Exhibit 10.2

                                     WARRANT

THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "SECURITIES  ACT"),  OR ANY  OTHER
APPLICABLE  SECURITIES  LAWS AND HAVE BEEN ISSUED IN RELIANCE  UPON AN EXEMPTION
FROM  THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT  AND  SUCH  OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION  HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED
OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES  ACT OR PURSUANT TO A TRANSACTION  WHICH IS EXEMPT FROM, OR
NOT SUBJECT TO, SUCH REGISTRATION.

                                                               February 11, 2004

         Warrant  to  Purchase  up to  300,000  shares of Common  Stock of Tegal
Corporation (the "Company").

         In  consideration  for  Kingsbridge  Capital  Limited (the  "Investor")
agreeing to enter into that certain Common Stock Purchase Agreement, dated as of
the date hereof,  between the Investor  and the Company (the  "Agreement"),  the
Company  hereby agrees that the Investor or any other Warrant Holder (as defined
below) is entitled,  on the terms and  conditions  set forth below,  to purchase
from the Company at any time during the Exercise Period (as defined below) up to
300,000 fully paid and nonassessable shares of common stock, par value $0.01 per
share,  of the Company (the "Common  Stock") at the Exercise Price  (hereinafter
defined),  as the same may be adjusted from time to time pursuant to Section 6.1
hereof.  The resale of the shares of Common Stock or other  securities  issuable
upon  exercise or exchange of this Warrant is subject to the  provisions  of the
Registration Rights Agreement (as defined in the Agreement).

         Section 1. Definitions.

         "Affiliate" shall mean any Person that,  directly or indirectly through
one or more intermediaries,  controls or is controlled by, or is under direct or
indirect  common  control  with  any  other  Person.  For the  purposes  of this
definition,  "control," when used with respect to any Person, means the power to
direct the  management  and  policies of such  Person,  directly or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise,
and the term  "controls"  and  "controlled"  have  meanings  correlative  to the
foregoing.

         "Bid Price"  shall mean the closing bid price of the  Company's  Common
Stock as reported by Bloomberg L.P. using the AQR function.

         "Exercise Period" shall mean that period beginning six months after the
date of this Warrant and continuing until the expiration of the five-year period
thereafter.

         "Exercise  Price" as of the date hereof  shall mean one hundred  thirty
percent  (130%) of the average of the Bid Prices over the five (5) Trading  Days
preceding  the  date of this  Warrant,  subject  to  adjustment  for the  events
specified in Section 6.1 below.

         "Per Share  Warrant  Value" shall mean the  difference  resulting  from
subtracting the Exercise Price from the Bid Price on the Trading Day immediately
preceding the Exercise Date.

         "Person" shall mean an  individual,  a  corporation,  a partnership,  a
limited  liability  company,  an  association,   a  trust  or  other  entity  or
organization,  including a government or political  subdivision  or an agency or
instrumentality thereof.



<PAGE>

         "Principal  Market" shall mean the Nasdaq National  Market,  the Nasdaq
SmallCap  Market,  the American Stock  Exchange or the New York Stock  Exchange,
whichever is at the time the principal trading exchange or market for the Common
Stock.

         "SEC" shall mean the United States Securities and Exchange Commission.

         "Trading  Day" shall mean any day other than a Saturday  or a Sunday on
which the Principal Market is open for trading in equity securities.

         "Warrant  Holder" shall mean the Investor or any assignee or transferee
of all or any portion of this Warrant.

         "Warrant  Shares" shall mean those shares of Common Stock received upon
exercise of this Warrant.

         Section 2. Exercise.

              (a) Method of Exercise.  This Warrant may be exercised in whole or
in part (but not as to a fractional share of Common Stock), at any time and from
time to time during the Exercise Period,  by the Warrant Holder by (i) surrender
of this  Warrant,  with  the form of  exercise  attached  hereto  as  Exhibit  A
completed and duly executed by the Warrant  Holder (the "Exercise  Notice"),  to
the  Company at the  address  set forth in Section  13  hereof,  accompanied  by
payment of the Exercise Price multiplied by the number of shares of Common Stock
for which this Warrant is being  exercised (the "Aggregate  Exercise  Price") or
(ii)  telecopying an executed and completed  Exercise  Notice to the Company and
delivering to the Company within five (5) business days  thereafter the original
Exercise  Notice,  this Warrant and the Aggregate  Exercise Price.  Each date on
which an Exercise  Notice is received by the Company in  accordance  with clause
(i) and each date on which the Exercise  Notice is  telecopied to the Company in
accordance with clause (ii) above shall be deemed an "Exercise Date."

              (b) Payment of Aggregate Exercise Price.  Subject to paragraph (c)
below, payment of the Aggregate Exercise Price shall be made by wire transfer of
immediately  available  funds to an account  designated  by the Company.  If the
amount  of the  payment  received  by the  Company  is less  than the  Aggregate
Exercise Price,  the Warrant Holder will be notified of the deficiency and shall
make  payment in that amount  within  three (3) Trading  Days.  In the event the
payment exceeds the Aggregate Exercise Price, the Company will refund the excess
to the Warrant Holder within five (5) Trading Days of receipt.

              (c) Cashless Exercise.  In the event that the Warrant Shares to be
received  by the Warrant  Holder upon  exercise of the Warrant may not be resold
pursuant  to  an  effective  registration  statement  or  an  exemption  to  the
registration  requirements  of the  Securities  Act of  1933,  as  amended,  and
applicable  state laws,  the Warrant Holder may, as an alternative to payment of
the Aggregate  Exercise  Price upon exercise in  accordance  with  paragraph (b)
above,  elect to effect a cashless  exercise by so  indicating  on the  Exercise
Notice and including a calculation of the number of shares of Common Stock to be
issued  upon such  exercise in  accordance  with the terms  hereof (a  "Cashless
Exercise").  In the event of a  Cashless  Exercise,  the  Warrant  Holder  shall
receive that number of shares of Common Stock  determined by (i) multiplying the
number of Warrant  Shares for which this  Warrant is being  exercised by the Per
Share  Warrant  Value  and (ii)  dividing  the  product  by the Bid Price on the
Trading Day  immediately  preceding  the Exercise  Date,  rounded to the nearest
whole share.  The Company shall cancel the total number of Warrant  Shares equal
to the excess of the  number of the  Warrant  Shares  for which this  Warrant is
being  exercised over the number of Warrant Shares to be received by the Warrant
Holder pursuant to such Cashless Exercise.


<PAGE>

              (d)  Replacement  Warrant.  In the event  that the  Warrant is not
exercised in full,  the number of Warrant  Shares shall be reduced by the number
of such Warrant Shares for which this Warrant is exercised,  and the Company, at
its  expense,  shall  forthwith  issue and  deliver  to or upon the order of the
Warrant  Holder a new Warrant of like tenor in the name of the  Warrant  Holder,
reflecting such adjusted number of Warrant Shares.

         Section 3. Ten Percent Limitation.  The Warrant Holder may not exercise
this Warrant such that the number of Warrant  Shares to be received  pursuant to
such exercise aggregated with all other shares of Common Stock then owned by the
Warrant Holder  beneficially or deemed  beneficially owned by the Warrant Holder
would result in the Warrant  Holder  owning more than 9.9% of all of such Common
Stock as would be outstanding on such Exercise Date, as determined in accordance
with Section  13(d) of the  Exchange  Act of 1934 and the rules and  regulations
promulgated thereunder.

         Section 4. Delivery of Stock Certificates.

                  (a) Subject to the terms and  conditions of this  Warrant,  as
soon as  practicable  after the exercise of this Warrant in full or in part, and
in any event within ten (10) Trading Days thereafter, the Company at its expense
(including, without limitation, the payment by it of any applicable issue taxes)
will cause to be issued in the name of and delivered to the Warrant  Holder,  or
as the Warrant Holder may lawfully direct, a certificate or certificates for the
number of validly issued, fully paid and non-assessable  Warrant Shares to which
the Warrant Holder shall be entitled on such  exercise,  together with any other
stock or other  securities or property  (including  cash,  where  applicable) to
which the Warrant  Holder is entitled upon such exercise in accordance  with the
provisions hereof.

                  (b) This Warrant may not be exercised as to fractional  shares
of Common Stock.  In the event that the exercise of this Warrant,  in full or in
part, would result in the issuance of any fractional share of Common Stock, then
in such event the Warrant  Holder shall receive the number of shares  rounded to
the nearest whole share.

         Section 5. Representations, Warranties and Covenants of the Company.

                  (a) The Warrant  Shares,  when issued in  accordance  with the
terms hereof, will be duly authorized and, when paid for or issued in accordance
with the terms hereof, shall be validly issued, fully paid and non-assessable.

                  (b) The Company shall take all commercially  reasonable action
and  proceedings  as may be required and permitted by  applicable  law, rule and
regulation  for the legal and valid  issuance  of this  Warrant  and the Warrant
Shares to the Warrant Holder.

                  (c) The Company has  authorized  and  reserved for issuance to
the Warrant  Holder the requisite  number of shares of Common Stock to be issued
pursuant  to this  Warrant.  The  Company  shall at all times  reserve  and keep
available,  solely for issuance and delivery as Warrant Shares  hereunder,  such
shares of Common Stock as shall from time to time be issuable as Warrant Shares.

                  (d) From the date  hereof  through the last date on which this
Warrant is exercisable, the Company shall take all steps commercially reasonable
to ensure  that the  Common  Stock  remains  listed  or quoted on the  Principal
Market.

         Section 6.1.  Adjustment of the Exercise Price. The Exercise Price and,
accordingly, the number of Warrant Shares issuable upon exercise of the Warrant,
shall be subject to  adjustment  from time to time upon the happening of certain
events as follows:

                  (a) Reclassification,  Consolidation,  Merger, Mandatory Share
Exchange, Sale or Transfer.


<PAGE>

                  (i)  Upon  occurrence  of  any  of  the  events  specified  in
subsection  (a)(ii)  below  (the  "Adjustment  Events")  while  this  Warrant is
unexpired  and not  exercised  in  full,  the  Warrant  Holder  may in its  sole
discretion require the Company, or any successor or purchasing  corporation,  as
the case may be, without payment of any additional  consideration  therefor,  to
execute  and  deliver to the Warrant  Holder a new  Warrant  providing  that the
Warrant Holder shall have the right to exercise such new Warrant (upon terms not
less favorable to the Warrant Holder than those then applicable to this Warrant)
and to  receive  upon  such  exercise,  in lieu of each  share of  Common  Stock
theretofore  issuable  upon  exercise  of this  Warrant,  the kind and amount of
shares  of stock,  other  securities,  money or  property  receivable  upon such
Adjustment  Event by the  holder  of one  share of Common  Stock  issuable  upon
exercise of this Warrant had this Warrant been  exercised  immediately  prior to
such Adjustment Event. Such new Warrant shall provide for adjustments that shall
be as nearly equivalent as may be practicable to the adjustments provided for in
this Section 6.1.

                  (ii) The Adjustment  Events shall be (1) any  reclassification
or change of Common  Stock (other than a change in par value or as a result of a
subdivision or combination of Common Stock),  (2) any  consolidation,  merger or
mandatory share exchange of the Company with or into another  corporation (other
than a merger or mandatory share exchange with another  corporation in which the
Company  is  a  continuing   corporation  and  which  does  not  result  in  any
reclassification  or change other than a change in par value or as a result of a
subdivision or  combination  of Common  Stock),  and (3) any sale or transfer to
another corporation of all or substantially all of the assets of the Company.

                  (iii) If the  Company  shall fail to  maintain  the listing or
quotation of the Common Stock on a Principal  Market,  the Warrant Holder may in
its sole discretion at any time thereafter require any publicly traded Affiliate
of  the  Company,  without  payment  by the  Warrant  Holder  of any  additional
consideration  therefor,  to execute  and  deliver to the  Warrant  Holder a new
Warrant  providing that the Warrant Holder shall have the right to exercise such
new  Warrant  (in an amount and upon  terms not less  favorable  to the  Warrant
Holder than those then  applicable  to this  Warrant)  and to receive  upon such
exercise,  in lieu of each  share of  Common  Stock  theretofore  issuable  upon
exercise  of this  Warrant,  publicly  traded  shares  of  common  stock of such
Affiliate.

                  The provisions of this subsection (a) shall similarly apply to
successive reclassifications,  changes, consolidations, mergers, mandatory share
exchanges, sales and transfers.

                  (b) Subdivision or Combination of Shares.  If the Company,  at
any time while this  Warrant  is  unexpired  and not  exercised  in full,  shall
subdivide its Common Stock, the Exercise Price shall be proportionately  reduced
as of the effective  date of such  subdivision,  or, if the Company shall take a
record of holders of its Common Stock for the purpose of so  subdividing,  as of
such record date,  whichever is earlier.  If the Company, at any time while this
Warrant is unexpired and not exercised in full,  shall combine its Common Stock,
the Exercise Price shall be  proportionately  increased as of the effective date
of such  combination,  or, if the Company  shall take a record of holders of its
Common Stock for the purpose of so combining,  as of such record date, whichever
is earlier.

                  (c) Stock  Dividends.  If the Company,  at any time while this
Warrant is unexpired  and not  exercised in full,  shall pay a dividend or other
distribution in shares of Common Stock to all holders of Common Stock,  then the
Exercise Price shall be adjusted, as of the date the Company shall take a record
of the holders of its Common Stock for the purpose of receiving such dividend or
other  distribution  (or if no such  record  is  taken,  as at the  date of such
payment or other  distribution),  to that price  determined by  multiplying  the
Exercise Price in effect immediately prior to such payment or other distribution
by a fraction:

                  1. the  numerator of which shall be the total number of shares
of Common Stock outstanding  immediately prior to such dividend or distribution,
and

                  2. the  denominator  of which  shall be the  total  number  of
shares  of  Common  Stock   outstanding   immediately  after  such  dividend  or
distribution.


<PAGE>

                  The  provisions of this  subsection  (c) shall not apply under
any of the  circumstances for which an adjustment is provided in subsections (a)
or (b).

                  (d) Liquidating  Dividends,  Etc. If the Company,  at any time
while this Warrant is unexpired and not exercised in full,  makes a distribution
of its assets or evidences of indebtedness to the holders of its Common Stock as
a  dividend  in  liquidation  or by way of return of  capital or other than as a
dividend  payable out of earnings or surplus  legally  available  for  dividends
under  applicable law or any distribution to such holders made in respect of the
sale of all or  substantially  all of the Company's assets (other than under the
circumstances  provided for in the foregoing  subsections (a) through (c)), then
the Warrant Holder shall be entitled to receive upon exercise of this Warrant in
addition to the Warrant Shares receivable in connection  therewith,  and without
payment of any consideration  other than the Exercise Price, the kind and amount
of such  distribution  per share of Common  Stock  multiplied  by the  number of
Warrant Shares that, on the record date for such distribution, are issuable upon
such exercise of the Warrant (with no further  adjustment  being made  following
any event which causes a subsequent  adjustment in the number of Warrant  Shares
issuable),  and an  appropriate  provision  therefor shall be made a part of any
such  distribution.  The value of a distribution that is paid in other than cash
shall be determined in good faith by the Board of Directors of the Company.

                  Section  6.2  No  Adjustments  Under  Certain   Circumstances.
Notwithstanding anything contained in the foregoing to the contrary, there shall
be no adjustment to the Exercise  Price based upon,  related to or in connection
with any  instrument  or other  benefit  issued or  conferred by the Company (a)
under any of its employee or director  stock award  plans,  employee or director
stock  compensation  plans or employee or director  stock  purchase plans or (b)
with  respect  to the  granting  of  stock  or  stock  options  to  advisors  or
consultants  engaged by the Company,  but only if such grant is in consideration
for services rendered or to be rendered and not for capital raising purposes.

                  Section 6.3 Notice of Adjustments. Whenever the Exercise Price
or number of Warrant  Shares  shall be adjusted  pursuant to Section 6.1 hereof,
the Company  shall  promptly  prepare a  certificate  signed by its President or
Chief Financial  Officer setting forth in reasonable  detail the event requiring
the  adjustment,  the  amount  of the  adjustment,  the  method  by  which  such
adjustment  was  calculated  (including a description  of the basis on which the
Company's Board of Directors made any determination hereunder), and the Exercise
Price and number of Warrant  Shares  purchasable  at that  Exercise  Price after
giving  effect to such  adjustment,  and  shall  promptly  cause  copies of such
certificate to be sent by overnight  courier to the Warrant Holder. In the event
the Company shall, at a time while the Warrant is unexpired and not exercised in
full,  take any action that pursuant to  subsections  (a) through (c) of Section
6.1 may result in an adjustment of the Exercise Price, the Company shall give to
the Warrant  Holder at its last address known to the Company  written  notice of
such action ten (10) days in advance of its effective date in order to afford to
the Warrant  Holder an  opportunity to exercise the Warrant prior to such action
becoming effective.

                  Section 7. No  Impairment.  The Company will not, by amendment
of its Certificate of  Incorporation  or By-Laws or through any  reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution  or issue or sale of
securities,  avoid or seek to avoid the  observance or performance of any of the
terms  of this  Warrant,  but  will at all  times in good  faith  assist  in the
carrying  out of all such terms and in the  taking of all such  action as may be
necessary or  appropriate  in order to protect the rights of the Warrant  Holder
against  impairment.  Without  limiting the  generality  of the  foregoing,  the
Company  (a) will not  increase  the par value of any Warrant  Shares  above the
amount payable  therefor on such exercise,  and (b) will take all such action as
may be reasonably necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable Warrant Shares on the exercise of
this Warrant.


<PAGE>

                  Section  8.  Rights  As  Stockholder.  Except  as set forth in
Section 6.1 above,  prior to exercise of this Warrant,  the Warrant Holder shall
not be entitled to any rights as a  stockholder  of the Company  with respect to
the  Warrant  Shares,  including  (without  limitation)  the  right to vote such
shares,  receive  dividends  or other  distributions  thereon or be  notified of
stockholder  meetings.  However,  in the event of any taking by the Company of a
record of the holders of any class of securities  for the purpose of determining
the holders  thereof who are entitled to receive any dividend (other than a cash
dividend)  or other  distribution,  any  right to  subscribe  for,  purchase  or
otherwise  acquire any shares of stock of any class or any other  securities  or
property,  or to receive any other right, the Company shall mail to each Warrant
Holder,  at least ten (10) days prior to the date  specified  therein,  a notice
specifying  the date on which any such  record is to be taken for the purpose of
such  dividend,  distribution  or right,  and the amount and  character  of such
dividend, distribution or right.

              Section 9.  Replacement  of  Warrant.  Upon  receipt  of  evidence
reasonably  satisfactory  to the  Company  of the loss,  theft,  destruction  or
mutilation  of the  Warrant  and,  in  the  case  of any  such  loss,  theft  or
destruction of the Warrant,  upon delivery of an indemnity agreement or security
reasonably satisfactory in form and amount to the Company or, in the case of any
such mutilation,  on surrender and cancellation of such Warrant,  the Company at
its expense  will execute and deliver,  in lieu  thereof,  a new Warrant of like
tenor.

              Section 10. Choice of Law.  This Warrant shall be construed  under
the laws of the State of New York.

              Section 11. Entire Agreement;  Amendments.  Except for any written
instrument  concurrent or subsequent to the date hereof  executed by the Company
and  the  Investor,   this  Warrant  and  the   Agreement   contain  the  entire
understanding  of the parties  with  respect to the matters  covered  hereby and
thereby.  No provision of this Warrant may be waived or amended  other than by a
written  instrument  signed by the party  against whom  enforcement  of any such
amendment or waiver is sought.

              Section 12. Restricted Securities.

              (a)  Registration  or  Exemption  Required.  This Warrant has been
issued  in a  transaction  exempt  from  the  registration  requirements  of the
Securities  Act of 1933, as amended,  in reliance upon the provisions of Section
4(2) thereof. This Warrant and the Warrant Shares issuable upon exercise of this
Warrant may not be resold except pursuant to an effective registration statement
or an exemption to the  registration  requirements of the Securities Act of 1933
and applicable state laws.

              (b) Legend. Any replacement  Warrants issued pursuant to Section 2
and Section 9 hereof and,  unless a  registration  statement  has been  declared
effective by the SEC in accordance  with the Securities Act of 1933, as amended,
with respect thereto, any Warrant Shares issued upon exercise hereof, shall bear
the following legend:

                  "THE SECURITIES  EVIDENCED BY THIS  CERTIFICATE  HAVE NOT BEEN
                  REGISTERED  UNDER THE U.S.  SECURITIES ACT OF 1933, AS AMENDED
                  (THE  "SECURITIES  ACT"), OR ANY OTHER  APPLICABLE  SECURITIES
                  LAWS AND HAVE BEEN ISSUED IN RELIANCE  UPON AN EXEMPTION  FROM
                  THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND SUCH
                  OTHER SECURITIES LAWS.  NEITHER THIS SECURITY NOR ANY INTEREST
                  OR  PARTICIPATION  HEREIN MAY BE  REOFFERED,  SOLD,  ASSIGNED,
                  TRANSFERRED,  PLEDGED,  ENCUMBERED,  HYPOTHECATED OR OTHERWISE
                  DISPOSED  OF,  EXCEPT  PURSUANT TO AN  EFFECTIVE  REGISTRATION
                  STATEMENT   UNDER  THE   SECURITIES   ACT  OR  PURSUANT  TO  A
                  TRANSACTION  WHICH IS EXEMPT  FROM,  OR NOT  SUBJECT  TO, SUCH
                  REGISTRATION."


<PAGE>

                  (c) No Other Legend or Stock Transfer Restrictions.  No legend
other than the one specified in Section 12(b) has been or shall be placed on the
share certificates  representing the Warrant Shares and no instructions or "stop
transfer orders" (so called "stock transfer restrictions") or other restrictions
have been or shall be given to the Company's transfer agent with respect thereto
other than as expressly set forth in this Section 12.

                  (d) Assignment. Assuming the conditions of Section 12(a) above
regarding registration or exemption have been satisfied,  the Warrant Holder may
sell, transfer, assign, pledge or otherwise dispose of this Warrant, in whole or
in part.  The  Warrant  Holder  shall  deliver  a  written  notice  to  Company,
substantially  in the form of the  Assignment  attached  hereto  as  Exhibit  B,
indicating  the person or persons to whom the Warrant  shall be assigned and the
respective number of warrants to be assigned to each assignee. The Company shall
effect the assignment within ten (10) days, and shall deliver to the assignee(s)
designated  by the Warrant  Holder a Warrant or Warrants of like tenor and terms
for the appropriate number of shares.

                  (e)  Investor's  Compliance.  Nothing in this Section 12 shall
affect in any way the Investor's  obligations under any agreement to comply with
all applicable securities laws upon resale of the Common Stock.

                  Section 13. Notices. All notices, demands, requests, consents,
approvals,  and other communications required or permitted hereunder shall be in
writing  and  shall  be (i)  personally  served,  (ii)  deposited  in the  mail,
registered  or certified,  return  receipt  requested,  postage  prepaid,  (iii)
delivered  by  reputable  air courier  service  with  charges  prepaid,  or (iv)
transmitted  by hand  delivery,  telegram or  facsimile,  addressed as set forth
below or to such other address as such party shall have  specified most recently
by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed  effective (a) upon hand delivery or delivery by
facsimile (with accurate  confirmation  generated by the transmitting  facsimile
machine) at the address or number  designated  below (if delivered on a business
day during normal  business  hours where such notice is to be received),  or the
first  business  day  following  such  delivery  (if  delivered  other than on a
business day during normal  business  hours where such notice is to be received)
or (b) on the  second  business  day  following  the date of  mailing by express
courier  service,  fully  prepaid,  addressed  to such  address,  or upon actual
receipt of such  mailing,  whichever  shall first occur.  The addresses for such
communications shall be:

                  If to the Company:

                  Tegal Corporation
                  2201 South McDowell Blvd.
                  Petaluma, California  94954
                  Telephone:  (707) 763-5600
                  Facsimile:  (415) 395-8095
                  Attention:  Chief Financial Officer

with a copy (which shall not constitute notice) to:

                  Scott Willoughby, Esq.
                  Latham & Watkins LLP
                  505 Montgomery Street #1900
                  San Francisco, CA 94111
                  Telephone:  (415) 646 8345
                  Facsimile:  (415) 395 8095


if to the Investor:


<PAGE>

                  Kingsbridge Capital Limited c/o Kingsbridge Corporate Services
                  Limited
                  Main Street
                  Kilcullen, County Kildare
                  Republic of Ireland
                  Telephone:        011-353-45-481-811
                  Facsimile:        011-353-45-482-003
                  Attention:        Adam Gurney, Director

with a copy (which shall not constitute notice) to:

                  Clifford Chance US LLP
                  200 Park Avenue
                  New York, NY  10166
                  Telephone:  (212) 878-8000
                  Facsimile:  (212) 878-8375
                  Attention:  Keith M. Andruschak, Esq.

                  Either  party  hereto may from time to time change its address
or  facsimile  number for notices  under this  Section 13 by giving at least ten
(10) days prior written  notice of such changed  address or facsimile  number to
the other party hereto.

                  Section 14.  Miscellaneous.  This  Warrant and any term hereof
may be changed,  waived,  discharged  or  terminated  only by an  instrument  in
writing signed by the party against which  enforcement  of such change,  waiver,
discharge  or  termination  is sought.  The  headings  in this  Warrant  are for
purposes of reference  only, and shall not limit or otherwise  affect any of the
terms hereof. The invalidity or  unenforceability  of any provision hereof shall
in no way affect the validity or enforceability of any other provision.

                  IN WITNESS  WHEREOF,  this  Warrant  was duly  executed by the
undersigned, thereunto duly authorized, as of the date first set forth above.

TEGAL CORPORATION



By: /s/ Thomas R. Mika
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    Thomas R. Mika
    Executive Vice President and Chief Financial Officer


<PAGE>

                            EXHIBIT A TO THE WARRANT

                                  EXERCISE FORM

                                TEGAL CORPORATION

         The  undersigned  hereby  irrevocably  exercises  the right to purchase
__________________  shares  of Common  Stock of Tegal  Corporation,  a  Delaware
corporation,  evidenced by the attached Warrant, and (CIRCLE EITHER (i) or (ii))
(i) tenders  herewith  payment of the Aggregate  Exercise  Price with respect to
such  shares in full,  in the amount of  $________,  in cash,  by  certified  or
official  bank check or by wire  transfer for the account of the Company or (ii)
elects,  pursuant to Section 2(c) of the  Warrant,  to convert such Warrant into
shares of Common Stock of Tegal Corporation on a cashless exercise basis, all in
accordance with the conditions and provisions of said Warrant.

         The  undersigned  requests  that stock  certificates  for such  Warrant
Shares be issued, and a Warrant  representing any unexercised  portion hereof be
issued,  pursuant to this Warrant,  in the name of the registered Warrant Holder
and delivered to the undersigned at the address set forth below.

Dated:______________________________________



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Signature of Registered Holder
Name of Registered Holder (Print)



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Address


<PAGE>



                            EXHIBIT B TO THE WARRANT
                                   ASSIGNMENT


         (To be executed by the registered  Warrant Holder  desiring to transfer
the Warrant)

         FOR VALUED  RECEIVED,  the  undersigned  Warrant Holder of the attached
Warrant  hereby sells,  assigns and  transfers  unto the persons below named the
right to purchase  ______________  shares of Common  Stock of Tegal  Corporation
evidenced by the attached  Warrant and does hereby  irrevocably  constitute  and
appoint  ______________________  attorney  to transfer  the said  Warrant on the
books of the Company, with full power of substitution in the premises.

Dated:


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Signature


Fill in for new Registration of Warrant:


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Name

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Address

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Please print name and address of assignee
(including zip code number)