<PAGE>

                                                                   EXHIBIT 10.32

       CERTIFICARE OF LOAN BALANCE

       Messrs Asyst Japan Kabushiki Kaisha


<TABLE>
<CAPTION>
Item                    Amount                  Note
                                                Payment
                                                received        March 31, Heisei 13 (2001)
-------------------------------------------------------------
<S>                     <C>                     <C>
Draft Loan              *300,000,000 yen               *0 yen   We certify that the
-------------------------------------------------------------   balance of the loan
Loan on Deeds                     ** yen               ** yen   secured under your name
-------------------------------------------------------------   is as shown at left.
Overdraft on a/c                  ** yen               ** yen
-------------------------------------------------------------
Loan on BA                        ** yen               ** yen   April 12, Heisei 13 (2001)
-------------------------------------------------------------   Sumitomo Mitui Banking
Commercial Loan                   ** yen               ** yen   Corporation   [Seal]
-------------------------------------------------------------   Shinjyuku Nishiguchi
Documentary draft                 ** yen               ** yen   Branch
-------------------------------------------------------------   Tel:03-3343-0412
Monthly installment               ** yen               ** yen
-------------------------------------------------------------
                                  ** yen               ** yen
-------------------------------------------------------------
                                  ** yen               ** yen
-------------------------------------------------------------
</TABLE>

Not valid if the amount is altered.
<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
No.       Promissory Note No.CM262745                                              Tokyo1301
-------                   -----------
<S>       <C>                                      <C>                             <C>
Revenue   Messrs The Sumitomo Bank Ltd.            Payment Date: yr  month day     0009-259
Stamp     Amount                                   Place of payment
          Three hundred million yen                Shinjyukuku Tokyo
          The above amount will be paid to the     Address of payment
          designated receiver in exchange with     The Sumitomo Bank Ltd.
          this promissory note                     Shinjyuku Nishiguchi Branch
          year        month          day
          Place        2-6-23 Shinyokohama,
                       Kitaku, Yokohamashi
          Address      Asyst Japan K.K.            [Seal]
          Drawer       Representative Director     Asyst Japan
                       Jyosui Nashimoto            K.K.[illegible]
                                                   Representative Director
                               02-1301-0009-289                            62745
---------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                        Agreement On Bank Transactions



                            The Sumitomo Bank, LTD.



Client:          Address:
<PAGE>

          Name:
                               Do not sign here

                       Name:

                       Title:

Bank:     The Sumitomo Bank, Ltd. (acting through its Branch Office with which
          the Client maintains an account (s)).

                               Do not sign here

                       By:

                       Name:

                       Title:


Each of the above-signed client (the "Client") and The Sumitomo Bank, Ltd. (the
"Bank") does hereby agree to be bound by the general terms and conditions set
forth in this Agreement on Bank Transactions (hereinafter referred to as "this
Agreement") with respect to any and all banking transactions that may hereafter
be made by and between them:


Article 1  (Scope of Application)

       (1) Unless otherwise agreed by and between the Client and the Bank, any
           and all banking transactions that may hereafter be made by and
           between them including but not limited to all loan transactions,
           whether evidenced by promissory notes or other evidence of
           indebtedness, notes and bills discount transactions, overdraft
           transactions, bank acceptance transactions, foreign exchange
           transactions and financial derivatives transactions shall be
           invariably subject to and governed by the terms and conditions set
           forth in this Agreement.
       (2) Without prejudice to the generality of the foregoing, in the event
           the Client acts as a guarantor or surety for any third party with
           respect to any banking transaction which the Bank may make with that
           third party, it shall be deemed to constitute a banking transaction
           between the Client and the Bank for all purposes of this Agreement.
       (3) The Client hereby expressly agrees to comply with and to be bound by
           the terms and conditions set forth herein with respect to any and all
           obligations he may have under or guaranteed by the Client which may
           come into the Bank's possession through any transactions with a third
           party or parties and the performance of his obligations thereunder.
<PAGE>

       (4) The Client hereby also expressly agrees that the terms and conditions
           set forth herein shall apply invariably to any and all banking
           transactions that he may make with the Bank, whether with its head
           office or any of its branch offices.


Article 2  (Interest and Default Interest)

       (1) The rate at which interest, discount charges, guarantee fees,
           handling fees, liquidation charges payable by or refundable to the
           Client under or with respect to any banking transaction with the Bank
           shall accrue or the amount thereof determined and the method and
           date(s) of payment shall be determined from time to time by mutual
           agreement between the parties hereto; provided that either party
           hereto may, in case of a change in the financial market conditions or
           where he or it has just reason to do so, propose to the other that
           such rate, method and/or date(s) be re-negotiated with the view to
           adjusting the same to a level generally considered reasonable under
           the circumstances.
       (2) The Client agrees that in the event he fails to pay the Bank any
           amount which he owes the Bank on its due date, he shall pay the Bank
           default interest on the overdue amount, which default interest shall
           accrue from day to day at the rate of 14% per annum based on a year
           of 365 days until full payment by the Client of the overdue amount.


Article 3  (Security and Collateral)

       (1) The Client agrees that if any of the following events occurs at any
           time, he shall, upon the Bank's request, promptly furnish or cause to
           be furnished to the Bank such security, collateral and/or
           guarantor(s) or such additional security, collateral and/or
           guarantor(s) as may be reasonably satisfactory to the Bank:
           (i)  In the event the security or collateral previously furnished by
                or for the Client to the Bank is damaged, destroyed or lost or
                otherwise its market value decreased due to any cause whatsoever
                other than a fault on the part of the Bank; or
           (ii) In the event any of the Events of Default mentioned in Article
                5(1) or 5(2) hereof occurs with respect to any of the Client's
                guarantors.
       (2) The Client further agrees that if the Bank finds at any time that it
           has objective reason to do so for the protection of any of the
           claims, rights and interests which 8it may have against the Client
           and, based on such finding, gives the Client written notice
           disclosing the Bank's reasoning and requesting the Client to take any
           of the actions set forth in Article 3(1), he shall also comply with
           such request within the reasonable period specifi4ed in such notice.

Article 4  (Disposition of Security and Collateral)
<PAGE>

       (1) In the event the Client fails to pay the Bank any amount which he
           owes the Bank on its due date, the Bank may enforce the security
           interest it has in or over any of the property or assets furnished to
           it by or for the Client hereunder or any part thereof, sell or
           otherwise dispose of the same in accordance with the applicable
           statutory procedures or in such other manner and at such time, for
           such price and under such other terms and conditions as the Bank may
           consider reasonably proper and apply the proceeds realized therefrom
           less the costs of such enforcement, sale or disposition to the
           payment of any and all amounts which the Client then owes the Bank,
           the statutory priority order of application, if any, notwithstanding.
           The Client agrees that if any amount still remains unpaid and
           outstanding after such application, he shall promptly pay the same to
           the Bank. The Bank agrees that if after such application any excess
           portion of such net proceeds remains in its hand, it shall promptly
           pay the same to the person entitled thereto.
       (2) In the event the Client fails to pay the Bank any amount which he
           owes the Bank on its due date, the Bank may also take the actions
           mentioned in Article 4(1) above or any of them with respect to any of
           the Client's movable assets, bills, notes or other securities which
           are for the time being in its possession.


Article 5  (Events of Default and Acceleration)

       (1) The Client agrees that in case where any of the following Events of
           Default occurs at any time with respect to him, any and all amounts
           which he may then owe the Bank shall immediately become due and
           payable by acceleration without any notice or demand from the Bank,
           and he shall promptly pay the same to the Bank:
           (i)   In the event the Client suspends payment in general or a
                 petition for his bankruptcy, civil rehabilitation, corporate
                 reorganization or arrangement or special liquidation is filed
                 by or against him;
           (ii)  In the event he is disqualified by any clearing house (tegata
                 koukanjo) to deal in or with notes or bills; and
           (iii) In the event an order or notice of garnishment or attachment,
                 is dispatched to the Bank at any time with respect to any of
                 his and/or any of his guarantors' deposits with the Bank and/or
                 any amount which the Bank then owes the Client or any of his
                 guarantors.
       (2) The Client further agrees that in case where any of the following
           Events of Default occurs at any time with respect to him, any and all
           amounts which he may then owe the Bank shall, upon the Bank's demand,
           immediately become due and payable by acceleration and he shall
           promptly pay the same to the Bank:
           (i)   In the event he fails to pay any amount which he owes the Bank
                 when it is due;
           (ii)  In the event any property furnished to the Bank as security or
                 collateral by or for him becomes subject to an order of
                 garnishment or attachment, or public auction procedures are
                 commenced in respect thereof;
           (iii) In the event he breaches any of the terms and conditions hereof
                 between the parties hereto; and
<PAGE>

           (iv)  In the event the Bank has objective reason to believe that it
                 is otherwise compelled to declare such acceleration for the
                 protection of any of the claims, rights and interests which it
                 may have against the Client.
       (3) The Client still further agrees that in the event any of the notices
           or demands mentioned above given or made to make any mount owed by
           him to the Bank immediately due and payable by acceleration is
           delayed in delivery or fails to reach its intended recipient due to
           any fault on his part including but not limited to his failure to
           inform the Bank of his new address in a timely manner, such amount
           shall become immediately due and payable by acceleration when such
           notice or demand would have reached its intended recipient in the
           ordinary course.


Article 6  (Repurchase of Discounted Bills and Notes)

       (1) The client agrees that in case where any of the Events of Default
           mentioned in Article 5(1) hereof occurs with respect to him at any
           time, then he shall promptly buy back from the Bank any and all notes
           and bills which he has had discounted by the Bank and which still
           remain outstanding then at their respective face value and fully pay
           their purchase price to the Bank without any notice or demand from
           the Bank, and that in case where the drawer or acceptor of any note
           or bill, as the case may be, which he has had discounted by the Bank
           fails to pay any amount payable thereunder on its due date or any of
           the Events of Default mentioned in Article 5(1) hereof occurs with
           respect to such drawer or acceptor then he shall promptly buy back
           from the Bank such note and bill at its face value and fully pay its
           purchase price to the Bank in cash without any notice of demand from
           the Bank.


       (2) In addition to the foregoing, in the event the Bank at any time has
           objective reason to believe that it is otherwise compelled to do so
           for the protection of any of the claims, rights and interests which
           it may have under or with respect to any outstanding notes or bills
           discounted by the Bank at the request of the Client and on that basis
           requests that the Client promptly buy back from the bank all or any
           of such notes and bills at their respective face value and fully pay
           their purchase price to the bank in cash, then he shall promptly
           comply with such request. The Client agrees that in the event any
           such request made by the Bank is delayed in delivery or fails to
           reach the Client due to any fault on his part of the nature mentioned
           in Article 5(3) above, his repurchase obligations with respect to any
           relevant notes and bills shall become due and payable when such
           request would have reached him in the ordinary course.


       (3) Unless and until the Client fully performs his repurchase and payment
           obligations under Articles 6(1) and 6(2) above with respect to any
           note or bill which he has had discounted by the Bank and which still
           remains outstanding, the Bank may exercise
<PAGE>

           and enforce any and all rights, claims and interests that it may have
           as the holder in due course of such note or bill.

       (4) The Client agrees that be shall still buy back from the Bank any
           notes and bills which he is obliged to buy back from the Bank
           hereunder at their respective face value and fully pay their purchase
           price to the Bank, notwithstanding the fact that such notes or bills
           become null and void due to any failure included therein in the
           compliance with any of the applicable statutory requirements and/or
           any harmful entry made therein or that the obligations represented
           thereby become unenforceable due to any failure in the course of
           protecting the rights, claims and interests of the beneficiaries
           thereunder.


Article 7  (Setoff by the Bank)


       (1) In the event the Client is required to pay any amount to the Bank at
           any time, whether on its agreed due date or as a result of
           acceleration, as a result of his obligation to buy back any
           discounted note or bill or otherwise, the Bank may, at its option,
           set off at any time thereafter any amount which it then owes the
           Client whether in the form of outstanding deposit or otherwise or
           whether the same is then due and payable or not, against the first-
           mentioned amount in their equal amounts.

       (2) In the event the Bank is entitled at any time to set off any sum
           which the Client may then owe the Bank against any portion of the
           credit balance of the Client's account with the Bank pursuant to
           Article 7(1) above, it may, at its option, withdraw, and the Client
           hereby authorizes and empowers the Bank to withdraw on his behalf, an
           amount equal to such sum from the Client's account and apply the same
           for the payment of such sum on behalf of the Client instead of
           exercising its right of setoff.

       (3) In the event the Bank at any time sets off any amount which it owes
           the Client against any sum due and payable by the Client to the Bank
           or withdraws any amount from the Client's account to pay such sum
           pursuant to Article 7(1) or 7(2), interest, discount charges, fees
           including but not limited to guarantee fees and handling fees,
           default interests, liquidation charges, on or with respect to such
           amount or sum shall continue to accrue until the date o which the
           Bank makes actual calculations for such setoff or withdrawal
           purposes. Such interest, discount charges, guarantee fees, default
           interests, liquidation charges, if payable thereon, shall continue to
           accrue at such reasonable rates as the Bank may then specify in the
           absence of any agreement between the parties hereto with respect
           thereto. For the purpose of converting any amount expressed in one
           currency to

<PAGE>

           another for such setoff or withdrawal purposes, the foreign exchange
           rate between the two currencies involved quoted by the Bank on such
           calculation day shall apply.


Article 8  (Setoff by the Client

       (1) The Client may, at any time at its option, use all or any part of any
           of its deposits with the Bank which are then due and repayable or any
           other receivable from the Bank then due and payable to set off any
           sum which he may then owe the Bank in their equal amounts, whether
           such sum is the due and payable or not, unless he is prohibited by
           his agreement with the Bank from making any optional prepayment with
           respect to such sum.

       (2) In the event the Client at any time desires to exercise his right of
           setoff under Article 8(1) above to set off the amount payable by it
           under any note or bill which he has had discounted by the Bank at any
           time before its maturity date, he may do so by assuming the
           obligation to buy such note or bill back from the Bank at its face
           value; provided that the Bank shall not have negotiated such note or
           bill to any third party by that time.

       (3) When the Client at any time sets off any amount which he owes the
           Bank against all or any part of any of its deposits with the Bank
           which are then due and repayable or any other receivable from the
           Bank then due and payable in their equal amounts pursuant to Article
           8(1) or 8(2) above, he shall give the Bank written notice to that
           effect and promptly present to the Bank the relevant deposit
           certificate, other evidence of the Bank's indebtedness and/or
           passbook of his account with the Bank.

       (4) In the event the Client at any time sets off any amount which he owes
           the Bank against any sum due and payable by the Bank to the Client,
           interest, discount charges, default interests, premiums, collection
           charges and liquidation charges, if payable, on or with respect to
           such amount or sum, shall continue to accrue until the date of
           receipt by the Bank of the Client's notice of setoff. Such interest,
           discount charges, and handling fees, if payable thereon, shall
           continue to accrue at such reasonable rates as the Bank may then
           specify in the absence of any agreement between the parties hereto
           with respect thereto. It is agreed that for the purpose of converting
           any amount expressed in one currency to another for such setoff
           purposes, the foreign exchange rate between the two currencies
           involved quoted by the Bank on the date which the Bank makes actual
           calculations for such setoff purposes.



Article 9  (Options Available to the Bank)
<PAGE>

        In the event any amount which the Client owes the Bank is evidenced by a
        note or bill, the Bank may, at its option, enforce the rights, which it
        may have against the Client with respect to such amount either in its
        capacity as a creditor of the Client's or the holder in due course of
        such note or bill or both to collect, recover or set off such amount.


Article 10  (Presentment and Delivery of Bills and Notes)

        (1) In the event the Bank chooses to use any amount which the Client
            owes it and which is evidenced by a note or bill in its capacity not
            as the holder in due course of such note or bill but in its capacity
            as a creditor of the Client's to effectuate setoff or deduct any
            amount which it then owes the Client pursuant to Article 7, it shall
            not be required to return the note or bill to him concurrently with
            such setoff.

        (2) In the event the Client is entitled to request of the Bank return of
            any note or bill as a result of any setoff or withdrawal effected
            pursuant to Article 7 or 8, the Client shall visit the Bank to take
            such note or bill back from the Bank; provided that if such note or
            bill has not yet become due and payable, the Bank may retain the
            same in its possession to collect the amount payable thereunder at
            its maturity without returning the same to him.

        (3) In the event the Bank chooses to use any amount which the Client
            owes it and which is evidenced by a note or bill in its capacity as
            the holder in due course of such note or bill to set off or deduct
            any amount which it then owes the Client pursuant to Article 7, it
            shall not be required to present or deliver to him such note or
            bill, if (i) the Bank does not know his whereabouts; (ii) the Client
            has designated any of the Bank's offices as the place of payment of
            such note or bill; (iii) it has objective reason to believe that it
            is practically difficult to and deliver such note or bill back to
            him; or (iv) it has other justifiable reason to omit its presentment
            or delivery to him.

        (4) In the event the Client, at any time after any setoff or deduction
            pursuant to Article 7 or 8, still owes the Bank any amount which is
            immediately due and payable, if there still remains in the
            possession of the Bank any note or bill which would have otherwise
            been returned and released to the Client has any other person or
            entity who could otherwise been held liable thereunder in addition
            to the Client, then any Bank may retain such note or bill in its
            possession and handle and dispose of the same in accordance with
            Article 4.


Article 11   (Designation by the Bank of Order of Application)
<PAGE>

        In the event it is found at the time of any payment by the Client or any
        setoff or deduction made pursuant to Article 7 that any sum paid by the
        Client is insufficient to fully pay off any and all amounts which the
        Client then owes the Bank, the Bank may apply such sum or credit balance
        for the payment of such amounts or any portion thereof in such
        application order as it may consider appropriate under the
        circumstances, and the Client shall raise no objections whatsoever to
        such application; provided that the Bank shall give the Client written
        notice of such application promptly thereafter.


Article 12  (Designation by the Client of Order of Application)

        (1) If it is found at the time of any setoff made by the Client pursuant
            to Article 8 that the then current credit balance of the Client's
            account with the Bank is insufficient to fully pay off any and all
            amounts which the Client then owes the Bank, the Client may, at his
            option, designate by written notice to the Bank, the order in which
            to apply such credit balance for the payment of such amounts or any
            portion thereof.

        (2) In case of absence of such designation, the Bank may, by written
            notice to the Client, apply such credit balance for the payment of
            the amounts which the Client then owes the Bank or any portion
            thereof in such application order as it may consider appropriate
            under the circumstances and specify in such notice, and the Client
            shall raise no objections whatsoever to such application.

        (3) To Article 12(1) above, the Bank may, if it find that compliance
            with such designation may cause any difficulty in the course of
            protection of the rights, claims and interests which it may have
            against the Client, then it shall promptly notify the Client of its
            objection thereto in writing and thereupon may apply available funds
            or credit balance for the payment of the amounts which he then owes
            the Bank or any part thereof in such order of application as it may
            consider appropriate in view of all the relevant factors including
            but not limited to the quality and value of the assets, if any,
            furnished to it as security or collateral by or for the Client, the
            quality of the guarantors furnished to it by him, if any, the
            liquidity of such security or collateral, their due dates and
            prospects for the discounted notes and bills being fully honored on
            their respective due dates.

        (4) The Bank may, when making any application pursuant to Article 12(2)
            or 12(3) above at any time, assume for such application purposes
            that any and all amounts which the Client then owes the Bank but
            which have not yet become due and payable have nevertheless become
            immediately due and payable by acceleration and that with respect to
            those outstanding notes and bills which the Bank shall have
            discounted or accepted for the Client by that time the Client has
            irrevocably and unconditionally undertaken to repurchase them or
            make himself subject to the Bank's right of recourse with respect
            thereto, should they fail to be honored when due, and the Bank may
<PAGE>

            effectuate such application in such order of application as it may
            consider appropriate under the circumstances.


Article 13  (Risks and Indemnification)

        (1) The Client agrees that in the event any notes or bills drawn,
            endorsed, accepted, or guaranteed by the Client or any other
            instruments executed by him for submission or presentation to the
            Bank are lost, destroyed, damaged or delayed in arrival due to any
            unavoidable circumstances such as, incidents, calamities, accidents
            during transit, he shall pay any and all amounts payable by it
            thereunder based on the relevant entries maintained in the Bank's
            records including but not limited to its books of account and
            vouchers, that he shall, upon the Bank's request, promptly execute
            and deliver to the Bank substitute notes, bills or instruments and
            that any and all risks of loss or damage with respect to the
            foregoing shall always rest with him except those caused by any
            fault on the part of the Bank.

        (2) The Client agrees that any and all risks of loss or damage caused by
            any of the unavoidable circumstances mentioned in Article 13(1)
            above to any of the property and assets provided by or for him to
            the Bank as security or collateral shall always rest with him except
            those caused by any fault on the part of the Bank.

        (3) The Client expressly agrees that the Bank may rely on, when
            executing any banking transaction with or for him, any and all
            notes, bills and other instruments that may be purportedly made,
            drawn, executed or accepted by or for the Client, if the Bank is
            reasonably satisfied, upon comparison with reasonable care his seal
            or signature affixed thereto with his authorized seal or signature
            appearing on the up-to-date authorized seal or signature card
            submitted by him to and in the possession of the Bank, that his seal
            or signature thereunto affixed is his genuine authorized seal or
            signature; that he shall indemnify and hold the Bank harmless from
            and against any and all losses and damage resulting out of any
            forgery or any unauthorized use of his seal or signature or other
            irregularity involved in such notes, bills, or instruments
            notwithstanding; and that he shall remain to be bound by its
            obligations under such notes, bills and instruments in accordance
            with the terms and conditions thereof written or printed thereon.

        (4) The Client shall be fully and solely liable for any and all costs
            and expenses that may be incurred by or for the Bank for the
            enforcement or protection of any of the rights, claims and interests
            which the Bank may have against the Client hereunder, enforcement or
            disposition of any of the property or assets provided by or for him
            to the Bank as security or collateral hereunder or those incurred by
            the Bank for helping the Client protect any of his own rights,
            claims and interests.

Article 14  (Subsequent Changes in Registered Matters)
<PAGE>

        (1) The Client agrees that when there arises any change in any of the
            matters previously registered or notified to or with the Bank
            hereunder including but not limited to his authorized seal or
            signature, name, corporate name, the name of his representative
            officer or any of his authorized signatories and his address, he
            shall promptly notify the Bank of such change in writing.

        (2) If any notice or other communication issued or sent by the Bank
            hereunder to the Client shall have been delayed in delivery or
            failed to reach him because of any failure on his part including but
            not limited to his failure to notify the Bank of any such change in
            a timely manner, the same shall nevertheless be deemed to have
            reached him at the time when the same would have otherwise reached
            in the ordinary course of mail.


Article 15  (Reporting and Investigation)

        (1) The Client agrees that he shall periodically furnish copies of his
            latest financial statements such as but without limitation balance
            sheets and income statements.
        (2) The Client agrees that he shall, from time to time upon the Bank's
            request, furnish or render the Bank with such documents, reports,
            services and/or facilities as may be consider reasonably necessary
            to enable it to check his financial position, operational conditions
            and his business performance.
        (3) The Client agrees that in the event there arises any substantially
            adverse change in his financial position, operational conditions
            and/or business performance, he shall promptly notify the Bank
            thereof.


Article 16  (Termination)

        As long as the Client owes the Bank no outstanding amount of any kind
        whatsoever hereunder any more, then he may terminate this Agreement
        effective immediately by giving the Bank written notice to that effect.


Article 17  (Court of Competent Jurisdiction and Governing Laws)

        (1) This Agreement and any and all transactions made or contemplated
            hereunder shall be governed by and construed in accordance with the
            laws of Japan.
        (2) Any court having jurisdiction over the place where the Bank's head
            office or its particular branch office whose name is first above
            written is from time to time located shall have the jurisdiction
            over any and all legal proceedings that may become necessary to
            solve any and all disputes arising out of or in connection with any
            transactions made or contemplated hereunder.

N.B.
<PAGE>

        1. In this Agreement, words importing the singular number only shall
           include the plural number, and vice versa; words importing masculine
           gender only shall include the feminine gender; and words importing
           persons shall include corporations; and
        2. This translation is for the convenience purpose only, and, therefore,
           in case of any discrepancy or conflict between the original Japanese
           text of this Agreement and this translation, the former shall always
           prevail.

                              Letter of Guarantee



                                                   Dated:_______________________


To:  Messrs. The Sumitomo Bank, Limited

Borrower:     (Name of the Corporation)

              Asyst Japan, Inc.
              -----------------
              (Address)

              Kaneko Dai - 2 Bldg., 2-6-23 Shin-Yokohama, Kohoku-ku Yokohama-shi
              ------------------------------------------------------------------
              Kanagawa 222-0033
              -------------------------------------------
              (By)                (Title)

              Takezumi Nashiki, Representative Director
              -----------------------------------------
              (Signature)


              -------------------------------------


Guarantor:    (Name of the Corporation)

              Asyst Technologies, Inc.
              ------------------------
              (Address)

              48761 Kato Road, Fremont, CA 94538
              -----------------------------------
              (By)                (Title)

              Douglas McCutcheon
              -----------------------
              (Signature)

              /s/ Douglas McCutcheon
              -----------------------

I/We, the above-signed guarantor (hereinafter referred to as the "Guarantor")
hereby guarantee to the Bank, jointly and severally with the above-signed
borrower (hereinafter referred to as the "Borrower"), the full and punctual
payment when due of any and all accounts that the Borrower now owes or may
hereafter owe to the Bank under any transaction and/or contracts that the
Borrower has heretofore made or may hereafter make with the Bank, and the
complete observance, fulfillment and performance by the Borrower of all of the
other obligations on its part to be observed, fulfilled or performed thereunder,
all pursuant to the terms and conditions set forth in this Guaranty and in the
Agreement on Bank Transactions ("ABT") between the

Borrower and the Bank dated November 13, 2000, as from time to time amended,
                            -----------------
which are all incorporated herein by this reference and shall constitute an
integral part hereof.


Article 1.  The Guarantor's liability hereunder shall not at any time exceed Yen
Three Hundred Million (Yen 300,000,000)
---------------------------------------

Article 2.  This Guaranty shall remain in full force and affect until and
including December 31, 2001. Without limiting the generality of the foregoing,
          -----------------
this Guaranty shall cover any and all amounts that the Borrower now owes or may,
at any time on or before such date, owe to the Bank under any transactions
and/or contracts made by and between the Borrower and the Bank at any time
before or after the date hereof. It is expressly agreed that this Guaranty shall
also cover, subject to the limitation of the Guarantor's liability hereunder set
forth in Article 1 hereof, any and all interest, default interest and other
charges that may incur on or with respect to the principal of the amounts
covered by this Guaranty.

Article 3.  The Guarantor agrees that it shall not in any way be released from
any of his obligations under this Guaranty if the Bank, at any time at its sole
discretion, permits any change to be made to or release any of the collateral
and/or guarantees provided by the Borrower or any third party hereunder.

Article 4.  The Guarantor agrees that it shall not be entitled to claim that
set-off be made between any amount which the Borrower may owe to the Bank and
any amounts which the Borrower may have on deposit or account with the Bank.

Article 5.  The Guarantor agrees that it shall not be entitled to exercise any
right of subrogation which it may acquire due to its payment of any or all of
the Borrower's obligations without the Bank's prior consent as long as the
Borrower continues to deal with the Bank and that in the event the Guarantor is
so requested by the Bank at any time during the term hereof, the Guarantor shall
assign to the Bank free of charge any right, lien and/or priority to which it
may be entitled against the Borrower or any of its assets.

Article 6.

6.1  The Guarantor agrees and acknowledges that no other guaranty, if any,
provided by the Guarantor to the Bank with respect to any other obligation of
the Borrower to the Bank under any other contract or agreement shall in any way
be affected by this Guaranty, and that if, at the time of execution and delivery
of this Guaranty, any other guaranty in the form of limited guaranty shall have
already been provided to the Bank by the Guarantor in connection with any
transaction made or contemplated between the Borrower and the Bank, the amount
covered by this Guaranty shall not be deemed to be a party of, but be deemed in
addition to such limited guaranty for the purpose of such limited guaranty.

6.2  The Guarantor further agrees and acknowledges that the same shall apply in
case where the Guarantor provides any other or further guaranty to the Bank at
any time in the future in connection with any transaction made or contemplated
between the Bank and the Borrower.

(All questions that may arise within or without courts of law in regard to the
meaning of the words, provisions and stipulations of this Guarantee shall be
decided in accordance with the Japanese text.)