CONFIRMATION OF GUARANTY and AMENDMENT NO. 3 Dated as of December 12, 2008 to AMENDED AND RESTATED GUARANTEE AGREEMENT

           1. Amendments to Guarantee Agreement . Effective as of the date of satisfaction of the conditions precedent set forth in Section 2 below, the Guarantee Agreement is hereby amended as follows:

           (a) Section 1.1 of the Guarantee Agreement is amended to add the following definitions thereto and, where applicable, to replace the corresponding previously existing definitions:
 

      Capital Expenditures means, without duplication, any cash expenditures for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Guarantor and its Subsidiaries prepared in accordance with GAAP.

      Chinese Bridge Facility means the RMB22,500,000 short-term credit facility by and among Photronics Imaging Technologies (Shanghai) Co., Ltd. and JPMorgan Chase Bank, N.A., Shanghai Branch, as lender.

      Chinese Facility Sale means any sale of the Guarantor’s direct or indirect Equity Interests in the Company or all or a portion of the assets of the Company.

      Collateral means all Pledged Equity, all “Collateral” as defined in the Security Agreement and all other property pledged in favor of the Collateral Agent, on behalf of itself and the Holders of Secured Obligations, pursuant to the Mortgages and any other Collateral Document from time to time.

      Collateral Documents means, collectively, the Security Agreement, the Pledge Agreements, the Mortgages and all other agreements, instruments and documents executed in connection with this Agreement that are intended to create, evidence or perfect Liens to secure the Secured Obligations.

      Consolidated Fixed Charges means, with reference to any period, without duplication, interest payments in cash and scheduled principal payments on Indebtedness made in cash during such period, plus Taxes paid in cash, all calculated for the Guarantor and its Subsidiaries on a consolidated basis.

      First Tier Foreign Subsidiary means each Material Subsidiary which is a Foreign Subsidiary and with respect to which any one or more of the Guarantor and its Domestic Subsidiaries directly owns or controls more than 50% of such Foreign Subsidiary’s Equity Interests.

      Fixed Charge Coverage Ratio has the meaning assigned to such term in Section 7.11(d).

      Manchester Facility means the real property and buildings owned by the Guarantor or any Subsidiary located in Manchester, England.

      Mortgage means each mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the Collateral Agent, for the benefit of the Collateral Agent and the Holders of Secured Obligations, on real property of a Loan Party, including any amendment, restatement, modification or supplement thereto, each in form and substance reasonably acceptable to the Collateral Agent and the Guarantor.

      Mortgage Instruments means such title reports, title insurance, flood certifications and flood insurance, opinions of counsel, surveys, appraisals and environmental reports and other similar information and related certifications as are reasonably requested by, and in form and substance reasonably acceptable to, the Collateral Agent from time to time.

      Net Proceeds means, with respect to any event, (a) the cash proceeds actually received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title policy premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, required payments of other obligations relating to the applicable event on such asset, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established against any adjustment to the sale price or to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer).

      Pledge Subsidiary means (i) each Domestic Subsidiary and (ii) each First Tier Foreign Subsidiary that is a Material Subsidiary.

      Pledged Equity means all pledged Equity Interests in or upon which a security interest or Lien is from time to time granted to the Collateral Agent, for the benefit of the Holders of Secured Obligations, under the Pledge Agreements.

      PRC Collateral Documents means the mortgages, security agreements and all other agreements, instruments and documents executed in connection with the Restated Credit Agreement (as amended by the Amendment to Credit Agreement) that are intended to create, evidence or perfect Liens to secure the "Obligations" as defined thereunder.

      Qualified Asset Sales means (i) the Chinese Facility Sale and (ii) the sale, transfer or disposition by the Guarantor or any Subsidiary of all or a portion of the Manchester Facility (in each case excluding sales, transfers or dispositions from the Guarantor or any Subsidiary to the Guarantor, any Subsidiary or any Affiliate thereof).

      Qualified Unsecured Indebtedness of the Guarantor or any Subsidiary means unsecured Indebtedness of such Person in an aggregate outstanding principal amount not in excess of $25,000,000 and on terms and conditions satisfactory to the Administrative Agent (it being understood and agreed that the limitations applicable to Subordinated Indebtedness pursuant to Section 7.10 shall also be applicable, mutatis mutandis , to Qualified Unsecured Indebtedness).

      Secured Obligations means the Obligations and the Indebtedness and other obligations of the Guarantor under the U.S. Facility, and includes without limitation the "Obligations" as defined in the U.S. Facility Agreement.

      Security Agreement means that certain Security Agreement (including any and all supplements thereto), dated as of December 12, 2008, between the Loan Parties and the Collateral Agent, for the benefit of the Collateral Agent and the other Holders of Secured Obligations, as the same may be amended, restated or otherwise modified from time to time.

      UCC means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.

      SECTION 5.19 Security Interest in Collateral

      The provisions of the Collateral Documents create legal and valid Liens on all the Collateral covered thereby in favor of the Collateral Agent, for the benefit of the Holders of Secured Obligations, and (i) when all appropriate filings, recordings, registrations, stampings or notifications are made and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Collateral Agent pursuant to any applicable law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Collateral Agent has not obtained or does not maintain possession of such Collateral.

(h) Section 6.3 of the Guarantee Agreement is amended by adding the following at the end thereof:

      For the avoidance of doubt, the Guarantor shall not initiate, or permit any other Person to initiate, any liquidation, dissolution, winding-up or other termination of existence of the Company.

(i) Section 6.5 of the Guarantee Agreement is amended and restated in its entirety to read as follows:

      SECTION 6.5 Maintenance of Properties; Insurance

      (a) The Guarantor will, and will cause each of its Subsidiaries to, (i) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (ii) maintain with financially sound and reputable carriers (1) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (2) all insurance required pursuant to the Collateral Documents. The Guarantor will furnish to the Lenders, upon request of the Collateral Agent, information in reasonable detail as to the insurance so maintained.

      (b) The Guarantor shall deliver to the Collateral Agent endorsements (x) to all “All Risk” physical damage insurance policies on the Loan Parties’ tangible personal property and assets located in the United States of America and business interruption insurance policies naming the Collateral Agent as lender loss payee, and (y) to all general liability and other liability policies naming the Collateral Agent an additional insured. Each policy for liability insurance shall provide for all losses to be paid on behalf of the Collateral Agent and the Guarantor or its Subsidiaries as their interests may appear. In the event the Guarantor or any of its Subsidiaries at any time or times hereafter shall fail to

obtain or maintain any of the policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Collateral Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which the Collateral Agent deems advisable. All sums so disbursed by the Collateral Agent shall constitute part of the Obligations, payable as provided in this Agreement. The Guarantor will furnish to the Collateral Agent prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding.

      (c) So long as no Event of Default shall have occurred and be continuing, all insurance payments received by the Collateral Agent in connection with any loss, damage or destruction of any property of the Guarantor or any of its Subsidiaries will be released by the Collateral Agent to the applicable Guarantor or such Subsidiary for the repair, replacement or restoration thereof, subject to the prepayment requirements under Section 2.11(c) of the U.S. Facility Agreement and subject to such other terms and conditions with respect to the release thereof as the C