**Exhibit 10.39****CONSULTING AGREEMENT****ASYST JAPAN, INC.**(the “**Company**”), a Japanese company and majority-owned subsidiary of AsystTechnologies, Inc. (“**Asyst**”) with its registered address at 6-23, Shin-Yokohama 2-chome, Kohoku-ku,Yokohama, and Mr. Tsuyoshi E. Kawanishi (“**Mr. Kawanishi**”), hereby enter into this consultingagreement (this “**Agreement**”) effective as of this 17th day of Jan. 2007 to confirm thefollowing existing rights and obligations between the parties.**ARTICLE 1. SERVICES**In his capacity as an individual, Mr. Kawanishi shall continue to provide the Company with thefollowing advisory services, which are separate from his duties as a director of the Company and/oras a director of Asyst: (1) management, operating and market information and advice on regularbasis; (2) advice concerning significant customer opportunities and relationships; and (3)assistance with networking and providing introductions to third-parties and customer personnelregarding business opportunities and relationships (collectively, the “**Services**”).**ARTICLE 2. FEE**The Company shall pay to Mr. Kawanishi during the Term (as defined below) a fixed fee of fourhundred thousand yen (¥400,000) per month for the Services (the “**Fee**”) by bank transfer to the bankaccount designated by Mr. Kawanishi. The Fee shall be due and payable on the twenty-fifth (25th)day of each month, or if the Company is not open for business on such twenty-fifth (25th) day thenon the immediately preceding business day.**ARTICLE 3. TERM AND TERMINATION****3.1 Term**(a) The term of this Agreement shall be one year (including any successive renewals, the “**Term**”).(b) The Term shall be automatically renewed for successive one year periods unless a partynotifies the other of its intention not to renew the Agreement no later than thirty (30)calendar days prior to the end of the then-current Term.**3.2 Termination**This Agreement may be terminated by either party with prior written notice of thirty (30) calendardays.**ARTICLE 4. ENTIRE AGREEMENT; AMENDMENT**This Agreement constitutes the entire agreement and understanding of the parties with respect tothe subject matter hereof and supersedes all previous agreements and understandings related to theAgreement, except as expressly stated herein. The terms and conditions of this Agreement may beamended only upon approval by an ordinary resolution of the board of directors of the Company andby writing, signed by both parties hereto. Any such amendment shall also be subject to the priorwritten consent and approval of Asyst.
 

 
**ARTICLE 5. GOVERNING LAW AND LANGUAGE**This Agreement shall be governed by and construed in accordance with the laws of Japan. ThisAgreement shall be executed in the English language. A Japanese language translation may also beprovided by the Company; however, the English language version shall serve as the original andshall exclusively govern the meaning and interpretation of the Agreement.**IN WITNESS WHEREOF**, the parties hereto have executed this Agreement on the date first abovewritten.          **COMPANY** **Mr. Kawanishi**       /s/ Tetsuo Yamashita /s/ Tsuyoshi E. Kawanishi       Tetsuo Yamashita Tsuyoshi E. Kawanishi  Representative Director