-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 OlOU+HtaixLGlvAa8XgRUUDv1yzg9kGKpfJBq3lvfG/bEn26h3L0NVkTV39mb5K+
 dScWKR1bORPLFSdLmN3C8w==

<SEC-DOCUMENT>/in/edgar/work/0000950147-00-001513/0000950147-00-001513.txt : 20001003
<SEC-HEADER>0000950147-00-001513.hdr.sgml : 20001003
ACCESSION NUMBER:		0000950147-00-001513
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20001002

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMTECH SYSTEMS INC
		CENTRAL INDEX KEY:			0000720500
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3559
]		IRS NUMBER:				860411215
		STATE OF INCORPORATION:			AZ
		FISCAL YEAR END:			0930
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-3
			SEC ACT:		
			SEC FILE NUMBER:	333-47098
			FILM NUMBER:		733019
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		131 S CLARK DR
				CITY:			TEMPE
				STATE:			AZ
				ZIP:			85281
				BUSINESS PHONE:		6029675146
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		131 SOUTH CLARK DRIVE
					CITY:			TEMPE
					STATE:			AZ
					ZIP:			85281
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	QUARTZ ENGINEERING & MATERIALS INC
						DATE OF NAME CHANGE:	19870715
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM S-3 OF AMTECH SYSTEMS, INC.
<TEXT>

    As filed with the Securities and Exchange Commission on October 2, 2000
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                              AMTECH SYSTEMS, INC.
              ----------------------------------------------------
             (Exact Name of Registrant as specified in its charter)


             Arizona                                            86-0411215
 ---------------------------------                        ----------------------
 (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                          Identification Number)

           131 South Clark Drive, Tempe, Arizona 85281, (480) 967-5146
    ------------------------------------------------------------------------
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)


             Jong S. Whang                                 Copy to:
 President and Chief Executive Officer              Gregory R. Hall , Esq.
         AMTECH SYSTEMS, INC.                   SQUIRE, SANDERS & DEMPSEY, LLP
         131 South Clark Drive               40 North Central Avenue, 27th Floor
         Tempe, Arizona 85281                       Phoenix, Arizona 85004
            (480) 967-5146                              (602) 528-4000
- ---------------------------------------
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code,
        of Agent For Service)

     Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

     If the only securities being registered on this form are being offered
pursuant to a dividend or interest reinvestment plans, please check the
following box. [ ]

     If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

     If this Form is a post-effective Act amendment filed pursuant to Rule
462(c) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

================================================================================
<PAGE>
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
<S>                         <C>             <C>                  <C>                      <C>
                                               Proposed                Proposed
 Title of Securities      Amount to be      Maximum Offering      Maximum Aggregate       Amount of
  to be registered       Registered (1)     Price Per Share         Offering Price     Registration Fee
- -------------------------------------------------------------------------------------------------------
Common Stock                572,300            $13.875 (2)        $7,940,662.50 (2)        $2,096.33
$.01 par value
                                                                           Total:          $2,096.33
=======================================================================================================
</TABLE>

(1)  Pursuant  to Rule  416(a),  this  registration  statement  also  covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.  This number represents the number
of shares of common  stock  offered  hereby  and  issuable  upon  conversion  of
outstanding warrants, as more fully described herein.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457(c) under the Securities  Act of 1933,  based on the average
of the high and low price of a share of common stock on September  25, 2000,  as
reported by the NASDAQ Small Cap Market.

     The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
THE  INFORMATION  IN THIS  PROSPECTUS  IS NOT COMPLETE  AND MAY BE CHANGED.  THE
SELLING  SHAREHOLDERS  MAY NOT SELL  THESE  SECURITIES  UNTIL  THE  REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE  COMMISSION IS EFFECTIVE.  THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE  SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY  THESE  SECURITIES  IN ANY  STATE  WHERE  THE  OFFER OR SALE IS NOT
PERMITTED


                  SUBJECT TO COMPLETION, DATED OCTOBER 2, 2000

                        572,300 shares of common stock of

                              Amtech Systems, Inc.

     This prospectus relates to registering for resale, 60,000 shares of our
common stock sold to a selling shareholder in a private transaction in February
of 1994, 75,000 shares of our common stock issuable upon exercise of warrants
issued by Amtech to the selling shareholders under a financial consulting
agreement entered into as of July 1, 1997, and 383,000 shares of our common
stock, and 54,300 shares issuable upon exercise of warrants issued by Amtech to
the selling shareholders in a private placement completed in September of 2000.

     We will not receive any proceeds from the sale of the shares. If all of the
warrants we issued to the selling shareholders are exercised, we will receive
$1,271,016 of the warrant exercise price.

     Our common stock is quoted on the NASDAQ Small Cap Market under the symbol
ASYS. On September 28, 2000, the last sales price of our common stock as
reported on the NASDAQ Small Cap Market was $15.625.

     These securities have not been approved or disapproved by the Securities
and Exchange Commission or any state securities commission nor has the SEC or
any state securities commission passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

     Investing in our common stock involves a high degree of risk. See "Risk
Factors" beginning on page 7.

                The date of this prospectus is ________ __, 2000.
<PAGE>
                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's Public Reference Room at 450 Fifth Street, N.W. in Washington, D.C.,
20549, or in Chicago, Illinois or New York, New York. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public from the SEC's Website at
"http://www.sec.gov."

     Copies of publicly available documents that we have filed with the SEC can
also be inspected and copied at the offices of the National Association of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.

     This prospectus is a part of the registration statement that we filed on
Form S-3 with the SEC. The registration statement contains more information than
this prospectus about us and our common stock, including exhibits and schedules.
You should refer to the registration statement for additional information about
us and the common stock being offered in this prospectus. Statements that we
make in this prospectus relating to any documents filed as an exhibit to the
registration statement or by any document incorporated by reference into the
registration statement may not be complete and you should review the referenced
document itself for a complete understanding of its terms.

     The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and later information filed with the SEC will
update and supersede this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until the offering is
completed:

     *    Amtech's Annual Report on Form 10-K for the fiscal year ended
          September 30, 1999, as amended;

     *    Amtech's Quarterly Report on Form 10-Q for the quarter ended December
          31, 1999;

     *    Amtech's Quarterly Report on Form 10-Q for the quarter ended March 31,
          2000,

     *    Amtech's Quarterly Report on Form 10-Q for the quarter ended June 30,
          2000,

     *    Amtech's definitive proxy statement for its Annual Meeting of
          Shareholders held on February 25, 2000; and

     *    the description of Amtech's Common Stock contained in its Registration
          Statement on Form 8-A filed with the Commission pursuant to Section
          12(g) of the Exchange Act.

You may request a copy of these filings, at no cost, by writing or telephoning
us at the following address:

                  Amtech Systems, Inc.
                  131 South Clark Drive
                  Tempe, Arizona  85281
                  Attn: Investor Relations (480) 967-5146

                                       2
<PAGE>
     You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement to this prospectus. We
have not authorized any person to provide you with different information. This
prospectus does not constitute an offer of these securities in any state where
the offer is not permitted. You should not assume that the information in this
prospectus or any prospectus supplement to this prospectus is accurate as of any
date other than the date on the front of the document.

     We have not authorized any person to provide you with information different
from that contained or incorporated by reference in this prospectus. The selling
shareholders are offering to sell, and seeking offers to buy, shares of our
common stock only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or of any sale
of common stock.

     You should read the following summary together with the more detailed
information in other sections of this prospectus. You should also carefully
consider the factors described under Risk Factors at page 7 of this prospectus.
Throughout this prospectus, we refer to Amtech Systems, Inc. as Amtech, we, our,
ours, and us.

                                       3
<PAGE>
                               PROSPECTUS SUMMARY

     We were incorporated in Arizona in October 1981, under the name Quartz
Engineering & Materials, Inc. The name of the company was changed to Amtech
Systems, Inc. in 1987. We also conduct operations through two wholly owned
subsidiaries, Tempress Systems, Inc., a Texas corporation with all its
operations in the Netherlands, and P.R. Hoffman Machine Products, Inc., an
Arizona corporation, with all of its operations in Carlisle, Pennsylvania.

     Our initial business was the manufacture of quartzware implements for use
by manufacturers of semiconductor chips. Since 1987, we have been engaged in the
manufacture and marketing of several items of capital equipment used by
customers in the manufacture of semiconductors. We manufacture and sell
horizontal and conveyor diffusion furnaces through Tempress Systems. In
addition, we manufacture and sell a Processing/Robotic product line, including,
Atmoscan(R), IBAL and load stations, that is designed to:

     *    enable customers to increase the degree of control over their
          semiconductor chip manufacturing environment,

     *    reduce exposure to contaminants by limiting human contact during the
          manufacturing process,

     *    and improve employee safety.

     In fiscal 1994, we added research and product development of new
technologies to our on-going development of new products and product
improvements based on existing technologies. From fiscal 1994 through the end of
fiscal 1998, the new technology under investigation consisted of photo-assisted
CVD (chemical vapor deposition) research conducted by and in conjunction with
the University of California at Santa Cruz. In this regard, the University of
California at Santa Cruz studied several generations of higher intensity light
sources, none of which have yielded results that would enable us to produce a
commercially viable product. While this research was partially successful, it
was suspended indefinitely effective September 30, 1998, until such time as
reliable higher intensity lamps are available and success appears more probable.

     In fiscal 1995, we began the complementary business of producing and
selling horizontal diffusion furnaces for use in semiconductor fabrication,
through Tempress Systems. In fiscal 1998, through Tempress Systems, we began
producing and selling conveyor diffusion furnaces for use in precision thermal
processing of electronic parts. Tempress Systems conducts all of its operation
in the Netherlands.

     In July 1997, we acquired substantially all of the assets of P.R. Hoffman
Machine Products Corporation. As a result of this acquisition we began
developing, manufacturing, marketing and selling double sided precision lapping
and polishing machines, replacement parts and related products including
carriers and semiconductor polishing templates all through our wholly owned
subsidiary, P.R. Hoffman Machine Products, Inc. These products are high
throughput precision surface processing systems used in the manufacture of
semiconductor wafers, precision optics and other thin wafer materials, such as
computer disk media and ceramic components for wireless communication devices.

     In the fourth quarter of fiscal 1997, we began offering manufacturing
support services to one of our Texas-based customers. These services consist of
wet and dry cleaning of semiconductor machine processing parts. We intend to
offer manufacturing support services to other customers and third parties as
such opportunities become available.

     Beginning in fiscal 1999, we began research on a new technology asher. In
November 1999, we announced a joint product development agreement with PSK Tech,
Inc. to develop a new technology ashing machine using our damage-free technology
and PSK Tech's expertise in the design of ashers and asher processes.

     Our principal executive offices are located at 131 South Clark Drive,
Tempe, Arizona 85281 and our telephone number is (480) 967-5146.

                                       4
<PAGE>
                                  THE OFFERING

Securities Offered by the           A total of 572,300 shares of common stock
Selling Shareholders ............   are covered by this prospectus. These
                                    shares represent

                                    *  60,000 shares sold to a selling
                                       shareholder in a private transaction
                                       in 1994;

                                    *  75,000 shares issuable upon the
                                       exercise of outstanding warrants held
                                       by the selling shareholders that were
                                       issued pursuant to a financial
                                       consulting agreement dated as of
                                       July 1, 1997, and

                                    *  383,000 shares, and 54,300 shares
                                       issuable upon exercise of warrants (of
                                       which, 16,000 were issued to a
                                       placement agent), all issued in a
                                       private placement pursuant to a Stock
                                       and Warrant Purchase Agreement, dated
                                       as of September 8, 2000.

                                    A description of the terms of the warrants
                                    is included in this prospectus under the
                                    caption Description of Securities.

Common Stock Outstanding
as of September 29, 2000 .......    2,571,808


Use of Proceeds ................    We will not receive any of the proceeds of
                                    sales of common stock by the selling
                                    shareholders. We will receive up to
                                    $1,271,016 from the exercise, if any, of the
                                    warrants.  See Use of Proceeds.

Risk Factors ...................    The shares of common stock offered hereby
                                    involve a high degree of risk. See Risk
                                    Factors on page 7.

NASDAQ Small Cap Market
Symbol .........................    ASYS

                                       5
<PAGE>
                           FORWARD LOOKING STATEMENTS

     THROUGHOUT THIS PROSPECTUS AND THE OTHER DOCUMENTS INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS WE MAKE CERTAIN "FORWARD-LOOKING" STATEMENTS (AS
SUCH TERM IS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995).
THESE ARE STATEMENTS ABOUT FUTURE EVENTS, RESULTS OF OPERATION, BUSINESS PLANS
AND OTHER MATTERS. THESE STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD
LOOKING TERMINOLOGY SUCH AS "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD," OR
"ANTICIPATES," OR THE NEGATIVE THEREOF OR OTHER WRITTEN VARIATIONS THEREOF OR
COMPARABLE TERMINOLOGY. THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS
PROSPECTUS ARE BASED ON CURRENT EXPECTATIONS THAT INVOLVE A NUMBER OF RISKS AND
UNCERTAINTIES INCLUDING THOSE SET FORTH BELOW UNDER "RISK FACTORS. IN LIGHT OF
THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE FORWARD-LOOKING INFORMATION
INCLUDED IN THIS PROSPECTUS, THAT FORWARD LOOKING INFORMATION SHOULD NOT BE
REGARDED AS A REPRESENTATION BY US, OR ANY OTHER PERSON, THAT OUR OBJECTIVES OR
PLANS WILL BE ACHIEVED. WE HAVE NO OBLIGATION TO UPDATE THE FORWARD-LOOKING
STATEMENTS MADE IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE HEREIN.

                                  RISK FACTORS

     BEFORE PURCHASING ANY OF THE SHARES OF COMMON STOCK BEING OFFERED BY THIS
PROSPECTUS, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS WE HAVE
DESCRIBED IN THIS SECTION.

IF  THE  DEMAND  FOR  HORIZONTAL   DIFFUSION  FURNACES  AND  EQUIPMENT  USED  IN
CONJUNCTION WITH SUCH FURNACES DECLINES, WHICH ACCOUNT FOR MORE THAN ONE-HALF OF
CONSOLIDATED  REVENUE, OUR REVENUES MAY DECREASE AND OUR BUSINESS OPERATIONS AND
FINANCIAL CONDITION COULD BE MATERIALLY ADVERSELY AFFECTED.

     The revenue of our semiconductor production equipment segment, which
accounts for more than one-half of consolidated revenues, is comprised of
horizontal diffusion furnaces and our Processing/Robotic product line. Our
Processing/Robot product line is useable only with horizontal diffusion
furnaces. There is a trend in the semiconductor industry, related to the trend
to produce smaller chips, toward the use in semiconductor manufacturing
facilities of newer technology, such as vertical diffusion furnaces. Vertical
diffusion furnaces are more efficient to use than the horizontal diffusion
furnaces in certain manufacturing processes of smaller chips on larger wafers.
Because of this trend, we had expected that demand for our horizontal diffusion
furnaces would decline. We believe this trend has not adversely affected us yet
primarily because:

     *    we have received significant orders for our horizontal diffusion
          furnaces from optical component manufacturers, a new market for us;

     *    we have experienced increased demand from manufacturers that do not
          require the more expensive vertical furnaces, such as from
          manufacturers of wireless communication chips and micro-controllers
          used in a number of consumer applications; and

     *    we believe that because of improvements in automation for horizontal
          diffusion furnaces, such as our robotic product line, horizontal
          diffusion furnaces may be becoming a more favorable alternative to the
          vertical furnaces than they previously had been.

However,  to the extent that the trend to use vertical  diffusion  furnaces over
horizontal  diffusion  furnaces  continues,  our  revenues  may  decline and our
ability to generate income may be adversely affected.

                                       6
<PAGE>
THE VOLATILITY OF THE SEMICONDUCTOR EQUIPMENT INDUSTRY CAN NEGATIVELY IMPACT OUR
OPERATIONS AND OUR ABILITY TO EFFICIENTLY BUDGET OUR EXPENSES, WHICH CAN HAVE AN
ADVERSE AFFECT ON OUR RESULTS OF OPERATIONS.

     The semiconductor equipment industry is highly cyclical. The purchasing
decisions of our customers are highly dependent on the economies of both their
domestic markets and the semiconductor industry worldwide. The timing, length
and severity of the up-and-down cycles in the semiconductor equipment industry
are difficult to predict. For example, demand for our products increased in
fiscal 1998 compared to fiscal 1997, but decreased in fiscal 1999, primarily as
a result of widespread economic difficulties experienced in Japan and other
parts of the Asia Pacific region. This cyclical nature of our marketplace
affects our ability to accurately budget our expense levels, which are based in
part on our projections of future revenues.

     When cyclical fluctuations result in lower than expected revenue levels,
operating results may be adversely affected and cost reduction measures may be
necessary in order for us to remain competitive and financially sound. For
example, during the fourth quarter of fiscal 1998 and the first quarter of
fiscal 1999, we implemented a cost reduction plan that required lay-offs within
certain operations. During a down cycle we must be in a position to adjust our
cost and expense structure to the prevailing market condition and to continue to
motivate and retain our key employees. In addition, during periods of rapid
growth, we must be able to increase manufacturing capacity and personnel to meet
customer demand. We can provide no assurance that these objectives can be met in
a timely manner in response to industry cycles. If we fail to respond to
industry cycles, our business could be seriously harmed.

     During the most recent down cycle, the semiconductor industry experienced
excess production capacity that caused semiconductor manufacturers to decrease
capital spending. We do not have long-term volume production contracts with our
customers and we do not control the timing or volume of orders placed by our
customers. Whether and to what extent our customers place orders for any
specific products and the mix and quantities of products included in those
orders are factors beyond our control. Insufficient orders will result in
under-utilization of our manufacturing facilities and infrastructure and will
negatively affect our operating results and financial condition.

WE ARE DEPENDENT ON THE ACTIVE PARTICIPATION OF MR. JONG S. WHANG, THE PRESIDENT
AND CHIEF EXECUTIVE OFFICER,  FOR BUSINESS  DEVELOPMENT,  AND IMPORTANT BUSINESS
RELATIONSHIPS,  AND THE LOSS OF HIS  SERVICES  WOULD  MATERIALLY  AND  ADVERSELY
AFFECT OUR BUSINESS AND FUTURE PROSPECTS.

     Amtech is the beneficiary of a life insurance policy on the life of Mr.
Whang in the amount of $1,000,000, but there is no assurance that such amount
will be sufficient to cover the cost of finding and hiring a suitable
replacement for Mr. Whang. It may not be feasible for any successor to maintain
the same relationships that Mr. Whang has established. If we were to lose the
services of Mr. Whang for any reason, it could have a material adverse affect on
our business.

     In addition, historically, our product development has been accomplished
through cooperative efforts with two key customers. Our relationship with one of
these customers as well as with our joint development partner for the new
technology asher, are substantially dependent on the personal relations
established by Mr. Whang. While there can be no assurance that such
relationships will continue, such cooperation is expected to continue to be a
significant element in our future development efforts.

                                       7
<PAGE>
WE RELY ON KEY PERSONNEL FOR PRODUCT  DEVELOPMENT AND SALES, AND ANY LOSS OF OUR
KEY PERSONNEL TO COMPETITORS OR OTHER INDUSTRIES COULD  DRAMATICALLY  IMPACT OUR
ABILITY TO CONTINUE OPERATIONS.

     We depend to a great extent on the management efforts of our officers and
other key personnel and on the ability to attract new key personnel and retain
existing key personnel. Most of our products, other than the Atmoscan(R) and
products acquired in the P.R. Hoffman acquisition, were developed by our own
personnel. We presently employ three engineers, including one with a Ph.D., and
one in the sales department, and six technicians at our Tempe, Arizona plant. We
presently employ eight engineers, one with a Ph.D., and seven technicians in our
Netherlands operation. These employees design and support the horizontal
diffusion furnace and conveyor furnace product lines manufactured in the
Netherlands and the related Process/Robotic products manufactured in Tempe. Two
engineers and one technician are employed in our Carlisle, Pennsylvania
operation. They design wafer lapping machines and carriers to meet customers'
processing requirements. Competition is intense for highly skilled employees.
There can be no assurance that we will be successful in attracting and retaining
such personnel or that we can avoid increased costs in order to do so. There can
be no assurance that employees will not leave Amtech or compete against us. Our
failure to attract additional qualified employees or to retain the services of
key personnel could negatively impact our operating results and financial
condition.

THE TECHNOLOGY WE USE IN OUR PRODUCTS IS CHANGING RAPIDLY AND WE MAY NOT BE ABLE
TO TAKE ADVANTAGE OF THESE CHANGES.

     Success in the semiconductor equipment industry depends, in part, on
continual improvement of existing technologies and rapid innovation of new
solutions. For example, the semiconductor industry continues to shrink the size
of semiconductor devices. These and other evolving customer needs require us to
respond with continued development programs.

     Technical innovations are inherently complex and require long development
cycles and appropriate professional staffing. Our future business success
depends on our ability to develop and introduce new products that successfully
address changing customer needs, win market acceptance of these new products and
manufacture these new products in a timely and cost-effective manner. If we do
not develop and introduce new products and technologies in a timely manner in
response to changing market conditions or customer requirements, our business
could be seriously harmed. In this environment, we must continue to make
investments in research and development in order to enhance the performance and
functionality of our products, to keep pace with competitive products and to
satisfy customer demands for improved performance, features and functionality.
There can be no assurance that revenues from future products or product
enhancements will be sufficient to recover the development costs associated with
such products or enhancements or that we will be able to secure the financial
resources necessary to fund future development. Research and development costs
typically are incurred before we confirm the technical feasibility and
commercial viability of a product, and not all development activities result in
commercially viable products. In addition, we cannot ensure that these products
or enhancements will receive market acceptance or that we will be able to sell
these products at prices that are favorable to us. Our business could be
seriously harmed if we are unable to sell our products at favorable prices or if
our products are not accepted by the market in which we operate.

OUR CURRENT CAPITALIZATION COULD DELAY, DEFER OR PREVENT A CHANGE OF CONTROL.

     We are authorized to issue up to 100,000,000 shares of common stock and up
to 100,000,000 shares of preferred stock. As of September 29, 2000, there were
2,571,808 shares outstanding. Authorized but unissued common stock may be issued
for such consideration as the board of directors determines to be adequate. The
board of directors may issue preferred stock with such rights and preferences as
they determine, without shareholder vote. Although we do not currently intend to

                                       8
<PAGE>
issue any shares of our preferred stock there can be no assurance that we will
not do so in the future. Shareholders may or may not be given the opportunity to
vote thereon, depending upon the nature of any such transactions, applicable
law, the rules and policies of the national securities exchange on which the
common stock is then trading, if any, and the judgment of the board of
directors. Shareholders have no preemptive rights to subscribe for newly issued
shares of our capital stock.

     On May 17, 1999, we declared a dividend distribution of one preferred share
purchase right for each outstanding share of common stock. The dividend was
payable on June 9, 1999, to stockholders of record as of the close of business
on that date. Each right entitles the registered holder to purchase one
one-hundredth of a share of Series A Participating Preferred Stock, subject to
adjustment, at a price of $8.50 per one one-hundredth of a share of Preferred
Stock, subject to adjustment. The rights issuance was adopted as protection
against a takeover by a third party.

     Having the outstanding rights, and a substantial number of authorized and
unreserved shares of common stock and preferred stock could have the effect of
making it more difficult for a third party to acquire a majority of our
outstanding voting stock. Management could use the additional shares to resist a
takeover effort even if the terms of the takeover offer are favored by a
majority of the independent shareholders. This could delay, defer, or prevent a
change in control.

WE ARE DEPENDENT ON THE USE OF INTELLECTUAL PROPERTY RIGHTS, WHICH ARE EXPENSIVE
TO OBTAIN,  AND MAINTAIN,  AND WE ARE EXPOSED TO THE RISK THAT THIRD PARTIES MAY
VIOLATE OUR PROPRIETARY RIGHTS OR ACCUSE US OF INFRINGING UPON THEIR PROPRIETARY
RIGHTS,  WHICH  COULD  RESULT IN LOSS OF THE  VALUE OF SOME OF OUR  INTELLECTUAL
PROPERTY OR COSTLY LITIGATION.

     Our success is dependent in part on our technology and other proprietary
rights. We own various United States and international patents and have
additional pending patent applications relating to some of our products and
technologies. The process of seeking patent protection is lengthy and expensive,
and we cannot be certain that pending or future applications will actually
result in issued patents, or that, issued patents will be of sufficient scope or
strength to provide meaningful protection or commercial advantage to us. Other
companies and individuals, including our larger competitors, may develop
technologies that are similar or superior to our technology or design around the
patents we own. We also maintain trademarks on certain of our products and claim
copyright protection for certain proprietary software and documentation.
However, we can give no assurance that our trademarks and copyrights will be
upheld or successfully deter infringement by third parties.

     While patent, copyright and trademark protection for our intellectual
property is important, we believe our future success in highly dynamic markets
is most dependent upon the technical competence and creative skills of our
personnel. We attempt to protect our trade secrets and other proprietary
information through agreements with our customers, suppliers, employees and
consultants and through other security measures. We also rely on trade secret
protection for our technology, in part through confidentiality agreements with
our employees, consultants and third parties. We also maintain exclusive and
non-exclusive licenses with third parties for the technology used in certain
products. However, these employees, consultants and third parties may breach
these agreements, and we may not have adequate remedies for wrongdoing. In
addition, the laws of certain territories in which we develop, manufacture or
sell our products may not protect our intellectual property rights to the same
extent as do the laws of the United States.

     As is typical in the semiconductor equipment industry, from time to time we
have received communications from other parties asserting the existence of
patent rights or other intellectual property rights which they believe cover
certain of our products, processes, technologies or information. In such cases,
we evaluate our position and consider the available alternatives, which may
include seeking licenses to use the technology in question on commercially

                                       9
<PAGE>
reasonable terms or defending our position. Based on industry practice and prior
experience, we believe that licenses or other rights, if necessary, will be
available on commercially reasonable terms for existing or future claims.
Nevertheless, we cannot ensure that licenses can be obtained, or if obtained
will be on acceptable terms or that litigation or other administrative
proceedings will not occur. Defending our intellectual property rights through
litigation could be very costly. If we are not able to negotiate the necessary
licenses on commercially reasonable terms or successfully defend our position,
our financial condition and results of operations could be materially and
adversely affected.

OUR  RELIANCE ON SALES TO A FEW MAJOR  CUSTOMERS  AND  GRANTING  CREDIT TO THOSE
CUSTOMER PLACES US AT FINANCIAL RISK.

     Receivables from one of our customers comprised 16% of accounts receivable
at September 30, 1999. Receivables from three customers comprised 43% of
accounts receivable at September 30, 1998, representing a concentration of
credit risk. Reliance on such a concentration of our receivables on such a small
number of customers places us at risk. If any one or more of our major customers
is unable to pay us it could adversely affect our financial condition.

OUR BUSINESS MIGHT BE ADVERSELY AFFECTED BY OUR DEPENDENCE ON FOREIGN BUSINESS.

     During our most recent fiscal year, ended on September 30, 1999, 41% of our
sales were made to customers outside the United States as follows:

     *    Asia (including Singapore, Indonesia, Malaysia and India) - 5%
     *    Europe (including Israel and Africa) - 29%
     *    Australia - 7%

     Because of our significant dependence on international revenues, our
operating results could be negatively affected by a continued or additional
decline in the economies of any of the countries or regions in which we do
business. Each region in the global semiconductor equipment market exhibits
unique characteristics that can cause capital equipment investment patterns to
vary significantly from period to period. Periodic local or international
economic downturns, trade balance issues, political instability and fluctuations
in interest and currency exchange rates could negatively affect our business and
results of operations.

     Foreign sales are expected to increase significantly because of our
expansion of horizontal diffusion business in Europe as a result of the new
optical component market for certain of our products. We recorded charges of
$98,000 and $93,000 to shareholders' equity for the first three quarters of
Fiscal 2000 and for Fiscal 1999, respectively, as a result of foreign currency
translation adjustments. We also had losses from foreign currency transactions
of $83,000 in fiscal 1999. While our business has not been materially affected
in the past by foreign business, there is a risk that it may be materially
adversely affected in the future. Such risk includes possible losses on account
of currency exchange rate fluctuations, possible future prohibitions against
repatriation of earnings, or proceeds from disposition of investments, and from
possible social and military instability in the case of India, South Korea,
Taiwan and possibly elsewhere. Our wholly owned subsidiary, Tempress Systems,
has conducted its operations in the Netherlands since fiscal 1995. As a result,
such operations are subject to the taxation policies, employment and labor laws,
transportation regulations, import and export regulations and tariffs, foreign
exchange restrictions, international monetary fluctuations, and other political,
economic and legal policies of that nation, the European Economic Union and the
other European nations in which it conducts business. Consequently, we might
encounter unforeseen or unfamiliar difficulties in conducting our European

                                       10
<PAGE>
operations. Changes in such laws and regulations may have a material adverse
effect on our revenue and costs.

THE SEMICONDUCTOR  EQUIPMENT INDUSTRY IS COMPETITIVE AND WE ARE RELATIVELY SMALL
IN SIZE AND HAVE FEWER RESOURCES IN COMPARISON WITH OUR COMPETITORS.

     Our industry includes large manufacturers with substantial resources to
support customers worldwide. Our future performance depends, in part, upon our
ability to continue to compete successfully worldwide. Some of our competitors
are diversified companies with greater financial resources and more extensive
research, engineering, manufacturing, marketing and customer service and support
capabilities than we can provide. We face competition from companies whose
strategy is to provide a broad array of products, some of which compete with the
products and services that we offer. These competitors may bundle their products
in a manner that may discourage customers from purchasing our products. In
addition, we face competition from smaller emerging semiconductor equipment
companies whose strategy is to provide a portion of the products and services
that we offer, using innovative technology to sell products into specialized
markets. Loss of competitive position could impair our prices, customer orders,
revenues, gross margins, and market share, any of which would negatively affect
our operating results and financial condition. Our failure to compete
successfully with these other companies would seriously harm our business. There
is risk that larger, better-financed competitors will develop and market more
advanced products than those that we currently offer, or that competitors with
greater financial resources may decrease prices thereby putting us under
financial pressure. The occurrence of any of these events could have a negative
impact on our revenues.

ALTHOUGH  ONLY 5% OF OUR REVENUES  WERE  GENERATED  FROM SALES IN ASIA IN FISCAL
1999,  IF THE  HEALTH  OF  THE  ASIAN  ECONOMIES  DO NOT  CONTINUE  TO  IMPROVE,
ACHIEVEMENT OF OUR GOALS FOR AGGRESSIVE GROWTH COULD BE ADVERSELY AFFECTED.

     In the past we have at times generated a significant portion of our revenue
from customers in Asia (SEE Risk Factor - "Our business might be adversely
affected by our dependence on foreign business."). Although Asian economies have
stabilized to some degree since early to mid-fiscal 1998, Amtech remains
cautious about general macroeconomic developments in Asia, particularly in Japan
and Taiwan. The economies of Japan and Taiwan are important to the overall
financial health of the Asian region and, if they do not continue to improve,
the economies of other countries, particularly those in Asia, could also be
negatively affected. Negative economic developments in Asia could have a
material adverse effect on our ability to reach our aggressive goals for growth.

IF WE MAKE  ADDITIONAL  ACQUISITIONS IT COULD RESULT IN AN INCREASE IN OUR COSTS
OF  OPERATIONS,  DIVERT  MANAGEMENT'S  ATTENTION  AWAY  FROM  OTHER  OPERATIONAL
MATTERS, AND EXPOSE US TO OTHER RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS.

     We are currently evaluating potential acquisitions. We might make
acquisitions of, or significant investments in, other businesses with
synergistic products, services and technologies. Acquisitions involve numerous
risks, including, but not limited to:

     *    difficulties and increased costs in connection with integration of the
          personnel, operations, technologies and products of acquired
          companies;

     *    diversion of management's attention from other operational matters;

     *    the potential loss of key employees of acquired companies;

                                       11
<PAGE>
     *    lack of synergy, or inability to realize expected synergies, resulting
          from the acquisition;

     *    the risk that the issuance of Amtech common stock in an acquisition or
          merger could be dilutive to Amtech stockholders if anticipated
          synergies are not realized; and

     *    acquired assets becoming impaired as a result of technological
          advancements or worse-than-expected performance of the acquired
          company.

IF OUR CRITICAL SUPPLIERS FAIL TO DELIVER SUFFICIENT  QUANTITIES OF PRODUCT IN A
TIMELY AND COST-EFFECTIVE MANNER IT COULD NEGATIVELY AFFECT OUR BUSINESS.

     We use a wide range of materials and services in the production of our
products including custom electronic and mechanical components, and we use
numerous suppliers to supply materials. We generally do not have guaranteed
supply arrangements with our suppliers. Because of the variability and
uniqueness of customers' orders, we do not maintain an extensive inventory of
materials for manufacturing. Key suppliers include two steel mills capable of
holding the type and tolerances that we require, an injection molder that
provides plastic insets for steel carriers, an adhesive manufacturer that
supplies the critical glue used in the production of the semiconductor polishing
templates, and a pad supplier that produces a unique material used to attach
semiconductor wafers to the polishing template. We also rely on third parties
for laser cutting, machined parts, steel frames and metal panels and other
components used particularly in the assembly of semiconductor production
equipment.

     Although we make reasonable efforts to ensure that parts are available from
multiple suppliers, this is not always possible; accordingly, some key parts are
being procured from a single supplier or a limited group of suppliers. The
semiconductor industry's recent increase in demand for capital equipment has
resulted in longer lead-times for many important system components, which could
cause delays in meeting shipments to our customers. Because the selling price of
some systems exceeds $1 million, the delay in the shipment of even a single
system could cause significant variation in quarterly revenue, operating results
and the market value of our stock. We have sought, and will continue to seek, to
minimize the risk of production and service interruptions and shortages of key
parts by:

     *    selecting and qualifying alternative suppliers for key parts;
     *    monitoring the financial stability of key suppliers; and
     *    maintaining appropriate inventories of key parts.

There can be no assurance that results of operations  will not be materially and
adversely  affected  if,  in the  future,  we do not  receive  in a  timely  and
cost-effective  manner a  sufficient  quantity  of parts to meet our  production
requirements.

WE MIGHT REQUIRE ADDITIONAL FINANCING TO EXPAND OUR OPERATIONS.

     On September 13, 2000, we issued 383,000 shares of common stock, and
warrants to purchase an aggregate of up to 38,300 shares of common stock, in a
private placement pursuant to a Stock and Warrant Purchase Agreement. See
"RECENT EVENTS". Net proceeds to the company, after deducting fees of the
placement agents, but before deduction of legal, accounting and registration
fees were $4,690,000. The proceeds will be used to fund the company's growth
initiatives. While we believe that revenues generated from our operations, as
well as the proceeds received from this private placement, are sufficient to
provide adequate working capital for the foreseeable future and for a limited
number of growth initiatives, additional financing is expected to be required
for further implementation of our plans for expansion. There is no assurance
that any additional financing will be available if and when required, or, even

                                       12
<PAGE>
if available, that it would not materially dilute the ownership percentage of
the then existing shareholders.

IF OUR SECURITIES BECOME INELIGIBLE FOR TRADING ON THE NASDAQ SYSTEM, THEY MIGHT
BE SUBJECT TO RULE 15g-9 OF THE SECURITIES  EXCHANGE ACT OF 1934,  WHICH IMPOSES
ADDITIONAL  SALES  PRACTICE   REQUIREMENTS  ON  BROKER-DEALERS   WHO  SELL  SUCH
SECURITIES TO PERSONS OTHER THAN ESTABLISHED CUSTOMERS AND ACCREDITED INVESTORS.

     While our common stock is now included on the Nasdaq SmallCap Market,
continued inclusion will depend on our ability to meet certain eligibility
requirements established for the Nasdaq SmallCap Market. Loss of Nasdaq
eligibility could result if we sustain material operating losses or if the
market price of our common stock falls below $1.00 per share. For transactions
covered by the rule, the broker-dealer must make a special suitability
determination for the purchaser and receive the purchaser's written consent to
the transaction prior to the sale. The rule may adversely affect the ability of
broker-dealers to sell our securities, and consequently may limit the public
market for and the trading price of our common stock.

                              SELLING SHAREHOLDERS

     In February of 1994, Alvin Katz purchased 60,000 shares of common stock
from Jong S. Whang, our current President and Chief Executive Officer, in a
private transaction. As part of that transaction, Mr. Katz succeeded to certain
registration rights. Those registration rights have since terminated, however,
our board of directors has determined to include registration of Mr. Katz's
shares. We are registering these shares in order to permit Mr. Katz to offer the
60,000 shares of common stock.

     On July 1, 1997, we issued warrants to purchase an aggregate of up to
150,000 shares of common stock (on a pre-split basis) to the selling
shareholders under seven separate Warrants to Purchase Common Stock
certificates, relating to the acquisition of certain assets of P.R. Hoffman
Machine Products Corporation. These warrants were initially exercisable at a
price per share of $3.00. On March 15, 1999, we conducted a 1 for 2 reverse
stock split. As a result, the warrants were automatically adjusted so that they
are now, in the aggregate, exercisable for up to 75,000 shares at an exercise
price of $6.00 per share.

     In addition, in September of 2000, we issued 383,000 shares of common
stock, and warrants to purchase an aggregate of up to 54,300 shares of common
stock to the selling shareholders. Of the 54,300 shares issuable upon exercise
of warrants, 16,000 were issued to a private placement agent. The shares and the
warrants were issued pursuant to a Stock and Warrant Purchase Agreement, dated
as of September 8, 2000, and related Warrants to Purchase Common Stock, dated as
of September 8, 2000. These warrants are exercisable at a price per share of
$15.12.

                                       13
<PAGE>
     We are registering shares in order to permit the selling shareholders to
offer the 383,000 shares of common stock issued pursuant to the Stock and
Warrant Purchase Agreement, as well as the 75,000 shares issuable upon exercise
of the warrants dated as of July 1, 1997 and the 54,300 shares issuable upon
exercise of the warrants dated as of September 8, 2000.

     The following table provides information as of September 28, 2000, with
respect to the common stock beneficially owned by the selling shareholders. For
purposes of the information set forth in this table we assume that all of the
warrants are exercised. We believe that the selling shareholders each have sole
voting and investment power with respect to their respective shares of common
stock set forth opposite their names.

<TABLE>
<CAPTION>
                                        Number of Shares                      Number of Shares
                                         Owned Prior to    Number of Shares   Owned After the    Percentage
                 Name                     the Offering       being Offered        Offering       Ownership
                 ----                     ------------       -------------        --------       ---------
<S>                                         <C>              <C>                  <C>               <C>
Steven N. Bronson                               -0-           45,450 (1)               --            **
James S. Cassel and Mindy Cassel, TBE           -0-           23,100 (1)               --            **
Bruce C. Barber                                 -0-            1,650 (1)               --            **
Eric R. Elliot                                  -0-            1,650 (1)               --            **
Barry J. Booth                                  -0-            1,650 (1)               --            **
Barry E. Steiner                                -0-              750 (1)               --            **
Scott E. Salpeter                               -0-              750 (1)               --            **
Gryphon Partners, L.P.                       25,000           27,500 (2) *             --            **
Scout Mountain LP                            10,000           11,000 (3) *             --            **
Scout Capital Partners, LP                   40,000           44,000 (4) *             --            **
Lancaster Investment Partners, LP            40,000           44,000 (5) *             --            **
Robert A. Berlacher                          18,000           19,800 (6) *             --            **
North Olmsted Partners, LP                  100,000          110,000 (7) *             --            **
Strong River Investments, Inc.               72,700           79,970 (8) *             --            **
Bay Harbor Investments, Inc.                 36,300           39,022 (9) *             --            **
Managed Risk Trading, LP                     29,000           31,535 (10) *            --            **
Redwood Partners LLC                          7,200            7,830 (11) *            --            **
VFT Special Ventures, LP                      4,800            5,280 (12) *            --            **
RAM Capital Resources, LLC                      -0-            1,363 (13) *            --            **
Wharton Capital Partners                        -0-           10,000 (13) *            --            **
Broadband Capital Management                    -0-            6,000 (13) *            --            **
Alvin Katz++                                 70,000           60,000               10,000            **
</TABLE>

- ----------
(1)  Represents shares issuable upon exercise of warrants. Each warrant is
     currently exercisable to purchase one share of common stock at an exercise
     price of $6.00 per share, subject to adjustment. The warrants are
     exercisable until July 1, 2002.
(2)  Of this number, 2,500 are issuable upon exercise of warrants.
(3)  Of this number, 1,000 are issuable upon exercise of warrants.
(4)  Of this number, 4,000 are issuable upon exercise of warrants.
(5)  Of this number, 4,000 are issuable upon exercise of warrants
(6)  Of this number, 1,800 are issuable upon exercise of warrants.
(7)  Of this number, 10,000 are issuable upon exercise of warrants
(8)  Of this number, 7,270 are issuable upon exercise of warrants.
(9)  Of this number, 2,722 are issuable upon exercise of warrants
(10) Of this number, 2,535 are issuable upon exercise of warrants.
(11) Of this number, 630 are issuable upon exercise of warrants.
(12) Of this number, 480 are issuable upon exercise of warrants
(13) All issuable upon exercise of warrants.

*    Of the number of shares represented by warrants, each warrant is currently
     exercisable to purchase one share of common stock at an exercise price of
     $15.12 per share, subject to adjustment. The warrants are exercisable until
     September 8, 2005.

**   This represents less than 1% of the outstanding common stock, assuming all
     warrants are exercised and all shares offered are sold.

++   Alvin Katz has been a Director of Amtech since May 1, 1995.

                                       14
<PAGE>
                            DESCRIPTION OF SECURITIES

     COMMON STOCK. We are authorized to issue 100,000,000 shares of common
stock, $0.01 par value. Each outstanding share of common stock is entitled to
one vote in all matters for which stockholders are entitled to vote. Shares of
common stock do not have preemptive rights.

     PREFERRED STOCK. We are authorized to issue 100,000,000 shares of preferred
stock. No shares of preferred stock are outstanding and the terms of the
preferred stock have not been specified.

     WARRANTS. On July 1, 1997, we issued warrants to purchase an aggregate of
up to 150,000 shares of common stock under seven separate Warrants to Purchase
Common Stock certificates, relating to the acquisition of certain assets of P.R.
Hoffman Machine Products Corporation. These warrants were initially exercisable
at a price per share of $3.00. On March 15, 1999, we implemented a 1 for 2
reverse stock split. As a result, the warrants were automatically adjusted so
that they are now, in the aggregate, exercisable for up to 75,000 shares at an
exercise price of $6.00 per shares. The warrants may be exercised until 5:00
p.m., Miami, Florida Time, on July 1, 2002. Under the Warrants to Purchase
Common Stock, the holders are granted certain rights to request that we register
the shares underlying the warrants. This prospectus is part of a registration
statement filed by us at the request of the holders of the warrants.

     In addition, in September of 2000, we issued warrants to purchase an
aggregate of up to 38,300 shares of common stock to the selling shareholders.
The shares and the warrants were issued pursuant to a Stock and Warrant Purchase
Agreement. Eleven warrant certificates outstanding represent warrants to
purchase an aggregate of 38,300 shares of common stock. The exercise price of
the warrants is $15.12 per share, subject to typical anti-dilution adjustment.
The warrants may be exercised until 11:59 p.m., Eastern Time, on September 8,
2005. Under the Stock and Warrant Purchase Agreement, we are required to use our
best efforts to effect the registration of the shares underlying the warrants.
See "RECENT EVENTS". This prospectus is part of a registration statement filed
by us to effect that registration.

                              PLAN OF DISTRIBUTION

     The sale or distribution of the shares registered by this prospectus may be
effected directly to purchasers by the selling shareholder as principal or
through one or more underwriters, brokers, dealers or agents from time to time.
Such sale or distribution may occur by one or more of the following transactions
(which may involve crosses or block transactions):

     -    on any exchange or in the over-the-counter market,

     -    in transactions other than in the over-the-counter market, or

     -    through the writing of options (whether such options are listed on an
          options exchange or otherwise), or settlement of short sales.

     Any of the transactions listed above may be made at market prices
prevailing at the time of sale or otherwise or at negotiated or fixed prices, in
each case as determined by the selling shareholder or by agreement between the
selling shareholder and underwriters, brokers, dealers, or agents, or
purchasers. If the selling shareholder effects such transactions by selling
shares to or through underwriters, brokers, dealers or agents, such
underwriters, brokers, dealers, or agents may receive compensation in the form
of customary or other discounts, concessions or commissions from the selling
shareholder or commissions from purchasers of the shares for whom they may act
as agent The selling shareholder and any brokers, dealers or agents that
participate in the distribution of the shares may be deemed to be underwriters,

                                       15
<PAGE>
and any profit on the sale of shares by them and any discounts, concessions or
commissions received by any such underwriters, brokers, dealers or agents may be
deemed to be underwriting discounts and commissions under the Securities Act.

     Under the securities laws of certain states, the shares may be sold in such
states only through registered or licensed brokers or dealers.

     We pay all of the expenses incident to the registration, offering and sale
of the shares to the public hereunder other than commissions, fees and discounts
of underwriters, brokers, dealers and agents. We have agreed to indemnify the
selling shareholder and any underwriters against certain liabilities, including
liabilities under the Securities Act. We will not receive any of the proceeds
from the sale of any of the shares by the selling shareholder.

     We have agreed to use our best efforts to keep the registration statement,
of which this prospectus constitutes a part, effective until the earlier of (i)
such date as all of the shares of common stock have been sold, or (ii) until in
the opinion of counsel for Amtech, such shares may be sold without registration
under the Securities Act, or (iii) until the warrants expire.

                                 USE OF PROCEEDS

     The selling shareholders will receive the net proceeds from the sale of
their shares of common stock. However, we will receive up to $1,271,016 for the
exercise of all of the outstanding warrants, if exercised. We anticipate using
any proceeds received from the exercise of the warrants as general working
capital for our operations.

                                  LEGAL MATTERS

     Certain legal matters have been passed upon for us by Squire, Sanders &
Dempsey, LLP, Phoenix, Arizona 85004.

                                     EXPERTS

     The consolidated financial statements and schedule incorporated by
reference in this prospectus and elsewhere in this registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said reports.

                                 INDEMNIFICATION

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the company, the
company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable

                                       16
<PAGE>
                                  RECENT EVENTS

PRIVATE PLACEMENT

     On September 8, 2000, we issued 383,000 shares of common stock, and
warrants to purchase an aggregate of up to 54,300 shares of common stock,
pursuant to a Stock and Warrant Purchase Agreement. Of the warrants issued,
warrants to purchase up to 16,000 shares of common stock were issued to a
placement agent.

     The shares and warrants were sold in a private placement. The 383,000
shares were sold at a price of $13.75 per share. The warrants are exercisable at
a price per share of $15.12. The warrants may be exercised until 11:59 p.m.,
Eastern Time, on September 8, 2005. We have agreed to register the resale of the
shares issued in the transaction, including those issuable upon exercise of the
warrants.

     Gross proceeds in the transaction were $5,266,000. Net proceeds to the
company, after deducting fees of the placement agents, but before deduction of
legal, accounting and registration fees were $4,690,000. The proceeds will be
used to fund the company's growth initiatives. The first two components of our
growth strategy are essentially organic growth, which generally can be financed
with existing resources. We intend to use the funds raised from the private
placement to bring the new technology asher to market and for acquisitions.

     In addition, we are also negotiating a bank line of credit to further
increase funds available for implementing our growth plan.

LEGAL PROCEEDING

     On or about August 31, 2000, we learned that a company named P.R. Hoffman
Machine Products was one of 11 companies named in a legal action being brought
by North Middleton Township in Carlisle, Pennsylvania, the owner of a landfill
allegedly found to be contaminated. This information was reported in a local
newspaper. To date, our subsidiary, P.R. Hoffman Machine Products, Inc., has not
been served with any lawsuit. We acquired the assets of P.R. Hoffman Machine
Products Corporation in an asset transaction consummated on or about July 1,
1997. Under the terms of the Asset Purchase Agreement governing such
transaction, the P.R. Hoffman Machine Products Corporation is obligated to
indemnify us for any breaches of its representations and warranties in the Asset
Purchase Agreement, including representations relating to environmental matters.

                                       17
<PAGE>
========================================   =====================================



WE HAVE NOT  AUTHORIZED  ANY  PERSON  TO
MAKE A STATEMENT  THAT DIFFERS FROM WHAT
IS IN  THIS  PROSPECTUS.  IF ANY  PERSON
DOES MAKE A STATEMENT  THAT DIFFERS FROM
WHAT IS IN THIS  PROSPECTUS,  YOU SHOULD
NOT RELY ON IT. THIS  PROSPECTUS  IS NOT
AN OFFER TO SELL,  NOR IS IT  SEEKING AN
OFFER TO BUY,  THESE  SECURITIES  IN ANY            AMTECH SYSTEMS, INC.
STATE IN WHICH  THE OFFER OR SALE IS NOT
PERMITTED.   THE   INFORMATION  IN  THIS
PROSPECTUS  IS COMPLETE  AND ACCURATE AS
OF ITS  DATE,  BUT THE  INFORMATION  MAY
CHANGE AFTER THAT DATE.
                                                     572,300 SHARES OF
        Table of Contents                               COMMON STOCK

Where You Can Find More Information..  2
Prospectus Summary...................  4
The Offering ........................  6
Risk Factors.........................  7
Selling Shareholder.................. 13            ___________ ____, 2000
Description of Securities ........... 15
Plan Of Distribution................. 15
Use Of Proceeds...................... 16
Legal Matters........................ 16
Experts.............................. 16
Indemnification...................... 16
Recent Events........................ 17



========================================   =====================================
<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following  table sets forth the costs and expenses in  connection  with
the sale  and  distribution  of the  securities  being  registered,  other  than
underwriting  discounts and commissions.  All of the amounts shown are estimates
except the Securities and Exchange Commission registration fee.

     SEC Registration Fee          $  2,097
     Legal Fees                    $  5,000
     Accounting Fees               $ 25,000
                                   --------
     Total                         $ 32,097
                                   ========

     Amtech will pay all expenses of registration,  issuance and distribution of
the shares being sold by the selling shareholder, but excluding any underwriting
commissions and discounts,  filing fees and transfer or other taxes, which shall
be borne by the selling shareholder.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  right  of the  shareholders  to sue any  director  for  misconduct  in
conducting  the affairs of Amtech is limited by Article 14 of Amtech's  Articles
of Incorporation and Arizona statutory law to actions for damages resulting from
a breach of a director's  fiduciary  duty of loyalty,  acts or omissions  not in
good faith or involving intentional misconduct or knowing violations of the law,
the unlawful payment of dividends or stock  repurchases or transactions in which
a director receives an improper personal benefit.  Ordinary  negligence is not a
ground for such a suit.

     Amtech also has the right,  pursuant to Article 11 of Amtech's  Articles of
Incorporation,  to indemnify any present or former director or officer of Amtech
for all expenses incurred by them in connection with any legal action brought or
threatened  against  such  person for or on  account  of any action or  omission
alleged  to have been  committed  while  acting in the  course  and scope of the
person's  duties,  if the person  acted in good faith and in a manner  which the
person  reasonably  believed  to be in or not opposed to the best  interests  of
Amtech, and with respect to criminal actions, had no reasonable cause to believe
the person's conduct was unlawful,  provided that such  indemnification  is made
pursuant to then existing provisions of Arizona statutory law at the time of any
such  indemnification.  The statute does not limit the liability of directors or
officers for monetary  damages  under the Federal  securities  laws.  Insofar as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to directors,  officers or persons controlling Amtech, Amtech has been
informed that in the opinion of the Commission such  indemnification  is against
public policy as expressed in the Securities Act and is therefore unenforceable.

     At  present,  there is no pending  litigation  or  proceeding  involving  a
director, officer, employee or other agent of Amtech in which indemnification is
being sought.

                                      II-1
<PAGE>
ITEM 16. EXHIBITS.

The following exhibits are filed with this Registration Statement:

<TABLE>
<CAPTION>
<S>    <C>                                                                            <C>
4.1    Articles of Incorporation                                                      (A)
4.2    Articles of Amendment to Articles of Incorporation, dated April 27, 1983       (A)
4.3    Articles of Amendment to Articles of Incorporation, dated May 19, 1987         (B)
4.4    Articles of Amendment to Articles of Incorporation, dated May 2, 1988          (C)
4.5    Articles of Amendment to Articles of Incorporation, dated May 28, 1993         (D)
4.6    Amended and Restated Bylaws                                                    (E)
4.7    Form of Warrant to Purchase Common Stock, dated as of July 2, 1997              *
4.8    Stock and Warrant Purchase Agreement, dated as of September 8, 2000             *
4.9    Form of Warrant to Purchase Common Stock, dated as of September 8, 2000         *
5      Opinion re legality                                                             *
23.1   Consent of Counsel (included in Exhibit 5)                                      *
23.2   Consent of Independent Public Accountants                                       *
</TABLE>

- ----------
*    Filed herewith.
(A)  Incorporated by reference to Amtech's Form S-18 Registration  Statement No.
     2-83934-LA
(B)  Incorporated  by reference to Amtech's  Annual  Report on Form 10-K for the
     fiscal year ended September 30, 1987
(C)  Incorporated  by reference to Amtech's  Annual  Report on Form 10-K for the
     fiscal year ended September 30, 1988
(D)  Incorporated by reference to Amtech's Form S-1  Registration  Statement No.
     33-77368
(E)  Incorporated  by reference to Amtech's  Annual  Report on Form 10-K for the
     fiscal year ended September 30, 1991

ITEM 17. UNDERTAKINGS.

     A.   The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by section  10(a)(3) of the
Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
the  effective  date  of  the   registration   statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum

                                      II-2
<PAGE>
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

          (iii) To include any material  information with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

PROVIDED,  HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     B. The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C. The undersigned  Registrant  hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

     D. Insofar as indemnification  for liabilities arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                      II-3
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Phoenix, State of Arizona, on October 2, 2000.

                                        AMTECH SYSTEMS, INC.

                                        By: /s/ Jong S. Whang
                                            ------------------------------------
                                            Jong S. Whang, President
                                            (Principal Executive Officer)


                        SIGNATURES AND POWER OF ATTORNEY

     The officers and directors of Amtech Systems,  Inc. whose signatures appear
below,  hereby  constitute  and appoint  Robert T. Haas as their true and lawful
attorney-in-fact  and agent, with full power of substitution,  with power to act
alone,  to sign and  execute  on  behalf of the  undersigned  any  amendment  or
amendments  to  this  registration  statement  on  Form  S-3,  and  each  of the
undersigned  does hereby ratify and confirm all that said  attorney-in-fact  and
agent, or his substitutes, shall do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

SIGNATURE                            TITLE                            DATE
- ---------                            -----                            ----

/s/ Jong S. Whang             Chairman of the Board, President   October 2, 2000
- -------------------------     Chief Executive Officer,
Jong S. Whang                 (Principal Executive Officer)


/s/ Robert T. Hass            Vice President-Finance             October 2, 2000
- -------------------------     (Principal Financial and
Robert T. Hass                Accounting Officer)


/s/ Donald F. Johnston        Director                           October 2, 2000
- -------------------------
Donald F. Johnston


/s/ Alvin Katz                Director                           October 2, 2000
- -------------------------
Alvin Katz


/s/ Bruce R. Thaw             Director                           October 2, 2000
- -------------------------
Bruce R. Thaw

                                      II-4
<PAGE>
                                  EXHIBIT INDEX

The following exhibits are filed with this Registration Statement:

<TABLE>
<CAPTION>
<S>     <C>                                                                             <C>
4.1     Articles of Incorporation                                                       (A)

4.2     Articles of Amendment to Articles of Incorporation, dated April 27, 1983        (A)

4.3     Articles of Amendment to Articles of Incorporation, dated May 19, 1987          (B)

4.4     Articles of Amendment to Articles of Incorporation, dated May 2, 1988           (C)

4.5     Articles of Amendment to Articles of Incorporation, dated May 28, 1993          (D)

4.6     Amended and Restated Bylaws                                                     (E)

4.7     Form of Warrant to Purchase Common Stock, dated as of July 2, 1997               *

4.8     Stock and Warrant Purchase Agreement, dated as of September 8, 2000              *

4.9     Form of Warrant to Purchase Common Stock, dated as of September 8, 2000          *

5       Opinion re: legality                                                             *

23.1    Consent of Counsel (included in Exhibit 5)                                       *

23.2    Consent of Independent Public Accountants                                        *
</TABLE>

- ----------
*    Filed herewith.
(A)  Incorporated by reference to Amtech's Form S-18 Registration  Statement No.
     2-83934-LA
(B)  Incorporated  by reference to Amtech's  Annual  Report on Form 10-K for the
     fiscal year ended September 30, 1987
(C)  Incorporated  by reference to Amtech's  Annual  Report on Form 10-K for the
     fiscal year ended  September  30, 1988
(D)  Incorporated by reference to Amtech's Form S-1  Registration  Statement No.
     33-77368
(E)  Incorporated  by reference to Amtech's  Annual  Report on Form 10-K for the
     fiscal year ended September 30, 1991
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.7
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>FORM OF COMMON STOCK PURCHASE WARRANT
<TEXT>

     THE WARRANT  REPRESENTED BY THIS  CERTIFICATE  AND THE SECURITIES  ISSUABLE
UPON  EXERCISE  THEREOF  MAY NOT BE  SOLD,  TRANSFERRED,  ASSIGNED,  PLEDGED  OR
OTHERWISE  DISPOSED  OF, IN WHOLE OR IN PART,  UNLESS  ANY SUCH  TRANSACTION  IS
REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  OR AN EXEMPTION FROM
THE REGISTRATION  REQUIREMENTS UNDER SAID ACT IS AVAILABLE,  AND THE COMPANY HAS
RECEIVED  AN  OPINION OF COUNSEL TO SUCH  EFFECT,  WHICH  OPINION IS  REASONABLY
SATISFACTORY TO THE COMPANY.

                              AMTECH SYSTEMS, INC.
                                                                       W________
                        WARRANT TO PURCHASE COMMON STOCK

     SECURITIES  SUBJECT TO WARRANT TO  PURCHASE  COMMON  STOCK.  Subject to the
terms and conditions hereinafter set forth, ________ (the "Holder"), is entitled
to purchase from Amtech Systems,  Inc., an Arizona  corporation (the "Company"),
at any time and from  time to time  during  the  period  from  July 1, 1997 (the
"Commencement  Date") until 5:00 p.m., Miami, Florida Time, on July 1, 2002 (the
"Expiration  Date"),  at which time this  Warrant to Purchase  Common Stock (the
"Warrant")  shall expire and become void,  an aggregate of ______  shares of the
Company's  common stock,  par value $.01 per share (the "Common  Stock"),  which
number of shares of Common Stock is subject to adjustment  from time to time, as
described below, upon payment therefore of the exercise price of $3.00 per share
of Common  Stock in lawful funds of the United  States of America,  such amounts
(the "Basic  Exercise  Price") being subject to adjustment in the  circumstances
set forth  herein  below.  This  applicable  Basic  Exercise  Price,  until such
adjustment  is made and  thereafter as adjusted from time to time, is called the
"Exercise Price."

     1.  EXERCISE OF WARRANT.  This Warrant may be exercised in whole or in part
at any time from and after the Commencement Date and on or before the Expiration
Date,  provided  however,  if such  Expiration Date is a day on which Federal or
State  chartered  banking  institutions  located  in the  State of  Florida  are
authorized by law to close,  then the Expiration  Date shall be deemed to be the
next succeeding day which shall not be such a day, by presentation and surrender
to the Company at its principal  office,  or at the office of any transfer agent
for the Warrants ("Transfer Agent"),  designated by the Company, of this Warrant
accompanied  by the form of election to purchase on the last page hereof  signed
by the  Holder  and upon  payment of the  Exercise  Price for the  Common  Stock
purchased  thereby,  by  cashier's  check  or by wire  transfer  of  immediately
available  funds.  If this  Warrant is  exercised  in part only,  the Company or
Transfer  Agent shall,  promptly  after  presentation  of this Warrant upon such
exercise,  execute and deliver a new Warrant, dated the date hereof,  evidencing
the rights of the Holder to purchase the balance of the Common Stock purchasable
hereunder upon the same terms and conditions herein set forth.

     This Warrant shall be deemed to have been  exercised  immediately  prior to
the close of  business  on the date of its  surrender  for  exercise as provided
above,  and the person entitled to receive the Common Stock shall be treated for
all  purposes as the holder of such shares of record as of the close of business
on such date. As promptly as practicable, the Company shall issue and deliver to
the person or persons entitled to receive the same a certificate or certificates
for the number of shares of Common Stock issuable upon such  exercise,  together
with cash in lieu of any fraction of a share as provided below.

     2. REGISTRATION RIGHTS.

          2.1 If, at any time after March 15,  1998 and prior to the  Expiration
Date, other than a time when the Securities (as hereinafter defined) are covered
for sale or resale by an  effective  and  current  registration  statement,  the
Holders of a majority of the Warrants and the shares of Common Stock issued upon
exercise of the Warrants  (collectively,  the "Securities") shall give notice to
the Company  requesting  that the Company file with the  Securities and Exchange
Commission  (the  "Commission")  a  registration  statement  (the  "Registration
Statement") relating to the shares of Common Stock issuable upon the exercise of
the Warrants,  the Company shall  promptly give written  notice of such proposed
Registration Statement to the Holders of such Securities,  and to any subsequent
permissible  transferee of any of the Securities (at the address of such persons
appearing on the books of the Company or its transfer  agent) which notice shall
offer to  include  the  shares of  Common  Stock in the  requested  Registration
<PAGE>
Statement.  The Company shall,  within six months from receipt of the acceptance
of such offer,  file and use its best efforts to cause to become effective under
the Securities Act of 1933, as amended (the "Securities  Act"), the Registration
Statement  covering  such of the shares of Common  Stock as the Company has been
requested  to register for  disposition  by the Holders  thereof,  to the extent
required to permit the public sale or other  public  disposition  thereof by the
Holders.  The  Company  shall use its best  efforts  to cause  the  Registration
Statement to remain  effective  until the earlier of (i) such date as all of the
shares of Common  Stock have been sold or (ii)  until in the  opinion of counsel
for  the  Company,  such  shares  may be sold  without  registration  under  the
Securities Act, or (iii) until the Warrants expire.

          2.2 In  addition,  if at any time  during the five (5) years after the
Commencement  Date, the Company shall prepare and file one or more  registration
statements under the Securities Act, with respect to a public offering of equity
securities of the Company,  or of any such securities of the Company held by its
security holders,  the Company will include in any such  registration  statement
such information as is required,  and such number of shares of Common Stock held
by the Holders  thereof or their  respective  designees or transferees as may be
requested by them, to permit a public  offering of the shares of Common Stock so
requested;  provided,  however, that if, in the written opinion of the Company's
managing underwriter,  if any, for such offering, the inclusion of the shares of
Common Stock  requested to be  registered,  when added to the  securities  being
registered by the Company or the selling  security  holder(s),  would exceed the
maximum  amount  of  the  Company's  securities  that  can be  marketed  without
otherwise  materially  and  adversely  affecting the entire  offering,  then the
Company  may exclude  from such  offering  that  portion of the shares of Common
Stock  requested to be so registered,  so that the total number of securities to
be registered is within the maximum number of shares that, in the opinion of the
managing underwriter, may be marketed without otherwise materially and adversely
affecting  the entire  offering.  The Company  shall bear all fees and  expenses
incurred  by  it  in  connection   with  the  preparation  and  filing  of  such
registration  statement.  In the  event  of such a  proposed  registration,  the
Company  shall  furnish  the then  Holders  with not less than thirty (30) days'
written  notice  prior  to the  proposed  date of  filing  of such  registration
statement.  The  holders of shares of Common  Stock  shall  exercise  the rights
provided for in this  Subsection  2.2 by giving  written  notice to the Company,
within twenty (20) days of receipt of the  Company's  notice of its intention to
file a registration statement.

          2.3 The Company  shall bear all expenses  incurred in the  preparation
and filing of such  registration  statements or  post-effective  amendment  (and
related state registrations,  to the extent permitted by applicable law) and the
furnishing  of copies of the  preliminary  and final  prospectus  thereof to the
Holder, other than expenses of the Holder's counsel, and other than underwriting
discounts and sales commissions incurred by the then holders with respect to the
sale of such securities.

          2.4 Notwithstanding  anything contained herein to the contrary,  if on
the Expiration Date a registration  statement requested under Section 2.1 hereof
covering  any portion of shares  issuable  upon the exercise of the Warrants has
not been declared  effective by the  Commission,  the  Expiration  Date shall be
extended to the date that is 90 days following the date of effectiveness of such
registration statement.

     3.  RESERVATION OF COMMON STOCK.  The Company  covenants  that,  during the
period this Warrant is exercisable, the Company will reserve from its authorized
and  unissued  Common  Stock a  sufficient  number of shares of Common  Stock to
provide for the issuance of the shares of Common Stock upon the exercise of this
Warrant.  This Company agrees that its issuance of this Warrant shall constitute
full authority to its officers who are charged with the duty of executing  stock
certificates  to  execute  and issue the  necessary  certificates  for shares of
Common Stock upon the exercise of this Warrant.

     4. NO  SHAREHOLDER  RIGHTS.  This Warrant,  as such,  shall not entitle the
Holder to any  rights of a  shareholder  of the  Company,  until the  Holder has
exercised this Warrant in accordance with Section 1 hereof.

     5. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.

          5.1 The number and kind of  securities  issuable  upon the exercise of
this Warrant shall be subject to adjustment  from time to time,  and the Company
agrees to provide notice upon the happening of certain events, as follows:

                                       2
<PAGE>
          a.  If  the  Company  is  recapitalized  through  the  subdivision  or
     combination  of its  outstanding  shares of Common  Stock  into a larger or
     smaller  number of shares of Common  Stock,  the number of shares of Common
     Stock for  which  this  Warrant  may be  exercised  shall be  increased  or
     reduced,  as of the  record  date  for such  recapitalization,  in the same
     proportion as the increase or decrease in the outstanding  shares of Common
     Stock,  and the  Exercise  Price shall be  adjusted  so that the  aggregate
     amount  payable  for the  purchase  of all of the  shares of  Common  Stock
     issuable   hereunder   immediately   after   the   record   date  for  such
     recapitalization  shall equal the aggregate  amount so payable  immediately
     before such record date.

          b. If the Company  declares a dividend on its Common Stock  payable in
     shares of its Common  Stock or  securities  convertible  into shares of its
     Common  Stock,  the number of shares of Common Stock for which this Warrant
     may be exercised  shall be increased as of the record date for  determining
     which  holders of Common Stock shall be entitled to receive such  dividend,
     in proportion to the increase in the number of outstanding shares of Common
     Stock (and shares of Common  Stock  issuable  upon  conversion  of all such
     securities  convertible  into  shares of Common  Stock) as a result of such
     dividend,  and the Exercise  Price shall be adjusted so that the  aggregate
     amount  payable for the purchase of all the shares of Common Stock issuable
     hereunder  immediately  after the record date for such dividend shall equal
     the aggregate amount so payable immediately before such record date.

          c. If the  Company  effects a general  distribution  to holders of its
     Common  Stock,  other  than  as  part  of  the  Company's   dissolution  or
     liquidation or the winding up of its affairs,  of any shares of its capital
     stock,  any evidence of indebtedness or any of its assets (other than cash,
     shares of Common  Stock or  securities  convertible  into  shares of Common
     Stock),  the Company  shall give  written  notice to the Holder of any such
     general  distribution  at least  fifteen  (15) days  prior to the  proposed
     record  date in order to permit the Holder to exercise  this  Warrant on or
     before the  record  date.  There  shall be no  adjustment  in the number of
     shares of Common Stock for which this Warrant may be  exercised,  or in the
     Exercise  Price,  by virtue  of any such  general  distribution,  except as
     otherwise provided herein.

          d. If the Company  offers rights or warrants  (other than the Warrant)
     to all holders of its Common  Stock which  entitle  them to subscribe to or
     purchase  additional shares of Common Stock or securities  convertible into
     shares of Common Stock,  the Company shall give written  notice of any such
     proposed  offering  to the Holder at least  fifteen  (15) days prior to the
     proposed record date in order to permit the Holder to exercise this Warrant
     on or before such record date.

          e. In the event an adjustment  in the Exercise  Price or the number of
     shares of Common Stock issuable hereunder is made under subsection a. or b.
     above,  and  such an event  does not  occur,  then any  adjustments  in the
     Exercise  Price or number of shares of Common Stock  issuable upon exercise
     of this Warrant that were made in accordance  with such subsection a. or b.
     shall be  re-adjusted  to the Exercise Price and number of shares of Common
     Stock as were in effect  immediately  prior to the record  date for such an
     event.

          f. The  number of shares of Common  Stock  deemed  outstanding  at any
     given time shall include the number of shares of Common Stock  outstanding,
     as adjusted as provided herein,  but shall not include shares owned or held
     by or for the account of the Company,  and the disposition of any shares so
     owned or held  will be  considered  an  issuance  or sale of  Common  Stock
     hereunder.

          g. No adjustment of the Exercise  Price shall be made if the amount of
     such adjustment  would be less than one cent per share of Common Stock, but
     in such case any  adjustment  that  otherwise  would be required to be made
     shall be carried  forward and shall be made at the time and  together  with
     the next  subsequent  adjustment  that,  together  with any  adjustment  or
     adjustments so carried forward,  shall amount to not less than one cent per
     share of Common Stock.

          5.2 In the  event of any  reorganization  or  reclassification  of the
outstanding shares of Common Stock (other than a change in par value, or from no
par value to par value,  or from par value to no par value,  or as a result of a
subdivision or  combination) or in the event of any  consolidation  or merger of
the Company  with  another  entity at any time prior to the  expiration  of this
Warrant,  the Holder shall have the right to exercise  this  Warrant.  Upon such
exercise, the Holder shall have the right to receive the same kind and number of
shares of capital stock and other  securities,  cash or other  property as would

                                       3
<PAGE>
have been distributed to the Holder upon such reorganization,  reclassification,
consolidation  or merger.  The Holder shall pay upon such  exercise the Exercise
Price that  otherwise  would  have been  payable  pursuant  to the terms of this
Warrant. If any such reorganization,  reclassification,  consolidation or merger
results in a cash distribution in excess of the then applicable  Exercise Price,
the Holder may, at the Holder's  option,  exercise this Warrant  without  making
payment  of the  Exercise  Price,  and in such  case  the  Company  shall,  upon
distribution  to the Holder,  consider the  Exercise  Price to have been paid in
full,  and in making  settlement to the Holder,  shall deduct an amount equal to
the Exercise  Price from the amount  payable to the Holder.  In the event of any
such  reorganization,  merger or consolidation,  the corporation  formed by such
consolidation or merger or the corporation  which shall have acquired the assets
of the Company  shall  execute and deliver a supplement  hereto to the foregoing
effect,  which supplement  shall also provide for adjustments  which shall be as
nearly  equivalent  as may be  practicable  to the  adjustments  provided in the
Warrant.

          5.3 If the Company  shall,  at any time before the  expiration of this
Warrant,  dissolve,  liquidate or wind up its affairs, the Holder shall have the
right to exercise  this  Warrant.  Upon such  exercise the Holder shall have the
right to receive,  in lieu of the shares of Common Stock of the Company that the
Holder  otherwise would have been entitled to receive,  the same kind and amount
of assets as would have been issued,  distributed or paid to the Holder upon any
such  dissolution,  liquidation  or  winding  up  with  respect  to  such  stock
receivable  upon  exercise  of this  Warrant on the date for  determining  those
entitled to receive any such distribution. If any such dissolution,  liquidation
or winding up results in any cash  distribution  in excess of the Exercise Price
provided by this Warrant, the Holder may, at the Holder's option,  exercise this
Warrant  without  making  payment of the Exercise  Price and, in such case,  the
Company shall, upon  distribution to the Holder,  consider the Exercise Price to
have been paid in full and, in making settlement to the Holder,  shall deduct an
amount equal to the Exercise Price from the amount payable to the Holder.

          5.4 Upon each  adjustment of the Exercise  Price pursuant to Section 5
hereof,  the Holder shall thereafter (until another such adjustment) be entitled
to purchase,  at the adjusted  Exercise Price in effect on the date this Warrant
is exercised,  the number of shares of Common  Stock,  calculated to the nearest
whole number of shares,  determined by (a)  multiplying  the number of shares of
Common Stock  purchasable  hereunder  immediately prior to the adjustment of the
Exercise  Price  by the  Exercise  Price  in  effect  immediately  prior to such
adjustment,  and (b) dividing  the product so obtained by the adjusted  Exercise
Price in effect on the date of such exercise.  The provisions of Section 8 shall
apply,  however,  so that no  fractional  share of  Common  Stock or  fractional
Warrant shall be issued upon exercise of this Warrant.

          5.5 The Company may retain a firm of independent public accountants of
recognized standing (who may be any such firm regularly employed by the Company)
to make any computation  required under this Section 5, and a certificate signed
by such firm shall be conclusive  evidence of the correctness of any computation
made under this Section 5.

     6. NOTICE TO HOLDER.  So long as this Warrant shall be  outstanding  (a) if
the Company  shall pay any  dividends or make any  distribution  upon the Common
Stock  otherwise than in cash or (b) if the Company shall offer generally to the
holders of Common  Stock the right to subscribe to or purchase any shares of any
class of capital  stock or  securities  convertible  into  capital  stock or any
similar  rights  or (c) if there  shall  be any  capital  reorganization  of the
Company in which the Company is not the surviving  entity,  recapitalization  of
the capital stock of the Company, consolidation or merger of the Company with or
into another corporation,  sale, lease or other transfer of all or substantially
all of the  property and assets of the  Company,  or  voluntary  or  involuntary
dissolution,  liquidation or winding up of the Company,  then in such event, the
Company shall cause to be mailed by registered or certified  mail to the Holder,
at least thirty (30) days prior to the relevant  date  described  below (or such
shorter  period as is reasonably  possible if thirty (30) days is not reasonably
possible),  a notice containing a description of the proposed action and stating
the date or expected date on which a record of the Company's  shareholders is to
be taken for the purpose of any such dividend,  distribution of rights,  or such
reorganization,   recapitalization,   consolidation,   merger,  sale,  lease  or
transfer,  dissolution,  liquidation or winding up is to take place and the date
or expected date, if any is to be fixed, as of which the holders of Common Stock
of record  shall be  entitled  to  exchange  their  shares  of Common  Stock for
securities or other property deliverable upon such event.

     7. CERTIFICATE OF ADJUSTMENT. Whenever the Exercise Price or number or type
of  securities  issuable  upon  exercise of this Warrant is adjusted,  as herein
provided,  the Company  shall  promptly  deliver to the Holder of this Warrant a

                                       4
<PAGE>
certificate  of an  officer  of the  Company  setting  forth the  nature of such
adjustment and a brief statement of the facts requiring such adjustment.

     8. NO  FRACTIONAL  SHARES.  No  fractional  shares of Common  Stock will be
issued in connection with any subscription  hereunder. In lieu of any fractional
shares which would  otherwise be issuable,  the Company  shall pay cash equal to
the product of such fraction multiplied by the fair market value of one share of
Common  Stock  on the  date of  exercise,  as  determined  in good  faith by the
Company's Board of Directors.

     9. TRANSFER OR LOSS OF WARRANT.

          9.1 Prior to any proposed transfer of the Securities,  unless there is
in effect a  registration  statement  under the  Securities  Act,  covering  the
proposed  transfer,  the Holder thereof shall give written notice to the Company
of such  Holder's  intention  to effect such  transfer.  Each such notice  shall
describe the manner and  circumstances  of the proposed  transfer in  sufficient
detail, and shall, if the Company so requests,  be accompanied by an unqualified
written  opinion of legal  counsel who shall be reasonably  satisfactory  to the
Company  addressed  to the  Company  and  reasonably  satisfactory  in form  and
substance to the Company's counsel,  to the effect that the proposed transfer of
the Securities may be effected  without  registration  under the Securities Act,
whereupon  the  Holder of the  Securities  shall be  entitled  to  transfer  the
Securities in accordance with the terms of the notice delivered by the Holder to
the Company.  Each  certificate  evidencing the Securities  transferred as above
provided  shall not bear such  restrictive  legends if in the opinion of counsel
for the Company such  legends are not required in order to establish  compliance
with any provisions of the Securities Act.

          9.2 Upon  receipt by the  Company of  evidence  satisfactory  to it of
loss, theft, destruction or mutilation of this Warrant and, in the case of loss,
theft or destruction,  of reasonably  satisfactory  indemnification,  or, in the
case of mutilation, upon surrender of this Warrant, the Company will execute and
deliver, or instruct the Transfer Agent to execute and deliver, a new Warrant of
like tenor and date and any such lost,  stolen or  destroyed  Warrant  thereupon
shall become void.

     10.  NOTICES.  Notices and other  communications  to be given to the Holder
shall be deemed  sufficiently given if delivered by hand, or five (5) days after
mailing by registered or certified mail,  postage prepaid,  to the Holder at c/o
BC Capital  Corp.,  201 South Biscayne  Boulevard,  Suite 2950,  Miami,  Florida
33131.  Notices or other  communications  to the Company shall be deemed to have
been  sufficiently  given if delivered by hand or five (5) days after mailing if
mailed by registered or certified mail postage prepaid, to the Company at 131 S.
Clark  Drive,  Tempe,  AZ 85281.  A party may change the address to which notice
shall be given by notice pursuant to this Section 10.

     11. ENTIRE AGREEMENT AND  MODIFICATION.  The Company and the Holder of this
Warrant  hereby  represent and warrant that this Warrant is intended to and does
contain and embody all of the  understandings  and agreements,  both written and
oral, of the parties  hereto with respect to the subject matter of this Warrant,
and that there exists no oral  agreement or  understanding,  express or implied,
whereby  the  absolute,  final and  unconditional  character  and nature of this
Warrant shall be in any way invalidated, impaired or affected. A modification or
waiver of any of the terms,  conditions  or  provisions of this Warrant shall be
effective  only if made in writing and executed with the same  formality of this
Warrant.

     12.  GOVERNING  LAW.  This  Warrant  shall be governed by and  construed in
accordance  with the laws of the State of Arizona,  without  application  of the
principles of conflicts of laws.

                                       5
<PAGE>
     IN WITNESS  WHEREOF,  the Company has executed  this Warrant as of the ____
day of __________.

                                        AMTECH SYSTEMS, INC.,
                                        an Arizona corporation

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                              ELECTION TO PURCHASE

TO: AMTECH SYSTEMS, INC.

     The undersigned hereby irrevocably elects to exercise Warrants  represented
by this Purchase  Warrant to Purchase  Common Stock to purchase  _______________
shares of Common Stock  issuable upon the exercise of such Warrants and requests
that certificates for such shares and Warrants be issued in the name of:


           -----------------------------------------------------------
           (Please insert social security or other identifying number)


           -----------------------------------------------------------
                         (Please print name and address)


Dated:                ,
      ----------------  -------         ----------------------------------------
                                        (Signature must conform in  all respects
                                        to name of  holder as  specified on  the
                                        face of the Warrant)

                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.8
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>STOCK & WARRANT PURCHASE AGR. DATED 9/8/00
<TEXT>

                      STOCK AND WARRANT PURCHASE AGREEMENT

     STOCK AND WARRANT PURCHASE AGREEMENT  ("Agreement"),  dated as of September
8,  2000,  by and among  Amtech  Systems,  Inc.,  an  Arizona  corporation  (the
"Company"),  and each person or entity who executes a counterpart signature page
to this  Agreement  and is listed as an  investor on SCHEDULE I attached to this
Agreement (each individually an "Investor" and collectively the "Investors").

                                  WITNESSETH:

     WHEREAS,  the Company desires to sell and issue to the Investors  listed on
SCHEDULE I, and the  Investors  listed on SCHEDULE I desire to purchase from the
Company,  up to an aggregate of 383,000  shares of Common Stock,  $.01 par value
per share (the "Common  Stock"),  of the Company on the terms and conditions set
forth herein;

     WHEREAS,  each  Investor  listed on SCHEDULE I will also  receive five year
warrants  (the  "Warrants"),  in the  identical  form and substance of EXHIBIT A
attached  hereto,  to purchase that number of additional  shares of Common Stock
equal to the product of ten percent (10%)  multiplied by the number of shares of
Common Stock  purchased by such Investor at a per share  exercise price equal to
the product of 110%  multiplied by the Common Stock  Purchase  Price (as defined
below);

     WHEREAS,  the Company has granted the  Investors  registration  rights with
respect  to the shares of Common  Stock  purchased  hereunder  and the shares of
Common Stock  issuable  upon  exercise of the Warrants  (the  "Warrant  Shares")
pursuant to the terms hereof; and

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  premises  and  the
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

     CERTAIN DEFINITIONS.  As used in this Agreement,  the following terms shall
have the following respective meanings:


     "Closing" and "Closing Date" shall have the meanings ascribed to such terms
in Section 1.3 herein.

     "Commission" shall mean the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Holder"   and   "Holders"   shall   include  an  Investor  or   Investors,
respectively,  and any transferee of the shares of Common Stock, the Warrants or
the Warrant  Shares or  Registrable  Securities  which have not been sold to the
public to whom the  registration  rights  conferred by this  Agreement have been
transferred in compliance with this Agreement.

     "Registrable Securities" shall mean: (i) the shares of Common Stock and the
Warrant  Shares  issued or issuable to each Holder or the  respective  permitted
transferee or designee; (ii) any securities issued to each Holder as a result of
any stock split, stock dividend,  recapitalization  or similar event or upon the
exchange of the shares of Common Stock,  the Warrants or the Warrant Shares;  or
(iii)  any  other  security  of  the  Company  issued  as a  dividend  or  other
distribution  with respect to, in exchange of or in  replacement  of Registrable
Securities.

     The terms  "register",  "registered"  and  "registration"  shall refer to a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance  with  the  Securities  Act  and  applicable  rules  and  regulations
<PAGE>
thereunder,  including without limitation,  Rule 415 under the Securities Act or
any successor rule providing for offering  securities on a continuous or delayed
basis, and the declaration or ordering of the effectiveness of such registration
statement by the Commission.

     "Registration  Expenses"  shall mean all  expenses  to be  incurred  by the
Company  in  connection  with  each  Holder's  registration  rights  under  this
Agreement,  including,  without  limitation,  all  registration and filing fees,
printing expenses,  fees and disbursements of counsel for the Company,  blue sky
fees and  expenses,  reasonable  fees and  disbursements  of counsel for Holders
(using a single  counsel  selected by a majority in the interest of the Holders)
for a "due diligence"  examination of the Company and review of the Registration
Statement and related documents,  and the expense of any special audits incident
to or required by any such  registration  (but  excluding  the  compensation  of
regular  employees  of the  Company,  which  shall  be paid in any  event by the
Company).

     "Registration Statement" shall have the meaning set forth in Section 4.1(a)
herein.

     "Regulation  D" shall mean  Regulation  D as  promulgated  pursuant  to the
Securities Act, and as subsequently amended.

     "Securities"  shall mean the shares of Common  Stock,  the Warrants and the
Warrant Shares, collectively.

     "Securities  Act" or "Act"  shall  mean  the  Securities  Act of  1933,  as
amended.

     "Selling  Expenses"  shall  mean all  underwriting  discounts  and  selling
commissions  applicable to the sale of Registrable  Securities,  if any, and all
fees and disbursements of counsel for Holders not included within  "Registration
Expenses".

                                    ARTICLE I

                   PURCHASE AND SALE OF THE STOCK AND WARRANTS

     Section 1.1 PURCHASE AND SALE. Upon the following terms and conditions, the
Company  shall issue and sell to each  Investor  listed on SCHEDULE I severally,
and each  Investor  listed on  SCHEDULE  I  severally  shall  purchase  from the
Company,  the  number  of shares of  Common  Stock  and the  number of  Warrants
indicated next to such Investor's name on SCHEDULE I attached hereto.

     Section 1.2 PURCHASE PRICE.  The per share purchase price for the shares of
Common  Stock  shall be equal to $13.75 per share of Common  Stock (the  "Common
Stock  Purchase  Price").  Each Investor  listed on SCHEDULE I will also receive
Warrants to purchase  such number of shares of Common Stock equal to the product
of 10%  multiplied  by the number of shares of Common  Stock  purchased at a per
share exercise price equal to 110% of the Common Stock Purchase Price.

     Section 1.3 THE  CLOSING.  (a) The closing of the  purchase and sale of the
Common Stock and Warrants  (the  "Closing"),  shall take place at the offices of
Squire,  Sanders & Dempsey L.L.P, at 10:00 a.m., local time following acceptance
by the Company of  subscriptions  representing an aggregate of  $5,266,250.00 of
shares of Common Stock,  which  acceptance  shall not occur until the conditions
set  forth in  Article V hereof  shall be  fulfilled  or  waived  in  accordance
herewith.  The date on which the  Closing  occurs is  referred  to herein as the
"Closing Date."

     (b) On the  Closing  Date,  the  Company  shall  deliver  to each  Investor
certificates   (with  the  number  of  and  denomination  of  such  certificates
reasonably  requested by such Investor)  representing the Common Stock purchased
hereunder  by such  Investor  registered  in the  name of such  Investor  or its
nominee or deposit such Common Stock into accounts  designated by such Investor,
and such Investor shall deliver to the Company the purchase price for the Common
Stock  purchased  by such  Investor  hereunder by wire  transfer in  immediately
available funds to an account designated in writing by the Company. In addition,
each party shall deliver all documents,  instruments and writings required to be
delivered  by such party  pursuant to this  Agreement at or prior to the Closing

                                       2
<PAGE>
Date.  The  foregoing  notwithstanding,  the Company may, in lieu of  delivering
certificates  on the Closing Date,  deliver an  irrevocable  instruction  letter
addressed to the Company's  transfer  agent  authorizing  such transfer agent to
issue the applicable share certificates (the "Irrevocable Instruction Letter").

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

     Section 2.1  REPRESENTATIONS  AND  WARRANTIES  OF THE COMPANY.  The Company
hereby  makes  the  following  representations  and  warranties  to  each of the
Investors from and as of the date hereof through the Closing Date:

     (a) ORGANIZATION AND  QUALIFICATION;  MATERIAL ADVERSE EFFECT.  The Company
owns 100% of the outstanding capital stock of each of Tempress Systems,  Inc., a
Texas  corporation,   and  P.R.  Hoffman  Machine  Products,  Inc.,  an  Arizona
corporation  (collectively,  the "Subsidiaries").  The Company does not have any
other direct or indirect subsidiaries.  Each of the Company and its Subsidiaries
is a corporation  duly  incorporated  and validly  existing and in good standing
under the laws of its respective  jurisdiction of incorporation  and the Company
and  the  Subsidiaries  each  have  the  requisite  corporate  power  to own its
properties  and to carry on its  business  as now being  conducted.  Each of the
Company and each  Subsidiary is duly  qualified as a foreign  corporation  to do
business and is in good  standing in every  jurisdiction  in which the nature of
the  business  conducted  or  property  owned  by it  makes  such  qualification
necessary  other than those in which the failure so to qualify  would not have a
Material Adverse Effect.  "Material  Adverse Effect" means any adverse effect on
the business, operations,  properties, or financial condition of the entity with
respect  to which  such term is used and which is  material  to such  entity and
other entities  controlling or controlled by such entity,  taken as a whole, and
any material adverse effect on the transactions contemplated under the Agreement
or any other agreement or document contemplated hereby.

     (b) AUTHORIZATION; ENFORCEMENT. (i) The Company has the requisite corporate
power and  authority to enter into and perform this  Agreement  and to issue the
Securities in accordance with the terms hereof,  (ii) the execution and delivery
of this Agreement by the Company and the  consummation by it of the transactions
contemplated  hereby,  including  the issuance of the Common Stock in accordance
with the terms of this  Agreement  have been duly  authorized  by all  necessary
corporate action,  and no further consent or authorization of the Company or its
Board of Directors or  stockholders  is required,  (iii) this Agreement has been
duly executed and delivered by the Company, and (iv) this Agreement  constitutes
the valid and binding obligations of the Company enforceable against the Company
in  accordance  with its terms,  subject to applicable  bankruptcy,  insolvency,
reorganization,  moratorium,  liquidation  and other similar laws  affecting the
enforcement of creditors' rights generally, general equitable principles and the
discretion of courts in granting equitable remedies.

     (c) CAPITALIZATION. The authorized capital stock of the Company consists of
100,000,000  shares of Common Stock and 100,000,000  shares of preferred  stock,
par value $.01 per share  ("Preferred  Stock");  without  giving  effect to this
offering,  there are 2,186,558 shares of Common Stock and no shares of Preferred
Stock issued and outstanding, respectively. All of the outstanding shares of the
Common Stock have been validly issued and are fully paid and non-assessable.  No
shares of Common Stock or preferred  stock are  entitled to  preemptive  rights;
without giving effect to this offering, 75,000 shares of Common Stock (including
any  shares  of Common  Stock  issuable  upon the  exercise  of any  outstanding
options,  warrants  or  rights  or  upon  the  exchange  or  conversion  of  any
exchangeable  or  convertible   securities  of  the  Company  and  excluding  an
indeterminate  number of shares  potentially  issuable  pursuant  to an earn-out
right  granted in  connection  with the Company's  acquisition  of P.R.  Hoffman
Machine  Products  Corporation)  are  entitled  to  registration  rights  (which
registration  rights do not adversely impact the registration  rights granted to
the  Investors);   and  without  giving  effect  to  this  offering,  there  are
outstanding options for 154,267 shares of Common Stock and outstanding  warrants
for 75,000  shares of Common  Stock.  Except for  warrants  issuable  to Wharton
Capital  Partners,  Ltd. and the Investors in connection  with this offering and
except as disclosed in the prior sentence and as  contemplated by this Agreement
or disclosed in the SEC Documents (as defined below),  there are no other scrip,
rights to  subscribe  for,  calls or  commitments  of any  character  whatsoever

                                       3
<PAGE>
relating to, or securities  or rights  exchangeable  or  convertible  into,  any
shares  of  capital   stock  of  the   Company,   or   contracts,   commitments,
understandings  or  arrangements  by which the Company is or may become bound to
issue  additional  shares of capital stock of the Company or options,  warrants,
scrip,  rights to  subscribe  for, or  commitments  to purchase or acquire,  any
shares, or securities or rights convertible into shares, of capital stock of the
Company.

     (d) NO CONFLICTS. The execution, delivery and performance of this Agreement
by the  Company  and  the  consummation  by  the  Company  of  the  transactions
contemplated hereby do not and will not (i) result in a violation of the charter
or By-Laws of the Company or any Subsidiary or (ii) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a
default)  under,  or  give to  others  any  rights  of  termination,  amendment,
acceleration  or  cancellation  of, any  agreement,  indenture,  patent,  patent
license or  instrument  to which the Company or any  Subsidiary  is a party,  or
result in a  violation  of any  Federal,  state,  local or  foreign  law,  rule,
regulation,  order,  judgment or decree (including  Federal and state securities
laws and  regulations)  applicable to the Company or any  Subsidiary or by which
any  property  or asset of the  Company or any  Subsidiary  is bound or affected
(except for such conflicts, defaults, terminations,  amendments,  accelerations,
cancellations  and  violations as would not,  individually  or in the aggregate,
have  a  Material  Adverse   Effect);   provided  that,  for  purposes  of  such
representation as to Federal,  state,  local or foreign law, rule or regulation,
no  representation  is made  herein with  respect to any of the same  applicable
solely to the  Investors and not to the Company or any  Subsidiary.  Neither the
business of the Company nor of any Subsidiary is being conducted in violation of
any  law,  ordinance  or  regulation  of any  governmental  entity,  except  for
violations  which either  singly or in the  aggregate do not and will not have a
Material Adverse Effect. The Company is not required under Federal, state, local
or foreign law, rule or regulation to obtain any consent, authorization or order
of, or to make any filing or registration with, any court or governmental agency
in order for it to execute, deliver or perform any of its obligations under this
Agreement  or the Warrants or issue and sell the Common Stock or the Warrants in
accordance  with the terms hereof or issue the Warrant  Shares upon  exercise of
the  Warrants,  except for the  registration  provisions  provided  for  herein,
provided that,  for purposes of the  representation  made in this sentence,  the
Company  is  assuming   and   relying   upon  the   accuracy  of  the   relevant
representations and agreements of the Investors herein.

     (e) SEC DOCUMENTS; FINANCIAL STATEMENTS. The Common Stock of the Company is
registered  pursuant to Section  12(g) of the  Exchange  Act and the Company has
timely filed all  reports,  schedules,  forms,  statements  and other  documents
required  to be  filed  by it with  the  Commission  pursuant  to the  reporting
requirements of the Exchange Act,  including  material filed pursuant to Section
13(a)  or  15(d),  in  addition  to  one or  more  registration  statements  and
amendments  thereto  heretofore filed by the Company with the Commission (all of
the foregoing including filings incorporated by reference therein being referred
to herein as the "SEC  Documents").  The Company has delivered or made available
to the  Investors  true and  complete  copies of all SEC  Documents  (including,
without   limitation,   proxy   information  and   solicitation   materials  and
registration  statements) filed with the Commission since September 30, 1999. As
of their respective dates, the SEC Documents (as amended by any amendments filed
prior to the date of this  Agreement  or any Closing  Date and  provided to each
Investor) complied or will comply in all material respects with the requirements
of the Exchange Act and the rules and regulations of the Commission  promulgated
thereunder  and  other  Federal,  state and local  laws,  rules and  regulations
applicable to such SEC  Documents,  and none of the SEC  Documents  contained or
will  contain  any untrue  statement  of a  material  fact or omitted to state a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading.  The financial  statements  of the Company  included in the SEC
Documents comply as to form in all material respects with applicable  accounting
requirements  and the published rules and regulations of the Commission or other
applicable rules and regulations with respect thereto. Such financial statements
have been prepared in accordance with generally accepted  accounting  principles
applied on a consistent  basis during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto or (ii) in
the case of  unaudited  interim  statements,  to the extent they may not include
footnotes or may be condensed or summary  statements)  and fairly present in all
material respects the financial  position of the Company as of the dates thereof
and the  results  of  operations  and cash  flows  for the  periods  then  ended
(subject,  in the  case  of  unaudited  statements,  to  normal  year-end  audit
adjustments and the lack of footnotes).

     (f) PRINCIPAL  EXCHANGE/MARKET.  The  principal  market on which the Common
Stock is currently traded is the Nasdaq SmallCap Market ("Nasdaq").


     (g) NO MATERIAL ADVERSE CHANGE. Since June 30, 2000, the date through which
the most recent  quarterly  report of the Company on Form 10-Q has been prepared
and filed with the Commission, a copy of which is included in the SEC Documents,
no event which had or is likely to have a Material  Adverse  Effect has occurred

                                       4
<PAGE>
or exists with  respect to the Company or any  Subsidiary,  except as  otherwise
disclosed or reflected in press releases or other SEC Documents prepared through
or as of a date subsequent to June 30, 2000 and provided to the Investors.

     (h) NO UNDISCLOSED LIABILITIES.  Neither the Company nor any Subsidiary has
any  liabilities or obligations  not disclosed in the SEC Documents,  other than
those  liabilities  incurred in the ordinary  course of its respective  business
since  June 30,  2000 or  liabilities  or  obligations,  individually  or in the
aggregate,  which do not or would  not have a  Material  Adverse  Effect  on the
Company or the Subsidiaries, taken as a whole.

     (i) NO UNDISCLOSED  EVENTS OR  CIRCUMSTANCES.  No event or circumstance has
occurred  or  exists  with  respect  to the  Company,  any  Subsidiary  or their
respective business, properties, operations or financial condition, which, under
applicable law, rule or regulation,  requires public  disclosure or announcement
by the Company but which has not been so publicly announced or disclosed.

     (j) NO GENERAL  SOLICITATION.  None of the Company, the Subsidiaries or, to
the Company's knowledge, any of their respective affiliates or any person acting
on its or their  behalf  has  engaged  in any form of  general  solicitation  or
general  advertising (within the meaning of Regulation D) in connection with the
offer or sale of the Securities.

     (k) NO INTEGRATED OFFERING.  None of the Company, the Subsidiaries,  or, to
the  Company's  knowledge,  any of their  respective  affiliates,  or any person
acting on its or their behalf has,  directly or  indirectly,  made any offers or
sales of any  security  or  solicited  any  offers  to buy any  security,  under
circumstances that would require registration of any of the Securities.

     (l) INTELLECTUAL PROPERTY. Each of the Company and the Subsidiaries owns or
has licenses to use certain copyrights and trademarks  ("intellectual property")
associated  with  its  respective   business.   Each  of  the  Company  and  the
Subsidiaries  has all  intellectual  property rights which are needed to conduct
its  respective  business  as it is now being  conducted  or as  proposed  to be
conducted  as  disclosed  in the SEC  Documents.  The  Company  has no reason to
believe that the intellectual property rights owned by the Company or any of its
Subsidiaries are invalid or  unenforceable or that the use of such  intellectual
property by the Company or the Subsidiaries infringes upon or conflicts with any
right of any third  party,  and  neither  the  Company  nor any  Subsidiary  has
received  notice  of any such  infringement  or  conflict.  The  Company  has no
knowledge of any infringement of the Company's or any Subsidiary's  intellectual
property by any third party.

     (m) NO  LITIGATION.  Except as set forth in the SEC Documents  delivered to
the Investors or in Schedule  2.1(m) hereto,  no litigation or claim against the
Company or any Subsidiary is pending or, to the Company's knowledge, threatened,
and no other event has  occurred,  which if  determined  adversely  would have a
Material  Adverse Effect on the Company or any Subsidiary,  taken as a whole, or
would materially adversely effect the transactions contemplated hereby.

     (n)  BROKERS.  The Company has taken no action which would give rise to any
claim by any person,  other than Ferris,  Baker Watts,  Incorporated and Wharton
Capital  Partners,  Ltd.,  for brokerage  commissions,  finder's fees or similar
payments  by  the  Company  relating  to  this  Agreement  or  the  transactions
contemplated  hereby.  The Company has taken no action  which would give rise to
any claim by any  person for  brokerage  commissions,  finder's  fees or similar
payments  by any  Investor  relating  to  this  Agreement  or  the  transactions
contemplated hereby.

     (o) FORMS S-3. The Company is eligible to file a Registration  Statement on
Form S-3  under the Act and the rules  promulgated  thereunder,  and Form S-3 is
permitted to be used for the transactions  contemplated hereby under the Act and
the rules promulgated thereunder.

     Section 2.2  REPRESENTATIONS  AND WARRANTIES OF THE INVESTORS.  Each of the
Investors, severally and not jointly, hereby makes the following representations
and warranties to the Company as of the date hereof and on the Closing Date:

                                       5
<PAGE>
     (a) AUTHORIZATION;  ENFORCEMENT.  (i) Such Investor has the requisite power
and  authority,  or the legal  capacity,  as the case may be, to enter  into and
perform  this  Agreement  and to  purchase  the  Securities  being  sold to such
Investor  hereunder,  (ii) the execution and delivery of this  Agreement by such
Investor and the consummation by it of the transactions contemplated hereby have
been duly  authorized  by all  necessary  corporate or  partnership  action,  as
required,  and (iii) this Agreement constitutes the valid and binding obligation
of such Investor  enforceable  against such  Investor in  accordance  its terms,
except  as  such  enforceability  may  be  limited  by  applicable   bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting  generally the enforcement of creditors'  rights and remedies or by
other equitable principles of general application.

     (b) NO CONFLICTS. The execution, delivery and performance of this Agreement
and the consummation by such Investor of the transactions contemplated hereby do
not and will not (i) result in a  violation  of such  Investor's  organizational
documents,  or (ii) conflict  with any  agreement,  indenture,  or instrument to
which such Investor is a party, or (iii) result in a violation of any law, rule,
or  regulation  or any order,  judgment  or decree of any court or  governmental
agency applicable to such Investor.  Such Investor is not required to obtain any
consent or authorization  of any governmental  agency in order for it to perform
its obligations under this Agreement.

     (c) INVESTMENT  REPRESENTATION.  Such Investor is purchasing the securities
purchased  hereunder for its own account and not with a view to  distribution in
violation of any securities laws. Such Investor has no present intention to sell
the securities  purchased hereunder and such Investor has no present arrangement
(whether or not legally binding) to sell the Securities  purchased  hereunder to
or through any person or entity; provided,  however, that by the representations
herein,  such  Investor  does not  agree to hold any of the  Securities  for any
minimum or other  specific  term and reserves the right to dispose of any of the
Securities  at any time in  accordance  with Federal and state  securities  laws
applicable to such disposition.

     (d)  ACCREDITED  INVESTOR.  Such  Investor is an  "accredited  investor" as
defined in Rule 501  promulgated  under the Act. The Investor has such knowledge
and experience in financial and business  matters in general and  investments in
particular, so that such Investor is able to evaluate the merits and risks of an
investment  in the  securities  purchased  hereunder  and  to  protect  its  own
interests in connection with such investment.  In addition (but without limiting
the effect of the Company's  representations  and warranties  contained herein),
such  Investor  has  received  such  information  as it  considers  necessary or
appropriate for deciding whether to purchase the Securities purchased hereunder.

     (e) RULE 144. Such  Investor  understands  that there is no public  trading
market for the Warrants, that none is expected to develop, and that the Warrants
must be held  indefinitely  unless  exercised  or  unless  such  securities  are
registered  under the Act or an exemption from  registration is available.  Such
Investor  understands  that the Common Stock and the Warrant Shares must be held
indefinitely unless such securities are registered under the Act or an exemption
from  registration  is available.  Such Investor has been advised or is aware of
the provisions of Rule 144 promulgated under the Act.

     (f) BROKERS. Such Investor has taken no action which would give rise to any
claim by any person for brokerage commissions, finder's fees or similar payments
by the  Company  relating to this  Agreement  or the  transactions  contemplated
hereby.

     (g)  RELIANCE BY THE COMPANY.  Such  Investor  understands  that the Common
Stock is being offered and sold in reliance on a  transactional  exemption  from
the registration  requirements of Federal and state securities laws and that the
Company  is  relying  upon  the  truth  and  accuracy  of  the  representations,
warranties, agreements,  acknowledgments and understandings of such Investor set
forth herein in order to determine the  applicability of such exemptions and the
suitability of such Investor to acquire the Securities.

                                   ARTICLE III

                                    COVENANTS

     Section  3.1  REGISTRATION  AND  LISTING.   Until  the  expiration  of  the
Effectiveness  Period (as hereinafter  defined in Section 4.3), the Company will
cause the Common Stock to continue to be  registered  under Section 12(g) of the

                                       6
<PAGE>
Exchange  Act,  will  comply in all  respects,  with its  reporting  and  filing
obligations  under the  Exchange  Act,  and will not take any action or file any
document  (whether or not permitted by the Exchange Act or the rules thereunder)
to  terminate  or  suspend  such  reporting  and filing  obligations.  Until the
expiration of the Effectiveness  Period,  the Company shall use its best efforts
to continue  the listing or trading of the Common Stock on Nasdaq or a principal
exchange  (which  consists  exclusively  of the NYSE or AMEX) and  comply in all
respects with the Company's  reporting,  filing and other  obligations under the
bylaws or rules of Nasdaq or such principal exchange, as the case may be.

     Section 3.2 CERTIFICATES ON EXERCISE.  Upon the exercise of any Warrants in
accordance  with the terms of the Warrants,  the Company shall issue and deliver
to such  Investor  (or the then holder)  within  three (3) business  days of the
exercise date, (x) a Certificate or Certificates for the Warrant Shares issuable
upon such exercise and (y) a new certificate or certificates for the Warrants of
such  Investor  (or  holder)  which  have not yet been  exercised  but which are
evidenced in part by the  certificate(s)  submitted to the Company in connection
with  such  exercise  (with  the  number  of  and   denomination   of  such  new
certificate(s) designated by such Investor or holder).

     Section 3.3 REPLACEMENT CERTIFICATES.  The certificate(s)  representing the
shares of Common Stock,  Warrant Shares or the Warrants held by any Investor (or
then holder) may be exchanged by such  Investor (or such holder) at any time and
from time to time for certificates with different denominations  representing an
equal number of shares of Common Stock, Warrant Shares or Warrants,  as the case
may be,  as  reasonably  requested  by  such  Investor  (or  such  holder)  upon
surrendering  the same.  No service  charge will be made for such  registration,
transfer or exchange.

     Section 3.4 SECURITIES COMPLIANCE.  The Company shall notify the Commission
and  Nasdaq,  in  accordance  with  their  requirements,   of  the  transactions
contemplated  by this  Agreement  and the  Warrants  and  shall  take all  other
necessary  action and proceedings as may be required and permitted by applicable
law, rule and regulation, for the legal and valid issuance of the Securities.

     Section 3.5 RESERVATION OF STOCK ISSUABLE UPON EXERCISE.  The Company shall
at all times  reserve and keep  available  out of its  authorized  but  unissued
Common Stock,  solely for the purpose of affecting the exercise of the Warrants,
such number of shares of Common  Stock as shall from time to time be  sufficient
to effect the exercise of all outstanding Warrants.

                                   ARTICLE IV

                                  REGISTRATION

     Section  4.1  REGISTRATION  REQUIREMENTS.  The  Company  shall use its best
efforts to effect the  registration  of the Registrable  Securities  (including,
without  limitation,  the  execution of an  undertaking  to file  post-effective
amendments,  appropriate  qualification under applicable blue sky or other state
securities laws and appropriate  compliance with applicable  regulations  issued
under the  Securities  Act) as would  permit or  facilitate  the public  sale or
distribution of all the Registrable  Securities in the manner  (including manner
of sale)  and in all  states  reasonably  requested  by the  Holders.  Such best
efforts by the Company shall include the following:

     (a) The  filing by the  Company no later  than  thirty  (30) days after the
Closing of a registration  statement or  registration  statements (as necessary)
with the  Commission  pursuant to Rule 415 under the  Securities Act on Form S-3
(or such other appropriate registration form if the Company is ineligible to use
Form  S-3)  covering  the  resale of the  Registrable  Securities  acquired  (or
underlying   the   Securities   so  acquired)  at  the  Closing   ("Registration
Statement(s)").  In the event  that  such  Registration  Statement  is not filed
within  thirty (30) days after the  Closing,  then the  Company  shall until the
Registration  Statement is filed,  pay in cash to each Holder an amount equal to
1.5% of the respective  purchase  price paid by such Holder (the  "Damages") for
each 30 day period beginning on the 31st day following the Closing Date at which
the  Registrable  Securities  were  acquired  (the  "Default  Period")  that the
Registration Statement has not been filed;  provided,  however, that the Default
Period shall  terminate and Damages shall cease to accrue on the date upon which
such  Registrable  Securities  may be sold under Rule  144(k) in the  reasonable
opinion of counsel to the Company  (provided  that the Company's  transfer agent
has accepted an instruction from the Company to such effect).  If any applicable
Default  Period is less than 30 days  such cash  payment  shall be on a pro rata

                                       7
<PAGE>
basis. The amount of such cash payment shall be calculated by the Company on the
earlier of (i) the  effective  date of such  Registration  Statement or (ii) the
last day of each Default  Period,  and a certified or bank check in lawful money
of the United  States of America shall be sent within three (3) business days of
such  calculation  to the address of each Holder as listed in the stock transfer
ledger  maintained  by the Company or its transfer  agent.  Notwithstanding  the
foregoing,  if the Default  Period  commences from the failure of the Company to
cause to be filed the Registration  Statement solely by reason of the failure of
any Holder to provide such information as (i) the Company may reasonably request
from such  Holder  to be  included  in the  Registration  Statement  or (ii) the
Commission or Nasdaq may request in connection with such Registration  Statement
(which request was provided to the Holder in writing) (the "Late  Holder"),  the
Company  shall  not be  required  to pay  such  Damages  to any of the  Holders;
provided,  that the Company shall file the Registration  Statement excluding the
Late Holder or take such other  action as  necessary  to cause the  Registration
Statement to be filed effective,  within two (2) business days after the initial
day of the original  Default  Period,  provided  that a new Default  Period will
commence  three (3) business days after the initial day of the original  Default
Period  if the  Registration  Statement  is not  filed.  The  Company  agrees to
promptly  file an amendment to such  Registration  Statement  including the Late
Holder once the requested information has been provided.

     (b)  Prepare  and  file  with the  Commission  such  amendments  (including
post-effective  amendments) and supplements to such  Registration  Statement and
the prospectus  used in connection  with such  Registration  Statement as may be
necessary to keep such Registration  Statement effective at all times during the
Effectiveness  Period (as defined  below) and comply with the  provisions of the
Act  with  respect  to  the  disposition  of  all  securities  covered  by  such
Registration Statement and notify the Holders of the filing and effectiveness of
such  Registration  Statement and any amendments or supplements.  In the case of
amendments and supplements to a Registration  Statement which are required to be
filed  pursuant to this  Agreement  by reason of the Company  filing a report on
Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Exchange Act,
the  Company  shall  have   incorporated  such  report  by  reference  into  the
Registration  Statement,  if  applicable,  or  shall  file  such  amendments  or
supplements with the Commission on the same day on which the Exchange Act report
is filed which  created the  requirement  for the Company to amend or supplement
the Registration Statement.

     (c) Furnish to each Holder such  numbers of copies of a current  prospectus
conforming  with  the  requirements  of the  Act,  copies  of  the  Registration
Statement, any amendment or supplement thereto and any documents incorporated by
reference therein and such other documents as such Holder may reasonably require
in order to facilitate the disposition of Registrable  Securities  owned by such
Holder.

     (d) Use its best efforts to register and qualify the securities  covered by
such  Registration  Statement under such other  securities or "Blue Sky" laws of
such  jurisdictions  as shall be reasonably  requested by each Holder;  provided
that the Company shall not be required in connection therewith or as a condition
thereto to (i) qualify to do business  where it would not  otherwise be required
to qualify, (ii) file a general consent to service of process in any such states
or jurisdictions,  (iii) make any change in the Company's charter or By-Laws, or
(iv) subject itself to general taxation in any such jurisdiction.

     (e) Notify  each  Holder  immediately  of the  happening  of any event as a
result of which the prospectus  (including  any  supplement  thereto or thereof)
included in such Registration  Statement,  as then in effect, includes an untrue
statement  of  material  fact or omits to state a material  fact  required to be
stated  therein or necessary to make the  statements  therein not  misleading in
light of the circumstances  then existing,  and use its best efforts to promptly
update and/or correct such prospectus.

     (f) Notify each Holder immediately of the issuance by the Commission or any
state  securities  commission  or  agency  of  any  stop  order  suspending  the
effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose.  The Company shall use its reasonable  best efforts to prevent
the  issuance of any stop order and, if any stop order is issued,  to obtain the
lifting thereof at the earliest possible time.

     (g) Permit a single firm of counsel,  designated as Holders' counsel by the
Holders of a majority of the Registrable Securities included in the Registration
Statement,   to  review  the  Registration  Statement  and  all  amendments  and
supplements thereto within a reasonable period of time prior to each filing, and
shall not file any document in a form to which such counsel reasonably  objects,
provided such counsel shall provide such counsel's  comments or objection within
three (3) business days after receipt of any document.

                                       8
<PAGE>
     (h) As of the date the Registration  Statement is declared effective by the
Commission,  the Company shall have caused the Registrable Securities covered by
such Registration  Statement to be listed with all securities exchange(s) and/or
markets on which the Common  Stock is then  listed,  and  prepared and filed any
required filings with the National  Association of Securities  Dealers,  Inc. or
any exchange or market where the Common Stock is traded.

     (i) The  Company  shall  make  available  for  inspection  by the  Holders,
representative(s) of all the Holders together, any underwriter  participating in
any  disposition  pursuant  to a  Registration  Statement,  and any  attorney or
accountant  retained  by any  Holder or  underwriter,  all  financial  and other
records customary for purposes of the Holders' due diligence  examination of the
Company and all SEC Documents  filed  subsequent to the Closing Date,  pertinent
corporate  documents  and  properties  of the Company,  and cause the  Company's
officers, directors and employees to supply all information reasonably requested
by any such  representative,  underwriter,  attorney or accountant in connection
with such Registration Statement, provided that such parties agree to enter into
a Confidentiality  Agreement in the form and substance mutually agreeable to the
Company and the Investors.

     (j) The  term  "best  efforts"  as used in this  Agreement  shall  include,
without limitation, that the Company shall submit to the Commission, within five
(5)  business  days  after the  Company  learns  that no review of a  particular
Registration  Statement  will be made by the staff of the Commission or that the
staff has no further comments on the Registration Statement, as the case may be,
a request for acceleration of effectiveness of such Registration  Statement to a
time and date not later than 72 hours after the submission of such request.

     Section 4.2 EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with any registration,  qualification or compliance with registration
pursuant  to this  Section  4 shall  be borne by the  Company,  and all  Selling
Expenses of a Holder shall be borne by such Holder.

     Section 4.3 REGISTRATION  PERIOD. In the case of the registration  effected
by the Company pursuant to this Section 4, the Company will use its best efforts
to keep such  registration  effective  (the  "Effectiveness  Period")  until the
earlier to occur of (a) one year from the Closing Date, provided,  however, that
the period of time which such Registration Statement is required to be effective
shall be  increased  by the  number  of days that the  Registration  Statement's
effectiveness was suspended, if any, during the one year period from the Closing
Date,  (b) the  date on  which  all the  Holders  have  completed  the  sales or
distributions  of  the  Registrable  Securities  included  in  the  Registration
Statement or, (c) the date on which such  Registrable  Securities of all Holders
may be  sold  without  restriction  under  Rule  144(k)  promulgated  under  the
Securities Act (or any successor  thereto) in the reasonable  opinion of counsel
to the Company  (provided  that the  Company's  transfer  agent has  accepted an
instruction  from  the  Company  to such  effect  and  will  issue  certificates
representing such Registrable Securities without any legend endorsed thereon).

     Section 4.4 OBLIGATION OF HOLDER. It shall be a condition  precedent to the
obligations  of the  Company  to  complete  the  registration  pursuant  to this
Agreement with respect to Registrable Securities of the Holder that:

     (a) the Holder by such Holder's  acceptance of the  Registrable  Securities
agrees to cooperate  with the Company as reasonably  requested by the Company in
connection  with  the  preparation  and  filing  of any  Registration  Statement
hereunder, unless the Holder has notified the Company in writing of the Holder's
election  to  exclude  all of the  Holder's  Registrable  Securities  from  such
Registration Statement.

     (b) the Holder shall furnish to the Company such information  regarding the
Holder, the Registrable Securities held by the Holder and the intended method of
disposition  of the  Registrable  Securities  held by the  Holder  as  shall  be
reasonably  required to effect the registration of such  Registrable  Securities
and the Holder shall execute such documents as are customary in connection  with
such registration as the Company may reasonably request.

                                       9
<PAGE>
     Section 4.5 INDEMNIFICATION.


     (a) COMPANY INDEMNITY.  The Company will indemnify each Holder, each of its
officers,  directors  and  partners,  and each person  controlling  each Holder,
within  the  meaning  of  Section  15 of the  Securities  Act and the  rules and
regulations  thereunder  with respect to which  registration,  qualification  or
compliance has been effected  pursuant to this Agreement,  and each underwriter,
if any,  and each person who  controls,  within the meaning of Section 15 of the
Securities  Act and the  rules  and  regulations  thereunder,  any  underwriter,
against  all claims,  losses,  damages  and  liabilities  (or actions in respect
thereof)  arising out of or based on any untrue  statement  (or  alleged  untrue
statement) of a material fact contained in any prospectus,  offering circular or
other document (including any related  registration  statement,  notification or
the like) incident to any such  registration,  qualification  or compliance,  or
based on any omission (or alleged  omission)  to state  therein a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  or any violation by the Company of the  Securities Act or any state
securities law or in either case, any rule or regulation  thereunder  applicable
to the  Company and  relating  to action or inaction  required of the Company in
connection with any such  registration,  qualification  or compliance,  and will
reimburse each Holder,  each of its officers,  directors and partners,  and each
person  controlling  such  Holder,  each such  underwriter  and each  person who
controls any such underwriter,  for any legal and any other expenses  reasonably
incurred in connection with  investigating  and defending any such claim,  loss,
damage, liability or action, provided that the Company will not be liable in any
such case to a Holder to the extent that any such claim, loss, damage, liability
or expense  arises out of or is based on any untrue  statement or omission based
upon  written  information  furnished  to the  Company  by  such  Holder  or the
underwriter (if any) therefor and stated to be specifically for use therein. The
indemnity  agreement contained in this Section 4.5(a) shall not apply to amounts
paid in settlement of any such loss, claim, damage,  liability or action if such
settlement is effected  without the consent of the Company  (which  consent will
not be unreasonably withheld).

     (b) HOLDER  INDEMNITY.  Each Holder will,  severally  and not  jointly,  if
Registrable  Securities  held by it are included in the  securities  as to which
such registration,  qualification or compliance is being effected, indemnify the
Company, each of its directors,  officers,  partners,  and each underwriter,  if
any, of the Company's  securities covered by such registration  statement,  each
person who  controls  the  Company  or such  underwriter  within the  meaning of
Section 15 of the Securities Act and the rules and regulations thereunder,  each
other Holder (if any), and each of their directors,  officers and partners,  and
each person controlling such other Holder(s) against all claims, losses, damages
and liabilities (or actions in respect  thereof)  arising out of or based on any
untrue  statement (or alleged untrue  statement) of a material fact contained in
any  such  registration  statement,   prospectus,  offering  circular  or  other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated  therein or  necessary to make the  statement  therein not
misleading, in each case only insofar as such untrue statement or alleged untrue
statement or omission relates to such Holder, and will reimburse the Company and
such other Holder(s) and their directors, officers and partners, underwriters or
control  persons  for any legal or any other  expenses  reasonably  incurred  in
connection  with  investigating  and  defending  any such claim,  loss,  damage,
liability or action,  in each case to the extent,  but only to the extent,  that
such untrue  statement  (or alleged  untrue  statement)  or omission (or alleged
omission) is made in such registration statement,  prospectus, offering circular
or other  document in reliance upon and in conformity  with written  information
furnished  to the Company by such Holder and stated to be  specifically  for use
therein,  and  provided  that the maximum  amount for which such Holder shall be
liable under this indemnity  shall not exceed the net proceeds  received by such
Holder from the sale of the  Registrable  Securities.  The  indemnity  agreement
contained in this Section  4.5(b) shall not apply to amounts paid in  settlement
of any such  claims,  losses,  damages  or  liabilities  if such  settlement  is
effected  without  the  consent  of  such  Holder  (which  consent  will  not be
unreasonably withheld).

     (c) PROCEDURE.  Each party entitled to  indemnification  under this Article
(the  "Indemnified  Party")  shall give notice to the party  required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim in any
litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
Party,  who shall conduct the defense of such claim or any litigation  resulting
therefrom,  shall be approved by the Indemnified Party (whose approval shall not
be unreasonably  withheld),  and the  Indemnified  Party may participate in such
defense at such party's  expense,  and provided  further that the failure of any
Indemnified  Party to give  notice as  provided  herein  shall not  relieve  the
Indemnifying  Party of its  obligations  under this Article except to the extent
that the Indemnifying Party is materially and adversely affected by such failure
to provide notice.  No  Indemnifying  Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement  which does not include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party of a release  from all  liability in respect to such claim or

                                       10
<PAGE>
litigation.  Each  Indemnified  Party shall furnish such  information  regarding
itself or the claim in question as an Indemnifying  Party may reasonably request
in writing and as shall be reasonably required in connection with the defense of
such claim and litigation resulting therefrom.

     4.6 CONTRIBUTION.  If the indemnification  provided for in Section 4 herein
is  unavailable  to the  Indemnified  Parties in respect of any losses,  claims,
damages  or  liabilities  referred  to  herein  (other  than  by  reason  of the
exceptions  provided  therein),  then each such  Indemnifying  Party, in lieu of
indemnifying  such  Indemnified  Party,  shall  contribute to the amount paid or
payable by such Indemnified Party as a result of such losses, claims, damages or
liabilities  as between the Company on the one hand and any Holder on the other,
in such  proportion  as is  appropriate  to reflect  the  relative  fault of the
Company and of such Holder in connection  with the statements or omissions which
resulted in such losses,  claims,  damages or liabilities,  as well as any other
relevant equitable considerations.  The relative fault of the Company on the one
hand and of any Holder on the other shall be  determined  by reference to, among
other things,  whether the untrue or alleged untrue statement of a material fact
or omission or alleged  omission to state a material fact relates to information
supplied by the Company or by such Holder.

     In no event shall the  obligation of any  Indemnifying  Party to contribute
under this Section 4.6 exceed the amount that such Indemnifying Party would have
been obligated to pay by way of indemnification if the indemnification  provided
for  under  Section  4.5(a)  or  4.5(b)  hereof  had been  available  under  the
circumstances.

     The Company and the Holders  agree that it would not be just and  equitable
if  contribution  pursuant  to this  Section  4.6  were  determined  by PRO RATA
allocation (even if the Holders or the  underwriters  were treated as one entity
for such  purpose)  or by any other  method of  allocation  which  does not take
account of the equitable considerations referred to in the immediately preceding
paragraphs.  The amount paid or payable by an  Indemnified  Party as a result of
the losses,  claims,  damages  and  liabilities  referred to in the  immediately
preceding paragraphs shall be deemed to include,  subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such Indemnified
Party in connection  with  investigating  or defending any such action or claim.
Notwithstanding  the provisions of this section,  no Holder or underwriter shall
be required to contribute any amount in excess of the an amount which equals (i)
in the case of any  Holder,  the net  proceeds  received by such Holder from the
sale  of  Registrable  Securities  or (ii) in the  case of an  underwriter,  the
underwriting discount applicable to the securities purchased by the underwriter.
No person guilty of fraudulent  misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any person
who was not guilty of such fraudulent misrepresentation.

                                    ARTICLE V

                                   CONDITIONS

     Section 5.1 CONDITIONS  PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE
AND SELL THE  SECURITIES.  The obligation  hereunder of the Company to issue and
sell  the  Common  Stock  and  Warrants  to  the  Investors  is  subject  to the
satisfaction, at or before the Closing Date, of each of the conditions set forth
below.  These conditions are for the Company's sole benefit and may be waived by
the Company at any time in its sole discretion.

     (a)  ACCURACY  OF  THE  INVESTORS'   REPRESENTATIONS  AND  WARRANTIES.  The
representations and warranties of each Investor shall be true and correct in all
material  respects as of the date when made and as of the Closing Date as though
made at that time (except for  representations and warranties that speak as of a
particular date).

     (b)  PERFORMANCE BY THE  INVESTORS.  Each Investor shall have performed all
agreements  and  satisfied  all  conditions  required  hereby to be performed or
satisfied by such Investor at or prior to the Closing Date.

     (c) NO INJUNCTION.  No statute, rule, regulation,  executive order, decree,
ruling or injunction shall have been enacted,  entered,  promulgated or endorsed
by any court or governmental authority of competent jurisdiction which prohibits
the consummation of any of the transactions contemplated by this Agreement.

                                       11
<PAGE>
     (d) EXECUTION OF AGREEMENT. The Company shall have signified its acceptance
of the  Investors  subscription  to purchase the  Securities  by executing  this
Agreement.

     Section 5.2  CONDITIONS  PRECEDENT TO THE  OBLIGATION  OF THE  INVESTORS TO
PURCHASE THE STOCK AND THE WARRANTS.  The obligation  hereunder of each Investor
to  acquire  and pay  for the  Common  Stock  and  Warrants  is  subject  to the
satisfaction, at or before the Closing Date, of each of the conditions set forth
below.  These  conditions are for each Investor's sole benefit and may be waived
by each Investor at any time in its sole discretion.

     (a)  ACCURACY  OF  THE  COMPANY'S   REPRESENTATIONS  AND  WARRANTIES.   The
representation  and  warranties  of the Company shall be true and correct in all
material  respects as of the date when made and as of the Closing Date as though
made at that time (except for  representations and warranties that speak as of a
particular date).

     (b)  PERFORMANCE  BY THE  COMPANY.  The Company  shall have  performed  all
agreements and satisfied all conditions required to be performed or satisfied by
the Company at or prior to the Closing Date.

     (c)  NASDAQ.  From the date  hereof to the  Closing  Date,  trading  in the
Company's Common Stock shall not have been suspended by the Commission or Nasdaq
and trading in securities  generally as reported by Nasdaq,  shall not have been
suspended or limited, and the Common Stock shall not have been delisted from any
exchange or market where they are currently listed.

     (d) NO INJUNCTION.  No statute, rule, regulation,  executive order, decree,
ruling or injunction shall have been enacted,  entered,  promulgated or endorsed
by any court or governmental authority or competent jurisdiction which prohibits
the consummation of any of the transactions contemplated by this Agreement.

     (e) MINIMUM  SUBSCRIPTION.  An aggregate of  $5,266,250 of shares of Common
Stock shall have been purchased by the Investors pursuant to this Agreement.

     (f)  SECRETARY'S  CERTIFICATE.  The  Company  shall have  delivered  to the
Investors a certificate  in form and substance  reasonably  satisfactory  to the
Investors,  executed by the  Secretary  of the Company on behalf of the Company,
certifying  as to the  satisfaction  of all closing  conditions,  incumbency  of
signing officers, charter, By-Laws, good standing and authorizing resolutions of
the Company.

                                   ARTICLE VI

                                LEGEND AND STOCK

     Section 6.1. LEGEND AND STOCK.  Each  certificate  representing  the Common
Stock,  the  Warrants  and the  Warrant  Shares  shall be stamped  or  otherwise
imprinted with a legend substantially in the following form:

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS.
THE  SECURITIES  MAY NOT BE  OFFERED,  SOLD,  PLEDGED,  HYPOTHECATED,  ASSIGNED,
TRANSFERRED  OR  OTHERWISE  DISPOSED OF EXCEPT (I)  PURSUANT  TO A  REGISTRATION
STATEMENT  UNDER THE  SECURITIES  ACT WHICH HAS BECOME  EFFECTIVE AND IS CURRENT
WITH RESPECT TO THESE  SECURITIES OR (II) PURSUANT TO A SPECIFIC  EXEMPTION FROM
REGISTRATION  UNDER THE  SECURITIES  ACT,  BUT ONLY UPON A HOLDER  HEREOF  FIRST
HAVING OBTAINED THE WRITTEN  OPINION OF COUNSEL OF THE ISSUER,  OR OTHER COUNSEL
REASONABLY ACCEPTABLE TO THE ISSUER, THAT THE PROPOSED DISPOSITION IS CONSISTENT
WITH ALL  APPLICABLE  PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE
"BLUE SKY" OR SIMILAR SECURITIES LAW.

                                       12
<PAGE>
                                   ARTICLE VII

                                   TERMINATION

     Section 7.1 TERMINATION BY MUTUAL CONSENT. This Agreement may be terminated
at any time  prior to the  Closing  Date by the  mutual  written  consent of the
Company and the Investors.

     Section 7.2 OTHER  TERMINATION.  This Agreement may be terminated by action
of the Board of Directors of the Company or by any of the  Investors at any time
if the Closing Date shall not have been  consummated  by the third  business day
following the date of this Agreement.

                                  ARTICLE VIII

                                  MISCELLANEOUS

     Section 8.1 STAMP TAXES;  AGENT FEES.  The Company  shall pay all stamp and
other  taxes and duties  levied in  connection  with the  issuance of the Common
Stock and the  Warrants  pursuant  hereto and the  Warrant  Shares  issued  upon
exercise of the Warrants.

     Section 8.2 SPECIFIC ENFORCEMENT; CONSENT TO JURISDICTION.

     (a) The Company and the Investors  acknowledge  and agree that  irreparable
damage  would occur in the event that any of the  provisions  of this  Agreement
were not performed in accordance  with their  specific  terms or were  otherwise
breached.  It is  accordingly  agreed that the  parties  shall be entitled to an
injunction or  injunctions to prevent or cure breaches of the provisions of this
Agreement and to enforce  specifically  the terms and  provisions  hereof,  this
being in  addition  to any other  remedy to which any of them may be entitled by
law or equity.

     (b) The Company and each of the Investors (i) hereby irrevocably submits to
the exclusive  jurisdiction  of the United States  District  Court,  the Arizona
State courts and other courts of the United States  sitting in Maricopa  County,
Arizona for the  purposes of any suit,  action or  proceeding  arising out of or
relating to this Agreement and (ii) hereby  waives,  and agrees not to assert in
any such suit, action or proceeding, any claim that it is not personally subject
to the  jurisdiction  of such  court,  that the suit,  action or  proceeding  is
brought  in an  inconvenient  forum or that the  venue of the  suit,  action  or
proceeding  is  improper.  The  Company  and each of the  Investors  consents to
process  being served in any such suit,  action or  proceeding by mailing a copy
thereof  to such party at the  address  in effect  for  notices to it under this
Agreement  and agrees that such service  shall  constitute  good and  sufficient
service of process and notice thereof. Nothing in this paragraph shall affect or
limit any right to serve process in any other manner permitted by law.

     Section 8.3 ENTIRE AGREEMENT;  AMENDMENT.  This Agreement together with the
agreements and documents  executed in connection  herewith,  contains the entire
understanding  of the parties  with respect to the matters  covered  hereby and,
except as  specifically  set forth herein,  neither the Company nor any Investor
makes any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be waived or amended other than by a
written  instrument  signed by the party  against whom  enforcement  of any such
amendment or waiver is sought.

     Section 8.4 NOTICES. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this  Agreement  must be in
writing  and will be deemed  to have  been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending party); or (iii) one business day after deposit with
a  nationally  recognized  overnight  delivery  service,  in each case  properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

                                       13
<PAGE>
         to the Company:            Amtech Systems, Inc.
                                    131 South Clark Drive
                                    Tempe, Arizona  85281
                                    Telephone: (480) 967-5146
                                    Facsimile: (480) 968-3763
                                    E-Mail: rthass@amtechsystems.com
                                    Attn: Robert T. Hass
                                          Vice President and Chief Financial
                                          Officer

         with copies to:            Squire, Sanders & Dempsey L.L.P.
                                    Two Renaissance Square
                                    40 North Central Avenue, Suite 2700
                                    Phoenix, Arizona  85004-4498
                                    Telephone: (602) 528-4134
                                    Facsimile: (602) 253-8129
                                    E-Mail: ghall@ssd.com
                                    Attn: Gregory R. Hall, Esq.

         to the Investors:          To each Investor and its representative at
                                    the addresses set forth on SCHEDULE I of
                                    this Agreement.

Any party  hereto may from time to time change its address for notices by giving
at least 5 days  written  notice of such  changed  address to the other  parties
hereto.  Written  confirmation  of receipt  (A) given by the  recipient  of such
notice,   consent,   waiver  or  other   communication,   (B)   mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission  or (C)  provided by a  nationally  recognized  overnight  delivery
service shall be rebuttable  evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above.

     Section 8.5 INDEMNITY.  Each party shall indemnify each other party against
any loss, cost or damages  (including  reasonable  attorney's fees but excluding
consequential  damages)  incurred  as a result  of such  parties'  breach of any
representation, warranty, covenant or agreement in this Agreement.

     Section 8.6 WAIVERS.  No waiver by any party of any default with respect to
any provision,  condition or requirement of this Agreement shall be deemed to be
a continuing waiver in the future or a waiver of any other provision,  condition
or requirement  hereof, nor shall any delay or omission of any party to exercise
any right hereunder in any manner impair the exercise of any such right accruing
to it thereafter.

     Section 8.7 HEADINGS.  The headings herein are for convenience only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

     Section 8.8 SUCCESSORS AND ASSIGNS.  Except as otherwise  provided  herein,
this Agreement shall be binding upon and inure to the benefit of the parties and
their  successors  and  permitted  assigns.  The  parties  hereto may amend this
Agreement  without notice to or the consent of any third party.  The Company may
not assign this  Agreement or any rights or  obligations  hereunder  without the
prior written  consent of all Investors  (which  consent may be withheld for any
reason in their sole  discretion),  except  that the  Company  may  assign  this
Agreement in connection with a merger,  consolidation,  business  combination or
the sale of all or substantially  all of its assets provided that the Company is
not released from any of its obligations  hereunder,  such successor in interest
or assignee  assumes all obligations of the Company  hereunder,  and appropriate
adjustment of the  provisions  contained in this  Agreement is made, in form and
substance satisfactory to the Investors, to place the Investors in substantially
the same position as they would have been but for such assignment.  Any Investor
may assign  this  Agreement  (in whole or in part) or any rights or  obligations
hereunder  with  the  consent  of the  Company  in  connection  with any sale or
transfer of all or any portion of the Securities held by such Investor.

     Section 8.9 NO THIRD PARTY  BENEFICIARIES.  This  Agreement is intended for
the benefit of the parties hereto and their respective  permitted successors and
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other person.

                                       14
<PAGE>
     Section  8.10  GOVERNING  LAW.  This  Agreement  shall be  governed  by and
construed  and enforced in  accordance  with the  internal  laws of the State of
Arizona without regard to such state's principles of conflict of laws.

     Section  8.11  SURVIVAL.   The   representations  and  warranties  and  the
agreements and covenants of the Company and each Investor contained herein shall
survive the Closing.

     Section  8.12  EXECUTION.  This  Agreement  may be  executed in two or more
counterparts,  all of which shall be considered one and the same  agreement,  it
being understood that all parties need not sign the same counterpart.

     Section 8.13 PUBLICITY.  The Company agrees that it will not disclose,  and
will not include in any public  announcement,  the name of any Investor  without
its consent,  unless and until such  disclosure is required by law or applicable
regulation, and then only to the extent of such requirement.

     Section  8.14  SEVERABILITY.  The  parties  acknowledge  and agree that the
Investors  are not  agents,  affiliates  or  partners  of each  other,  that all
representations, warranties, covenants and agreements of the Investors hereunder
are several and not joint,  that no Investor  shall have any  responsibility  or
liability for the representations,  warrants,  agreements,  acts or omissions of
any other Investor,  and that any rights granted to "Investors"  hereunder shall
be enforceable by each Investor hereunder.

     Section 8.15 LIKE TREATMENT OF HOLDERS.  Neither the Company nor any of its
affiliates  shall,  directly  or  indirectly,  pay  or  cause  to  be  paid  any
consideration,  whether by way of interest,  fee,  payment for the redemption or
exchange of Securities, or otherwise, to any holder of Securities,  for or as an
inducement to, or in connection with the solicitation of, any consent, waiver or
amendment of any terms or provisions of the Securities or this Agreement, unless
such  consideration is required to be paid to all holders of Securities bound by
such consent,  waiver or amendment whether or not such holders so consent, waive
or agree to amend and whether or not such holders  tender their  Securities  for
redemption or exchange.  The Company shall not,  directly or indirectly,  redeem
any  Securities  unless such offer of redemption is made pro rata to all holders
of Securities on identical terms.

     Section  8.16  COMPANY  ACKNOWLEDGEMENT.  Anything  in  this  Agreement  or
elsewhere herein to the contrary notwithstanding, it is understood and agreed by
the Company (1) that the undersigned  Investor has not been asked to agree,  nor
has he  agreed,  to desist  from  purchasing  or  selling,  long  and/or  short,
securities issued by the Company, or "derivative" securities based on securities
issued by, the Company or to hold the Securities  purchased from the Company for
any specified term; (2) that past or future open market or other transactions by
Investor, including short sales, and specifically including, without limitation,
short sales or "derivative" transactions, before or after the closing of this or
future private placement transactions, may negatively impact the market price of
the Company's publicly-traded securities; (3) that Investor, and counter parties
in  "derivative"  transactions  to  which  Investor  is  a  party,  directly  or
indirectly,  presently have a "short" position in the Common Stock, and (4) that
Investor  shall not be deemed to have any  affiliation  with or control over any
arm's length counter-party in any "derivative" transaction."

                                       15
<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the date first above written.

                                        AMTECH SYSTEMS, INC.


                                        By:
                                           -------------------------------------
                                        Name: Robert T. Hass
                                        Title: Vice President and Chief
                                               Financial Officer



                                        INVESTOR:


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

Exact Name in Which Securities Should
be registered:  _______________________________
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.9
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>FORM OF COMMON STOCK PURCHASE WARRANT
<TEXT>

THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO THE ISSUER THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.

                              AMTECH SYSTEMS, INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: W__            Number of Shares:_______
Date of Issuance: September 8, 2000

Amtech Systems,  Inc., an Arizona corporation (the "Company"),  hereby certifies
that, for good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged,  _____________________.,  the registered holder hereof,
or its  permitted  assigns (a "holder"),  is entitled,  subject to the terms set
forth below, to purchase from the Company upon surrender of this Warrant, at any
time or times on or after  the date  hereof,  but,  as to any  specific  Warrant
Shares (as defined below),  not after 11:59 P.M.  Eastern Time on the applicable
Expiration Date (as defined herein),  up to _______fully  paid and nonassessable
shares of Common Stock (as defined herein) of the Company (the "Warrant Shares")
at the purchase price per share provided below.

     1. DEFINITIONS.

     (a) DEFINED  TERMS.  The following  words and terms as used in this Warrant
shall have the following meanings:

          (i) "Business Day" means any day other than Saturday,  Sunday or other
     day on which  commercial  banks in the City of New York are  authorized  or
     required by law to remain closed.

          (ii) "Closing Bid Price" means,  for any security as of any date,  the
     last  closing  bid  price for such  security  on the  principal  securities
     exchange  or trading  market  where such  security is listed or traded (the
     "Principal   Market')   as   reported  by   Bloomberg   Financial   Markets
     ("Bloomberg"),  or if the  foregoing  does not apply,  the last closing bid
     price of such  security in the  over-the-counter  market on the  electronic
     bulletin  board for such  security  as  reported  by  Bloomberg,  or, if no
     closing bid price is reported  for such  security  by  Bloomberg,  the last
     closing trade price for such  security as reported by Bloomberg,  or, if no
     last closing trade price is reported for such  security by  Bloomberg,  the
     average  of the bid  prices  of any  market  makers  for such  security  as
     reported in the "pink sheets" by the National Quotation Bureau, Inc. If the
     Closing Bid Price cannot be  calculated  for such  security on such date on
     any of the foregoing  bases, the Closing Bid Price of such security on such
     date shall be the fair market value as mutually  determined  by the Company
     and  the  holder  of  this  Warrant.  All  such  determinations  are  to be
     appropriately adjusted for any stock dividend, stock split or other similar
     transaction during such period.

          (iii) "Closing Sale Price" means, for any security as of any date, the
     last  closing  trade  price for such  security on the  Principal  Market as
     reported by Bloomberg, or if the foregoing does not apply, the last closing
     trade  price  of  such  security  in  the  over-the-counter  market  on the
     electronic  bulletin board for such security as reported by Bloomberg,  or,
     if no last closing  trade price is reported for such security by Bloomberg,
     the last closing ask price of such security as reported by  Bloomberg,  or,
     if no last  closing ask price is reported for such  security by  Bloomberg,
     the  average  of the  lowest  ask price and  lowest bid price of any market
<PAGE>
     makers for such  security as reported in the "pink  sheets" by the National
     Quotation  Bureau,  Inc. If the Closing Sale Price cannot be calculated for
     such security on such date on any of the foregoing  bases, the Closing Sale
     Price of such  security  on such  date  shall be the fair  market  value as
     mutually  determined by the Company and the holder of this Warrant.  If the
     Company  and the holder of this  Warrant  are unable to agree upon the fair
     market value of the Common  Stock,  then such dispute  shall be resolved by
     the term  "Market  Price"  being  substituted  for the term  "Closing  Sale
     Price." All such  determinations  are to be appropriately  adjusted for any
     stock  dividend,  stock  split or other  similar  transaction  during  such
     period.

          (iv) "Common  Stock" means (i) the Company's  common stock,  par value
     $.01 per share,  and (ii) any capital  stock into which such  Common  Stock
     shall  have  been   changed  or  any  capital   stock   resulting   from  a
     reclassification  of such Common  Stock;  provided,  however,  that, at the
     Company's  option,  the Company may substitute for any Warrant Shares to be
     issued  hereunder  a class  or  series  of  capital  stock  which is in all
     respects the same as the Common Stock,  except that shares of such class or
     series may have no or limited voting rights, in which event the term Common
     Stock will include such class or series for all purposes hereunder.

          (v)  "Expiration  Date" means the fifth  anniversary  of the  Issuance
     Date; provided,  however,  that if any such Expiration Date would otherwise
     fall on a  Saturday,  Sunday or other day on which  banks are  required  or
     authorized to be closed in the City of New York or the State of New York or
     on which trading does not take place on the Principal Market (a "Holiday"),
     such Expiration Date shall be the next date that is not a Holiday.

          (vi) "Issuance  Date" means the date of issuance of this Warrant first
     referenced above.

          (vii) "Market Price" means,  with respect to any security for any date
     of  determination,  that price which  shall be  computed as the  arithmetic
     average of the Closing Bid Prices for such security on each of the five (5)
     consecutive  trading days immediately  preceding such date of determination
     (all  such  determinations  to be  appropriately  adjusted  for  any  stock
     dividend, stock split or similar transaction during the pricing period).

          (viii) "Person" means an individual,  a limited liability  company,  a
     partnership,  a joint venture,  a corporation,  a trust, an  unincorporated
     organization and a government or any department or agency thereof.

          (ix) "Securities Act" means the Securities Act of 1933, as amended.

          (x) "Warrant"  means this Warrant and all warrants issued in exchange,
     transfer or replacement thereof.

          (xi) "Warrant Exercise Price" shall be $15.12.

     (b) OTHER DEFINITIONAL  PROVISIONS.  Except as otherwise  specified herein,
all  references  herein  (A) to the  Company  shall be  deemed  to  include  the
Company's  successors  and (B) to any  applicable  law  defined or  referred  to
herein,  shall be deemed  references to such applicable law as the same may have
been or may be  amended  or  supplemented  from time to time.  When used in this
Warrant,  the words "herein,"  "hereof," and  "hereunder,"  and words of similar
import,  shall refer to this Warrant as a whole and not to any provision of this
Warrant,  and the words  "Section,"  "Schedule,"  and  "Exhibit"  shall refer to
Sections  of, and  Schedules  and Exhibits  to, this  Warrant  unless  otherwise
specified.  Whenever the context so  requires,  the neuter  gender  includes the
masculine or feminine,  and the singular  number  includes the plural,  and vice
versa.

     2. EXERCISE OF WARRANT.

     (a)  Subject  to the terms  and  conditions  hereof,  this  Warrant  may be
exercised  as to any  Warrant  Shares  with  respect  to  which  the  applicable
Expiration Date has not passed by the holder hereof then registered on the books
of the Company, in whole or in part, at any time on any Business Day on or after
the opening of business on the date hereof and prior to 11:59 P.M.  Eastern Time

                                       2
<PAGE>
on the applicable  Expiration Date by (i) delivery of a written  notice,  in the
form of the  subscription  notice  attached as EXHIBIT A hereto  (the  "Exercise
Notice"), of such holder's election to exercise this Warrant, which notice shall
specify the number of Warrant  Shares to be  purchased;  (ii) (A) payment to the
Company of an amount  equal to the  Warrant  Exercise  Price  multiplied  by the
number of  Warrant  Shares as to which  this  Warrant  is being  exercised  (the
"Aggregate Exercise Price") in cash, certified or bank funds or wire transfer of
immediately  available  funds or (B)  notifying the Company that this Warrant is
being  exercised  pursuant to a Cashless  Exercise (as defined in Section 2(d));
and  (iii)  the  surrender  of this  Warrant  (or a Lost  Warrant  Affidavit  in
substantially  the form annexed hereto as EXHIBIT B with respect to this Warrant
in the case of its loss, theft or destruction) to the Company; provided, that if
such  Warrant  Shares  are to be  issued  in any  name  other  than  that of the
registered holder of this Warrant,  such issuance shall be deemed a transfer and
the provisions of Section 8 shall be applicable. In the event of any exercise of
the rights represented by this Warrant in compliance with this Section 2(a), the
Company  shall not later than the seventh  Business  Day  following  the date of
receipt of the Exercise  Notice,  the Aggregate  Exercise  Price (or notice of a
Cashless   Exercise)   and  this  Warrant  (or  a  Lost  Warrant   Affidavit  in
substantially  the form annexed hereto as EXHIBIT B with respect to this Warrant
in the  case  of  its  loss,  theft  or  destruction)  (the  "Exercise  Delivery
Documents"),  deliver  to the  address  specified  in  the  Exercise  Notice,  a
certificate,  registered  in the name of the holder (or its  designee),  for the
number  of  Warrant  Shares  to which  the  holder  (or its  designee)  shall be
entitled.  Upon  delivery of the Exercise  Notice and Aggregate  Exercise  Price
referred to above or notification to the Company of a Cashless Exercise referred
to in Section 2(d), the holder of this Warrant (or its designee) shall be deemed
for all  corporate  purposes  to have become the holder of record of the Warrant
Shares with respect to which this Warrant has been  exercised,  irrespective  of
the date of delivery of the certificates evidencing such Warrant Shares.

     (b) Unless the rights  represented  by this  Warrant  shall have expired or
shall have been fully  exercised,  the Company shall, as soon as practicable and
in no event later than seven (7)  Business  Days after  delivery of the Exercise
Delivery Documents and at its own expense,  issue a new Warrant identical in all
respects to this Warrant  exercised except it shall represent rights to purchase
the number of Warrant  Shares  purchasable  immediately  prior to such  exercise
under this Warrant exercised,  less the number of Warrant Shares with respect to
which such Warrant is exercised.

     (c) No fractional shares of Common Stock are to be issued upon the exercise
of this  Warrant,  but rather the number of shares of Common  Stock  issued upon
exercise of this Warrant shall be rounded up to the nearest whole number.

     (d) The Holder of this Warrant may, in its sole  discretion,  exercise this
Warrant in whole or in part and,  in lieu of making the cash  payment  otherwise
contemplated  to be made to the  Company  upon such  exercise  in payment of the
Aggregate  Exercise Price,  elect instead to receive upon such exercise the "Net
Number" of shares of Common Stock determined  according to the following formula
(a "Cashless Exercise"):

                  Net Number = (A X B) - (A X C)
                               -----------------
                                            B

     For purposes of the foregoing formula:

            A = the total number of shares with respect to which this
                Warrant is then being exercised.

            B = the Market Price as of the date of the Exercise Notice.

            C = the Warrant Exercise Price then in effect for the
                applicable Warrant Shares at the time of such exercise.

     3.  (a)   ADJUSTMENT   FOR   DIVIDENDS   IN  OTHER   STOCK  AND   PROPERTY;
RECLASSIFICATIONS.  In case at any time or from time to time the  holders of the
Common Stock (or any shares of stock or other  securities at the time receivable
upon the  exercise of this  Warrant)  shall have  received,  or, on or after the
record date fixed for the  determination  of eligible  shareholders,  shall have
become entitled to receive, without payment therefor,

                                       3
<PAGE>
          (1) other or additional  stock or other  securities or property (other
     than cash) by way of dividend,

          (2) any cash or other property paid or payable out of any source other
     than retained  earnings  (determined in accordance with generally  accepted
     accounting principles), or

          (3)  other  or  additional  stock  or  other  securities  or  property
     (including  cash)  by  way  of  stock-split,  spin-off,   reclassification,
     combination of shares or similar corporate rearrangement,

(other  than (x) shares of Common  Stock or any other stock or  securities  into
which such  Common  Stock shall have been  exchanged,  or (y) any other stock or
securities  convertible into or exchangeable for such Common Stock or such other
stock or  securities),  then and in each such case a holder,  upon the  exercise
hereof as  provided  in Section 2, shall be  entitled  to receive  the amount of
stock and other securities and property (including cash in the cases referred to
in clauses (2) and (3) above)  which such holder  would hold on the date of such
exercise  if on the  Issuance  Date such holder had been the holder of record of
the number of shares of Common Stock called for on the face of this Warrant, and
had  thereafter,  during the period from the Issuance  Date to and including the
date of such exercise, retained such shares and/or all other or additional stock
and other  securities and property  (including  cash in the cases referred to in
clause (2) and (3) above)  receivable  by it as  aforesaid  during such  period,
giving effect to all adjustments  called for during such period by Sections 3(a)
and 3(b).

     (b) ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION AND MERGER. In case of any
reorganization  of the  Company  (or any  other  corporation  the stock or other
securities of which are at the time  receivable on the exercise of this Warrant)
or  reclassification  of its securities  after the Issuance Date, or the Company
(or any such other  corporation)  shall  consolidate  with or merge into another
corporation or entity or convey or exchange all or substantially  all its assets
to another  corporation or entity, then and in each such case the holder of this
Warrant, upon the exercise hereof as provided in Section 2 at any time after the
consummation of such reorganization,  reclassification,  consolidation,  merger,
conveyance  or exchange,  shall be entitled to receive,  in lieu of the stock or
other securities and property receivable upon the exercise of this Warrant prior
to such  consummation,  the stock or other  securities or property to which such
holder  would  have been  entitled  upon such  consummation  if such  holder had
exercised  this  Warrant  immediately  prior  thereto,  all  subject  to further
adjustment  as provided in Sections  3(a),  (b), (c) and (d); in each such case,
the terms of this Warrant  shall be  applicable  to the shares of stock or other
securities or property  receivable  upon the exercise of this Warrant after such
consummation.

     (c) ADJUSTMENT FOR CERTAIN DIVIDENDS AND  DISTRIBUTIONS.  If the Company at
any  time  or  from  time  to  time  makes,  or  fixes  a  record  date  for the
determination  of  holders  of  Common  Stock  (or any  shares of stock or other
securities at the time receivable upon the exercise of this Warrant) entitled to
receive,  a dividend or other  distribution  payable in additional shares of (x)
Common Stock or any other stock or securities into which such Common Stock shall
have been exchanged,  or (y) any other stock or securities  convertible  into or
exchangeable  for such Common Stock or such other stock or securities,  then and
in each such event

          (1) the Warrant Exercise Price then in effect shall be decreased as of
the time of the issuance of such additional  shares or, in the event such record
date is fixed,  as of the close of business on such record date, by  multiplying
the Warrant  Exercise  Price then in effect by a fraction  (A) the  numerator of
which is the total  number of shares of  Common  Stock  issued  and  outstanding
immediately  prior to the time of such issuance or the close of business on such
record  date,  and (B) the  denominator  of which  shall be the total  number of
shares of Common Stock issued and outstanding  immediately  prior to the time of
such  issuance  or the close of business on such record date as the case may be,
plus the number of shares of Common Stock  issuable in payment of such  dividend
or distribution;  PROVIDED,  HOWEVER, that if such record date is fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Warrant Exercise Price shall be recomputed accordingly as of
the close of business on such record date, and  thereafter the Warrant  Exercise
Price shall be adjusted  pursuant to this  Section 3(c) as of the time of actual
payment of such dividends or distributions; and

          (2) the number of shares of Common Stock  theretofore  receivable upon
the exercise of this Warrant shall be increased, as of the time of such issuance
or, in the event such record date is fixed,  as of the close of business on such
record  date,  in inverse  proportion  to the  decrease in the Warrant  Exercise
Price.

                                       4
<PAGE>
     (d) STOCK SPLIT AND REVERSE STOCK SPLIT. If the Company at any time or from
time to time  effects a stock split or  subdivision  of the  outstanding  Common
Stock, the Warrant Exercise Price then in effect  immediately  before that stock
split or subdivision shall be proportionately decreased and the number of shares
of Common Stock  theretofore  receivable upon the exercise of this Warrant shall
be  proportionately  increased.  If the Company at any time or from time to time
effects a reverse stock split or combines the outstanding shares of Common Stock
into a smaller  number of  shares,  the  Warrant  Exercise  Price then in effect
immediately   before  that  reverse   stock  split  or   combination   shall  be
proportionately  increased and the number of shares of Common Stock  theretofore
receivable upon the exercise of this Warrant shall be proportionately decreased.
Each adjustment  under this Section 3(d) shall become  effective at the close of
business  on the date the  stock  split,  subdivision,  reverse  stock  split or
combination becomes effective.

     4. COVENANTS AS TO COMMON STOCK. The Company hereby covenants and agrees as
follows:

     (a) This  Warrant  is,  and any  Warrants  issued  in  substitution  for or
replacement  of this Warrant will upon issuance be, duly  authorized and validly
issued.

     (b) All Warrant  Shares which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance,  be validly issued,  fully paid
and nonassessable and free from all taxes, liens and charges with respect to the
issuance thereof.

     (c) During the period within which the rights  represented  by this Warrant
may be exercised,  the Company will at all times have authorized and reserved at
least 100% of the  number of shares of Common  Stock  needed to provide  for the
exercise of the rights  then  represented  by this  Warrant and the par value of
said  shares will at all times be less than or equal to the  applicable  Warrant
Exercise Price.

     (d) The  Company  shall  secure the  listing of the shares of Common  Stock
issuable upon exercise of this Warrant upon each national securities exchange or
automated  quotation  system, if any, upon which shares of Common Stock are then
listed within the time required by such exchange or quotation system's rules and
regulations  and shall  maintain,  so long as any other  shares of Common  Stock
shall be so listed, such listing of all shares of Common Stock from time to time
issuable  upon the exercise of this  Warrant;  and the Company  shall so list on
each national  securities exchange or automated quotation system within the time
required by such exchange or quotation  system's rules and  regulations,  as the
case may be, and shall  maintain  such  listing of, any other  shares of capital
stock of the Company  issuable  upon the exercise of this Warrant if and so long
as any  shares of the same  class  shall be listed on such  national  securities
exchange or automated quotation system.

     (e) The Company will not, by amendment of its Certificate of  Incorporation
or  through  any  reorganization,  transfer  of assets,  consolidation,  merger,
dissolution,  issue or sale of securities,  or any other voluntary action, avoid
or seek to  avoid  the  observance  or  performance  of any of the  terms  to be
observed  or  performed  by it  hereunder,  but will at all times in good  faith
assist in the  carrying  out of all the  provisions  of this  Warrant and in the
taking of all such action as may  reasonably  be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other  impairment,  consistent with the tenor and purpose of
this Warrant.  Without limiting the generality of the foregoing, the Company (i)
will not increase the par value of any shares of Common  Stock  receivable  upon
the exercise of this Warrant  above the Warrant  Exercise  Price then in effect,
and (ii) will take all such actions as may be necessary or  appropriate in order
that the Company may  validly  and  legally  issue fully paid and  nonassessable
shares of Common Stock upon the exercise of this Warrant.

     (f) This Warrant will be binding upon any entity  succeeding to the Company
by  merger,   consolidation   or  acquisition  of  all  or   consolidations   or
acquisitions.

     5. TAXES. The Company shall pay any and all taxes which may be payable with
respect to the  issuance and  delivery of Warrant  Shares upon  exercise of this
Warrant;  provided,  however,  that the Company shall not be required to pay any
tax that may be  payable in respect  of any  transfer  involved  in the issue or
delivery of Common  Stock or other  securities  or property in a name other than
that of the  registered  holders of this Warrant to be converted and such holder
shall pay such amount, if any, to cover any applicable transfer or similar tax.

                                       5
<PAGE>
     6.  WARRANT   HOLDER  NOT  DEEMED  A   STOCKHOLDER.   Except  as  otherwise
specifically  provided  herein,  no holder of this Warrant,  solely by virtue of
such  holding,  shall be entitled to vote or receive  dividends or be deemed the
holder of shares of the Company for any purpose, nor shall anything contained in
this Warrant be construed to confer upon the holder hereof,  as such, any of the
rights of a  stockholder  of the Company or any right to vote,  give or withhold
consent  to any  corporate  action  (whether a  reorganization,  issue of stock,
reclassification  of stock,  consolidation,  merger,  conveyance or  otherwise),
receive  notice of  meetings,  receive  dividends  or  subscription  rights,  or
otherwise,  prior to the  issuance to the holder of this  Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of this
Warrant.  In addition,  nothing  contained in this Warrant shall be construed as
imposing  any  liabilities  on such  holder to  purchase  any  securities  (upon
exercise of this  Warrant or  otherwise)  or as a  stockholder  of the  Company,
whether  such  liabilities  are  asserted by the Company or by  creditors of the
Company.  Notwithstanding this Section 6, the Company will provide the holder of
this Warrant with copies of the same notices and other  information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.

     7. REPRESENTATIONS OF HOLDER. The holder of this Warrant, by the acceptance
hereof,  represents that it is acquiring this Warrant and the Warrant Shares for
its own account for investment  only and not with a view towards,  or for resale
in  connection  with,  the public sale or  distribution  of this  Warrant or the
Warrant  Shares,  except  pursuant to sales  registered  or  exempted  under the
Securities Act; provided,  however,  that by making the representations  herein,
the holder does not agree to hold this Warrant or any of the Warrant  Shares for
any minimum or other  specific  term and  reserves  the right to dispose of this
Warrant and the Warrant  Shares at any time in accordance  with or pursuant to a
registration  statement or an exemption  under the Securities Act. The holder of
this Warrant further  represents,  by acceptance hereof,  that, as of this date,
such  holder  is an  "accredited  investor"  as  such  term is  defined  in Rule
501(a)(1) of Regulation D promulgated by the Securities and Exchange  Commission
under the Securities Act (an "Accredited Investor").

     8. OWNERSHIP AND TRANSFER.

     (a) The Company shall maintain at its principal  executive offices (or such
other  office or  agency of the  Company  as it may  designate  by notice to the
holder hereof),  a register for this Warrant,  in which the Company shall record
the name and address of the person in whose name this  Warrant has been  issued,
as well as the name and  address of each  transferee.  The Company may treat the
person in whose name any Warrant is  registered on the register as the owner and
holder  thereof for all purposes,  but in all events  recognizing  any transfers
made in  accordance  with  the  terms of this  Warrant.substantially  all of the
Company's assets and any such successive mergers,

     (b) Subject to compliance with applicable securities laws, this Warrant and
the rights  granted  hereunder  shall be assignable by the holder hereof without
the consent of the Company.

     9. LOST, STOLEN,  MUTILATED OR DESTROYED WARRANT.  If this Warrant is lost,
stolen,  mutilated or destroyed,  the Company  shall,  on receipt of an executed
Lost Warrant  Affidavit in  substantially  the form annexed  hereto as EXHIBIT B
(or, in the case of a mutilated  Warrant,  the Warrant),  issue a new Warrant of
like  denomination  and tenor as this  Warrant  so lost,  stolen,  mutilated  or
destroyed.

     10. NOTICE. Any notices, consents, waivers or other communications required
or  permitted to be given under the terms of this Warrant must be in writing and
will be  deemed  to have  been  delivered:  (i)  upon  receipt,  when  delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or (iii) one  Business  Day after  deposit  with a  nationally
recognized  overnight  delivery service,  in each case properly addressed to the
party to  receive  the  same.  The  addresses  and  facsimile  numbers  for such
communications shall be:

                                       6
<PAGE>
                  If to the Company:

                  Amtech Systems, Inc.
                  131 South Clark Drive
                  Tempe, Arizona  85281
                  Telephone: (480) 967-5146
                  Facsimile: (480) 968-3763
                  E-Mail: rthass@amtechsystems.com
                  Attn: Robert T. Hass
                        Vice President and Chief Financial Officer

                  With a copy to:

                  Squire, Sanders & Dempsey L.L.P.
                  Two Renaissance Square
                  40 North Central Avenue, Suite 2700
                  Phoenix, Arizona 85004
                  Telephone: (602) 528-4000
                  Facsimile: (602) 253-8129
                  Attention: Gregory R. Hall, Esq.

If to a holder of this Warrant,  to it at the address and  facsimile  number set
forth on the Company's register, or at such other address and facsimile as shall
be delivered to the Company by the holder at any time.  Each party shall provide
five days' prior  written  notice to the other party of any change in address or
facsimile number.  Written confirmation of receipt (A) given by the recipient of
such  notice,  consent,  waiver  or other  communication,  (B)  mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission  or (C)  provided by a  nationally  recognized  overnight  delivery
service shall be rebuttable  evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

     11.  AMENDMENT  AND  WAIVER.  Except  as  otherwise  provided  herein,  the
provisions  of this  Warrant  may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it,  only if the  Company has  obtained  the  written  consent of the holders of
Warrants representing 51% of the shares of Common Stock obtainable upon exercise
of the Warrants then outstanding.

     12. DESCRIPTIVE  HEADINGS;  GOVERNING LAW. The descriptive  headings of the
several  Sections and  paragraphs  of this Warrant are inserted for  convenience
only and do not  constitute a part of this Warrant.  The  corporate  laws of the
State of Arizona shall govern all issues  concerning the relative  rights of the
Company and its stockholders.  All other questions  concerning the construction,
validity,  enforcement and  interpretation  of this Warrant shall be governed by
the internal laws of the State of Arizona,  without  giving effect to any choice
of law or conflict of law provision or rule (whether of the State of Arizona, or
any other  jurisdictions)  that would cause the  application  of the laws of any
jurisdictions other than the State of Arizona.

                                        AMTECH SYSTEMS, INC.


                                        By:
                                           -------------------------------------

                                        Name: Robert T. Hass

                                        Title: Vice President & Chief Financial
                                               Officer

                                       7
<PAGE>
                              EXHIBIT A TO WARRANT

                                SUBSCRIPTION FORM

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                              AMTECH SYSTEMS, INC.

     The   undersigned   holder   hereby   exercises   the  right  to   purchase
_________________  of the shares of Common  Stock  ("Warrant  Shares") of Amtech
Systems, Inc., an Arizona corporation (the "Company"), evidenced by the attached
Warrant (the "Warrant"). Capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Warrant.

     1. Form of Warrant  Exercise Price.  The Holder intends that payment of the
Warrant Exercise Price shall be made as:

        ____________  a "CASH EXERCISE" with respect to _________________
                      Warrant Shares; and/or

        ____________  a "CASHLESS  EXERCISE" with respect to  _______________
                      Warrant Shares (to the extent permitted by the terms of
                      the Warrant).

     2.  Payment of  Warrant  Exercise  Price.  In the event that the holder has
elected a Cash Exercise with respect to some or all of the Warrant  Shares to be
issued pursuant hereto, the holder shall pay the sum of  $___________________ to
the Company in accordance with the terms of the Warrant.

     3.  Delivery of Warrant  Shares.  The Company  shall  deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.


Date: _______________ __, ______


     Name of Registered Holder

By:
   -----------------------------------
Name:
Title:

                                       8
<PAGE>
                              EXHIBIT B TO WARRANT

                            FORM OF AFFIDAVIT OF LOSS

STATE OF                   )
                           ) ss:
COUNTY OF                  )

     The undersigned  (hereinafter  "Deponent"),  being duly sworn,  deposes and
says that:

     1. Deponent is an adult whose mailing address is:

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

     2.  Deponent is the  recipient  of a Warrant  (the  "Warrant")  from Amtech
Systems, Inc. (the "Company"),  dated ______________________ for the purchase of
_____________________  shares of Common Stock,  par value $.01 per share, of the
Company, at an exercise price of $_________________________ per share.

     3. The Warrant has been lost,  stolen,  destroyed or  misplaced,  under the
following circumstances:

     4. The Warrant was not endorsed.

     5. Deponent has made a diligent search for the Warrant, and has been unable
to find or recover same, and Deponent was the unconditional owner of the Warrant
at the time of loss,  and is  entitled  to the  full  and  exclusive  possession
thereof;  that neither the Warrant nor the rights of Deponent  therein  have, in
whole or in part, been assigned, transferred, hypothecated, pledged or otherwise
disposed of, in any manner whatsoever,  and that no person,  firm or corporation
other than the Deponent has any right,  title, claim, equity or interest in, to,
or respecting the Warrant.

     6. Deponent makes this Affidavit for the purpose of requesting and inducing
the  Company  and its  agents to issue a new  warrant  in  substitution  for the
Warrant.

     7. If the Warrant should ever come into the hands,  custody or power of the
Deponent or the Deponent's representatives, agents or assigns, the Deponent will
immediately and without consideration  surrender the Warrant to the Company, its
representatives,  agents or assigns,  its transfer agents or subscription agents
for  cancellation.  8. The Deponent  hereby  indemnifies  and holds harmless the
Company  from any claim or demand  for  payment  or  reimbursement  of any party
arising in connection with the subject matter of this Affidavit.

Signed, sealed and dated:  _________________________



                                        ----------------------------------------
                                        Deponent

Sworn to and subscribed before me this
____ day of _____________, _________


- --------------------------------------
Notary Public

                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>OPINION & CONSENT OF SQUIRE SANDERS & DEMPSEY
<TEXT>

                [LETTERHEAD OF SQUIRE, SANDERS & DEMPSEY L.L.P.]

October 2, 2000

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

     As legal  counsel  for Amtech  Systems,  Inc.,  a Nevada  corporation  (the
"Company"),  we are rendering this opinion in connection  with the  registration
under the  Securities  Act of 1933, as amended,  of 572,300 shares of the common
stock,  $.01 par value, of Amtech,  129,300 of which may be issued upon exercise
of warrants issued July 1, 1997, and September 8, 2000.

     We have  examined  all  instruments,  documents  and records that we deemed
relevant and necessary for the basis of our opinion  hereinafter  expressed.  In
such  examination,  we have assumed the  genuineness  of all  signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.

     Based on such examination, we are of the opinion that the 572,300 shares of
common stock, 129,300 of which may be issued upon exercise of the warrants,  are
duly  authorized  shares of Amtech's  common  stock,  and,  when issued  against
receipt of the consideration  therefore in accordance with the provisions of the
respective  Warrant to Purchase  Common Stock,  seven of which are dated July 1,
1997,  and  fourteen  of which were  issued  pursuant  to the Stock and  Warrant
Purchase Agreement dated as of September 8, 2000, will be validly issued,  fully
paid and  nonassessable.  We hereby  consent to the filing of this opinion as an
exhibit to the Registration  Statement referred to above and the use of our name
wherever it appears in said Registration Statement.

Respectfully submitted,

/s/ Squire, Sanders & Dempsey L.L.P.

SQUIRE, SANDERS & DEMPSEY L.L.P.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>CONSENT OF ARTHUR ANDERSEN LLP
<TEXT>

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration  statement of our report dated December 15, 1999,
included in the Company's  Form 10-K for the year ended  September 30, 1999, and
to all references to our firm included in this registration statement.


                                        /s/ ARTHUR ANDERSEN LLP

Phoenix, Arizona
September 28, 2000
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
