Option Agreement STOCK OPTION AGREEMENT This Stock Option Agreement ("Option Agreement") is entered into as of January 12, 2000, by and between Etec Systems, Inc., a Nevada corporation (the "Company"), and Applied Materials, Inc., a Delaware...

Option Agreement





STOCK OPTION AGREEMENT
This Stock Option Agreement ("Option
Agreement") is entered into as of January 12, 2000, by and between
Etec Systems, Inc., a Nevada corporation (the
"Company"), and Applied Materials, Inc., a Delaware
corporation (the "Grantee").
Recitals
	A.	The Grantee, Boston
Acquisition Sub, Inc., a Nevada corporation and a wholly owned subsidiary of the
Grantee ("Merger Sub"), and the Company are entering into an Agreement
and Plan of Reorganization of even date herewith (as amended from time to time,
the "Reorganization Agreement"), which provides (subject to the
conditions set forth therein) for the merger of Merger Sub into the Company (the
"Merger").
	B.	In order to induce the Grantee to
enter into the Reorganization Agreement, the Company has agreed to enter into
this Option Agreement.
Agreement
The parties to this Option Agreement, intending to
be legally bound, agree as follows:




Certain Definitions. Capitalized terms
used but not defined in this Option Agreement shall have the meanings ascribed
to such terms in the Reorganization Agreement.
Grant of Option. The Company hereby
grants to the Grantee an irrevocable option (the "Option") to
purchase, out of the authorized but unissued Company Common Stock, a number of
shares of Company Common Stock equal to up to 19.9% of the number of shares of
Company Common Stock outstanding as of the date hereof (the shares of Company
Common Stock purchasable pursuant to the Option, as adjusted as set forth
herein, the "Option Shares"), at a price per Option Share equal to the
Exercise Price.  For purposes of this Option Agreement, the applicable
"Exercise Price" shall be equal to $82.46.
Term.  The Option shall terminate on the
earliest of the following dates (the "Termination Date"): (a) the date
on which the Merger becomes effective; (b) the date on which the Reorganization
Agreement is validly terminated pursuant to Section 8.1 thereof, if an Exercise
Event (as defined in Section 4(b)) shall not have occurred on or prior to such
date; or (c) the 180th day after the date on which the Grantee
receives written notice from the Company of the occurrence of an Exercise Event;
provided, however, that if an Exercise Event occurs, and if, by reason of
any applicable Legal Requirement, order, judgment, decree or other legal
impediment, the Option cannot be exercised on the 180th day after the
date on which the Grantee receives the written notice referred to in clause
"(c)" of this sentence, then the Termination Date shall be extended
until the date 10 business days after the date on which such impediment is
removed.  The rights of the Grantee and the obligations of the Company set forth
in Sections 7 and 8 shall not terminate on the Termination Date, but shall
survive the Termination Date as provided in those Sections.
Exercise of Option.


The Grantee may exercise the Option, in whole or
in part, at any time and from time to time on or before the Termination Date
following the occurrence of an Exercise Event.  If the Grantee exercises the
Option with respect to any Option Shares prior to the Termination Date, then,
notwithstanding anything to the contrary contained in this Option Agreement, the
Grantee shall be entitled to purchase such Option Shares in accordance with the
terms of this Option Agreement after the Termination Date.
For purposes of this Option Agreement, an "Exercise
Event" shall be deemed to have occurred:


immediately prior to the Company being required to pay a
termination fee to the Grantee pursuant to Section 8.3 (c) of the
Reorganization Agreement; or
if the Grantee shall have terminated the Reorganization
Agreement pursuant to Section 8.1(e) thereof or the Grantee shall have delivered
to the Company a written notice containing the Grantee's irrevocable
determination to terminate the Reorganization Agreement if a final vote of the
Company's stockholders on a proposal to adopt the Reorganization Agreement is
taken and the Company's stockholders do not adopt the Reorganization Agreement
by the Required Company Stockholder Vote.

To exercise the Option with respect to any Option Shares,
the Grantee shall deliver to the Company a written notice (an "Exercise
Notice") specifying: (i) the number of Option Shares the Grantee will
purchase; (ii) the place at which such Option Shares are to be purchased; and
(iii) the date on which such Option Shares are to be purchased, which shall not
be sooner than two business days nor later than twenty business days after the
date of delivery of such Exercise Notice to the Company.  (The date of delivery
of such Exercise Notice to the Company is referred to as the applicable
"Notice Date," and the Option shall be deemed to have been validly
exercised on such Notice Date with respect to the Option Shares referred to in
such Exercise Notice.)  The closing of the purchase of such Option Shares (the
applicable "Closing") shall take place at the place specified in the
Exercise Notice and on the date specified in the Exercise Notice (the applicable
"Closing Date"); provided, however, that: (A) if such purchase
cannot be consummated on such Closing Date by reason of any applicable Legal
Requirement, order, judgment, decree or other legal impediment, then the Grantee
may extend the Closing Date to a date not more than 10 business days after the
date on which such impediment is removed; and (B) if prior notification to or
approval of any Governmental Body is required, or if any waiting period must
expire or be terminated, in connection with such purchase, then (1) the Company
shall promptly cause to be filed the required notice or application for approval
and shall expeditiously process such notice or application, (2) the Company
shall cooperate with the Grantee in the filing of any such notice or application
required to be filed by the Grantee and in the obtaining of any such approval
required to be obtained by the Grantee, and (3) the Grantee may extend the
Closing Date to a date not more than 10 business days after the latest date on
which any required notification has been made, any required approval has been
obtained or any required waiting period has expired or been terminated.


Payment and Delivery of Certificate.






On each Closing Date, the Grantee shall pay to
the Company in immediately available funds an amount equal to the applicable
Exercise Price multiplied by the number of Option Shares to be purchased
by the Grantee from the Company on such Closing Date.
At each Closing, simultaneously with the delivery of
immediately available funds as provided in Section 5(a), the Company shall
deliver to the Grantee a certificate representing the Option Shares being
purchased at such Closing.  The Company represents, warrants and covenants that
such Option Shares will be duly authorized, validly issued, fully paid,
nonassessable and free and clear of all Encumbrances, except as may be
specifically provided in this Option Agreement.
The certificate representing the Option Shares delivered
at each Closing shall be endorsed with a restrictive legend that shall read
substantially as follows:



THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER SAID ACT OR UNLESS AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS AVAILABLE.




If at any time the Grantee delivers to the Company evidence
(in the form of a copy of a letter from the staff of the SEC or an opinion of
counsel reasonably satisfactory to the Company, or in some other form) that the
legend referred to above is not required for purposes of the Securities Act,
then the Company shall promptly replace such certificate with a certificate that
does not include such legend.




Adjustment Upon Changes in Capitalization,
Etc.


If the outstanding shares of Company Common
Stock are changed into a different number or class of shares by reason of any
stock split, division or subdivision of shares, stock dividend, reverse stock
split, reclassification, recapitalization or other similar transaction, then the
type and number of shares or securities subject to the Option, the applicable
Exercise Price, the Designated Price (as defined in Section 7(c)) and the
other numbers and dollar amounts referred to in this Option Agreement shall be
adjusted appropriately, and the Company shall ensure that proper provision is
made in the agreements and other documents governing such transaction so that
the Grantee shall receive upon exercise of the Option the same class and number
of outstanding shares or other securities or property that the Grantee would
have received in respect of the Company Common Stock if the Option had been
exercised immediately prior to such transaction or the record date for
determining stockholders entitled to participate in such transaction, as
applicable.  If any additional shares of Company Common Stock are issued after
the date of this Option Agreement (other than pursuant to a transaction
described in the first sentence of this Section 6(a)), then the number of shares
of Company Common Stock then remaining subject to the Option shall be increased
to the number by which (i) 19.9% of the number of shares of Company Common
Stock outstanding after the issuance of such additional shares exceeds
(ii) the number of shares (adjusted in accordance with the first sentence
of this Section 6(a)) previously issued to the Grantee upon exercise of the
Option.
If the Company shall enter into an agreement (i) to
consolidate, exchange shares or merge with any Person, other than the Grantee or
one of the Grantee's subsidiaries, and, in the case of a merger, shall not be
the continuing or surviving corporation, (ii) to permit any Person, other than
the Grantee or one of the Grantee's subsidiaries, to merge into the Company and
the Company shall be the continuing or surviving corporation, but, in connection
with such merger, the then outstanding shares of Company Common Stock shall be
changed into or exchanged for stock or other securities of the Company or any
other Person or cash or any other property, or the shares of Company Common
Stock outstanding immediately before such merger shall after such merger
represent less than 50% of the common shares and common share equivalents of the
Company outstanding immediately after the merger, or (iii) to sell, lease or
otherwise transfer all or substantially all of its assets to any Person, other
than the Grantee or one of the Grantee's subsidiaries, then, and in each such
case, the Company shall ensure that proper provision is made in the agreements
and other documents governing such transaction so that the Option shall, upon
the consummation of such transaction, become exercisable for the stock,
securities, cash or other property that would have been received by the Grantee
if the Grantee had exercised the Option immediately prior to such transaction or
the record date for determining the stockholders entitled to participate in such
transaction, as appropriate.  
The provisions of Sections 7 and 8 shall apply (with
appropriate adjustments) to any securities for which the Option becomes
exercisable pursuant to this Section 6.

Repurchase at the Election of the Grantee.


If, at any time during the period commencing
upon the occurrence of the first Exercise Event and ending on the
180th day after such occurrence, the Grantee delivers to the Company
a notice stating that the Grantee is exercising its rights under this
Section 7, then the Company shall repurchase from the Grantee (i) that
portion of the Option that then remains unexercised, (ii) all of the shares
of Company Common Stock beneficially owned by the Grantee that were previously
purchased by the Grantee upon exercise of the Option, and (iii) the
Grantee's right to receive all Option Shares with respect to which the Option
was previously exercised but which have not yet been issued and delivered to the
Grantee.  (The date on which the Grantee delivers such notice to the Company is
referred to as the "Request Date.")  Such repurchase shall be at an
aggregate price (the "Repurchase Consideration") equal to the sum
of:


the aggregate number of Option Shares with respect to
which the Option has been exercised on or prior to the Request Date and which
are beneficially owned by the Grantee, multiplied by the Designated
Price; 
the aggregate number of Option Shares with respect to
which the Option has previously been exercised but which have not yet been
issued and delivered to the Grantee, multiplied by the Designated Price
(it being understood that nothing in this Section 7 (a) (ii) or elsewhere in
this Option Agreement shall limit the Grantee's obligation to pay to the Company
the applicable Exercise Price for such Option Shares pursuant to Sections 4 and
5); and
the number of Option Shares with respect to which the
Option has not been exercised on or prior to the Request Date multiplied
by the amount (if any) by which the Designated Price, exceeds the applicable
Exercise Price.

If the Grantee exercises its rights under this
Section 7, then the Company shall, within two business days after the
Request Date, pay the Repurchase Consideration to the Grantee in immediately
available funds, and the Grantee shall thereupon surrender to the Company the
certificate or certificates evidencing the shares of Company Common Stock
repurchased by the Company pursuant to this Section 7.
For purposes of this Option Agreement, the
"Designated Price" means the highest of (i) the highest purchase
price per share paid after the date of this Option Agreement and on or prior to
the Request Date pursuant to any tender or exchange offer made for shares of
Company Common Stock, (ii) the highest price per share paid or to be paid
by any Person for shares of Company Common Stock pursuant to any agreement
contemplating a merger or other business combination transaction involving the
Company that was entered into after the date of this Option Agreement and on or
prior to the Request Date, (iii) the average of the highest bid prices per
share of Company Common Stock as quoted on The Nasdaq National Market (or if
Company Common Stock is not quoted on The Nasdaq National Market, the highest
bid price per share of Company Common Stock as quoted on any other market
comprising a part of The Nasdaq Stock Market or, if the shares of Company Common
Stock are not quoted thereon, on the principal trading market (as defined in
Regulation M under the Exchange Act) on which such shares are traded as reported
by a recognized source) during the 10-day period ending on the Request Date, or
(iv) the highest Exercise Price paid or payable for any Option Shares.  If any
portion of the consideration paid or to be paid pursuant to clause (i) or (ii)
of the preceding sentence is in a form other than cash, then the value of the
non-cash portion of such consideration shall be determined in good faith by an
independent nationally recognized investment banking firm selected by the
Grantee and reasonably acceptable to the Company.

Registration Rights.


The Company shall, if requested by the Grantee
at any time and from time to time within two years after the first exercise of
the Option (the "Registration Period"), as expeditiously as
practicable, prepare, file and cause to be declared effective up to two
registration statements under the Securities Act (including, at the sole
discretion of the Company, a "shelf" registration statement under
Rule 415 under the Securities Act or any successor provision), if
registration under the Securities Act is (in the Grantee's good faith judgment)
necessary or desirable in order to permit the offering, sale and delivery, in
accordance with the intended method of sale or other disposition stated by the
Grantee, of any or all shares of Company Common Stock or other securities that
have been acquired or are issuable upon exercise of the Option.  Without the
Grantee's prior written consent, no other securities may be included in any such
registration statement.  The Company shall use all reasonable efforts to cause
each such registration statement to become effective, to obtain all consents or
waivers of other parties that are required therefor and to keep such
registration statement effective for such period as may be as reasonably
necessary to effect such sale or other disposition.  In addition, the Company
shall use all reasonable efforts to register such shares or other securities
under any applicable state securities laws.  The obligations of the Company
hereunder to file a registration statement and to maintain its effectiveness may
be suspended for one or more periods of time not exceeding 45 days in the
aggregate if the Board of Directors of the Company shall have determined in good
faith that the filing of such registration statement or the maintenance of its
effectiveness would require disclosure of material nonpublic information and
that the disclosure thereof would materially and adversely affect the Company.
For purposes of determining whether two requests have been made under this
Section 8, only requests relating to a registration statement that has
become effective under the Securities Act shall be counted.
The expenses associated with the preparation and filing
of any such registration statement pursuant to this Section 8 and any sale
covered thereby (including any fees related to blue sky qualifications and
filing fees in respect of the National Association of Securities Dealers, Inc.)
("Registration Expenses") shall be for the account of the Company
(except for underwriting discounts or commissions or brokers' fees in respect to
shares to be sold by the Grantee and the fees and disbursement of the Grantee's
counsel).  
The Grantee shall provide all information reasonably
requested by the Company for inclusion in any registration statement to be filed
hereunder.  If during the Registration Period the Company shall propose to
register under the Securities Act the offering, sale and delivery of Company
Common Stock for cash pursuant to a firm commitment underwriting, it shall, in
addition to the Company's other obligations under this Section 8, allow the
Grantee the right to participate in such registration provided that the Grantee
participates in the underwriting; provided, however, that, if the
managing underwriter of such offering advises the Company in writing that in its
opinion the number of shares of Company Common Stock requested to be included in
such registration exceeds the number that can be sold in such offering, the
Company shall, after fully including therein all securities to be sold by the
Company, include the shares requested to be included therein by Grantee pro rata
(based on the number of shares intended to be included therein) with the shares
intended to be included therein by Persons other than the Company.  In
connection with any offering, sale and delivery of Company Common Stock pursuant
to a registration effected pursuant to this Section 8, the Company and the
Grantee shall provide each other and each underwriter of the offering with
customary representations, warranties and covenants, including covenants of
indemnification and contribution.

Profit Limitation.  


Notwithstanding any other provision in this Agreement, in
no event shall the Grantee's Total Profit (as defined below) exceed
$54,000,000.00 (the "Maximum Profit") and, if the Grantee's Total
Profit otherwise would exceed the Maximum Profit, the Grantee, at its sole
discretion shall either (i) reduce the number of Option Shares subject to the
Option, (ii) deliver to the Company for cancellation Option Shares (or other
securities into which such Option Shares are converted or exchanged) previously
purchased by the Grantee, (iii) pay cash to the Company, or (iv) any combination
of the foregoing, so that the Grantee's actually realized Total Profit shall not
exceed the Maximum Profit after taking into account the foregoing actions.
For purposes of this Agreement, "Total Profit"
shall mean: (i) the aggregate amount (before taxes) of (A) any excess of (x) the
net cash amounts or fair market value of any property received by the Grantee
pursuant to a sale of Option Shares (or securities into which such shares are
converted or exchanged) over (y) the Grantee's aggregate purchase price for such
Option Shares (or other securities), plus (B) any amounts received by the
Grantee on the repurchase of the Option by the Company pursuant to Section 7,
plus (C) any termination fee paid by the Company and received by the Grantee
pursuant to the Reorganization Agreement, minus (ii) the amounts of any cash
previously paid by the Grantee to the Company pursuant to this Section 9 plus
the value of the Option Shares (or other securities) previously delivered by the
Grantee to the Company for cancellation pursuant to this Section 9.
For purposes of Section 9(a) and clause (ii) of Section
9(b), the value of any Option Shares delivered by the Grantee to the Company
shall be the Designated Price of such Option Shares.

Listing.  If, at the time of the
occurrence of an Exercise Event, the Company Common Stock (or any other class of
securities subject to the Option) is then listed on The Nasdaq National Market
or on any other market or exchange, then the Company, upon the occurrence of
such Exercise Event, shall promptly file an application to list on The Nasdaq
National Market and on such other market or exchange the shares of the Company
Common Stock (or other securities then subject to the Option), and shall use its
best efforts to cause such application to be approved as promptly as
practicable.
Replacement of Agreement.  Upon receipt
by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Option Agreement, and (in the case of loss,
theft or destruction) of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Option Agreement, if mutilated, the Company
will execute and deliver a new Option Agreement of like tenor and date.  
Investment Representations.  The Option
and any Option Shares which the Grantee may hereafter acquire are being acquired
by the Grantee for its own account, for investment and not with a view to the
distribution or resale thereof, except in compliance with the Securities Act of
1933, as amended, and applicable state securities and blue sky laws.  The
Grantee has sufficient knowledge and experience in investing in securities
similar to the Option and to the Option Shares so as to be able to evaluate the
risks and merits of any investment in the Option and in the Option Shares and is
able financially to bear the risks thereof, including a complete loss of its
investment.
Miscellaneous.


Waiver.  No failure on the part of any party to
exercise any power, right, privilege or remedy under this Option Agreement, and
no delay on the part of any party in exercising any power, right, privilege or
remedy under this Option 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.  No party shall be deemed to
have waived any claim arising out of this Option Agreement, or any power, right,
privilege or remedy under this Option 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 such party; and any such
waiver shall not be applicable or have any effect except in the specific
instance in which it is given.
Notices.  Any notice or other
communication required or permitted to be delivered to any party under this
Option Agreement shall be in writing and shall be deemed properly delivered,
given and received (a) when delivered by hand, or (b) two business days after
sent by registered mail or, by courier or express delivery service or by
facsimile 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 the Company, to it at:
Etec Systems, Inc.
			00000 Xxxxxxxxx Xxxxxx
			Xxxxxxx, XX 00000
					Attention:  W. Xxxxxxx Xxxxxx, General
Counsel
	Facsimile:  (000) 000-0000
if to the Grantee, to it at:
			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
Entire Agreement; Counterparts. This
Option Agreement and the agreements referred to herein constitute the entire
agreement and supersede all prior agreements and understandings, both written
and oral, between the parties with respect to the subject matter hereof and
thereof.  This Option Agreement may be executed in several counterparts, each of
which shall be deemed an original and all of which shall constitute one and the
same instrument
Binding Effect; Benefit; Assignment.
This Option Agreement shall be binding upon, and shall be enforceable by and
inure solely to the benefit of, the parties hereto and their respective
successors and assigns; provided, however, that neither this Option
Agreement nor any of the Company's rights, interest or obligations hereunder may
be assigned by the Company without the prior written consent of the Grantee, and
any attempted assignment of this Option Agreement or any of such rights,
interest or obligations by the Company without such consent shall be void and of
no effect.  Nothing in this Option Agreement, express or implied, is intended to
or shall confer upon any Person (other than the parties hereto and the Grantee's
successors and assigns) any right, benefit or remedy of any nature whatsoever
under or by reason of this Option Agreement.
Amendment and Modification. This Option
Agreement may be amended with the approval of the respective boards of directors
of the Company and the Grantee at any time.  This Option Agreement may not be
amended except by an instrument in writing signed on behalf of each of the
parties hereto.
Further Actions. The Company agrees to
cooperate fully with the Grantee and to execute and deliver such further
documents, certificates, agreements and instruments and to take such other
actions as may be reasonably requested by the Grantee to evidence or reflect the
transactions contemplated by this Option Agreement and to carry out the intent
and purposes of this Option Agreement.
Headings.  The bold-faced headings
contained in this Option Agreement are for convenience of reference only, shall
not be deemed to be a part of this Option Agreement and shall not be referred to
in connection with the construction or interpretation of this Option
Agreement.
Applicable Law; Jurisdiction. This
Option Agreement shall be governed by, and construed in accordance with, the
laws of the State of Nevada, regardless of the laws that might otherwise govern
under applicable principles of conflicts of laws thereof.  In any action between
any of the parties arising out of or relating to this Option Agreement or any of
the transactions contemplated by this Option Agreement: (a) each of the
parties irrevocably and unconditionally consents and submits to the jurisdiction
and venue of the state and federal courts located in the States of California
and Nevada; (b) each of the parties irrevocably waives the right to trial by
jury; and (c) each of the parties irrevocably consents to service of process by
first class certified mail, return receipt requested, postage prepaid, to the
address at which such party is to receive notice in accordance with Section
12(b).
Severability.  If any term, provision,
covenant or restriction contained in this Option Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void, unenforceable or
against its regulatory policy, the remainder of the terms, provisions, covenants
and restrictions contained in this Option Agreement shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.
Specific Performance. The Company agrees
that (i) in the event of any breach or threatened breach by the Company of any
covenant, obligation or other provision set forth in this Option Agreement, the
Grantee shall be entitled (in addition to any other remedy  that may be
available to it), to (A) a decree or order of specific performance or
mandamus to enforce the observance and performance of such covenant, obligation
or other provision, and (B) an injunction restraining such breach or
threatened breach, and (ii) neither the Grantee nor any other Person shall be
required to provide any bond or other security in connection with any such
decree, order or injunction or in connection with any related action or
proceeding.
Attorneys' Fees. In any action at law or
suit in equity to enforce this Option Agreement or the rights of any of the
parties hereunder, the prevailing party in such action or suit shall be entitled
to receive a reasonable sum for its attorneys' fees and all other reasonable
costs and expenses incurred in such action or suit.
Non-Exclusivity.  The rights and
remedies of the Grantee under this Option Agreement are not exclusive of or
limited by any other rights or remedies which 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 the Grantee under this Option Agreement, and the obligations and
liabilities of the Company under this Option Agreement, are in addition to their
respective rights, remedies, obligations and liabilities under all applicable
Legal Requirements and under the Reorganization Agreement.  The covenants and
obligations of the Company set forth in this Option Agreement shall be construed
as independent of any other agreement or arrangement between the Company, on the
one hand, and the Grantee, on the other.  The existence of any claim or cause of
action by the Company against the Grantee shall not constitute a defense to the
enforcement of any of such covenants or obligations against the
Company.



(Remainder of page intentionally left blank.)
In Witness Whereof, the Company and the
Grantee have caused this Option Agreement to be executed as of the date first
written above.























Applied Materials, Inc.
By:	/s/  Xxxxxx X. Xxxxxxx	
Name:  Xxxxxx X. Xxxxxxx
Title:    Senior Vice President,
	Office of the President,
	Chief Financial Officer, and
	Chief Administrative Officer
Etec Systems, Inc.
By:	/s/  Xxxxxxx X. Xxxxxx	
Name:	Xxxxxxx X. Xxxxxx
Title:	Chairman, President and CEO