Voting Agreement VOTING AGREEMENT This Voting Agreement is entered into as of January 12, 2000, by and between Applied Materials, Inc., a Delaware corporation ("Parent"), and ___________ ("Stockholder"). Recitals Parent, Boston Acquisition Sub, Inc.,...

Voting Agreement





VOTING AGREEMENT
	This Voting Agreement is
entered into as of January 12, 2000, by and between Applied Materials,
Inc., a Delaware corporation ("Parent"), and ___________
("Stockholder").
Recitals



Parent, Boston Acquisition Sub, Inc., a Nevada
corporation and a wholly owned subsidiary of Parent ("Merger Sub"),
and Etec Systems, Inc., a Nevada corporation (the "Company"), are
entering into an Agreement and Plan of Reorganization of even date herewith (the
"Reorganization Agreement"), which provides (subject to the conditions
set forth therein) for the merger of Merger Sub into the Company (the
"Merger").
In order to induce Parent and Merger Sub to enter into
the Reorganization Agreement, Stockholder is entering into this Voting
Agreement.


Agreement
	The parties to this Voting Agreement, intending
to be legally bound, agree as follows:

Section  1.	Certain Definitions
		For purposes of this Voting Agreement:
		(a)	"Company Common
Stock" shall mean the common stock, par value $0.01 per share,
of the Company.
		(b)	"Expiration
Date" shall mean the earlier of (i) the date upon which the
Reorganization Agreement is validly terminated, or (ii) the date upon which the
Merger becomes effective.
		(c)	Stockholder shall be deemed
to "Own" or to have acquired
"Ownership" of a security if Stockholder: (i)
is the record owner of such security; or (ii) is the "beneficial
owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act
of 1934) of such security.
		(d)	"Person"
shall mean any (i) individual, (ii) corporation, limited liability company,
partnership or other entity, or (iii) governmental authority.
		(e)	"Subject
Securities" shall mean: (i) all securities of the Company
(including all shares of Company Common Stock and all options, warrants and
other rights to acquire shares of Company Common Stock) Owned by Stockholder as
of the date of this Voting Agreement; and (ii) all additional securities of the
Company (including all additional shares of Company Common Stock and all
additional options, warrants and other rights to acquire shares of Company
Common Stock) of which Stockholder acquires Ownership during the period from the
date of this Voting Agreement through the Expiration Date.
		(f)	A Person shall be deemed to
have a effected a "Transfer" of a security if
such Person directly or indirectly: (i) sells, pledges, encumbers, grants an
option with respect to, transfers or disposes of such security or any interest
in such security; or (ii) enters into an agreement or commitment contemplating
the possible sale of, pledge of, encumbrance of, grant of an option with respect
to, transfer of or disposition of such security or any interest therein.
Section 2.	Transfer Of Subject Securities
	2.1	Transferee of Subject Securities to be Bound by
this Agreement.  Stockholder agrees that, during the period from the
date of this Voting Agreement through the Expiration Date, Stockholder shall not
cause or permit any Transfer of any of the Subject Securities to be effected
unless each Person to which any of such Subject Securities, or any interest in
any of such Subject Securities, is or may be transferred shall have: (a)
executed a counterpart of this Voting Agreement and a proxy in the form attached
hereto as Exhibit A (with such modifications as Parent may reasonably request);
and (b) agreed to hold such Subject Securities (or interest in such Subject
Securities) subject to all of the terms and provisions of this Voting Agreement.
	2.2	Transfer of Voting Rights.
Stockholder agrees that, during the period from the date of this Voting
Agreement through the Expiration Date, Stockholder shall ensure that: (a) none
of the Subject Securities is deposited into a voting trust; and (b) no proxy is
granted, and no voting agreement or similar agreement is entered into, with
respect to any of the Subject Securities.
Section 3.	Voting Of Shares
	3.1	Voting Agreement.
Stockholder agrees that, during the period from the date of this Voting
Agreement through the Expiration Date:


(a)	at any meeting of stockholders of the
Company, however called, Stockholder shall (unless otherwise directed in writing
by Parent) cause all outstanding shares of Company Common Stock that are Owned
by Stockholder (and with respect to which Stockholder has voting power) as of
the record date fixed for such meeting to be voted in favor of the approval and
adoption of the Reorganization Agreement and the approval of the Merger, and in
favor of each of the other actions contemplated by the Reorganization Agreement;
and
(b)	in the event written consents are
solicited or otherwise sought from stockholders of the Company with respect to
the approval or adoption of the Reorganization Agreement, with respect to the
approval of the Merger or with respect to any of the other actions contemplated
by the Reorganization Agreement, Stockholder shall (unless otherwise directed in
writing by Parent) cause to be executed, with respect to all outstanding shares
of Company Common Stock that are Owned by Stockholder (and with respect to which
Stockholder has voting power) as of the record date fixed for the consent to the
proposed action, a written consent or written consents to such proposed
action.


	3.2	Proxy; Further Assurances.
		(a)	Contemporaneously
with the execution of this Voting Agreement: (i) Stockholder shall deliver to
Parent a proxy in the form attached to this Voting Agreement as Exhibit A, which
shall be irrevocable to the fullest extent permitted by law, with respect to the
shares referred to therein (the "Proxy"); and (ii) Stockholder shall
cause to be delivered to Parent an additional proxy (in the form attached hereto
as Exhibit A) executed on behalf of the record owner of any outstanding shares
of Company Common Stock that are owned beneficially (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934), but not of record, by
Stockholder.
		(b)	Stockholder shall, at his or
her own expense, perform such further acts and execute such further documents
and instruments as may reasonably be required to vest in Parent the power to
carry out and give effect to the provisions of this Voting Agreement.
Section 4.	Waiver Of Appraisal Rights
	Stockholder hereby irrevocably and
unconditionally waives, and agrees to cause to be waived and to prevent the
exercise of, any rights of appraisal, any dissenters' rights and any similar
rights relating to the Merger or any related transaction that Stockholder or any
other Person may have by virtue of the ownership of any outstanding shares of
Company Common Stock Owned by Stockholder.
Section 5.	No Solicitation
	Stockholder agrees to abide by the terms of
Section 4.3 of the Reorganization Agreement as if Stockholder was a party to the
Reorganization Agreement.
Section 6.	Representations And Warranties Of
Stockholder
	Stockholder hereby represents and warrants to
Parent as follows:
	6.1	Authorization.  Stockholder has
the absolute and unrestricted right, power, authority and capacity to execute
and deliver this Voting Agreement and the Proxy and to perform his or her
obligations hereunder and thereunder.  This Voting Agreement and the Proxy have
been duly executed and delivered by Stockholder and constitute legal, valid and
binding obligations of Stockholder, subject to (i) laws of general application
relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of
law governing specific performance, injunctive relief and other equitable
remedies.
	6.2	No Conflicts or Consents
		(a)	The execution and
delivery of this Voting Agreement and the Proxy by Stockholder do not, and the
performance of this Voting Agreement and the Proxy by Stockholder will not: (i)
conflict with or violate any law, rule, regulation, order, decree or judgment
known to Stockholder to be applicable to Stockholder; or (ii) result in or
constitute (with or without notice or lapse of time) any breach of or default
under, or give to any other Person (with or without notice or lapse of time) any
right of termination, amendment, acceleration or cancellation of, or result
(with or without notice or lapse of time) in the creation of any encumbrance or
restriction on any of the Subject Securities pursuant to, any contract to which
Stockholder is a party.
		(b)	To Stockholder's knowledge,
the execution and delivery of this Voting Agreement and the Proxy by Stockholder
do not, and the performance of this Voting Agreement and the Proxy by
Stockholder will not, require any consent or approval of any Person.
	6.3	Title to Securities.  As of the
date of this Voting Agreement:  (a) Stockholder holds of record (free and clear
of any encumbrances or restrictions) the number of outstanding shares of Company
Common Stock set forth under the heading "Shares Held of Record" on
the signature page hereof; (b) Stockholder holds (free and clear of any
encumbrances or restrictions) the options, warrants and other rights to acquire
shares of Company Common Stock set forth under the heading "Options and
Other Rights" on the signature page hereof; (c) Stockholder Owns the
additional securities of the Company set forth under the heading
"Additional Securities Beneficially Owned" on the signature page
hereof; and (d) Stockholder does not directly or indirectly Own any shares of
capital stock or other securities of the Company, or any option, warrant or
other right to acquire (by purchase, conversion or otherwise) any shares of
capital stock or other securities of the Company, other than the shares and
options, warrants and other rights set forth on the signature page hereof.
	6.4	Accuracy of Representations.  The
representations and warranties contained in this Voting Agreement are accurate
in all respects as of the date of this Voting Agreement, and Stockholder will
not take any action that he or she believes will cause the representations and
warranties to not be accurate in all respects at all times through the
Expiration Date.
Section 7.	Additional Covenants Of Stockholder
	7.1	Further Assurances.
From time to time and without additional consideration, Stockholder shall (at
Stockholder's sole expense) execute and deliver, or cause to be executed and
delivered, such additional transfers, assignments, endorsements, proxies,
consents and other instruments, and shall (at Stockholder's sole expense) take
such further actions, as Parent may reasonably request for the purpose of
carrying out and furthering the intent of this Voting Agreement.
	7.2	Legend.  Immediately after the
execution of this Voting Agreement (and from time to time upon the acquisition
by Stockholder of Ownership of any shares of Company Common Stock prior to the
Expiration Date), Stockholder shall ensure that each certificate evidencing any
outstanding shares of Company Common Stock or other securities of the Company
Owned by Stockholder bears a legend in the following form:


THE SECURITY OR SECURITIES REPRESENTED BY THIS CERTIFICATE
MAY NOT BE SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN
COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE VOTING AGREEMENT DATED AS OF
JANUARY 12, 2000, BETWEEN APPLIED MATERIALS, INC. AND ______________, AS IT MAY
BE AMENDED, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF
APPLIED MATERIALS, INC.


Section 8.	Miscellaneous
	8.1	Indemnification.  Stockholder shall hold
harmless and indemnify Parent and Parent's affiliates from and against, and
shall compensate and reimburse Parent and Parent's affiliates for, any loss,
damage, claim, liability, fee (including attorneys' fees), demand, cost or
expense (regardless of whether or not such loss, damage, claim, liability, fee,
demand, cost or expense relates to a third-party claim) that is directly or
indirectly suffered or incurred by Parent or any of Parent's affiliates, or to
which Parent or any of Parent's affiliates otherwise becomes subject, and that
arises directly or indirectly from, or relates directly or indirectly to, (a)
any inaccuracy in or breach of any representation or warranty contained in this
Voting Agreement, or (b) any failure on the part of Stockholder to observe,
perform or abide by, or any other breach of, any restriction, covenant,
obligation or other provision contained in this Voting Agreement or in the
Proxy.
	8.2	Expenses.  All costs and expenses
incurred in connection with the transactions contemplated by this Voting
Agreement shall be paid by the party incurring such costs and expenses.
	8.3	Notices.  Any notice or other
communication required or permitted to be delivered to any party under this
Voting Agreement shall be in writing and shall be deemed properly delivered,
given and received (a) when delivered by hand or by courier or express delivery
service or by facsimile, or (b) two business days after sent by registered mail
to the address or facsimile telephone number set forth beneath the name of such
party below (or to such other address or facsimile telephone number as such
party shall have specified in a written notice given to the other parties
hereto):

    if to Stockholder:











    at the address set forth below Stockholder's signature on the
signature page hereof










    if to Parent:
    Applied Materials, Inc.
    0000 Xxxxxx
    Xxxxx Xxxxx, XX  00000
    Attention:  Xxxxxx X. Xxxxxxx
    Mail Stop: 2061
    Facsimile:  (000) 000-0000
    and
    Attention:  Xxxxxxxxx Xxxxx
    Mail Stop: 1954
    Facsimile:  (000) 000-0000



	8.4	Severability.  If any provision
of this Voting Agreement or any part of any such provision is held under any
circumstances to be invalid or unenforceable in any jurisdiction, then (a) such
provision or part thereof shall, with respect to such circumstances and in such
jurisdiction, be deemed amended to conform to applicable laws so as to be valid
and enforceable to the fullest possible extent, (b) the invalidity or
unenforceability of such provision or part thereof under such circumstances and
in such jurisdiction shall not affect the validity or enforceability of such
provision or part thereof under any other circumstances or in any other
jurisdiction, and (c) the invalidity or unenforceability of such provision or
part thereof shall not affect the validity or enforceability of the remainder of
such provision or the validity or enforceability of any other provision of this
Voting Agreement.  Each provision of this Voting Agreement is separable from
every other provision of this Voting Agreement, and each part of each provision
of this Voting Agreement is separable from every other part of such provision.
	8.5	Entire Agreement.  This Voting
Agreement, the Proxy and any other documents delivered by the parties in
connection herewith constitute the entire agreement between the parties with
respect to the subject matter hereof and thereof and supersede all prior
agreements and understandings between the parties with respect thereto.  No
addition to or modification of any provision of this Voting Agreement shall be
binding upon either party unless made in writing and signed by both parties.
	8.6	Assignment; Binding Effect.
Except as provided herein, neither this Voting Agreement nor any of the
interests or obligations hereunder may be assigned or delegated by Stockholder
and any attempted or purported assignment or delegation of any of such interests
or obligations shall be void.  Subject to the preceding sentence, this Voting
Agreement shall be binding upon Stockholder and his or her heirs, estate,
executors, personal representatives, successors and assigns, and shall inure to
the benefit of Parent and its successors and assigns.  Without limiting any of
the restrictions set forth in Section 2 or elsewhere in this Voting Agreement,
this Voting Agreement shall be binding upon any Person to whom any Subject
Securities are transferred.  Nothing in this Voting Agreement is intended to
confer on any Person (other than Parent and its successors and assigns) any
rights or remedies of any nature.
8.7	Specific Performance.  The parties
agree that irreparable damage would occur in the event that any of the
provisions of this Voting Agreement or the Proxy was not performed in accordance
with its specific terms or was otherwise breached.  Stockholder agrees that, in
the event of any breach or threatened breach by Stockholder of any covenant or
obligation contained in this Voting Agreement or in the Proxy, Parent shall be
entitled (in addition to any other remedy that may be available to it, including
monetary damages) to seek and obtain (a) a decree or order of specific
performance to enforce the observance and performance of such covenant or
obligation, and (b) an injunction restraining such breach or threatened breach.
Stockholder further agrees that neither Parent nor any other Person shall be
required to obtain, furnish or post any bond or similar instrument in connection
with or as a condition to obtaining any remedy referred to in this Section 8.7,
and Stockholder irrevocably waives any right he or she may have to require the
obtaining, furnishing or posting of any such bond or similar instrument.
	8.8	Non-Exclusivity.  The rights and
remedies of Parent under this Voting Agreement are not exclusive of or limited
by any other rights or remedies that it may have, whether at law, in equity, by
contract or otherwise, all of which shall be cumulative (and not alternative).
Without limiting the generality of the foregoing, the rights and remedies of
Parent under this Voting Agreement, and the obligations and liabilities of
Stockholder under this Voting Agreement, are in addition to their respective
rights, remedies, obligations and liabilities under common law requirements and
under all applicable statutes, rules and regulations.  Nothing in this Voting
Agreement shall limit any of Stockholder's obligations, or the rights or
remedies of Parent, under any Affiliate Agreement between Parent and
Stockholder; and nothing in any such Affiliate Agreement shall limit any of
Stockholder's obligations, or any of the rights or remedies of Parent, under
this Voting Agreement.
	8.9	Governing Law; Venue.
		(a)	This Voting Agreement and the
Proxy shall be construed in accordance with, and governed in all respects by,
the laws of the State of Delaware (without giving effect to principles of
conflicts of laws).
		(b)	Any legal action or other
legal proceeding relating to this Voting Agreement or the Proxy or the
enforcement of any provision of this Voting Agreement or the Proxy may be
brought or otherwise commenced in any state or federal court located in the
County of Santa Clara, California.  Stockholder:


(i)	expressly and irrevocably consents and submits to the
jurisdiction of each state and federal court located in the County of Santa
Clara, California (and each appellate court located in the State of California),
in connection with any such legal proceeding;
(ii)	agrees that service of any process, summons, notice
or document by U.S. mail addressed to him or her at the address set forth in
Section 8.3 shall constitute effective service of such process, summons, notice
or document for purposes of any such legal proceeding;
(iii)	agrees that each state and federal court located in
the County of Santa Clara, California, shall be deemed to be a convenient forum;
and
(iv)	agrees not to assert (by way of motion, as a defense
or otherwise), in any such legal proceeding commenced in any state or federal
court located in the County of Santa Clara, California, any claim that
Stockholder is not subject personally to the jurisdiction of such court, that
such legal proceeding has been brought in an inconvenient forum, that the venue
of such proceeding is improper or that this Voting Agreement or the subject
matter of this Voting Agreement may not be enforced in or by such court.


Nothing contained in this Section 8.9 shall be deemed to
limit or otherwise affect the right of Parent to commence any legal proceeding
or otherwise proceed against Stockholder in any other forum or jurisdiction.
		(c)	STOCKHOLDER IRREVOCABLY
WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING
RELATING TO THIS VOTING AGREEMENT OR THE PROXY OR THE ENFORCEMENT OF ANY
PROVISION OF THIS VOTING AGREEMENT OR THE PROXY.
	8.10	Counterparts.  This Voting
Agreement may be executed by the parties in separate counterparts, each of which
when so executed and delivered shall be an original, but all such counterparts
shall together constitute one and the same instrument.
	8.11	Captions.  The captions
contained in this Voting Agreement are for convenience of reference only, shall
not be deemed to be a part of this Voting Agreement and shall not be referred to
in connection with the construction or interpretation of this Voting Agreement.
	8.12	Attorneys' Fees.  If any legal
action or other legal proceeding relating to this Voting Agreement or the
enforcement of any provision of this Voting Agreement is brought against
Stockholder, the prevailing party shall be entitled to recover reasonable
attorneys' fees, costs and disbursements (in addition to any other relief to
which the prevailing party may be entitled).
	8.13	Waiver.  No failure on the part
of Parent to exercise any power, right, privilege or remedy under this Voting
Agreement, and no delay on the part of Parent in exercising any power, right,
privilege or remedy under this Voting Agreement, shall operate as a waiver of
such power, right, privilege or remedy; and no single or partial exercise of any
such power, right, privilege or remedy shall preclude any other or further
exercise thereof or of any other power, right, privilege or remedy.  Parent
shall not be deemed to have waived any claim available to Parent arising out of
this Voting Agreement, or any power, right, privilege or remedy of Parent under
this Voting Agreement, unless the waiver of such claim, power, right, privilege
or remedy is expressly set forth in a written instrument duly executed and
delivered on behalf of Parent; and any such waiver shall not be applicable or
have any effect except in the specific instance in which it is given.
	8.14	Construction.
		(a)	For purposes of this
Voting Agreement, whenever the context requires: the singular number shall
include the plural, and vice versa; the masculine gender shall include the
feminine and neuter genders; the feminine gender shall include the masculine and
neuter genders; and the neuter gender shall include masculine and feminine
genders.
		(b)	As used in this Voting
Agreement, the words "include" and "including," and
variations thereof, shall not be deemed to be terms of limitation, but rather
shall be deemed to be followed by the words "without limitation."
		(c)	Except as otherwise
indicated, all references in this Voting Agreement to "Sections" and
"Exhibits" are intended to refer to Sections of this Voting Agreement
and Exhibits to this Voting Agreement.
8.15	Stockholder Only.  Stockholder is
entering into this Voting Agreement only in his or her capacity as a stockholder
and not in his or her capacity as an officer or director of the Company.
Stockholder shall not be required to exercise any options or warrants held by
Stockholder.
(Remainder of page intentionally left blank)
	In Witness Whereof, Parent and
Stockholder have caused this Voting Agreement to be executed as of the date
first written above.

Applied Materials, Inc. 
By:_________________________________













[Stockholder]










_____________________________________
Name:









Address:_____________________________













_____________________________________
Facsimile:____________________________

Shares Held of Record  Options and Other
Rights   Additional Securities Beneficially Owned















Exhibit A
Form Of Irrevocable Proxy
	The undersigned stockholder of Etec Systems,
Inc.,a Nevada corporation (the "Company"), hereby irrevocably (to the
fullest extent permitted by law) appoints and constitutes Xxxxx X. Xxxxxx,
Xxxxxxxxx Xxxxx and Applied Materials, Inc., a Delaware corporation
("Parent"), and each of them, the attorneys and proxies of the
undersigned with full power of substitution and resubstitution, to the full
extent of the undersigned's rights with respect to (i) the outstanding shares of
capital stock of the Company owned of record by the undersigned as of the date
of this proxy, which shares are specified on the final page of this proxy, and
(ii) any and all other shares of capital stock of the Company that the
undersigned may acquire on or after the date hereof.  (The shares of the capital
stock of the Company referred to in clauses "(i)" and "(ii)"
of the immediately preceding sentence are collectively referred to as the
"Shares.")  Upon the execution hereof, all prior proxies given by the
undersigned with respect to any of the Shares are hereby revoked, and the
undersigned agrees that no subsequent proxies will be given with respect to any
of the Shares.
	This proxy is irrevocable, is coupled with an interest
and is granted in connection with the Voting Agreement, dated as of the date
hereof, between Parent and the undersigned (the "Voting Agreement"),
and is granted in consideration of Parent entering into the Agreement and Plan
of Reorganization, dated as of the date hereof, among Parent, Boston Acquisition
Sub, Inc. and the Company (the "Reorganization Agreement").
	The attorneys and proxies named above will be empowered,
and may exercise this proxy, to vote the Shares at any time until the earlier to
occur of the valid termination of the Reorganization Agreement or the effective
time of the merger contemplated thereby (the "Merger") at any meeting
of the stockholders of the Company, however called, or in connection with any
solicitation of written consents from stockholders of the Company, in favor of
the approval and adoption of the Reorganization Agreement and the approval of
the Merger, and in favor of each of the other actions contemplated by the
Reorganization Agreement.
	The undersigned may vote the Shares on all other
matters.	
	This proxy shall be binding upon the heirs, estate,
executors, personal representatives, successors and assigns of the undersigned
(including any transferee of any of the Shares).
	If any provision of this proxy or any part of any such
provision is held under any circumstances to be invalid or unenforceable in any
jurisdiction, then (a) such provision or part thereof shall, with respect to
such circumstances and in such jurisdiction, be deemed amended to conform to
applicable laws so as to be valid and enforceable to the fullest possible
extent, (b) the invalidity or unenforceability of such provision or part thereof
under such circumstances and in such jurisdiction shall not affect the validity
or enforceability of such provision or part thereof under any other
circumstances or in any other jurisdiction, and (c) the invalidity or
unenforceability of such provision or part thereof shall not affect the validity
or enforceability of the remainder of such provision or the validity or
enforceability of any other provision of this proxy.  Each provision of this
proxy is separable from every other provision of this proxy, and each part of
each provision of this proxy is separable from every other part of such
provision.
	This proxy shall terminate upon the earlier of the valid
termination of the Reorganization Agreement or the effective time of the Merger.
	This proxy shall have no effect on, and does not grant
any rights to Parent with respect to, the undersigned's authority to vote on
matters as a director, either at a meeting of the Board of Directors of the
Company or pursuant to a unanimous written consent of the Board of Directors of
the Company.
Dated:  January __, 2000.

____________________________________
Name





Number of shares of common stock of the Company owned of record as of the
date of this proxy:




____________________________________