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Exhibit 10.38
 Amendment No 5
Manufacturing Services and Supply Agreement
[*] Weeks Min Max Project
     1.
    
    
    Solectron will stock the [*] Product finished goods inventory ([*] FGI) at a level no lower
than $[*] and a maximum [*] FGI level of $[*], each such inventory level to be determined by
the number of the respective [*] Products multiplied by Asysts standard cost for such [*]
Products (the [*] Product Value). The parties will review the min/max levels monthly.2.
    
    
    Solectron will suggest changes to the [*] FGI min/max levels required based on historical
performance. The [*] FGI min/max levels will be revised when agreed in writing by Asyst and
Solectron, which writing will automatically be incorporated into this Amendment by reference.3.
    
    
    Asysts liability with respect to raw materials, including as necessary to maintain the
min/max levels and for the [*] FGI, shall remain as set forth in the Agreement.4.
    
    
    Solectron will only be required to build [*] Product to the maximum level as indicated herein
and will only be required to refresh the minimum level upon the depletion or reduction of the
minimum inventory levels.5.
    
    
    Asyst will be invoiced according to the agreed upon pricing for the [*] Product and subject
to the terms for payment as set forth in the Agreement upon delivery of [*] Products from the
[*] FGI. Delivery shall be as set forth in the Agreement.
 Note: [*] indicates material that has been omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.




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6.
    
    
    [*] Products will be held by Solectron in the [*] FGI for a maximum of [*] days and will be
tracked according to the methods currently in place with respect tracking of finished goods
and in the format attached hereto as Exhibit A; after [*] days Asyst will be required to
purchase such [*] Products. If any [*] Product purchased pursuant to this Section 6 by Asyst
is to be held by Solectron, then Asyst shall pay a monthly carrying charge of [*] percent
([*]%) of the [*] Product Value of such [*] Product, calculated from the date of purchase by
Asyst (which date of purchase shall be the [*] day such [*] Product is held by Solectron)
until removed from Solectrons premises by Asyst.7.
    
    
    The [*] Product leadtime and master production schedule loading procedure is set forth in the
attached Exhibit B to this Amendment and made a part hereof by this reference.
   Agreed:
    
    
    
    
    
    Agreed:Solectron Corporation
    
    
    
    Asyst Technologies, Inc.By:
    
    /s/ Darryl Payton
    
    
    
    By:
    
    /s/ Steve DebenhamAuthorized Signature
    
    
    
    
    
    Authorized SignatureTitle:
    
    Director Contracts & Compliance
    
    
    
    Title:
    
    VP, GCDate:
    
    03-20-06
    
    
    
    Date:
    
    3/21/06
 Note: [*] indicates material that has been omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.




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52WK NoFremont
    
    
    
    
    
    Demand
    
    
    
    
    
    180 Agedcontra
    
    
    ECN
    
    
    Parts OH
    
    
    Total
    
    
    Excess +SLR OH
    
    
    180 Aged
    
    
    90 Aged
    
    
    QTY (from
    
    
    Parts and
    
    
    Qty (from
    
    
    Proposed
    
    
    ProposedCustomer
    
    
    Descriptio
    
    
    
    
    
    Product
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    180 Aged
    
    
    90 Aged
    
    
    
    
    
    
    
    
    Excess
    
    
    MRB
    
    
    MRB
    
    
    E&O
    
    
    Others
    
    
    E&O
    
    
    Buyback
    
    
    Buyback
    
    
    90 AgedPart No.
    
    P/N
    
    
    n
    
    
    Std. Cost
    
    
    Line
    
    
    OH
    
    
    BH 180
    
    
    IN 180
    
    
    US 180
    
    
    BH 90
    
    
    IN 90
    
    
    US 90
    
    
    Excess
    
    
    Excess
    
    
    MRB
    
    
    Contra
    
    
    Liability
    
    
    Contra
    
    
    Contra
    
    
    Report)
    
    
    (Aug'05)
    
    
    Report)
    
    
    Qty
    
    
    $$
    
    
    Excess $$
    
    
    Remark




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Exhibit B
 [*] Leadtime MPS loading Procedure
 
 Note: [*] indicates material that has been omitted and filed separately
with the Securities and Exchange Commission pursuant to a request for
confidential treatment.