Fourth Amendment EXHIBIT 10.28 FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT BY AND BETWEEN ET LLC, a Delaware limited liability company d/b/a ET QRS LLC as LANDLORD and ETEC SYSTEMS, INC. a Nevada corporation as TENANT Premises:...

Fourth Amendment



EXHIBIT 10.28

FOURTH AMENDMENT TO
SECOND AMENDED AND RESTATED LEASE AGREEMENT
BY AND BETWEEN
ET LLC,
a Delaware limited liability company
d/b/a
ET QRS LLC
as LANDLORD
and
ETEC SYSTEMS, INC.
a Nevada corporation
as TENANT
Premises:  Hayward, California
Dated as of September 23, 1999
	THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED
LEASE AGREEMENT made as of September 23, 1999 by and between ET LLC, a Delaware
limited liability company d/b/a ET QRS LLC ("Landlord") and ETEC
SYSTEMS, INC., a Nevada corporation ("Tenant").

W I T N E S S E T H

	WHEREAS Landlord and Tenant entered into a certain Second Amended and
Restated Lease Agreement, dated as of February 2, 1998, as amended by a First
Amendment to Second Amended and Restated Lease Agreement, dated as of March 31,
1998, as further amended by a Second Amendment to Second Amended and Restated
Lease Agreement, dated as of May 8, 1998, as further amended by a Third
Amendment to Second Amended and Restated Lease Agreement, dated as of February
1999  (said "Lease Agreement," as amended by said First
Amendment, Second Amendment and Third Amendment, the "Original
Lease"); and
	WHEREAS Landlord and Tenant now desire to amend the Original Lease as
hereinafter set forth.
	IN CONSIDERATION OF the rents and provisions herein stipulated to be paid
and performed, Landlord and Tenant hereby covenant and agree as follows:






  The last sentence of subparagraph (a) of Paragraph 31 is hereby deleted in
its entirety and the following sentence is inserted in lieu thereof:
"Payment of such costs shall be made within ten (10) days following
receipt of a written request from Landlord accompanied by invoices for the
amounts requested, and shall include all such costs and expenses incurred by
Landlord in connection with the issuance of Landlord's Series B 7.11% Senior
Secured Notes Due September 1, 2014." 
  Subparagraphs (c)(i) and (c)(ii) of Paragraph 1 Basic Rent of
Exhibit D to the Original Lease are hereby deleted in their entirety and the
following is inserted in lieu thereof:








(c) with respect to the Project II Improvements, commencing on July 1, 1999
and continuing on the first day of each calendar month thereafter (each such
date also a "Basic Rent Payment Date") until the expiration of the
Initial Term, annual Basic Rent payable with respect to the Project II
Improvements shall be $5,746,530.72 per annum, payable in equal monthly
installments of $478,877.56." 




3.  Paragraph 2 Certain Definitions of the Original Lease is hereby
amended by deleting the definition of "Project II Costs" in its
entirety and inserting the following in lieu thereof:




"Project II Costs" shall mean with respect to the Project II
Improvements the sum of $50,000,000 and the Project II Acquisition Fee.





	4.  Schedule 1 to Exhibit E Financial Covenants is hereby deleted
in its entirety and Schedule 1 attached hereto is inserted in lieu
thereof.
	5.  This Fourth Amendment to Second Amendment and Restated Lease
Agreement may be executed in counterparts which, when taken together, shall
constitute a single document.
	6.  Except as expressly amended hereby the terms and conditions of the
Lease Agreement shall remain in full force and effect.  The terms of this
Amendment shall be binding upon the parties hereto and their respective
successors and assigns.
	IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Fourth Amendment to Second Amended and Restated Lease Agreement as of the
date first above written.













LANDLORD:
ET LLC, a Delaware limited liability company, d/b/a ET QRS LLC
By:	Corporate Property  Associates
	12 Incorporated, Member

	By:	Xxxxxx X Xxxxxxx			
	       Title:  Senior Vice President

By:	Corporate Property Associates
	14 Incorporated, Member

	By:	Xxxxxx X Xxxxxxx			
	       Title:  Executive Vice President

TENANT:
ETEC SYSTEMS, INC.,
a Nevada corporation

By:		Xxxx X. Xxxxx			
Title:		Treasurer			



























The undersigned hereby acknowledges and consents to the foregoing
Amendment.

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York life
insurance company

By:            /s/___________________
       Name: May Xxxxxxxxx Xxxxxxx
       Title:   Managing Director















Schedule 1
PROVISIONS APPLICABLE TO
QUALIFIED SUBORDINATED DEBT

	(a)	Qualified Subordinated Debt shall at all times be wholly
subordinate and junior in right of payment to indebtedness of Tenant which in
all events must include payments of Rent under the Lease (herein called
"Superior Indebtedness"), upon substantially the following
terms and conditions or such other terms and conditions as may be reasonably
approved by Landlord and Lender (and Landlord in all events must be defined to
be a "holder" of Superior Indebtedness):


	(1)	In the event of any liquidation, dissolution or winding up of
Tenant, or of any execution, sale, receivership, insolvency, bankruptcy,
liquidation, readjustment, reorganization or other similar proceeding relative
to Tenant or its property, all principal and interest owing on, or payments of
rent in respect of, all Superior Indebtedness shall first be irrevocably paid in
full before any payment is made upon the indebtedness evidenced by the
subordinated notes; and in any such event any payment or distribution of any
kind or character, whether in cash, property or securities (other than in
securities, including equity securities, or other evidences of indebtedness, the
payment of which is subordinated to the payment of all Superior Indebtedness
which may at the time be outstanding) which shall be made upon or in respect of
the subordinated notes shall be paid over to the holders of such Superior
Indebtedness, pro rata, for application in payment thereof unless and
until such Superior Indebtedness shall have been paid or satisfied in full;
	(2)	In the event that either (A) the maturity of any Superior
Indebtedness is accelerated or Landlord has given notice to Tenant of its
intention to terminate the Lease or require Tenant to make an irrevocable offer
to terminate the Lease following an Event of Default thereunder or (B) the
subordinated notes are declared or become due and payable because of the
occurrence of any event of default thereunder (or under the agreement or
indenture, as appropriate) or otherwise than at the option of Tenant, in either
case, under circumstances when the foregoing clause (1) shall not be applicable,
the holders of the subordinated notes shall be entitled to payments only after
there shall first have been paid in full all Superior Indebtedness outstanding
at the time of the occurrence of the events specified in subclauses (A) or (B)
above, or payment shall have been provided for in a manner satisfactory to the
holders of such Superior Indebtedness; and
	(3)	During the continuance of (A) any default with respect to any
Superior Indebtedness, or (B) any Event of Default under the Lease, which would
permit the holders thereof to accelerate the maturity of such Superior
Indebtedness, no payment of principal, premium or interest shall be made on the
subordinated notes, if written notice of such default (a "Default
Notice") has been given to Tenant by any holder or holders of any
Superior Indebtedness, for a period of not less than one hundred eighty (180)
days following receipt of any Default Notice.  Upon receipt of any Default
Notice from the holders of Superior Indebtedness pursuant to this clause (3),
Tenant shall forthwith send a copy thereof to each holder of the subordinated
notes at the time outstanding.  Any payment or distribution of any kind or
character, whether in cash, property or securities made with respect to any
subordinated note after receipt by Tenant of a Default Notice shall be held by
the holder of such subordinated note in trust for the benefit of, and shall be
paid over to, the holders of such Superior Indebtedness for application on a
pro rata basis to the payment of such Superior Indebtedness unless and
until such Superior Indebtedness shall have been paid or satisfied in
full.


(b)	No right of any holder of any Superior Indebtedness to enforce
subordination as herein provided shall at any time or in any way be affected or
impaired by any failure to act on the part of Tenant or the holders of Superior
Indebtedness, or by any noncompliance by Tenant with any of the terms,
provisions and covenants of the subordinated notes or the agreement under which
they are issued, regardless of any knowledge thereof that any such holder of
Superior Indebtedness may have or be otherwise charged with.
(c)	Tenant agrees, for the benefit of the holders of Superior
Indebtedness, that in the event that any subordinated note is declared due and
payable before its expressed maturity because of the occurrence of a default
hereunder, Tenant will give prompt notice in writing of such happening to the
holders of Superior Indebtedness.
(d)	The foregoing provisions are solely for the purpose of defining the
relative rights of the holders of Superior Indebtedness on the one hand, and the
holders of the subordinated notes on the other hand, and nothing herein shall
impair, as between Tenant and the holders of the subordinated notes, the
obligation of Tenant which is unconditional and absolute, to pay the principal,
premium, if any, and interest on the subordinated notes in accordance with their
terms, nor shall anything herein prevent the holders of the subordinated notes
from exercising all remedies otherwise permitted by applicable law or hereunder
upon default hereunder, subject to the rights of the holders of Superior
Indebtedness as herein provided for.