EXHIBIT 10.8

                             SECURED PROMISSORY NOTE


DM 37,537,755.61                 Place of Issuance:  Fremont, California
                                 Date of Issuance:   Nov. 5th, 2001

     NOW THEREFORE, FOR VALUE RECEIVED, the Company, hereby promises and
covenants to pay to the order of the Holder, the principal sum of Thirty Seven
Million Five Hundred Thirty-Seven Thousand Seven Hundred Fifty-Five 61/100
DeutscheMarks (DM 37,537,755.61) (the "Principal Amount")(1), in lawful money of
the Federal Republic of Germany, together with accrued and unpaid interest at
the Interest Rate (as hereinafter defined), which the Company also promises and
covenants to pay the Holder, as follows:

1.   Interest. Interest on this Note shall accrue on the unpaid Principal Amount
     at the rate of six percent (6%) per annum (the "Interest Rate"), computed
     on the basis of a 360-day year. Interest on this Note shall be payable in
     arrears on the first business day of each calendar quarter, commencing on
     January 2, 2002. In the event that any interest payment hereunder shall not
     have been paid when due, then interest shall also accrue on all past due
     accrued and unpaid interest at the Interest Rate until all accrued interest
     is paid in full. The entire unpaid Principal Amount, together with all
     accrued and unpaid interest, shall be due and payable on July 2, 2002 (the
     "Maturity Date").

2.   Payment Instructions. 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

3.   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.



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1   The Principal Amount assumes that interest accrued for the period from April
    1, 2001, to July 1, 2001, will be capitalized and added to the principal
    balance of the Profits Note, while interest accrued for the period from July
    2, 2001 will be paid in cash at the Second Amendment Closing, either in the
    form of a cash payment by MTP or MWP to STEAG, or by an offset against the
    proceeds of the STEAG loan.



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4.   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.

5.   Globalzessionsvertrag. This Note and the obligations of the Company
     hereunder are partially secured by an assignment of the accounts receivable
     of Mattson Thermal Products GmbH and Mattson Wet Products GmbH, in the form
     of a Global Assignment Agreement for Claims arising from Delivery of Goods
     and Services, dated November 5th, 2001 (the "Globalzessionsvertrag"),
     governed by the laws of the Federal Republic of Germany.

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, together
     with the rights contained in the Globalzessionsvertrag. 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 or any of its subsidiaries that are either incorporated in
          or have as their principal place of business a state or country in
          North America or Europe (collectively, the "Subsidiaries") 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 or any of the
          Subsidiaries shall be adjudicated insolvent or bankrupt by a decree of
          a court of competent jurisdiction; or the Company or any of the
          Subsidiaries shall petition or apply for or acquiesce in, or consent
          to, the appointment of any receiver or trustee of the Company or any
          of the Subsidiaries or for all or any part of the property of the
          Company or any of the Subsidiaries; or the Company or any of the
          Subsidiaries shall make an assignment for the benefit of creditors; or
          the Company or any of the Subsidiaries shall admit in writing its
          inability to pay its debts as they mature;

     (c)  there shall be filed against the Company or any of the Subsidiaries
          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 or any of the Subsidiaries any proceeding



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          relating to the Company or any of the Subsidiaries 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 or any of the Subsidiaries 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 any of the Subsidiaries or for all or a substantial part of
          the property of the Company or any of the Subsidiaries 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 or any of the Subsidiaries and the same shall not be dismissed
          or bonded within 60 days after levy;

     (d)  the realizable value of the claims assigned to Holder under the
          Globalzessionsvertrag (after the application of the applicable
          deficiency quota, as may be adjusted from time to time pursuant to
          Paragraph 14(2) of the Globalzessionsvertrag ) shall become, or
          continue to be, less than DM 35,000,000 or if the
          Globalzessionsvertrag shall, in whole or in part, terminate, be
          modified, cease to be effective, or cease to be a legally valid,
          binding and enforceable obligation of the securing parties thereunder;

     (e)  the Company, including any of its Subsidiaries, shall have failed to
          make any payment due under, or shall otherwise be in default or breach
          under the terms of any Company Debt Instrument (any such failure or
          default, a "Cross-Default"); 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
          no instrument of the type described in the foregoing clauses (i)
          through (iv) shall constitute a Company Debt Instrument for the
          purposes of this Section 7(e) if the amount due under a such single
          instrument is less than US $1,000,000; or



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     (f)  the Company has materially breached any of its covenants contained in
          that certain Strategic Business Combination Agreement, dated as of
          June 27,2000, as amended (the" Agreement") or is in material breach of
          any of its representations or warranties contained in the Agreement.

     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, due and payable and such Principal Amount and
interest, together with costs, fees and expenses due under Section 9( c) hereof
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
Agreement, 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.   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.


     (c)  Costs. Fees and Exl1enses. 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.

     (d)  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 waiver of such right of acceleration or of the right of
          the Holder thereafter to insist upon strict compliance with the 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



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          hereafter be provided, which would produce a result contrary to or in
          conflict with the foregoing.

     (e)  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.

     (f)  Amendments to be Written. This Note and the Agreement 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; provided also that the Agreement may not be
          waived, changed, modified or discharged without the Holder's written
          approval.

     (g)  Assignment. No assignment hereof shall be made by the Company, by
          operation of law or otherwise, without the prior written consent of
          the Holder, and any such assignment or delegation that is not so
          consented to will be null and void.

     (h)  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 and
          exemption 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.

     (i)  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, provided that the Globalzessionsvertrag
          shall be governed by the substantive laws of the Federal Republic of
          Germany, without regard to rules or principles of the Conflict of
          Laws.




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     (j)  Notice. All notices and other communications required hereunder shall
          be delivered to the Holder and the Company in accordance with the
          notice provisions of the Agreement.

     (k)  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.

     (l)  "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.


     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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