EXHIBIT 10.2

ABN AMRO Bank N.V. as Agent
101 California St Suite 4550
San Francisco, Ca   94111-5812

Attn: Robin Yim

        Pursuant to Subparagraph 2.01 (h) of  the Credit Agreement dated as of
May 24,  1996 (the "Credit Agreement"), among Etec  Systems, Inc. ("Borrower"),
the financial  institutions listed in Schedule I to the  Credit Agreement (the
"Lenders"), and ABN  AMRO Bank, N.V., as Agent for the Lenders,  Borrower
hereby requests the Lenders to  extend the Revolving Loan Maturity Date  (as
defined in the Credit Agreement) for  an additional one-year period.  If a 
Lender, in its sole and absolute  discretion, consents to such request, such 
Lender shall evidence such consent by  executing this letter in the space 
provided and returning to Agent two copies  of this letter.

        Upon the execution of a copy of this  letter by each Lender, the return
thereof  to Agent and the written notification  thereof by Agent to Borrower
and Lenders,  the Revolving Loan Maturity Date, as  defined in Paragraph 1.01
of the Credit  Agreement, shall be amended by changing  the date "November 30,
1999" to "November  30, 2000".

Except as specifically amended hereby, all  terms, covenants and conditions of
the  Credit Agreement shall remain in full  force and effect.


Very truly yours,



By:/s/ Richard W. Powell
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Richard W.  Powell
Corporate Treasurer
Etec Systems, Inc.
Systems, Inc.

Consented to and Acknowledged by:

Signature: /s/ Mary Beth Suhr
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Name:   Mary Beth Suhr
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Title:   V. P.      
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Bank:   Comerica  
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