice  President


By:     Corporate Property 
Associates
        14 Incorporated, Member

        By:                                     

               Title:  First Vice  President


TENANT:
ETEC SYSTEMS, INC.,
a Nevada corporation

By:                                             
Title: