EXHIBIT 4.2

                              AMTECH SYSTEMS, INC.

                  NON-EMPLOYEE DIRECTORS STOCK OPTION AGREEMENT



         BY THIS  DIRECTORS  STOCK OPTION  AGREEMENT (the  "Agreement"),  AMTECH
SYSTEMS,  INC., an Arizona corporation (the "Company"),  and the undersigned,  a
non-employee  director of the Company (the "Optionee"),  desire to establish the
terms and  conditions  upon which the Company is willing to grant the  Optionee,
and upon which the Optionee is willing to accept from the Company,  an Option to
purchase  shares of Common  Stock from the  Company,  pursuant  to the terms and
conditions  of the  Company's  Non-Employee  Directors  Stock  Option  Plan (the
"Plan").
The Company and the Optionee hereby agree as follows:

         1. The Plan. All the terms,  conditions and definitions of the Plan are
hereby  incorporated  by reference  into this  Agreement,  as if fully set forth
herein.

         2. Terms of Grant.

                  (a) Exercise Price: $____________

                  (b) Number of Shares Subject to Option:  __________  Shares of
         Common Stock

                  (c) Grant Date: ______________, 19___

         DATED: ________________, 19___

                                       AMTECH SYSTEMS, INC.



                                       By ______________________________________

                                              Its ______________________________


                                       OPTIONEE:


                                       _________________________________________