<PAGE>
 
                                                                    EXHIBIT 10.1
                                        
                          PURCHASE AND SALE AGREEMENT
                          ---------------------------
                                  Lots 1 and 2
                                  ------------
                          Tanasbourne Commerce Center
                          ---------------------------
                                        

1. Summary of Terms.
--------------------

<TABLE>
<S>                             <C>                                 <C>                                <C>
   1.1                          Date of this Agreement:             August 13, 1997
 
   1.2                          Parties:     PURCHASER:            Etec Systems, Inc., a Nevada Corporation
                                                                   c/o Ms. Yvone Hobbs, Director of Facilities
                                                                   26460 Corporate Avenue
                                                                   Hayword, CA  94545
                                                                   Telephone: (510) 783-9210 Facsimile: (510) 780-3845
 
                                             SELLER:               Standard Insurance Company, an Oregon corporation
                                                                   c/o Jan Espy
                                                                   1100 SW Sixth Avenue
                                                                   Portland, OR  97204
                                                                   Telephone: (503) 321-7006
 
   Property/Location:                                              Lots 1 and 2
   (Paragraph 3)                                                   Tanasbourne Commerce Center
                                                                   Hillsboro, Oregon
 
   Purchase Price:                                                 $3.64 per net usable square foot, as surveyed               
   (Paragraph 4)                                                   $2,398,065.00 
 
   Terms:                                                          (a) Cash earnest money, cash at close of escrow
   (Paragraph 4)                                                   (b) Purchase is approximately 15.12 acres
 
   Deposit:                                                        $50,000.00 cash at opening of escrow    
                                                                                               
   (Paragraph 5.a)                                                                                   
                                                                                                     
   Escrow Holder:                                                  First American Title Insurance Company 
   (Paragraph 6)                                                   200 SW Market Street              
                                                                   Portland, OR  97201-5786          
                                                                   Telephone:  (503) 795-7600        
                                                                                                     
   Closing Date:                                                   Wednesday, November 12, 1997      
   (Paragraph 6)                                                                                     
                                                                                                     
   Contingency Period:                                             Tuesday, September 30, 1997       
   (Paragraph 8)                                                                                     
                                                                                                     
   Option to Extend:                                               One (1) Thirty day option to extend Contingency Period         
   (Paragraph 8)                                                   Additional Deposit of $25,000, cash, extend to                   
                                                                   October 29, 1997                   
 
   Right to Repurchase:                                            SELLER Right to Repurchase if construction fails to
   (Paragraph 25)                                                  commence within thirty-six (36) months
</TABLE>
The summary of terms included in this paragraph is for reference purposes only,
and each term shall be construed in conjunction and limited by references
appearing in other provisions of this Purchase and Sale Agreement.  In the event
of any conflict between the summary and the more specific description appearing
in the following paragraphs of the document, the detailed provisions which
follow shall apply.
<PAGE>
 
2. PARTIES.  THIS AGREEMENT is made and entered into by and between STANDARD
   --------                                                                 
        INSURANCE COMPANY, an Oregon corporation, (hereinafter referred to as
        "SELLER"), and ETEC SYSTEMS, INC., a Nevada corporation and/or assigns
        (hereinafter referred to as "PURCHASER") as of the date specified in
        Paragraph 1.1.

3. PROPERTY.  PURCHASER will purchase from SELLER and SELLER will sell to
   --------                                                              
        PURCHASER the Property on the terms herein set forth. The term
        "Property" means collectively the following: Lot 1 and Lot 2,
        Tanasbourne Commerce Center in Hillsboro, Oregon, described on Exhibit
        "A" attached hereto and all rights, privileges and appurtenances
        thereunto belonging or appertaining, including all rights, title and
        interest of SELLER in and to the streets, alleys and rights-of-way
        adjacent thereto and any easements benefiting such land ("Real
        Property"); all improvements and fixtures located on the Real Property
        ("Improvements"); all assignable continuing contracts, business
        licenses, utility contracts, plans and specifications, warranties,
        governmental approvals and development rights (if any) related to the
        Real Property and/or the Improvements and/or any part thereof (the
        "Intangible Property").

  (a)   REDUCTION OF LANDSCAPE AND SIGN EASEMENT.  Prior to closing SELLER, at
        ----------------------------------------                              
           SELLER'S expense, shall construct a retaining wall and reduce the
           Landscape and Sign Easement area at the southwest corner of Lot 1, to
           increase the useable area of Lot 1 to approximately 5.457 acres.

4. PURCHASE PRICE.  The total purchase price ("Purchase Price") shall be
   --------------                                                       
        calculated by using the exact net usable square footage as surveyed,
        multiplied by $4.00 per square foot for areas outside the Bonneville
        Power Administration (BPA) easement areas, Landscape and Sign
        Maintenance Areas and $2.50 per square foot for the land inside the
        forgoing areas. The BPA Access roadway shall not be included in the
        pricing. Sales price is approximately Two Million Thirty Thousand Four
        Hundred Nineteen Dollars ($2,030,419) for the useable portions of Lots 1
        and 2, and approximately Three Hundred Sixty Seven Thousand Six Hundred
        Six Dollars ($367,646) for the BPA easement area, Landscape and Sign
        Easement areas, for a total Purchase Price of approximately TWO MILLION
        THREE HUNDRED NINETY EIGHT THOUSAND SIXTY FIVE DOLLARS ($2,398,065),
        paid in cash at closing.

5. PAYMENT OF PURCHASE PRICE.  Purchase Price shall be paid by PURCHASER to
   -------------------------                                               
        SELLER through "Escrow Holder" (as defined below) as follows:

   (a) DEPOSIT.  Upon execution of this Agreement, PURCHASER shall deposit in
       -------                                                               
           "Escrow" (as defined below) an earnest money deposit in the amount of
           Fifty Thousand Dollars ($50,000.00) (the "Deposit"). The Escrow
           Holder shall invest the Deposit held by it in a federally insured,
           interest-bearing account. The accrued interest shall be treated as
           part of the Deposit. If the Deposit is retained by the SELLER, the
           SELLER shall receive the interest. If the Deposit is returned to the
           PURCHASER, the PURCHASER shall receive the interest. At Closing, the
           Deposit, together with interest on it, shall be credited toward
           payment of the Purchase Price.

   (b) BALANCE OF PURCHASE PRICE DUE ON CLOSING.  At the "Close of Escrow" (as
       ----------------------------------------                               
           defined below), PURCHASER shall pay into Escrow, by certified or bank
           check or wire transfer, for SELLER'S account the balance of the
           Purchase Price, which, when added to the Deposit, shall be equal to
           the Purchase Price referenced in Paragraph 4. PURCHASER shall also
           pay into Escrow such additional amounts as are assessed against
           PURCHASER as "Closing Costs" as defined in Paragraph 14 and
           "Prorations" as described in Paragraph 15.

6. ESCROW AND CLOSING DATES. The "Escrow Holder" shall be First American Title
   ------------------------                                                   
        Insurance Company, 200 SW Market Street, Portland, OR 97201-5786,
        Attention: Ms. Patricia Parsons, Vice President, telephone number (503-
        795-7600). SELLER shall deliver a fully executed copy of this Agreement
        to Escrow Holder within five (5) days of receipt of the Agreement
        executed by PURCHASER. The "Opening of Escrow" shall be deemed to be
        that date on which SELLER delivers to escrow the fully executed
        documents. The "Close of Escrow" or "Closing Date" shall be no later
        than WEDNESDAY, NOVEMBER 12, 1997, unless extended pursuant to the
<PAGE>
 
     terms of this Agreement. This Agreement shall serve as escrow instructions.
     Supplementary instructions may be provided in writing and executed by both
     SELLER and PURCHASER.

7. PRELIMINARY TITLE REPORT AND TITLE INSURANCE.  The "Title Company" shall be
   --------------------------------------------                               
        First American Title Insurance Company, 200 SW Market Street, Portland,
        OR 97201-5786, telephone number (503-795-7600). SELLER will cause the
        Title Company to issue its commitment to insure PURCHASER'S title in an
        amount equal to the Purchase Price ("Commitment"), and shall cause the
        same, with copies of all documents referred to therein, to be delivered
        to PURCHASER within ten business (10) days from Opening of Escrow. At
        the Close of Escrow, SELLER shall cause the Title Company, at SELLER'S
        sole expense, to issue to PURCHASER an ALTA extended coverage owners'
        policy of title insurance showing good and marketable fee title to the
        Property vested in PURCHASER (the "Title Policy"). PURCHASER shall pay
        for any endorsements to the Title Policy. The issued Title Policy shall
        contain a liability limit in an amount equal to the Purchase Price and
        shall contain only those exceptions approved by PURCHASER as provided in
        Paragraph 6(c) ("Permitted Exceptions").

8. CONDITIONS PRECEDENT.  In addition to any other requirements or conditions to
   --------------------                                                         
        Close of Escrow, PURCHASER'S obligations hereunder to purchase and pay
        for the Property shall be subject to the conditions precedent set forth
        in this Paragraph 8, which shall be satisfied or waived on or before the
        time and date specified below or before Closing if no time is specified.
        If they are not so satisfied or waived, this Agreement and the Escrow
        shall, at PURCHASER'S option, terminate; and Escrow Agent shall return
        the Deposit to PURCHASER.

   (a) PHYSICAL AND ECONOMIC SUITABILITY.  PURCHASER shall have until 5:00 PM,
       ---------------------------------                                      
           TUESDAY, SEPTEMBER 30, 1997 (the "Inspection Period") to inspect the
           Property and make whatever other inquiry it deems appropriate to
           determine the physical and economic suitability of the Property for
           PURCHASER'S intended use and the environmental condition of the
           Property. PURCHASER may engage consultants or engineers of the
           PURCHASER'S choosing to conduct studies of the Property as the
           PURCHASER deems necessary. The PURCHASER or its agents shall have the
           right to enter the Property at reasonable times to make such tests,
           inspections, studies, and other investigations as the PURCHASER may
           require, at the PURCHASER'S expense and risk. The PURCHASER shall
           indemnify and hold the SELLER harmless from any loss, damage, or
           claim arising out of the PURCHASER'S access to the Property for the
           purpose of making tests, inspections, studies, and other
           investigations. PURCHASER shall notify SELLER in writing on or before
           the end of the Inspection Period whether or not the results of
           PURCHASER'S inspection satisfy PURCHASER that the Property is
           suitable for its intended use. In the event PURCHASER elects to
           terminate this Agreement, PURCHASER shall provide SELLER with copies
           of any such tests, studies and other investigations conducted by
           PURCHASER under the provisions of this paragraph. PURCHASER may, upon
           deposit of an additional Twenty Five Thousand Dollars ($25,000.00) in
           cash and not later than Tuesday, September 30, 1997, extend this
           contingency period by an additional thirty (30) days to 5:00 PM,
           Wednesday, October 29, 1997. Said additional deposit and the Deposit
           shall be non-refundable in the event this transaction fails to close
           through no fault of SELLER, but shall be fully applicable to the
           Purchase Price at Close of Escrow.

   (b) SURVEY AND LOT SIZE.  No later than fifteen (15) business days after the
       -------------------                                                     
           Opening of Escrow, SELLER, at its expense, shall deliver to PURCHASER
           four (4) copies of an ALTA survey of the Property prepared by and
           certified by a licensed surveyor or engineer.

   (i) PURCHASER shall notify SELLER in writing of any objections to the
              survey within fifteen (15) business days of receipt of the survey.
              Failure of PURCHASER to so notify SELLER shall constitute
              PURCHASER'S acceptance of the survey; and election to proceed with
              the purchase.

   (ii) The Purchase Price will be determined by multiplying the land prices
              described in Paragraph 3 by the net usable square footage of the
              Property. Net usable square footage means total square footage
              less portions below the 100 year flood plain.

   (c) REVIEW OF COMMITMENT.  PURCHASER shall have fifteen (15) business days
       --------------------                                                  
        after receipt of the Commitment and copies of all documents mentioned
        therein within which to notify SELLER and Escrow Holder in writing of
        PURCHASER'S approval or disapproval of any exceptions shown therein. All
        approved exceptions shall be permitted exceptions
<PAGE>
 
        ("Permitted Exceptions"). Prior to Closing, SELLER shall satisfy all
        exceptions not accepted by PURCHASER which can be removed at Closing by
        the payment of money. In the event of disapproval of any other
        exceptions, SELLER shall have ten (10) business days within which to
        advise PURCHASER whether or not it will eliminate any disapproved
        exceptions from the policy of title insurance to be issued in favor of
        PURCHASER. If SELLER fails to notify PURCHASER within such ten (10)
        business day period or notifies PURCHASER that it elects not to
        eliminate any disapproved exception, or if PURCHASER is not satisfied,
        in its discretion, with SELLER S means of eliminating all exceptions,
        PURCHASER may determine on or before the end of the Inspection Period
        whether or not it elects to proceed with the purchase. PURCHASER shall
        notify SELLER and Escrow Holder in writing if it elects not to purchase
        the Property.

   (d) NO MATERIAL CHANGES.  At the Closing Date, there shall have been no
       -------------------                                                
        material adverse changes related to or connected to the Property since
        the end of the Inspection Period.

   (e) SELLER DELIVERIES.  Within ten (10) business days after the Opening of
       -----------------                                                     
        Escrow, SELLER shall provide to PURCHASER without any warranty or
        representation complete copies of any of the following in SELLER'S
        possession relating to the Property:

   (i)   Environmental reports on the Property, if available.

   (ii)  Wetlands reports or flood plain analysis performed on the Property.

   (iii) Soils or geotechnical reports performed on the Property.

   (iv)  All applicable governmental permits, approvals, orders, and related
           documents.

9. SELLER'S REPRESENTATIONS AND WARRANTIES.  SELLER makes the following
   ---------------------------------------                             
         representations and warranties to PURCHASER:

   (a) SELLER is the owner of all right, title and interest in the Property and
           has the absolute right, power and authority to sell, transfer and
           assign the Property to PURCHASER. All requisite action (corporate,
           trust, partnership, or otherwise) has been taken by the SELLER in
           connection with entering into this Agreement, the instruments
           referred to herein, and the consummation of the transactions
           contemplated herein. No further consent of any partner, shareholder,
           creditor, investor, judicial or administrative body, governmental
           authority, or other party is required.

   (b) The persons executing this Agreement and the instruments referred to
           herein on behalf of the SELLER and the partners, officers, or
           trustees of the SELLER, if any, have the legal power, right, and
           actual authority to bind the SELLER to the terms and conditions of
           this Agreement.

   (c) This Agreement and all documents required to be executed by the SELLER
           are and shall be valid, legally binding obligations of and
           enforceable against the SELLER in accordance with their terms.

   (d) Neither the execution and delivery of this Agreement and documents
           referred to herein, nor the incurring of the obligations set forth
           herein, nor the consummation of the transactions herein contemplated,
           nor compliance with the terms of this Agreement and the documents
           referred to herein conflict with or result in the material breach of
           any terms, conditions, or provisions of, or constitute a default
           under any bond, note, or other evidence of indebtedness, or any
           contract, indenture, mortgage, deed of trust, loan, partnership
           agreement, lease, or other agreements or instruments to which the
           SELLER is a party or affecting the Property.

   (e) The SELLER represents and warrants that, to the best of SELLER'S
           knowledge and belief, there is:

   (i) No current or proposed action by any governmental body to condemn or
           acquire through eminent domain any portion of the Property;

<PAGE>
 
   (ii) SELLER has received no notice from any governmental body that the
           Property is in violation of any applicable law, ordinance or
           regulation, nor does SELLER know of any facts which constitute a
           violation; and

   (iii)  There is no litigation pending or threatened against SELLER or any
           other facts known to SELLER that would have any material adverse
           impact on the value of the Property or prevent SELLER from engaging
           in this transaction.

   (f) The information contained in the recitals is true and correct.

   (g) The SELLER represents that, to the best of SELLER'S knowledge and belief
           but without undertaking any inspection, no Hazardous Substance has
           been placed , stored, spilled, leaked, released or in any way allowed
           to contaminate the Property during SELLER'S ownership of the
           Property. The SELLER further represents and warrants that during the
           term of SELLER'S ownership of the Property, SELLER has not placed,
           stored, spilled, leaked, or released any Hazardous Substance on the
           Property. Hazardous Substance shall be defined, for purposes of this
           Agreement, as any hazardous, toxic, infectious or radioactive
           substance, waste or material as defined or listed by any
           Environmental Law and shall include, without limitation, petroleum
           oil and its fractions. Environmental Law shall be defined, for
           purposes of this Agreement, as any federal, state or local statute,
           regulation or ordinance or any judicial or other governmental order
           pertaining to the protection of health, safety or the environment

   (h)  The SELLER is the legal and beneficial fee simple titleholder of the
           Property and has good, marketable, and insurable title to the
           Property, free and clear of all liens, encumbrances, claims,
           covenants, conditions, restrictions, easements, rights of way,
           options, judgments, or other matters, except as disclosed by the
           preliminary title report. There shall be no change in the ownership,
           operation, or control of the SELLER from the date of this Agreement
           until the Closing Date.

    (i) The SELLER'S representations and warranties contained herein are true
           and accurate, and are not misleading. The SELLER'S representations
           and warranties contained herein shall be continuing and shall be true
           and correct as of the Closing Date with the same force and effect as
           if remade by the SELLER in a separate certificate at that time. The
           SELLER S representations and warranties contained herein shall
           survive the close of escrow and shall not merge into the deed and the
           recordation of the deed in the official records. SELLER agrees to
           indemnify, defend, protect and hold harmless PURCHASER from and
           against any claims, demands, lawsuits, liabilities, costs and
           expenses (including attorney's fees) arising out of any inaccuracy in
           or breach of any representation or warranty of SELLER under this
           Paragraph 9, provided that a claim by PURCHASER arising from breach
           of representation or warranty under this Paragraph 9 shall be barred
           unless PURCHASER gives SELLER notification of such claim within one
           year following the closing date.

10.  PURCHASER'S REPRESENTATIONS AND WARRANTIES.  In addition to any express
     ------------------------------------------                             
     agreements of the PURCHASER contained herein, the following constitute
     representations and warranties of the PURCHASER to the SELLER:

   (a) The PURCHASER has the legal power, right, and authority to enter into
           this Agreement and the instruments referred to herein and to
           consummate the transactions contemplated herein.
<PAGE>
 
   (b) All requisite action (corporate, trust, partnership, or otherwise)
             has been taken by the PURCHASER in connection with entering into
             this Agreement and the instruments referred to herein and the
             consummation of the transactions contemplated herein. No further
             consent of any partner, shareholder, creditor, investor, judicial
             or administrative body, governmental authority, or other party is
             required.

   (c) The persons executing this Agreement and the instruments referred to
           herein on behalf of the PURCHASER have the legal power, right, and
           actual authority to bind the PURCHASER to the terms and conditions of
           this Agreement.

   (d) This Agreement and all documents required by it to be executed by the
           PURCHASER are and shall be valid, legally binding obligations of, and
           enforceable against the PURCHASER in accordance with their terms.

   (e) Neither the execution and delivery of this Agreement and documents
           referred to herein, nor the incurring of the obligations set forth
           herein, nor the consummation of the transactions contemplated, nor
           compliance with the terms of this Agreement and the documents
           referred to herein conflicts with or results in the material breach
           of any terms, conditions, or provisions of or constitute a default
           under any bond, note, or other evidence of indebtedness, or any
           contract, indenture, mortgage, deed of trust, loan, partnership
           agreement, lease, or other agreements or instruments to which the
           PURCHASER is a party.

11. FORFEITABILITY OF DEPOSIT.  Upon the passage of the Inspection Period with
    -------------------------                                                 
    PURCHASER'S satisfaction of the conditions in Paragraph 8 or waiver of any
    objections, and if the sale and purchase of the Property fails to Close, and
    such failure is not due to a default under the terms of this Agreement by
    SELLER, or failure of any condition to Closing, the Deposit and any option
    fees shall be paid to SELLER and PURCHASER authorizes and instructs Escrow
    Agent to deliver the Deposit to SELLER.  SELLER and PURCHASER acknowledge
    that SELLER S damage would be difficult or impossible to ascertain in the
    event of PURCHASER S default under its obligation to purchase the Property
    and that the Deposit is a reasonable estimate of those damages.  SELLER and
    PURCHASER intend the Deposit to be liquidated damages and not a penalty.
    SELLER and PURCHASER acknowledge that the amount of the Deposit has been set
    taking into account various factors, including the potential for change in
    value of the Property.  The estimate of damages that could result from a
    breach by PURCHASER, as reflected in the amount of the Deposit, is not
    intended to be adjusted because of future increase or decrease in the value
    of the Property.  If PURCHASER objects to title exceptions and such
    objections are not satisfied by SELLER or accepted by PURCHASER in the time
    provided or if PURCHASER objects to any aspect of the Property during the
    Inspection Period, or if the sale and purchase of the Property fails due to
    SELLER S default, or failure of any condition to Closing, the Deposit and
    the option fees shall be returned to PURCHASER.

12.     ITEMS TO BE DELIVERED TO ESCROW HOLDER ON OR BEFORE CLOSE OF ESCROW:
        ------------------------------------------------------------------- 

   (a)  By SELLER:

   (i)  DEED.  An Oregon Statutory Warranty Deed to the Property (the "Deed")
        ----                                                                 
               in the form of Exhibit "B" in favor of PURCHASER with title
               vesting in PURCHASER, duly executed and acknowledged by SELLER,
               conveying fee title to the Subject Property subject only to
               Permitted Exceptions.

   (ii)  CERTIFICATION OF NON-FOREIGN STATUS.  A certificate dated as of the
         -----------------------------------                                
               Closing Date, addressed to PURCHASER, duly executed by SELLER
               under penalty of perjury, regarding SELLER'S non-foreign status,
               in the form of Exhibit "C", hereunto annexed and made a part
               hereof.

   (iii)  CERTIFICATION AS TO REPRESENTATIONS.  A certificate dated as of the
          -----------------------------------                                
               Closing Date, addressed to PURCHASER, duly executed by SELLER,
               stating that the representations and warranties made by SELLER in
               this Agreement are true and complete on the Closing Date as if
               made again on the Closing Date.

   (iv) ASSIGNMENT OF EASEMENTS AND AGREEMENTS.  Specific assignment in favor
        ---------------------------------------                              
               of PURCHASER of the Property not conveyed by the Deed duly
               executed and acknowledged by SELLER in the form of Exhibit "D",
               hereto annexed and made a part hereof.

<PAGE>
 
   (b)  By PURCHASER:

   (i) PURCHASE PRICE.  The Purchase Price as provided in Paragraph 4 and
       --------------                                                    
                PURCHASER'S share of the Closing Costs and Prorations as defined
                in Paragraphs 14 and 15.

13.    CLOSING PROCEDURE. At the Close of Escrow, when Escrow Holder has
       -----------------                                           
       received the funds and the items to be delivered by SELLER and PURCHASER
       described in Paragraph 12 above, and is prepared to issue and deliver the
       Title Policy in the form required by this Agreement, Escrow shall:

   (a) Collect from PURCHASER the Closing Costs described in Paragraph 14, and
           such additional amounts, if any, as are assessed against PURCHASER as
           a result of Prorations pursuant to Paragraph 15;

   (b) Record the Deed;

   (c) Deliver to SELLER the Cash Payment Due on Closing after deducting the
           Closing Costs pursuant to Paragraph 14, any portion of the Deposit
           previously released to SELLER, and such additional amounts
           attributable to SELLER as a result of Prorations pursuant to
           Paragraph 15;

   (d) Deliver to PURCHASER its title policy.

   (e) Deliver to SELLER and to PURCHASER the items each is to receive at Close
           of Escrow as listed in Paragraph 12.

14. CLOSING COSTS.  SELLER and PURCHASER shall each pay one-half of the escrow
    -------------                                                             
    fees of Escrow Holder. If the Escrow is terminated because of failure of any
    of the conditions set forth herein, Escrow Holder's cancellation fee, if
    any, shall be equally divided by SELLER and PURCHASER; provided that if
    Escrow is terminated because of the failure of either party to perform its
    duties as required hereunder, the nonperforming party shall pay the entire
    cancellation fee, if any, of Escrow Holder. SELLER shall pay all documentary
    and transfer taxes and the cost of the Title Policy. PURCHASER shall pay the
    cost of any endorsements for the Title Policy. SELLER shall pay the real
    estate commission described in Paragraph 19.

15. PRORATIONS.  Real property taxes and assessments shall be prorated at
    ----------                                                           
    Closing.  SELLER shall pay any deferred taxes or charges due as a result of
    the Property having been classified as farm use property, whether assessed
    before or after Closing.

16. CONDITION OF PROPERTY AND IMPROVEMENTS.  SELLER is conveying, and PURCHASER
    --------------------------------------                                     
    shall accept, the Property "AS IS" except for the representations and
    warranties contained herein and in the Deed.  As of the Closing, PURCHASER
    shall have inspected the Property to determine if it is physically and
    economically suited for its intended use.  PURCHASER acknowledges that
    PURCHASER S inspection shall consider but not be limited to soils and
    environmental assessment and any other aspect of the Property as reasonably
    required for PURCHASER to evaluate the Property.  PURCHASER further
    acknowledges that, except as provided in this Agreement, SELLER has made no
    other representations, warranties or agreements relating to the condition of
    the Property, or the Improvements, including without limitation, the
    development potential of the Property, the present status of zoning or other
    governmental requirements affecting the Property, the availability of water
    or other services, or compliance with environmental laws and regulations.

THIS AGREEMENT WILL NOT ALLOW USE OF THE PROPERTY IN VIOLATION OF APPLICABLE
LAND USE OR ZONING LAWS AND REGULATIONS.  BEFORE SIGNING OR ACCEPTING THIS
AGREEMENT, PURCHASER SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING
DEPARTMENT TO VERIFY APPROVED USES.

17. SELLER'S ARCHITECTURAL APPROVAL AND SITE PLAN APPROVAL.  PURCHASER shall
    ------------------------------------------------------                  
    submit, not later than thirty (30) days prior to application for a building
    permit, to SELLER, or the then in effect Declarant defined by the CC&R's,
    for SELLER'S written approval, which shall not be unreasonably withheld,
    plans for PURCHASER'S exterior design of improvements and development of the
    Property, consisting of at least site elevations, landscapes, signage
    location, exterior lighting, building setbacks, parking including parking
    spaces, building ratio, curbs,
<PAGE>
 
    sidewalks and building exteriors including colors, material and roof-top
    mechanical. SELLER will give PURCHASER its written approval or disapproval
    of PURCHASER'S design within five (5) business days of their receipt. SELLER
    shall act in its capacity as Declarant under any CC&Rs now or hereafter
    adopted when approving the plans submitted hereunder, all to the end that
    the improvements to be constructed shall be deemed to be in compliance with
    any such CC&Rs if the same are constructed substantially in accordance with
    the plans approved by SELLER.

18. RISK OF LOSS.  The risk of loss or damage to the Property until closing
    ------------                                                           
    shall be borne by the SELLER.  If, prior to closing, the Property shall be
    destroyed or damaged by any occurrence, or any action with respect to the
    Property shall be instituted or threatened for condemnation pursuant to any
    power of eminent domain, SELLER shall promptly notify PURCHASER thereof and
    PURCHASER shall have the option to terminate this Agreement by delivering
    written notice of its election to terminate to SELLER within ten (10) days
    after PURCHASER is so notified by SELLER.  If PURCHASER elects to terminate
    this Agreement, any sums paid by PURCHASER hereunder shall be refunded in
    full and the Agreement shall thereafter be null and void and of no further
    force and effect.  If PURCHASER does not so elect to terminate this
    Agreement and closing is held and the Purchase Price has been paid,
    PURCHASER shall be entitled to any award pursuant to any condemnation or
    eminent domain proceedings and to settle any loss with insurance carriers
    and to receive the proceeds of all insurance applicable to the loss.

19. COMMISSIONS.
    ----------- 

(a) At the Close of Escrow, SELLER shall pay any brokerage commission and
        fees owed to National Properties. SELLER hereby represents and warrants
        that other than as provided in the Listing Agreement with National
        Properties, SELLER has not incurred any obligation for the payment of
        any real estate broker's commission, finder's fee or like sum in
        connection with the sale of the Property to PURCHASER.

(b) PURCHASER hereby represents and warrants to SELLER that other than
        Corporate Realty Advisors, PURCHASER has not incurred any obligation for
        the payment of any real estate broker's commission, finder's fee or
        other like sum in connection with the sale of the Property to PURCHASER,
        and PURCHASER hereby agrees to indemnify and hold SELLER harmless from
        and against any and all claims, demands, causes of action and costs,
        including attorneys' fees and costs, made, brought or sought against or
        from SELLER arising out of any agreement for the payment of a real
        estate broker's commission, finder's fee or other like sum entered into
        between PURCHASER and any other third party in connection with the sale
        of the Property to PURCHASER.

(c) At Closing, SELLER shall pay to National Properties and Corporate Realty
        Advisors each fifty percent (50%) of the total commission due pursuant
        to SELLER S listing agreement with National.

20. DEVELOPMENT APPROVALS.  SELLER will cooperate with and assist PURCHASER in
    ---------------------                                                     
    obtaining governmental approvals necessary for development of the Property
    and will execute all plats, applications, instruments and documents
    requested by PURCHASER in connection with obtaining governmental approvals.
    SELLER will not be obligated to expend any funds in connection with
    obtaining governmental approvals except that SELLER shall complete all lot
    line adjustments or other proceedings necessary to make the Real Property
    legal lots of record at SELLER S expense on or before closing.

21. EFFECT OF ACCEPTANCE.  Upon acceptance, this offer will become an Agreement
    --------------------                                                       
    binding upon and inuring to the benefit of PURCHASER and SELLER and their
    respective heirs, legal representatives, successors and assigns, and will be
    deemed to contain all the terms and conditions agreed upon, it being agreed
    that there are no conditions, representations, warranties, covenants, or
    agreements not contained herein or in the Exhibits hereto.  Any subsequent
    conditions, representations, warranties, covenants or agreements will not be
    valid and binding upon the parties unless in writing and signed by both
    parties.

22. NO WAIVER.  Except as herein expressly provided, no waiver by a party of any
    ---------                                                                   
    breach of this Agreement or of any warranty or representation hereunder by
    the other party shall be deemed to be a waiver of any other breach by such
    other party (whether preceding or succeeding and whether or not of the same
    or similar nature), and no acceptance of payment or performance by
<PAGE>
 
    a party after any breach of this Agreement or of any representation or
    warranty hereunder by such other party, whether or not the first party knows
    of such breach at the time it accepts such payment or performance shall be a
    waiver of any preceding breach other than the failure to pay the amount so
    accepted or the failure to perform the tasks accepted. No failure or delay
    by a party to exercise any right it may have by reason of the default of the
    other party shall operate as a waiver of default or modification of this
    Agreement or shall prevent the exercise of any right by the first party
    while the other party continues to be so in default.

23. NOTICES.  All notices, requests, demands and other communications hereunder,
    -------                                                                     
    shall be in writing and shall be delivered by hand, transmitted by facsimile
    transmission (provided sender obtains an electronic confirmation and also
    delivers a copy by mail or overnight delivery service), sent prepaid by
    Federal Express (or a comparable overnight delivery service), or sent by the
    United States Mail, certified, postage prepaid, return receipt requested, at
    the addresses and with such copies designated below.  Any notice, request,
    demand or other communication delivered or sent in the manner aforesaid,
    shall be deemed given or made (as the case may be), when actually delivered
    to the intended recipient:

      If to SELLER:      Standard Insurance Company
                         Attention:  Ms. Jan Espy, Standard RE Investors, L.L.C.
                         1100 SW 6th Avenue
                         Portland, Oregon 97204

      With a Copy to:    Robert D. Rankin
                         McEwen, Gisvold, Rankin, Carter & Streinz 
                         1600 Standard Plaza 
                         1100 SW Sixth Avenue Portland, OR 97204
                         Telephone: (503) 226-7321 Facsimile: (503) 243-2687

      If to PURCHASER:   Etec Systems, Inc.
                         Attention:  Yvone Hobbs, Director of Facilities
                         26460 Corporate Avenue
                         Hayward, CA 94545
                         Telephone:  (510) 887-3314  Facsimile:  (510) 887-2870

      With a Copy to:    Etec Systems, Inc.
                         Director, Legal and Corporate Services
                         Attention:  Saul Arnold
                         26460 Corporate Avenue
                         Hayward, CA 94545
                         Telephone:  (510) 887-3550  Facsimile:  (510) 780-3845

Either party may, by written notice as aforesaid, designate a different address
for notices.

24. ASSIGNMENT.  In the event PURCHASER should desire to assign this Agreement,
    ----------                                                                 
    PURCHASER shall have the right to assign only to a developer, owner, or
    financing entity specifically designated by Etec Systems, Inc., for the sole
    purpose of developing a building or buildings to be 100% occupied by Etec
    Systems, Inc.  For an assignment other than the foregoing, PURCHASER shall
    give SELLER written notice of such desire at least fifteen (15) days prior
    to the date of on which PURCHASER wishes to make such assignment.  PURCHASER
    shall provide the name of the proposed assignee together with such other
    information regarding the proposed assignees financial status and experience
    as SELLER may request.  SELLER shall then have the right, in its sole
    discretion, within fifteen (15) days of receipt of PURCHASER'S notice, to
    terminate this Agreement. Should SELLER consent to an assignment of this
    Agreement the assignee shall assume all of the obligations of PURCHASER
    under this Agreement and the Escrow, and no such assignment shall release or
    relieve PURCHASER from its obligations under this Agreement.

25.  SELLER'S POST CLOSING RIGHT TO REPURCHASE AND RIGHT OF FIRST REFUSAL.
     ---------------------------------------------------------------------

 (a) SELLER'S Right to Repurchase.  PURCHASER shall commence construction of
     a building or buildings on the Property within thirty-six (36) months of
     the Close of Escrow. In the event PURCHASER fails to commence construction
     within such thirty-six (36) -month period, SELLER shall have an option to
     repurchase the Property for the same price and financial terms
<PAGE>
 
     as provided in this Agreement provided however, that the price shall be
     increased by an amount equal to eighteen percent (18%) of the Purchase
     Price. SELLER'S option to repurchase may be exercised only by notice (a
     "Repurchase Notice") to PURCHASER within thirty (30) days following
     PURCHASER'S failure to commence construction within the thirty-six (36)
     month period described in this paragraph; and if exercised shall be closed
     within thirty (30) days of delivery of SELLER'S Repurchase Notice to
     PURCHASER. The term "commence construction" as used herein, shall mean the
     completion of footings and slab for the improvements.

 (b) The thirty-six (36)-month period described in Paragraph 25 (a) shall be
     extended for the period of time that one of the following events has
     rendered impossible or reasonably impracticable such commencement of
     construction by PURCHASER: strikes, lockouts, labor disputes, natural
     disasters or acts of God, inability to obtain labor, materials or
     reasonable substitutes therefor; governmental restrictions, regulations or
     controls; judicial orders; enemy or hostile governmental action; civil
     commotions; fire or other casualty; any failure or defect in the supply,
     quantity or character of electricity, gas, water or other utilities
     furnished to the Property; the failure of SELLER to perform its obligations
     under this Agreement when required to do so; and causes beyond the
     reasonable control of PURCHASER (excluding financial inability). Should the
     work performed by PURCHASER or its contractor result in a strike, lockout
     or labor dispute, such strike, lockout or labor dispute shall not excuse
     PURCHASER performance.

     (c) SELLER's Right of First Refusal. Purchaser agrees not to sell,
     transfer, exchange, grant an option to purchase, lease, or otherwise
     dispose of the Property or any part of, or interest in, the Property for a
     purpose other than one hundred percent (100%) occupancy by Purchaser
     without first offering the Property to SELLER on the terms and conditions
     set forth in this Paragraph 25(c). As used in this paragraph, the term
     "sell" includes a ground lease of the Property with primary and renewal
     terms of more than 15 years in the aggregate.

        (i) If Purchaser desires to sell the Property for a purpose other than
        its own exclusive use it shall notify SELLER of any offer ("Offer") it
        receives and provide SELLER with a copy of the Offer. SELLER shall have
        the prior and preferential right to purchase the Property (or the part
        of or interest in the Property covered by the Offer, as the case may be)
        at the same price and on the same terms and conditions as are contained
        in the Offer, except that if SELLER exercises the right of first refusal
        by electing to purchase the Property then (1) the closing of the
        transaction contemplated by the Offer shall take place no later than 90
        days after the date that SELLER elects to exercise the right of first
        refusal, and
<PAGE>
 
         (2) SELLER shall receive a credit against the sale price of the
      Property in an amount equal to any brokerage commission that Purchaser may
      save by selling the Property to SELLER rather than the Third-Party
      Offeror.

      (ii)  SELLER shall have 15 days from the date SELLER receives the notice
      and a copy of the Offer to notify Purchaser whether SELLER elects to
      purchase the Property pursuant to the terms of the Offer.  If SELLER
      elects to exercise its right to purchase the Property, then, in addition
      to giving Purchaser written notice of its election within the 15-day
      period, SELLER also shall tender an amount equal to the earnest money
      deposit, if any, specified in the Offer, which will be held and used in
      accordance with the terms of the Offer.

      (iii)  If SELLER fails to timely exercise its right to purchase the
      Property pursuant to the terms of this Agreement, then Purchaser shall be
      entitled to sell the Property according to the terms of the Offer to the
      Third-Party Offeror, subject to the terms of subparagraph (iv) below.

      (iv)  If SELLER fails to timely exercise its right to purchase the
      Property pursuant to the terms of this Agreement, and for any reason
      Purchaser shall not sell or convey the Property to the Third-Party Offeror
      on the terms contained in the Offer within six months of SELLER's election
      not to purchase, then Purchaser must resubmit the Offer as well as any
      other offer to SELLER before selling the Property, and such offers shall
      be subject to SELLER's right of first refusal under this Agreement;
      however, notwithstanding the foregoing, if Seller and Purchaser enter into
      a binding earnest money agreement on the terms contained in the Offer and
      are diligently attempting to close the sale six (6) months after Seller's
      election not to purchase, the time for closing before resubmitting the
      offer to Seller shall be extended three (3) more months for a total of
      nine (9) months in which to close.

      (v)  The term of this Right of First Refusal commences as of the date of
      this Agreement and terminates on the earlier to occur of (1) SELLER's
      occupancy of the completed improvements on the Property, (2) the
      expiration of five (5) years after the Effective Date, or (3) the
      consummation of a sale of the Property to a third party as provided in
      subparagraph (iv) above.  SELLER shall subordinate its right of first
      refusal to the first lien of SELLER's construction and/or permanent
      lenders and cooperate in providing Purchaser with any instruments that
      Purchaser reasonably may require for the purpose of removing from the
      public record any cloud on title to the Property attributable in any
      manner to the grant or existence of this right of first refusal.

26. ATTORNEY FEES.  In the event action is instituted to enforce any term of
    -------------                                                           
    this Agreement, the prevailing party shall recover from the losing party
    reasonable attorney fees incurred in such action as set by the trial court
    and, in the event of an appeal, as set by the appellate courts.

27. SELLER DEFAULT.  In the event of any default in performance of SELLER'S
    --------------                                                         
    obligations under this Agreement, PURCHASER shall be entitled to all of its
    remedies under this Agreement, at law and in equity, including the right to
    specific performance and injunctive relief as a matter of right.

28. GOVERNING LAW.  This Agreement is governed by and will be construed in
    -------------                                                         
    accordance with the laws of the State of Oregon.

29. DEFINITION OF "CLOSING".  The word "Closing" or words of similar import as
    -----------------------                                                   
    used in this Agreement will be construed to mean the originally fixed time
    and Closing Date specified herein or any earlier or adjourned date agreed to
    in writing by the parties.

30. TIME OF ESSENCE.  Time is of the essence of each of the obligations of each
    ---------------                                                            
    party hereunder.
<PAGE>
 
31. INVALIDITY OF PROVISIONS.  If any provision of this Agreement is found to be
    ------------------------                                                    
    invalid or unenforceable, the invalidity or unenforceability of such
    provision shall not affect the validity of and enforceability of the
    remaining provisions of this Agreement.

THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION
DISTRICT PROTECTING STRUCTURES.  THE PROPERTY IS SUBJECT TO LAND USE LAWS AND
REGULATIONS, WHICH, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR
SITING OF A RESIDENCE AND WHICH LIMIT LAWSUITS AGAINST FARMING OR FOREST
PRACTICES AS DEFINED IN ORS 30.930 IN ALL ZONES.  BEFORE SIGNING OR ACCEPTING
THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK
WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES
AND EXISTENCE OF FIRE PROTECTION FOR STRUCTURES.

   IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute this Agreement in four duplicate originals as of the
date first above written.



<TABLE>
<CAPTION>
<S>                                                        <C>    
"PURCHASER"                                                "SELLER"
 
ETEC SYSTEMS, INC., A NEVADA CORPORATION                   STANDARD INSURANCE COMPANY,
AND/OR ASSIGNS                                             AN OREGON CORPORATION
 
 
By: /s/ Melanie J. Mock                                     By:  /s/ Eric E. Parsons
Its:  Treasurer                                             Vice President
 
 
                                                            ATTEST:
 
 
By:  /s/ Saul E. Arnold                                      By:/s/ Trond Ingvaldsen
Its:  Assistant Secretary                                    Assistant Secretary 
</TABLE>



  Exhibit List:

  "A" Legal Description of Property 
  "B" Oregon Statutory Warranty Deed 
  "C" Certificate of Non-Foreign Status 
  "D" Assignment of Easements and Agreements