Exhibit 10.16  Donaldson, Lufkin & Jenrette Securities Corporation 277 Park AvenueNew York,
New York 10172  CUSTOMER
AGREEMENT  In
consideration of your accepting and carrying for the undersigned one or more
accounts, the undersigned hereby consents and agrees that:  APPLICABLE
RULES AND REGULATIONS 1.All transactions for the
undersigned shall be subject to the constitution, rules, regulations, customs
and usages of the exchange or market and its clearing house, if any, where
executed by you or your agents, including your subsidiaries and affiliates.  DEFINITION 2.For purposes of this agreement
securities, commodities and other property, as used herein shall include, but
not be limited to money, securities, and commodities of every kind and nature and
all contracts and options relating thereto, whether for present or future
delivery.  LIEN 3.All securities, commodities and
other property now or hereafter held, carried or maintained by you in your
possession and control for any purpose, in or for any of the accounts of the
undersigned, now or hereafter opened, including accounts in which the
undersigned may have an interest, shall be subject to a lien for the discharge
of all the indebtedness and other obligations of the undersigned to you, and
are to be held by you as security for the payment of any liability or
indebtedness of the undersigned to you in any of said accounts. You shall have
the right to transfer securities, commodities and other property so held by you
from or to any other of the accounts of the undersigned whenever in your
judgement you consider such a transfer necessary for your protection. In
enforcing your lien, you shall have the discretion to determine which
securities and property are to be sold and which contracts are to be closed.  LIQUIDATION 4.You shall have the right, in
accordance with your general policies regarding your maintenance requirements,
as such may be modified, amended or supplemented from time to time, or if, in
your discretion you consider it necessary for your protection to require
additional collateral at an earlier or later point in time than called for by
said general policies, or in the event that a petition in bankruptcy, or for
appointment of a receiver is filed by or against the undersigned, or an attachment
is levied against the accounts of the undersigned, or in the event of the death
of the undersigned, to sell any or all securities, commodities and other
property in the accounts of the undersigned with you, whether carried
individually or jointly with others, to buy any or all securities, commodities
and other property which may be short in such accounts, to cancel any open
orders and to close any or all outstanding contracts, all without demand for
margin or additional margin, notice of sale or purchase or other notice or
advertisement. Any such sales or purchases may be at your discretion on any
exchange or other market where such business is usually transacted, or at
public auction or private sale, and you may be the purchasers for your own
account. It being understood that a prior demand, or call, or prior notice of
the time and place of such a sale or purchase shall not be considered a waiver
of your right to sell or buy without demand or notice as herein provided.  PAYMENT OF
INDEBTEDNESS UPON DEMAND 5.The undersigned shall at all times
be liable for the payment upon demand of any debit balance or other obligations
owing in any of the accounts of the undersigned with you and, the undersigned
shall be liable to you for any deficiency remaining in any such accounts in the
event of the liquidation thereof, in whole or in part, by you or by the
undersigned; and the undersigned shall make payment of such obligations and
indebtedness upon demand.  LIABILITY
FOR COSTS OF COLLECTION: 6.The reasonable costs and expenses
of collection of the debit balance and any unpaid deficiency in the accounts of
the undersigned with you, including, but not limited to attorneys fees,
incurred and payable or paid by you shall be payable to you by the undersigned.  PLEDGE OF
SECURITIES, COMMODITIES, AND OTHER PROPERTY 7.All securities, commodities and
other property now or thereafter held, carried or maintained by you in your
possession in any of the undersigned may be pledged and repledged by you from
time to time, without notice to the undersigned, either separately or in common
with other such securities, commodities and other property for any amount due
in the accounts of the undersigned, or for any greater amount, and you may do
so without retaining to your possession or control for delivery a like amount
of similar securities, commodities or other property.  MARGIN
REQUIREMENTS, CREDIT CHARGES AND CREDIT INVESTIGATION 8.The undersigned will at all times
maintain such securities, commodities and other property in the accounts of the
undersigned for margin purposes as you shall require from time to time and the
monthly debit balances or adjusted balances in the accounts of the undersigned
with you shall be charged, in accordance with your usual custom, with interest
at a rate permitted by the laws of the State of New York. It is understood that
the interest charge made to the undersigneds account at the close of a charge
period will be added to the opening balance for the next charge period unless
paid.  You
may exchange credit information about the undersigned with others. You may
request a credit report on the undersigned and upon request, you will state the
name and address of the consumer reporting agency that furnished it. If you
extend, update or renew the undersigneds credit, you may request a new credit
report without telling the undersigned.  PRESUMPTION
OF RECEIPT OF COMMUNICATIONS 9.Communications may be sent to the
undersigned at the address of the undersigned or at such other address as the
undersigned may hereafter give you in writing, and all communications so sent,
whether by mail, telegraph, messenger or otherwise, shall be deemed given to
the undersigned personally, whether actually received or not.  NO
NON-INVESTMENT ADVICE 10.The undersigned acknowledges that you
will not provide the undersigned with any legal, tax or accounting advice, that
your employees are not authorized to give any such advice and that the
undersigned will not solicit or rely upon any such advice from you or your
employees whether in connection with transactions in or for any of the accounts
of the undersigned or otherwise. In making legal, tax or accounting decisions
with respect to transactions in or for the accounts of the undersigned or any
other matter, the undersigned will consult with and rely upon its own advisors
and not you, and you shall have no liability therefor.  SCOPE AND
TRANSFERABILITY 11.This agreement shall cover
individually and collectively all accounts which the undersigned may open or
reopen with you, and shall inure to the benefit of your successors whether by
merger, consolidation or otherwise, and assigns, and you may transfer the
accounts of the undersigned to your successors and assigns, and this agreement
shall be binding upon the heirs, executors, administrators, successors and
assigns of the undersigned.  EXTRAORDINARY
EVENTS 12.You shall not be liable for the loss
caused directly or indirectly by the government restrictions, exchange or
market rulings, suspension of trading, war, strikes or other conditions beyond
your control.   
   REPRESENTATIONS
AS TO CAPACITY TO ENTER INTO AGREEMENT 13.The undersigned, if an individual,
represents that the undersigned is of full age, that unless otherwise disclosed
to you in writing the undersigned is not employee of any exchange, or of any
corporation of which any exchange owns a majority of the capital stock, or of a
member firm or member corporation registered on any exchange or of a bank,
trust company, insurance company or of any corporations, firm or individual
engaged in the business of dealing either as a broker or as a principal in
securities, bills of exchange, acceptances or other forms of commercial paper.
The undersigned further represents that no one except the undersigned has an
interest in the account or accounts of the undersigned with you.  JOINT AND
SEVERAL LIABILITY 14.If the undersigned shall consist of
more than one individual, their obligations under this agreement shall be joint
and several. The undersigned have executed the Joint Account Agreement and made
the election required therein. Pursuant to that agreement, you may, but are not
required to, accept instructions from either joint party.  OPTION
TRANSACTIONS 15.If at any time the undersigned shall
enter into any transaction for the purchase or resale of an option contract,
the undersigned hereby agrees to abide by the rules of any national securities
association, registered securities exchange or clearing organization applicable
to the trading or option contracts and, acting alone or in concert, will not
violate the position or exercise limitation rules of any such association or
exchange or of the Options Clearing Corporation or other clearing organization.  SEPARABILITY 16.If any provision or condition of this
agreement shall be held to be invalid or unenforceable by any court, or
regulatory or self-regulatory agency or body, such invalidity or
unenforceability shall attach only to such provision or condition. The validity
of the remaining provisions and conditions shall not be affected thereby and
this agreement shall be carried out as if any such unenforceable provision or
condition were not contained herein.  HEADINGS
AND DESCRIPTIVE 17.The heading of each provision hereof
is for descriptive purposes only and shall not be deemed to modify or qualify
any of the rights or obligations set forth in each such provision.  ARBITRATION
DISCLOSURES 18.
  
  ARBITRATION
  IS FINAL AND BINDING ON THE PARTIES.
  THE
  PARTIES ARE WAIVING THEIR RIGHT TO SEEK TO REMEDIES IN COURT, INCLUDING THE
  RIGHT TO JURY TRIAL.
  PRE-ARBITRATION
  DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT
  PROCEEDINGS.
  THE
  ARBITRATORS AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL
  REASONING AND ANY PARTYS RIGHT TO APPEAL OR SEEK MODIFICATION OF RULINGS BY
  THE ARBITRATORS IS STRICTLY LIMITED.
  THE PANEL
  OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OR ARBITRATORS WHO WERE OR
  ARE AFFILIATED WITH THE SECURITIES INDUSTRY.  AGREEMENT
TO ARBITRATE CONTROVERSIES 19.          IT IS
AGREED THAT ANY CONTROVERSY BETWEEN US ARISING OUT OF YOUR BUSINESS OR THIS
AGREEMENT, SHALL BE SUBMITTED TO ARBITRATION CONDUCTED BEFORE THE NEW YORK
STOCK EXCHANGE, INC. OR ANY OTHER NATIONAL SECURITIES EXCHANGE ON WHICH A
TRANSACTION GIVING RISE TO THE CLAIM TOOK PLACE (AND ONLY BEFORE SUCH EXCHANGE)
OR NASD REGULATION, INC., AS THE UNDERSIGNED MAY ELECT AND IN ACCORDANCE
WITH THE RULES OBTAINING OF THE SELECTED ORGANIZATION. ARBITRATION MUST BE
COMMENCED BY SERVICE UPON THE OTHER PARTY OF A WRITTEN DEMAND FOR ARBITRATION
OR A WRITTEN NOTICE OF INTENTION TO ARBITRATE, THEREIN ELECTING THE ARBITRATION
TRIBUNAL. IN THE EVENT THE UNDERSIGNED DOES NOT MAKE SUCH ELECTION WITHIN
FIVE (5) DAYS OF SUCH DEMAND OR NOTICE, THEN THE UNDERSIGNED AUTHORIZES
YOU TO DO SO ON BEHALF OF THE UNDERSIGNED.  NO
PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION NOR SEEK
TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS
INITIATED IN COURT A PUTATIVE CLASS ACTION; OR WHO IS A MEMBER OF A PUTATIVE
CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED
BY THE PUTATIVE CLASS ACTION UNTIL; (I) THE CLASS CERTIFICATION IS DENIED;
OR (II) THE CLASS IS DECERTIFIED; OR (III) THE CUSTOMER IS EXCLUDED
FROM THE CLASS BY THE COURT, SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO
ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT
EXCEPT TO THE EXTENT STATED HEREIN.  THE LAWS OF THE STATE OF NEW YORK GOVERN 20.          THIS
AGREEMENT AND ITS ENFORCEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS.  LOAN CONSENT 21.          BY SIGNING
THIS AGREEMENT, THE UNDERSIGNED ACKNOWLEDGES THAT SECURITIES NOT FULLY PAID FOR
BY THE UNDERSIGNED MAY BE LOANED TO YOU OR LOANED OUT TO OTHERS.  THIS
AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPHS 18 AND
19 ON THIS PAGE. I ACKNOWLEDGE RECEIVING A COPY OF THIS AGREEMENT.  SIGNATURES  (If
  a Corporation, Partner or Other Entity)
  
  (If
  Individuals)Ultratech
  Stepper, Inc.(Name
  of Entity)(Second
  Party, If Joint Account)
  By
  /s/ Bruce R. WrightTitle:
  Chief Financial OfficerSEAL  DATED
  20
  SEP 02
  
  ACCOUNT NO.
  219-629334