Asset Purchase Agreement

ASSET PURCHASE AGREEMENT

between

KOKUSAI ELECTRIC EUROPE GMBH

and

AMTECH SYSTEMS INC.

May 3, 2004

TABLE OF CONTENTS

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the “Agreement”) is made as of May 3, 2004 between AMTECH Systems Inc., an Arizona corporation (the “Buyer”), and Kokusai Electric Europe GmbH, a corporation under German law (the “Seller”).

Introduction

The Seller wishes to sell to the Buyer, and the Buyer wishes to buy from the Seller, on the terms and conditions set forth herein, certain inventory and contract rights used exclusively in connection with the Seller’s semiconductor equipment business. For purposes hereof, the term “Business” shall be collectively defined to mean the sale, distribution, installation and maintenance of horizontal furnaces and associated products, including automation, and services as related to those furnaces, including APEX Process Management Software, equipment retrofits, parts, technical support and training and shall expressly exclude all vertical furnaces and related technology used exclusively in connection with any vertical furnaces owned or used by the Seller including associated products and services.

Now, therefore, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:

1. Sale and Delivery of the Purchased Assets

1.1 Delivery of the Purchased Assets.

(a) Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), the Seller shall sell, transfer, convey, assign and deliver or, to the extent in the possession of a third party, assign its claim for delivery to the Buyer, and the Buyer shall purchase and acquire from the Seller, free and clear of all liens, security interests, mortgages, encumbrances and restrictions of every kind, nature and description, (collectively “Encumbrances”) other than Permitted Encumbrances (as defined in Section 2.3) all of the right, title and interest of the Seller in the following assets (the “Purchased Assets”):

(i) all inventories of maintenance supplies and spare parts and supplies and similar items of the Seller (the “Inventory”) used exclusively in the Business and which are set forth on Schedule 1.1(a)(i) and located at Gruitener Str. 3, 40699 Erkrath, Germany, to the extent owned on the Closing Date (as defined in Section 1.6 below);

(ii) all rights of the Seller under license agreements, contracts and agreements and such sale orders, purchase orders for materials, services and supplies, open bids, commitments and other instruments exclusively in connection with and for the Business set forth on Schedule 1.1(a)(ii) or entered into after the date hereof in the ordinary course of business in accordance with Section 5.1 (collectively, the “Assigned Contracts”);

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(iii) all tangible assets, including without limitation, tools and computer hardware owned by the Seller on the Closing Date and used by Transferred Employees in the conduct of the Business, including as set forth on Schedule 1.1(a)(iii) (collectively, the “Tangible Property”);

(iv) copies of all files, financial, accounting and operating data and records (other than corporate books and records), whether in tangible or electronic form, of, and in the possession of, the Seller to the extent exclusively related to the Business, whether or not commingled with those of the Seller, including without limitation, all books, records and accounts, correspondence, production records, technical, accounting, manufacturing and procedural manuals, customer and supplier lists, advertising materials, credit information, cost and pricing information, business plans, projections, payroll and personnel records, and copies of any confidential information with respect to the Transferred Employees which has been reduced to writing and to the extent exclusively related to the Business, (the “Files”) excluding all tax returns of the Seller and all work papers and other materials used in preparation of such tax returns (in each case, whether or not related to the Business and whether or not originals or copies); and