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                                                                   Exhibit 10.22

                             PRI AUTOMATION, INC.

                      1997 NON-INCENTIVE STOCK OPTION PLAN

SECTION 1.     PURPOSE
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     This 1997 Non-Incentive Stock Option Plan (the "Plan") of PRI Automation,
Inc., a Massachusetts corporation (the "Company"), is designed to provide
additional incentive to executives and other key employees of the Company and
its subsidiaries and for certain other individuals providing services to or
acting as directors of the Company and its subsidiaries.  The Company intends
that this purpose will be effected by the granting of nonqualified stock options
("Options") under the Plan which afford such executives and key employees an
opportunity to acquire or increase their proprietary interest in the Company
through the acquisition of shares of its Common Stock.


SECTION 2.     ADMINISTRATION
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     2.1  The Committee.  The Plan shall be administered by a Committee (the
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"Committee") consisting of the "Outside Directors" who are also members of the
Compensation Committee.  As used herein, the term "Outside Director" means any
director who (i) is not an employee of the Company or of any "affiliated group,"
as such term is defined in Section 1504(a) of the Internal Revenue Code of 1986,
as amended (the "Code"), which includes the Company (an "Affiliate"), (ii) is
not a former employee of the Company or any Affiliate who is receiving
compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the Company's or any Affiliate's taxable year, (iii) has
not been an officer of the Company or any Affiliate and (iv) does not receive
remuneration from the Company or any Affiliate, either directly 
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or indirectly, in any capacity other than as a director. It is the intention of
the Company that the Plan shall be administered by "Non-Employee Directors"
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, but
the authority and validity of any act taken or not taken by the Committee shall
not be affected if any person administering the Plan is not a Non-Employee
Director. Except as specifically reserved to the Company's Board of Directors
(the "Board") under the terms of the Plan, the Committee shall have full and
final authority to operate, manage and administer the Plan on behalf of the
Company. Action by the Committee shall require the affirmative vote of a
majority of all members thereof.

     2.2  Powers of the Committee.  Subject to the terms and conditions of the
          -----------------------                                             
Plan, the Committee shall have the power:

          (a) To determine from time to time the persons eligible to receive
     options and the options to be granted to such persons under the Plan and to
     prescribe the terms, conditions, restrictions, if any, and provisions
     (which need not be identical) of each option granted under the Plan to such
     persons;

          (b) To construe and interpret the Plan and options granted thereunder
     and to establish, amend, and revoke rules and regulations for
     administration of the Plan.  In this connection, the Committee may correct
     any defect or supply any omission, or reconcile any inconsistency in the
     Plan, or in any option agreement, in the manner and to the extent it shall
     deem necessary or expedient to make the Plan fully effective.  All
     decisions and determinations by the Committee in the exercise of this power
     shall be final and binding upon the Company and optionees;

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          (c) To make, in its sole discretion, changes to any outstanding option
     granted under the Plan, including:  (i) to reduce the exercise price, (ii)
     to accelerate the vesting schedule or (iii) to extend the expiration date;
     and

          (d) Generally, to exercise such powers and to perform such acts as are
     deemed necessary or expedient to promote the best interests of the Company
     with respect to the Plan.


SECTION 3.     STOCK
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     3.1  Stock to be Issued.  The stock subject to the options granted under
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the Plan shall be shares of the Company's authorized but unissued common stock,
$.01 par value (the "Common Stock"), or shares of the Company's Common Stock
held in treasury.  The total number of shares that may be issued pursuant to
options granted under the Plan shall not exceed an aggregate of 1,400,000 shares
of Common Stock; provided, however, that the class and aggregate number of
shares which may be subject to options granted under the Plan shall be subject
to adjustment as provided in Section 8 hereof.

     3.2  Expiration, Cancellation or Termination of Option.  Whenever any
          -------------------------------------------------               
outstanding option under the Plan expires, is canceled or is otherwise
terminated (other than by exercise), the shares of Common Stock allocable to the
unexercised portion of such option may again be the subject of options under the
Plan.

     3.3  Limitation on Grants.  In no event may any Plan participant be granted
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options with respect to more than 150,000 shares of Common Stock in any calendar
year.  The number of shares of Common Stock issuable pursuant to an option
granted to a Plan participant in a calendar 

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year that is subsequently forfeited, canceled or otherwise terminated shall
continue to count toward the foregoing limitation in such calendar year. In
addition, if the exercise price of an option is subsequently reduced, the
transaction shall be deemed a cancellation of the original option and the grant
of a new one so that both transactions shall count toward the maximum shares
issuable in the calendar year of each respective transaction.


SECTION 4.     ELIGIBILITY
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     Options may be granted to officers or other employees of the Company or its
subsidiaries, and to members of the Board and consultants or other persons who
render services to the Company (regardless of whether they are also employees).


SECTION 5.     TERMINATION OF EMPLOYMENT OR DEATH OF OPTIONEE
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     5.1  Termination of Employment.  Except as may be otherwise expressly
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provided herein, options shall terminate on the earlier of:

          (a)  the date of expiration thereof,

          (b) the date of termination of the optionee's employment with or
     services to the Company by it for cause (as determined by the Company), or
     voluntarily by the optionee; or

          (c) ninety days after the date of termination of the optionee's
     employment with or services to the Company by it without cause;

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provided, that Options granted to persons who are not employees of the Company
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need not, unless the Committee determines otherwise, be subject to the
provisions set forth in clauses (b) and (c) above.  An employment relationship
between the Company and the optionee shall be deemed to exist during any period
in which the optionee is employed by the Company or any subsidiary.  Whether
authorized leave of absence, or absence on military or government service, shall
constitute termination of the employment relationship between the Company and
the optionee shall be determined by the Committee at the time thereof.

     As used herein, "cause" shall mean (i) any material breach by the optionee
of any agreement to which the optionee and the Company are both parties, (ii)
any act or omission to act by the optionee which may have a material and adverse
effect on the Company's business or on the optionee's ability to perform
services for the Company, including, without limitation, the commission of any
crime (other than ordinary traffic violations), or (iii) any material misconduct
or material neglect of duties by the optionee in connection with the business or
affairs of the Company or any affiliate of the Company.

     5.2  Death or Permanent Disability of Optionee.  In the event of the death
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or permanent and total disability of the holder of an option that is subject to
clause (b) or (c) of Section 5.1 above prior to termination of the  optionee's
employment with or services to the Company and before the date of expiration of
such option, such option shall terminate on the earlier of such date of
expiration or one year following the date of such death or disability.  After
the death of the optionee, his/her executors, administrators or any person or
persons to whom his/her option may be transferred by will or by the laws of
descent and distribution, shall have the right, at any time prior to such
termination, to exercise the option to the extent the optionee was entitled to
exercise 

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such option immediately prior to his/her death. An optionee is permanently and
totally disabled if he/she is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to last for a continuous period of not less than 12
months; permanent and total disability shall be determined in accordance with
Section 22(e)(3) of the Code and the regulations issued thereunder.


SECTION 6.     TERMS OF THE OPTION AGREEMENTS
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     Each option agreement shall be in writing and shall contain such terms,
conditions, restrictions, if any, and provisions as the Committee shall from
time to time deem appropriate. Such provisions or conditions may include without
limitation restrictions on transfer, repurchase rights, or such other provisions
as shall be determined by the Committee; provided that such additional
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provisions shall not be inconsistent with any other term or condition of the
Plan.  The shares of stock issuable upon exercise of an option by any executive
officer, director or beneficial owner of more than ten percent of the Common
Stock of the Company may not be sold or transferred (except that such shares may
be issued upon exercise of such option) by such officer, director or beneficial
owner for a period of six months following the grant of such option.

     Option agreements need not be identical, but each option agreement by
appropriate language shall include the substance of all of the following
provisions:

     6.1  Expiration of Option.  Notwithstanding any other provision of the Plan
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or of any option agreement, each option shall expire on the date specified in
the option agreement or as specified in Section 5 of this Plan.

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     6.2    Exercise.  Each option may be exercised, so long as it is valid and
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outstanding, from time to time in part or as a whole, subject to any limitations
with respect to the number of shares for which the option may be exercised at a
particular time and to such other conditions as the Committee in its discretion
may specify upon granting the option.

     6.3    Purchase Price.  The purchase price per share under each option
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shall be determined by the Committee at the time the option is granted and shall
not be less than the fair market value of the Common Stock on the date of grant.

     6.4    Rights of Optionees.  No optionee shall be deemed for any purpose to
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be the owner of any shares of Common Stock subject to any option unless and
until the option shall have been exercised pursuant to the terms thereof, and
the Company shall have issued and delivered the shares to the optionee.

     6.5    Repurchase Right.  The Committee may in its discretion provide upon
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the grant of any option hereunder that the Company shall have an option to
repurchase upon such terms and conditions as determined by the Committee all or
any number of shares  purchased upon exercise of such option.  The repurchase
price per share payable by the Company shall be such amount or be determined by
such formula as is fixed by the Committee at the time the option for the shares
subject to repurchase is granted.  In the event the Committee shall grant
options subject to the Company's repurchase option, the certificates
representing the shares purchased pursuant to such option shall carry a legend
satisfactory to counsel for the Company referring to the Company's repurchase
option.

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SECTION 7.  METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE
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     7.1    Method of Exercise.  Any option granted under the Plan may be
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exercised by the optionee by delivering to the Company on any business day a
written notice specifying the number of shares of Common Stock the optionee then
desires to purchase and specifying the address to which the certificates for
such shares are to be mailed (the "Notice"), accompanied by payment for such
shares.

     7.2    Payment of Purchase Price.  Payment for the shares of Common Stock 
            -------------------------
purchased pursuant to the exercise of an option shall be made either by (i)
cash, certified check, bank draft or postal or express money order equal to the
option price for the number of shares specified in the Notice, or (ii) through
the delivery of shares of Common Stock (which in the case of shares acquired
from the Company, have been outstanding for at least six months) having a fair
market value on the last business day preceding the date of exercise equal to
the purchase price, or (iii) by delivery of an unconditional and irrevocable
undertaking by a broker to deliver promptly to the Company sufficient funds to
pay the exercise price, or (iv) if so permitted by the instrument evidencing the
Option or by the Board on or after grant of the Option, by delivery of a
promissory note of the Option holder to the Company, payable on such terms as
are specified by the Board, or (v) by any combination of the permissible forms
of payment.  As promptly as practicable after receipt of the Notice and
accompanying payment, the Company shall deliver to the optionee certificates for
the number of shares with respect to which such option has been so exercised,
issued in the optionee's name; provided, however, that such delivery shall be
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deemed effected for all purposes when the Company or a stock transfer agent of
the Company shall have deposited 

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such certificates in the United States mail, addressed to the optionee, at the
address specified in the Notice.

SECTION 8.  CHANGES IN COMPANY'S CAPITAL STRUCTURE
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     8.1    Rights of Company.  The existence of outstanding options shall not
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affect in any way the right or power of the Company or its stockholders to make
or authorize, without limitation, any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of Common
Stock, or any issue of bonds, debentures, preferred or prior preference stock or
other capital stock ahead of or affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.

     8.2    Recapitalization, Stock Splits and Dividends.  If the Company shall
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effect a subdivision or consolidation of shares or other capital readjustment,
the payment of a stock dividend, or other increase or reduction of the number of
shares of the Common Stock outstanding, in any such case without receiving
compensation therefor in money, services or property, then (i) the number,
class, and price per share of shares of stock subject to outstanding options
hereunder shall be appropriately adjusted in such a manner as to entitle an
optionee to receive upon exercise of an option, for the same aggregate cash
consideration, the same total number and class of shares as he or she would have
received as a result of the event requiring the adjustment had he or she
exercised his or her option in full immediately prior to such event; (ii) the
number and class of shares with respect to which options may be granted under
the Plan; 

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and (iii) the number and class of shares set forth in Section 3.3 shall be
adjusted by substituting for the total number of shares of Common Stock then
reserved for issuance under the Plan that number and class of shares of stock
that the owner of an equal number of outstanding shares of Common Stock would
own as the result of the event requiring the adjustment.

     8.3  Merger without Change of Control.  After a merger of one or more
          --------------------------------                                
corporations into the Company, or after a consolidation of the Company and one
or more corporations in which (i) the Company shall be the surviving
corporation, and (ii) the stockholders of the Company immediately prior to such
merger or consolidation own after such merger or consolidation shares
representing at least fifty percent of the voting power of the Company, each
holder of an outstanding option shall, at no additional cost, be entitled upon
exercise of such option to receive in lieu of the number of shares as to which
such option shall then be so exercisable, the number and class of shares of
stock or other securities to which such holder would have been entitled pursuant
to the terms of the agreement of merger or consolidation if, immediately prior
to such merger or consolidation, such holder had been the holder of record of a
number of shares of Common Stock equal to the number of shares for which such
option was exercisable.

     8.4  Sale or Merger with Change of Control.  If the Company is merged into
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or consolidated with another corporation under circumstances where the Company
is not the surviving corporation, or if there is a merger or consolidation where
the Company is the surviving corporation but the stockholders of the Company
immediately prior to such merger or consolidation do not own after such merger
or consolidation shares representing at least fifty percent of the voting power
of the Company, or if the Company is liquidated, or sells or otherwise 

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disposes of substantially all of its assets to another corporation while
unexercised options remain outstanding under the Plan, (i) subject to the
provisions of clause (iii) below, after the effective date of such merger,
consolidation, liquidation, sale or disposition, as the case may be, each holder
of an outstanding option shall be entitled, upon exercise of such option, to
receive, in lieu of shares of Common Stock, shares of such stock or other
securities, cash or property as the holders of shares of Common Stock received
pursuant to the terms of the merger, consolidation, liquidation, sale or
disposition; (ii) the Committee may accelerate the time for exercise of all
unexercised and unexpired options to and after a date prior to the effective
date of such merger, consolidation, liquidation, sale or disposition, as the
case may be, specified by the Committee; or (iii) all outstanding options may be
canceled by the Committee as of the effective date of any such merger,
consolidation, liquidation, sale or disposition provided that (x) notice of such
cancellation shall be given to each holder of an option and (y) each holder of
an option shall have the right to exercise such option to the extent that the
same is then exercisable or, if the Committee shall have accelerated the time
for exercise of all unexercised and unexpired options, in full during the 30-day
period preceding the effective date of such merger, consolidation, liquidation,
sale or disposition.

     8.5  Adjustments to Common Stock Subject to Options.  Except as
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hereinbefore expressly provided, the issue by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, for cash
or property, or for labor or services, either upon direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other

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securities, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock then subject to
outstanding options.

     8.6    Miscellaneous.  Adjustments under this Section 8 shall be determined
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by the Committee, and such determinations shall be conclusive.  No fractional
shares of Common Stock shall be issued under the Plan on account of any
adjustment specified above.

SECTION 9. GENERAL RESTRICTIONS
           ---------------------

     9.1   Investment Representations.  The Company may require any person to
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whom an option is granted, as a condition of exercising such option, to give
written assurances in substance and form satisfactory to the Company to the
effect that such person is acquiring the Common Stock subject to the option for
his or her own account for investment and not with any present intention of
selling or otherwise distributing the same, and to such other effects as the
Company deems necessary or appropriate in order to comply with federal and
applicable state securities laws.

     9.2   Compliance with Securities Laws.  The Company shall not be required
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to sell or issue any shares under any option if the issuance of such shares
shall constitute a violation by the optionee or by the Company of any provisions
of any law or regulation of any governmental authority. In addition, in
connection with the Securities Act of 1933, as now in effect or hereafter
amended (the "Act"), upon exercise of any option, the Company shall not be
required to issue such shares unless the Committee has received evidence
satisfactory to it to the effect that the holder of such option will not
transfer such shares except pursuant to a registration statement in effect under
such Act or unless an opinion of counsel satisfactory to the Company has been

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received by the Company to the effect that such registration is not required.
Any determination in this connection by the Committee shall be final, binding
and conclusive.  In the event the shares issuable on exercise of an option are
not registered under the Act, the Company may imprint upon any certificate
representing shares so issued the following legend or any other legend which
counsel for the Company considers necessary or advisable to comply with the Act
and with applicable state securities laws:

          The shares of stock represented by this certificate have not been
          registered under the Securities Act of 1933 or under the securities
          laws of any State and may not be sold or transferred except upon such
          registration or upon receipt by the Corporation of an opinion of
          counsel satisfactory to the Corporation, in form and substance
          satisfactory to the Corporation, that registration is not required for
          such sale or transfer.

     The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Act; and in the event any shares are
so registered the Company may remove any legend on certificates representing
such shares.  The Company shall not be obligated to take any other affirmative
action in  order to cause the exercise of an option or the issuance of shares
pursuant thereto to comply with any law or regulation of any governmental
authority.

     9.3  Employment Obligation.  The granting of any option shall not impose
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upon the Company any obligation to employ or continue to employ any optionee;
and the right of the Company to terminate the employment of any officer or other
employee shall not be diminished or affected by reason of the fact that an
option has been granted to him or her.

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SECTION 10.  AMENDMENT OR TERMINATION OF THE PLAN
             ------------------------------------
     The Board of Directors may modify, revise or terminate this Plan at any
time and from time to time.

SECTION 11.  NONEXCLUSIVITY OF THE PLAN
             --------------------------

     Neither the adoption of the Plan by the Board of Directors nor the
submission of the Plan to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board of Directors to
adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise than under the
Plan, and such arrangements may be either applicable generally or only in
specific cases.

SECTION 12.  EFFECTIVE DATE AND DURATION OF PLAN
             -----------------------------------

     The Plan shall become effective upon its adoption by the Board of
Directors.  No option may be granted under the Plan after the tenth anniversary
of the effective date.  The Plan shall terminate (i) when the total amount of
the Stock with respect to which options may be granted shall have been issued
upon the exercise of options or (ii) by action of the Board of Directors
pursuant to Section 10 hereof, whichever shall first occur.

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