EXHIBIT 10.7

              AMENDED AND RESTATED SECURED PROMISSORY NOTE


U.S. $26,886,703.39              Place of Issuance:  Fremont, California
                                 Date of Issuance:  July 2, 2001

      WHEREAS, On January 1, 2001, Mattson Technology, Inc., a Delaware
corporation (the "Company"), promised and covenanted to pay to the order of,
STEAG Electronic Systems AG, an Aktiengesellschaft organized and existing under
the laws of the Federal Republic of Germany (the "Holder") an amount of
principal and interest set forth in a Secured Promissory Note (the "Original
Note"); and

      WHEREAS, by the execution of this Amended and Restated Secured Promissory
Note (this "Note") the Company and the Holder desire to amend and restate the
Original Note in order to, among other things, (i) extend the Maturity Date
thereof, (ii) capitalize interest due thereunder as of July 2, 2001, which shall
be deemed to be the date of issuance hereof, and add such capitalized interest
to the Principal Amount thereof, and (iii) amend the definition of an Event of
Default thereunder.

      NOW THEREFORE, FOR VALUE RECEIVED, the Company, hereby promises and
covenants to pay to the order of the Holder, the principal sum of Twenty-Six
Million Eight Hundred Eighty-Six Thousand Seven Hundred Three and 39/100 Dollars
($26,886,703.39) (the "Principal Amount") in lawful money of the United States,
together with accrued and unpaid interest from the date of issuance hereof on
the unpaid Principal Amount of this Note from time to time outstanding at the
Interest Rate (as hereinafter defined), which the Company also promises and
covenants to pay the Holder, as follows:

1.   Payment of Principal and Interest. Interest on this Note shall be payable
     in arrears on the first business day of each calendar quarter. The unpaid
     Principal Amount, together with all accrued and unpaid interest, shall be
     due and payable on July 2, 2002 (the "Maturity Date"). All payments due
     hereunder shall be made by wire transfer of immediately available funds to
     the following account, or to such other account or in such other manner as
     the Holder may designate in writing:

     TO:                      Deutsche Bank AG, Essen
     ROUTING & TRANSIT #:     DEUTDEDE360
     FOR CREDIT OF:           STEAG Electronics Systems AG
     CREDIT ACCOUNT #:        2581502




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2.   Application of Payments. Payments received on this Note shall be applied to
     payment of, in the following order: (i) costs and expenses of enforcing
     this Note following an Event of Default, (ii) accrued and unpaid interest
     and (iii) the remaining Principal Amount.

3.   Prepayments. The Company may prepay all or any portion of the accrued and
     unpaid interest, the outstanding Principal Amount and any other amounts due
     under this Note, prior to the Maturity Date, at any time and from time to
     time, without penalty and without prior notice to the Holder. Any
     prepayments shall be applied as set forth in Section 2.

4.   Interest Rate. The Principal Amount from time to time outstanding shall
     bear interest at the rate of six percent (6%) per annum (the "Interest
     Rate"), and shall be computed on the basis of a 360-day year. Interest
     shall accrue beginning as of the date of issuance hereof.

5.   Letter of Credit. This Note and the obligations of the Company hereunder
     are secured by an irrevocable standby letter of credit issued by Silicon
     Valley Bank dated December 29, 2000, as amended September 14, 2001 (the
     "Letter of Credit"), as may be further amended or superseded from time to
     time with the consent of the Company, the Holder and Silicon Valley Bank,
     and a copy of which is attached hereto as Exhibit A.

6.   Transfer. This Note shall be negotiable and may be transferred by the
     Holder in whole or in part, at any time and from time to time, upon the
     concurrent transfer of Letter of Credit to secure the obligations of the
     Company in favor of the transferee. Upon any such transfer, a new Note or
     Notes will be issued to the transferee in exchange therefor.

7.   Events of Default. The following shall constitute "Events of Default"
     hereunder:

     (a)  The Company shall have failed to pay when due any of the Principal
          Amount or any interest on this Note;

     (b)  the Company shall file a voluntary petition for relief under the
          United States Bankruptcy Code, as amended from time to time, or any
          bankruptcy, reorganization, arrangement, insolvency, readjustment of
          debt, receivership, dissolution, or liquidation law or statute of any
          jurisdiction, whether now or hereafter in effect; or the Company shall
          be adjudicated insolvent or bankrupt by a decree of a court of
          competent jurisdiction; or the Company shall petition or apply for or
          acquiesce in, or consent to, the appointment of any receiver or
          trustee of the Company or for all or any part of the property of the
          Company; or the Company shall make an assignment for the benefit of or
          the Company shall admit in writing its inability to pay its debts as
          they mature;


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     (c)  there shall be filed against the Company any involuntary petition for
          relief under the United States Bankruptcy Code, as amended from time
          to time, or there shall be commenced against the Company any
          proceeding relating to the Company under any bankruptcy,
          reorganization, arrangement, insolvency, readjustment of debt,
          receivership, dissolution, or liquidation law or statute of any
          jurisdiction, whether now or hereafter in effect, and such petition or
          any such proceeding shall remain undismissed for a period of 60 days
          or the Company by any act indicates its consent to, approval of, or
          acquiescence in, such petition or any such proceeding; or a receiver
          or trustee shall be appointed for the Company or for all or a
          substantial part of the property of the Company and any such
          receivership or trusteeship shall remain undischarged for a period of
          60 days; or a warrant of attachment, execution, or similar process
          shall be issued against any substantial part of the property of the
          Company and the same shall not be dismissed or bonded within 60 days
          after levy;

     (d)  the Letter of Credit shall, in whole or in part, terminate, be
          modified, cease to be effective, cease to be in an amount that is not
          less than the sum of (i) the Principal Amount plus (ii) the amount of
          any interest that is due and has not been paid, or cease to be a
          legally valid, binding and enforceable obligation of the issuing bank;
          or

     (e)  the Company, including any of its subsidiaries, shall have failed to
          make any payment due under, or is otherwise in default or breach under
          the terms of any Company Debt Instrument (any such failure or default,
          a "Cross-Default"), without regard to the value or materiality of any
          such Cross-Default, provided, however, that any Event of Default
          hereunder shall be subject, in each case, to any applicable
          opportunity to cure such default or breach that may be contained in
          the underlying Company Debt Instrument. For the purposes of this
          paragraph, "Company" means the Company and each of its subsidiaries,
          and "Company Debt Instrument" means (i) any obligation of the Company
          for money borrowed, (ii) any obligation of the Company evidenced by
          bonds, debentures, notes or other similar instruments, (iii) any
          reimbursement obligation of the Company with respect to letters of
          credit or similar facilities, (iv) any obligation of the Company
          issued or assumed as the deferred purchase price of property or
          services (but excluding trade accounts payable or accrued liabilities
          arising in the ordinary course of business), (v) any capital lease
          obligation of the Company, and (vi) any obligation of the foregoing
          type of another person that the Company has guaranteed, provided that
          the value of any of the foregoing obligations or instruments is not
          less than US $1,000,000, including principal and interest due
          hereunder.


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      Upon the occurrence of an Event of Default, the Holder shall have the
right to declare the entire unpaid Principal Amount of this Note, together with
accrued but unpaid interest and the costs and expenses of enforcing this Note,
due and payable and such Principal Amount, interest, costs and expenses may be
collected forthwith, regardless of the stipulated date of maturity, and the
Holder may exercise any and all other rights and remedies available to it under
applicable law.

      The Company shall give prompt written notice of the occurrence of an Event
of Default to the Holder at the address set forth in Section 10.1 of the SBCA
(as hereinafter defined) or such other address as the Holder may, from time to
time, notify the Company in writing.

8.   No Right of Set-Off. The obligation of the Company to pay the Holder the
     Principal Amount, all the interest that accrues thereon and all other
     amounts due under this Note shall be absolute and unconditional and the
     rights of the Holder shall not be subject to any defense, set-off,
     counterclaim or recoupment, including, without limitation, by reason of any
     obligation, indebtedness or liability at any time owing by the Holder to
     the Company.

9.   Combination Agreement. This Note is given pursuant to Section 6.13 (c) of
     the Strategic Business Combination Agreement, dated as of June 27, 2000,
     between the Holder and the Company, as amended by the Amendment to
     Strategic Business Combination Agreement, dated as of December 15,2000 (the
     "SBCA") as such may be subsequently amended, and the terms of such
     subsequent amendments are hereby incorporated by reference herein. In the
     event of any conflict between the SBCA and the terms of this Note, the
     terms of the SBCA shall be controlling.

10.  General.

     (a)  Headings. The headings used in this Note are for reference purposes
          only and shall not constitute a part hereof or affect the meaning or
          interpretation of this Note.

     (b)  Time is of the Essence. Time is of the essence of this Note. In the
          event this Note, or any part hereof, is not paid when due, the Company
          agrees to pay all costs of collection, including, but not limited to,
          attorneys' fees and expenses.

     (c)  Presentment; Failure to Accelerate. Presentment for payment, demand,
          protest and notice of demand, protest and non-payment, and all other
          notices are hereby waived by the Company. No failure to accelerate the
          debt evidenced hereby by reason of default hereunder or indulgences
          granted from time to time shall be construed (i) as a novation of this
          Note or as a reinstatement of the indebtedness evidenced hereby or as
          a waiver of such right of acceleration or of the right of the Holder
          thereafter to insist upon strict compliance with the


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          terms of this Note or (ii) to prevent the exercise of such right of
          acceleration or any other right or remedy granted hereunder or by
          applicable laws; and the Company hereby expressly waives the benefit
          of any statute or rule of law or equity now provided, or which may
          hereafter be provided, which would produce a result contrary to or in
          conflict with the foregoing.or rule of law or equity now provided, or
          which may hereafter be provided, which would produce a result contrary
          to or in conflict with the foregoing.

     (d)  Extension of Time. No extension of the time for the payment of this
          Note made by agreement with any person now or hereafter liable for the
          payment of this Note shall operate to release, discharge, modify,
          change, or affect the original liability of the Company under this
          Note, either in whole or in part, unless the Holder agrees otherwise
          in writing.

     (e)  Amendments to be Written. This Note may not be changed orally, but
          only by an agreement in writing signed by the party against whom
          enforcement of any waiver, change, modification, or discharge is
          sought.

     (f)  No Benefit of Statute of Limitations. Moratorium. To the extent
          permitted by law, the Company hereby waives and renounces for itself,
          its successors and assigns, all rights to the benefits of any statute
          of limitations and any moratorium, reinstatement, marshalling,
          forbearance, valuation, stay, extension, redemption, appraisement
          exemption, and homestead now provided, or which may hereafter be
          provided by the Constitution and laws of the United States of America
          and of any state thereof, both as to itself and in and to all of its
          property, real and personal, against the enforcement and collection of
          the obligations evidenced by this Note.

     (g)  Governing Law. This Note, upon acceptance by the Holder, shall
          constitute a contract under and shall be construed and enforceable in
          all respects in accordance with the laws of the State of Delaware,
          without regard to principles of conflicts or choice of law thereof or
          of any other jurisdiction.

     (h)  Notice. All notices and other communications required hereunder shall
          be delivered to the Holder and the Company in accordance with Section
          10.1 of the SBCA.

     (i)  Invalid Provisions. If any term or provision of this Note shall be
          held invalid, illegal or unenforceable, the validity of all other
          terms and provisions hereof shall in no way be affected thereby.

     (j)  "Company"; "Holder". As used herein, the terms "Company" and "Holder"
          shall be deemed to include their respective successors, legal
          representatives and assigns whether by voluntary action of the parties
          or by operation of law.


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      IN WITNESS WHEREOF, the Company has caused this Note to be signed by its
duly authorized officer as of the day and year first above written.


                                MATTSON TECHNOLOGY, INC.


                                By: /s/ Ludger Viefhues
                                   -----------------------
                                   Ludger Viefhues,
                                   Chief Financial Officer




























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