Exhibit 10.28  AMENDMENT NO. 1 TO
AMENDED AND RESTATED JOINT VENTURE AGREEMENT  ThisAmendment No. 1 to Amended and Restated Joint Venture Agreement
(this Amendment No. 1)
is made as of 9 January 2009 (the Amendment No. 1 Effective Date)
by and between Cymer, Inc., a Nevada corporation (Cymer),
and Carl Zeiss Laser Optics Beteiligungsgesellschaft mbH, a limited liability
company organized under the laws of Germany (Zeiss LOB),
and amends and supplements that certain Amended and Restated Joint Venture
Agreement, dated 12 September 2006 (the Restated
Agreement)
among TCZ GmbH, a limited liability company organized under the laws of
Switzerland, Cymer, Carl Zeiss SMT AG, a stock corporation organized under the
laws of Germany, Zeiss LOB , and TCZ Pte. Ltd., a company incorporated in
Singapore.  All capitalized terms used in
this Amendment No. 1 but not otherwise defined herein shall have the
meanings given such terms in the Restated Agreement and, unless otherwise
specified, references to Sections refer to Sections of the Restated Agreement.  NOW, THEREFORE, in
consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows.  1.AMENDMENT.  1.1Financial Reports.Section 7.03 of the Restated
Agreement is amended to read in its entirety as follows:  Section 7.03.          Financial Reports.The
Company, at its expense, shall provide or cause to be provided to each Member,
no later than thirty days after the close of each of the first three quarters
of the Companys Fiscal Year, and no later than ninety days after the end of
each such Fiscal Year, a financial report of the business and operations of the
Company prepared in accordance with GAAP and FRS consistently applied, relating
to such period, which report shall include (i) a balance sheet as at the
end of such period, (ii) a statement of income (loss) containing actual
operating performance vs. budgeted operating performance for the current period
and the year-to-date, and (iii) a cash flows statement (including sources
and uses of funds) for the current period and the year-to-date, and in each
case a comparison of the period then ended with the corresponding period in the
Fiscal Year immediately preceding such periods, which, in the case of the
report furnished after the close of the Fiscal Year for all Fiscal Years that
end prior to 1 January 2007, shall be audited by the Companys
independent certified public accountants, and which, in the case of the reports
furnished after each of the first three quarters of the Companys Fiscal Year
and after the close of each Fiscal Year that ends on or after 1 January 2007,
shall be unaudited and shall not include any notes thereto.  In addition, the quarterly financial
statements shall be accompanied by (x) a statement of changes in Members
equity containing a detail of capital contributions, distributions and
income/loss allocations for each of the Members and in total, for the current
period and the year-to-date, and (y) an  1


analysis, in reasonable detail, of the variance between the Companys
operating results and the corresponding amounts in the then current annual
Budget.  The quarterly financial reports
may in each case be subject to normal year-end adjustments.  In addition, the Members shall be entitled to
any other financial information, including monthly management reports in the
form produced by the Company, that the Members may reasonably request.  2.EFFECT OF AMENDMENT.Effective as of
the Amendment No. 1 Effective Date, all references in the Restated
Agreement to the Agreement or this Agreement shall mean the Restated
Agreement as amended by this Amendment No. 1.Except as expressly amended herein, the terms of the
Restated Agreement continue unchanged and shall remain in full force and
effect.  3.EXECUTION OF AMENDMENT.This Amendment No. 1
may be executed in one or more counterparts, each of which shall be considered
an original, but all of which counterparts together shall constitute one and
the same instrument.  [REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]  2


IN WITNESS WHEREOF, the
Members have caused this Amendment No. 1 to be executed by their duly
authorized representatives, effective as of the Amendment No. 1 Effective
Date.  CYMER, INC.By:
  /s/ Edward J. Brown, Jr.Name:
  Edward J. Brown, Jr.Title:
  President and Chief Operating Officer   CARL
  ZEISS LASER OPTICS
  BETEILIGUNGSGESELLSCHAFT MBHBy:
  /s/ Stefan MullerName:
  Stefan MullerTitle:
  General Manager  3