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                                                                     EXHIBIT 4.5

                          AMENDMENT TO RIGHTS AGREEMENT

1.      GENERAL BACKGROUND. In accordance with Section 27 of the Rights
        Agreement between Bank Boston, N.A. (the "Rights Agent") and Asyst
        Technologies, Inc. dated June 25, 1998 (the "Agreement"), the Rights
        Agent and Asyst Technologies, Inc. desire to amend the Agreement to
        appoint EquiServe Trust Company, N.A.

2.      EFFECTIVENESS. This Amendment shall be effective as of 11/30/01
        (the "Amendment") and all defined terms and definitions in the Agreement
        shall be the same in the Amendment except as specifically revised by the
        Amendment.

3.      REVISION. The section in the Agreement entitled "Change of Rights Agent"
        is hereby deleted in its entirety and replaced with the following:

        Change of Rights Agent. The Rights Agent or any successor Rights Agent
        may resign and be discharged from its duties under this Agreement upon
        30 days' notice in writing mailed to the Company and to each transfer
        agent of the Common Shares or Preferred Shares by registered or
        certified mail and to the holders of the Right Certificates by
        first-class mail. The Company may remove the Rights Agent or any
        successor Rights Agent upon 30 days' notice in writing mailed to the
        Rights Agent or successor Rights Agent, as the case may be, and to each
        transfer agent of the Common Shares or Preferred Shares by registered or
        certified mail, and to the holders of the Right Certificates by
        first-class mail. If the Rights Agent shall resign or be removed or
        shall otherwise become incapable of acting, the Company shall appoint a
        successor to the Rights Agent. If the Company shall fail to make such
        appointment within a period of 30 days after giving notice of such
        removal or after it has been notified in writing of such resignation or
        incapacity by the resigning or incapacitated Rights Agent or by the
        holder of a Right Certificate (who shall, with such notice, submit such
        holder's Right Certificate for inspection by the Company), then the
        registered holder of any Right Certificate may apply to any court of
        competent jurisdiction for the appointment of a new Rights Agent. Any
        successor Rights Agent, whether appointed by the Company or by such a
        court, shall be a corporation or trust company organized and doing
        business under the laws of the United States, in good standing, which is
        authorized under such laws to exercise corporate trust or stock transfer
        powers and is subject to supervision or examination by federal or state
        authority and which has individually or combined with an affiliate at
        the time of its appointment as Rights Agent a combined capital and
        surplus of at least $100 million dollars. After appointment, the
        successor Rights Agent shall be vested with the same powers, rights,
        duties and responsibilities as if it had been originally named as Rights
        Agent without

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        further act or deed; but the predecessor Rights Agent shall deliver and
        transfer to the successor Rights Agent any property at the time held by
        it hereunder, and execute and deliver any further assurance, conveyance,
        act or deed necessary for the purpose. Not later than the effective date
        of any such appointment the Company shall file notice thereof in writing
        with the predecessor Rights Agent and each transfer agent of the Common
        Shares or Preferred Shares, and mail a notice thereof in writing to the
        registered holders of the Right Certificates. Failure to give any notice
        provided for in this Section 21, however, or any defect therein, shall
        not affect the legality or validity of the resignation or removal of the
        Rights Agent or the appointment of the successor Rights Agent, as the
        case may be.

4.      Except as amended hereby, the Agreement and all schedules or exhibits
        thereto shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized
officers, as of this 30th day of November, 2001.

Asyst Technologies, Inc.                      Bank Boston, N.A.

        /s/ GEOFFREY G. RIBAR                        /s/ CAROL MULVEY-EORI
        ------------------------                     ---------------------------
By:     Geoffrey G. Ribar                     By:    Carol Mulvey-Eori
Title:  Senior Vice President                 Title: Managing Director,
        Chief Financial Officer                      Client Administration


                                              EquiServe Trust Company, N.A.

                                                     /s/ CAROL MULVEY-EORI
                                                     ---------------------------
                                              By:    Carol Mulvey-Eori
                                              Title: Managing Director,
                                                     Client Administration