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Exhibit 10.43


                                  (Translation)


TO:     Hirofumi SAEKI
        President and Director
        Shinko Electric, Co., Ltd. (the "Shinko")

                  RE: AMENDMENTS TO THE SHAREHOLDERS AGREEMENT

   For the purpose of enabling Asyst Technologies, Inc. ("US ASYST
TECHNOLOGIES"), our parent company, to undertake consolidation with Asyst Shinko
Inc., ("ASI") in respect of accounting treatment, we, Asyst Japan Inc. ("AJI")
write to ask your assistance such that Shinko consents to amendment of Section
3.3 (c) and other parts of the Shareholders Agreement (the "SHAREHOLDERS
AGREEMENT") entered into by and between Shinko and us as of May 24, 2002, which
sets forth special resolution matters for the Board of Directors of ASI, as
attached.

   Notwithstanding the amendments to the Shareholders Agreement mentioned above,
for the purpose of conducting the business of ASI, we shall undertake a
consultation with Shinko sufficient to address the matters set forth below prior
to the resolution of the Board of Directors of ASI , and shall make efforts to
cause the matters agreed during such consultation to be submitted as an agenda
item of a meeting of the Board of Directors of ASI,;

   i) borrowing or incurring any indebtedness exceeding JPY 40 million,
purchasing and/or disposing of any assets and investing in equipment and/or
making any loan;

   ii) declaring interim dividends; and

   iii) establishment of subsidiaries of ASI.

   In addition, we hereby confirm and undertake that this request be submitted
   on our own responsibility, that we indemnify Shinko from any and all damages
   which may be directly caused by submission of this request and that,
   irrespective of whether ASI will undergo consolidation with US Asyst
   Technologies, no changes will occur as to our obligations (including our
   payment obligation in respect of the Share Purchase Price) under the Share
   Purchase Agreement entered into by and between Shinko and us as of May 24,
   2002.

   Finally, we hereby confirm that the matters mentioned herein have also been
approved by US Asyst Technologies, our parent company.

October 16th, 2002

                                    /s/ Josui Nashimoto
                                    -----------------------------------------
                                    Josui Nashimoto
                                    President and Representative Director
                                    Asyst Japan Inc.


October 16th, 2002

We hereby approve the amendments to the Shareholders Agreement pursuant to the
content of the Annex, as attached hereto.

/s/ Hirofumi Saeki
-------------------------
Hirofumi Saeki
President and Director
Shinko Electric Co., Ltd.
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                                                                           Annex


                    Amendments to the Shareholders Agreement

1.   (Definitions)

     (a)  Unless otherwise expressly provided in this Annex or otherwise
          required by the context of this Annex, any words defined in the
          Shareholders Agreement shall, in this Annex, have the same meanings as
          defined therein.

     (b)  In the event of difference between the definition of any words in this
          Annex and in the Shareholders Agreement, the definition thereof in the
          Shareholders Agreement shall prevail.

     (c)  This Annex shall form a part of the Shareholders Agreement to
          constitute one agreement together with the Shareholders Agreement, and
          any reference to the "Shareholders Agreement" or the "Agreement" in
          the Shareholders Agreement shall mean the Shareholders Agreement which
          has been amended according to the content of this Annex.

2.   (Agreements to the amendments)
     Shinko and AJI hereby agree that the Article 3.3(c) of the Shareholders
     Agreement is hereby wholly deleted and the following is inserted in its
     place:

3.3   BOARD QUORUM AND VOTING MAJORITIES

     (c)  Matters requiring Unanimous Approval

          Approval of the following matters needs, to the extent permitted under
          Applicable Laws, the presence of 5 or more Directors including at
          least 1 Shinko Director and 1 Asyst Director, respectively, at the
          relevant Board meeting, and also the unanimous approval of the
          Directors present at the said Board meeting. The Company shall not
          take any of the following actions without obtaining such approval.
          Both Parties shall arrange for the Company to observe such
          obligations.

          (i)     commencement of such new business as is not closely related to
                  the semiconductor and liquid crystal materials conveyance
                  system business of ASI;
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          (ii)    borrowing or incurring any indebtedness, purchasing and/or
                  disposing of any assets and investing in equipment and/or
                  making any loan which are beyond the extent of ordinary
                  business operation, except as approved in the Business Plan
                  and Budget;

          (iii)   establishing, changing and/or closing any branch office of the
                  Company and other important establishments;

          (iv)    issuing additional Shares;

          (v)     election or removal of Representative Directors or adoption of
                  joint Representative Director system, in accordance with
                  CLAUSE 3.2.

          (vi)    approval concerning the transfer of Shares which are subject
                  to restrictions on transfer, or the appointment of a person
                  with the right of first refusal;

          (vii)   issuance of share call options ("Shinkabu Yoyakuken" in
                  Japanese);

          (viii)  issuance of bonds with subscription rights ("Shinkabu
                  Yoyakuken Tsuki Shasai" in Japanese);

          (ix)    approval of business reports, balance sheets, profit and loss
                  statements, and proposals relating to the disposition of
                  profit/loss and annexed specifications thereof (including
                  matters regarding reserves referred to under CLAUSE 6.2);

          (x)     crediting the Company's reserve funds to its stated capital;


          (xi)    declaring interim dividends (excluding such cases as are
                  implemented through the ordinary business process);

          (xii)   approval of the establishment of subsidiaries of the Company
                  (excluding such cases as are implemented through the ordinary
                  business process);

          (xiii)  approval of the execution of major contracts between the
                  Company and any of the Shareholders and of any amendment
                  thereto; and

          (xiv)   change to the accounting policies adopted by the Company.

3.   (Binding nature)

     Shinko and AJI hereby confirm that the amendments to the Shareholders
     Agreement according to the contents of this Annex shall be binding on and
     enforceable against Shinko and AJI, respectively.

4.   (Effective Date)

     Amendment to the Shareholders Agreement according to the contents of this
     Annex shall become effective retroactively on the effective date of the
     Shareholders Agreement.