MATTSON TECHNOLOGY INC
AMENDMENT TO STOCKHOLDER AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit10_6.txt
<DESCRIPTION>AMENDMENT TO STOCKHOLDER AGREEMENT
<TEXT>


                                                            EXHIBIT 10.6

                       AMENDMENT TO STOCKHOLDER AGREEMENT

     THIS STOCKHOLDER AGREEMENT (the "Amendment"), dated as of November 5th,
2001, is entered into by and among MATTSON TECHNOLOGY, INC., a Delaware
corporation (the "Company") STEAG Electronic Systems, AG, an Aktiengesellschaft
organized and existing under the laws of the Federal Republic of Germany
("Stockholder"), and BRAD MATTSON, an individual. ("Mattson").

                                    RECITALS

     A. The Company, Stockholder and Mattson have entered into that certain
Stockholder Agreement, dated as of December 15, 2000 (the "Agreement").

     B. The Company, Stockholder and Mattson desire to amend the Agreement as
set forth below.

     NOW, THEREFORE, in consideration of the agreements herein contained, the
parties hereby agree that the entire text of each of Section 1.4 of the
Agreement and Article 4 (commencing with Section 4.1 and ending in Section 4.6)
are hereby deleted in their entirety and replaced in each case with the notation
"[Deleted]", provided that the Article and Section numbers shall remain in place
to preserve the original numbering of the Agreement.

     IN WITNESS WHEREOF, the Company Stockholder and Mattson have executed this
Amendment as of the date first written above.


BRAD MATTSON                            MATTSON TECHNOLOGY, INC.



/s/ Brad Mattson                        By: /s/ Ludger Viefhues
----------------------                     -------------------------



                                        STEAG ELECTRONIC SYSTEMS, AG



                                        By:  /s/ Michael Williams
                                           --------------------------





</TEXT>
</DOCUMENT>
