<PAGE>
                                                                   EXHIBIT 10.39



                             SHAREHOLDERS AGREEMENT



                            THE 24TH DAY OF MAY, 2002






                            SHINKO ELECTRIC CO., LTD.



                                ASYST JAPAN INC.



<PAGE>

                                    CONTENTS


<TABLE>
<S>     <C>                                                                             <C>
1.      INTERPRETATION                                                                   1

        1.1    Definitions                                                               1
        1.2    Rules for interpreting this Agreement                                     7
        1.3    Business Days                                                             8

2.      CONDITION PRECEDENT AND ESTABLISHMENT OF THE COMPANY                             8

        2.1    Condition Precedent to Agreement                                          8
        2.2    Purpose of Company                                                        8
        2.3    Structure, Location and Name of Company                                   8
        2.4    Prior Establishment of Company                                            9
        2.5    This Agreement to prevail                                                 9
        2.6    Name of Company and Intangible Property Rights                            9
        2.7    Obligations on Commencement Date                                          9
        2.8    Restraint                                                                 9
        2.9    No partnership or agency                                                 11

3.      THE BOARD                                                                       11

        3.1    Appointment of Directors                                                 11
        3.2    Representative Directors, Chairman and President                         12
        3.3    Board Quorum and Voting majorities                                       12
        3.4    Voting Rights                                                            14
        3.5    Board Meetings, Notices Agendas                                          14

4.      SHAREHOLDERS                                                                    14

        4.1    Shareholders' Meetings                                                   14
        4.2    Shareholders' Meeting Quorum                                             15
        4.3    Matters Requiring a Special Majority                                     15
        4.4    Shareholders to ensure Board performance                                 16

5.      MANAGEMENT OF THE COMPANY                                                       16

        5.1    Board                                                                    16
        5.2    Independent Accounting Auditor                                           16
        5.3    Statutory Auditors                                                       16
        5.4    Access to Books and Records                                              16
        5.5    Accounting Records and Accounting Policies                               16
        5.6    Language of Records                                                      17
        5.7    Business Plan and Budget                                                 17
        5.8    Language of Meetings and Notices                                         18

6.      DIVIDEND POLICY                                                                 18

        6.1    Dividends                                                                18
</TABLE>


<PAGE>

<TABLE>
<S>     <C>                                                                             <C>
        6.2    Reserves                                                                 18
        6.3    Payment of Dividends                                                     18

7.      FINANCIAL SUPPORT                                                               18

        7.1    Independence of Company                                                  18
        7.2    Requirement to Provide Financial Support                                 19
        7.3    Indemnities                                                              19

8.      BUSINESS OPERATION ISSUES                                                       20

        8.1    Consent by the Parties Concerning Business Operations                    20
        8.2    Product Name                                                             20
        8.3    Provision of Goods and Services by Shinko Electric and Shinko Electric
               Related Companies                                                        20
        8.4    Other Agreements between the Parties and the Company and Other
               Obligations of Shinko Electric                                           22

9.      ISSUE OF SHARES                                                                 23

        9.1    Pre-emptive rights and Take-Outs                                         23
        9.2    Assumption of Transaction Documents                                      23

10.     TRANSFER OF SHARES                                                              23

        10.1   Rules for transfer of Shares                                             23
        10.2   Notice on Share certificates                                             24
        10.3   Prohibition on Transfer                                                  24
        10.4   Permitted transfers                                                      24
        10.5   Transfer Notice                                                          24
        10.6   Request for Consent                                                      25
        10.7   Response by Shareholders                                                 25
        10.8   Exercise of Right of First Refusal                                       25
        10.9   Sale if shares not disposed of                                           26
        10.10  Tag-Along Sale                                                           27

11.     DEFAULT                                                                         27

        11.1   Events of Default                                                        27
        11.2   Notice of Event of Default                                               28
        11.3   Termination of Defaulting Shareholder's Rights                           28
        11.4   Right to buy Defaulting Shareholder's Shares                             28
        11.5   Completion                                                               30
        11.6   Winding-Up of the Company                                                30
        11.7   Amount due on completion                                                 30
</TABLE>



<PAGE>

<TABLE>
<S>     <C>                                                                             <C>
12.     DEADLOCK                                                                        31


13.     REPRESENTATIONS AND WARRANTIES                                                  32


14.     TERMINATION                                                                     34

        14.1   Termination of agreement                                                 34
        14.2   Consequences of termination                                              34
        14.3   Clauses surviving termination                                            34

15.     DISPUTE RESOLUTION                                                              34

        15.1   Dispute                                                                  34
        15.2   Negotiation                                                              34
        15.3   Further procedure                                                        35
        15.4   Costs of Dispute Resolution                                              35
        15.5   Continuing Obligations                                                   35

16.     CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS                                        35

        16.1   Confidentiality Information Falling under Confidential Information       35
        16.2   Treatment of Confidential Information                                    36
        16.3   Return of Confidential Information                                       36
        16.4   Exceptions                                                               37
        16.5   Others                                                                   37

17.     NOTICES                                                                         37


18.     AMENDMENT AND ASSIGNMENT                                                        38

        18.1   Amendment                                                                38
        18.2   Assignment                                                               38

19.     INDEMNIFICATION                                                                 38

        19.1   General Indemnity                                                        38
        19.2   No Double Claim                                                          39

20.     GENERAL                                                                         39

        20.1   Governing law                                                            39
        20.2   Language                                                                 39
        20.3   Liability for expenses                                                   39
        20.4   Giving effect to this Agreement                                          39
        20.5   Waiver of rights                                                         39
        20.6   Operation of this Agreement                                              39
        20.7   Operation of indemnities                                                 40
        20.8   Consents                                                                 40
        20.9   Exclusion of contrary legislation                                        40
        20.10  Counterparts                                                             40
</TABLE>



<PAGE>

<TABLE>
<S>     <C>                                                                             <C>
        20.11  Attorneys                                                                40
</TABLE>



<PAGE>

                             SHAREHOLDERS AGREEMENT

DATE: May 24, 2002

PARTIES

        SHINKO ELECTRIC CO., LTD., a corporation organized and existing under
        the laws of Japan and having its registered principal office at 2-14,
        Toyo 7-Chome, Koto-ku, Tokyo ("SHINKO ELECTRIC")

        ASYST JAPAN INC., a corporation organized and existing under the laws of
        Japan and having its registered principal office at Kaneko Dai-2
        Building, 7th Floor, 6-23, Shin-Yokohama 2-Chome, Kohoku-ku,
        Yokohama-shi, Kanagawa("ASYST JAPAN")

RECITALS

A.      WHEREAS, Shinko Electric, amongst other businesses, carries on a
        semiconductor and liquid crystal materials conveyance system business in
        Japan and overseas (the "BUSINESS").

B.      WHEREAS, Shinko Electric and Asyst Japan have been discussing the
        possibility of jointly carrying on the Business.

C.      WHEREAS, pursuant to such discussions, Shinko Electric and Asyst Japan
        have agreed that Shinko Electric shall transfer the Business by way of
        corporate separation to a newly created company to be fully owned by
        Shinko Electric, and thereafter, Asyst Japan shall purchase a portion of
        the shares of the newly created company from Shinko Electric (the
        "PROPOSAL").

D.      WHEREAS, on April 16, 2002, Shinko Electric and Asyst Japan entered into
        a certain basic agreement (the "BASIC AGREEMENT") under which they set
        out their mutual understanding in relation to the Proposal.

E.      WHEREAS, the Parties desire to set forth herein their agreement
        regarding matters relating to the governance, auditing, transfer
        restrictions, additional capital contributions, deadlock, the management
        and operation of the newly created Company referred to in RECITAL C
        above and the respective rights and responsibilities, etc. of the
        Parties in connection therewith.

NOW, therefore, the Parties hereto agree as follows:

OPERATIVE PROVISIONS

1.      INTERPRETATION

1.1     DEFINITIONS

        The following definitions apply in this Agreement, except where the
        content makes it clear that they should be otherwise interpreted.

        "ACCOUNTING AUDITOR ("KAIKEI KANSANIN")" shall have the meaning
        prescribed to it under CLAUSE 5.2.



<PAGE>

        "ACCOUNTING PACKAGE ("KAIKEI PAKKEIJI")" shall mean the accounting
        packages in compliance with the U.S. GAAP in relation to the Company or
        the company group to which the Company belongs.

        "APPLICABLE LAW ("TEKIYO HOREI")" means, as to any Person, any statute,
        law, rule, regulation, directive, treaty, judgment, order, decree or
        injunction of any Governmental Authority (including any auditing
        organization of the U.S. Securities and Exchange Commission, etc., or
        any relevant securities exchange) and all matters related thereto,
        regardless of place of enactment, that is applicable to or binding upon
        such Person or any of its properties.

        "ARTICLES OF INCORPORATION ("TEIKAN")" means the articles of
        incorporation of the Company, which are attached to the corporate
        separation plan.

        "ASYST DIRECTOR ("ASHISUTO TORISHIMARIYAKU")" shall mean a director
        appointed by Asyst Japan pursuant to CLAUSE 3.1(a).

        "BASIC AGREEMENT ("KIHON KEIYAKU")" means the agreement referred to in
        RECITAL D.

        "BID ("NYUSATSU")" shall have the meaning prescribed to it under CLAUSE
        12(d).

        "BOARD ("TORISHIMARIYAKUKAI")" means the board of directors of the
        Company.

        "BRAND NAME ("HONKEN SHOHYO")" means the brand name "Shinko" and the
        brand name "System Power Mark" referred to in CLAUSE 8.2(a).

        "BRAND NAME LICENSE AGREEMENT ("SHOHYO SHIYO KYODAKU KEIYAKU")" means
        the license agreement among the Company, Shinko Electric and Kobe Steel
        entered into on or before the Transfer Date, under which Kobe Steel
        consents to the use of the Brand Name by the Company on a royalty free
        basis.

        "BUSINESS ("HONKEN JIGYO")" means the business concerning semiconductor
        wafers and liquid crystal glass-board conveyance system, to be
        transferred to the Company by Shinko Electric pursuant to the Corporate
        Separation Plan, and to thereafter be carried on by the Company.

        "BUSINESS DAY ("EIGYOBI")" means a day that is not a Saturday, Sunday or
        public holiday in Tokyo, Japan, and also excluding 31 December, 2
        January and 3 January.

        "BUSINESS PLAN AND BUDGET ("JIGYO KEIKAKU OYOBI YOSAN")" means the
        business plan and budget for the business plan adopted by the Company in
        accordance with CLAUSE 5.7.

        "CALL OPTION NOTICE ("KOORU OPUSHON TSUCHI")" shall have the meaning
        prescribed to it under CLAUSE 11.4(c).

        "CFO ("SAIKO ZAIMUSEKININSHA")" shall have the meaning prescribed to it
        under CLAUSE 3.2(a)(iii). "CHAIRMAN ("DAIHYO TORISHIMARIYAKU KAICHO")"
        shall have the meaning prescribed to it under CLAUSE 3.2(a)(i).



                                                                              2.
<PAGE>

        "COMMENCEMENT DATE ("KAISHIBI")" means the Transfer Date, being the date
        upon which this Agreement becomes effective.

        "COMMERCIAL CODE ("SHOHO")" means the Commercial Code of Japan (Law No.
        48, March 9, 1899) as amended from time to time.

        "COMPANY ("SHIN GAISHA")" means the corporation to be established by way
        of the Corporate Separation, before the Commencement Date.

        "CONFIDENTIAL INFORMATION ("HIMITSU JOHOU")" shall have the meaning
        prescribed to it under CLAUSE 16.1.

        "CORPORATE SEPARATION ("HONKEN KAISHA BUNKATSU")" means the corporate
        separation of the Business by way of separation and new-establishment,
        from Shinko Electric into the Company, pursuant to the Corporate
        Separation Plan.

        "CORPORATE SEPARATION PLAN ("KAISHA BUNKATSU KEIKAKU")" means the
        corporate separation plan attached to the Stock Purchase Agreement.

        "DEADLOCK ("DEDDOROKKU")" shall have the meaning prescribed to it under
        CLAUSE 12(a).

        "DEFAULT NOTICE ("FURIKO TSUCHI")" shall have the meaning prescribed to
        it under CLAUSE 11.2(b).

        "DEFAULTING SHAREHOLDER ("FURIKO KABUNUSHI")" means a Shareholder which
        commits, or becomes subject of, an Event of Default.

        "DIRECTOR ("TORISHIMARIYAKU")" means a director of the Company.

        "DIVIDEND POLICY ("HAITO HOSHIN")" means the Company's dividend policy
        as prescribed in CLAUSE 6.

        "EQUITY INTEREST ("MOCHIBUN")" means the proportion (expressed as a
        percentage) which the number of Shares held by a Shareholder bears to
        the total number of issued Shares.

        "EVENT OF DEFAULT ("FURIKO JIYU")" means an event or circumstance
        described in CLAUSE 11.1.

        "EXISTING SHINKO ELECTRIC SUPPLIER ("KIZON NO SHINKO DENKI
        KYOUKYUGYOSHA")" shall have the meaning prescribed to it under CLAUSE
        8.2(a)(i).

        "EXPIRY DATE ("YUKOKIGENBI")" shall have the meaning prescribed to it
        under CLAUSE 9.1(i)(B).

        "FINANCIAL SUPPORT ("ZAISEITEKI ENJO")" shall have the meaning
        prescribed to it under CLAUSE 7.2(a).

        "FINANCIAL YEAR ("EIGYONENDO")" means the following periods:

        (a)     the period from the establishment of the Company until 31 March
                of the next calendar year; and



                                                                              3.
<PAGE>

        (b)     thereafter the period from 1 April each year to 31 March of the
                next calendar year.

        "FIRST REFUSAL RESPONSE ("SENBAIKEN NO OUTOUSHO")" shall have the
        meaning prescribed to it under CLAUSE 10.8.

        "FURTHER SHARES ("TSUIKA KABUSHIKI")" shall have the meaning prescribed
        to it under CLAUSE 9.1.

        "GOVERNMENTAL AUTHORITY ("SEIFUKIKAN")" means any domestic or foreign
        administrative agency or judicial agency.

        "HIGHEST BIDDER ("SAIKO NYUSATUSHA")" shall have the meaning prescribed
        to it under CLAUSE 12(f).

        "INDEPENDENT VALUER'S PRICE ("DOKURITSU HYOKANIN KAKAKU")" means the
        value, expressed as a cash price per Share, assessed by the Valuer to be
        the fair market value of a Share:

        (a)     on the basis of an arms length transaction between persons
                making reasonable and neutral assessments with respect to
                pricing;

        (b)     by reference to past accounts and current management figures and
                forecasts for the Company;

        (c)     taking into account past and prospective earnings and underlying
                net asset values; and

        (d)     having regard (in the Valuer's reasonable discretion) to future
                maintainable earnings and any other factors the Valuer considers
                relevant.

        "INDEMNIFIED PARTY ("HI-HOSHO TOJISHA")" shall have the meaning
        prescribed to it under CLAUSE 19.1.

        "INDEMNIFYING PARTY ("HOSHO TOJISHA")" shall have the meaning prescribed
        to it under CLAUSE 19.1.

        "INITIAL BUSINESS PLAN AND BUDGET ("TOSHO JIGYOKEIKAKU OYOBI YOSAN")"
        means the initial business plan and budget agreed to by the
        Shareholders.

        "INITIAL EQUITY INTERESTS ("TOSHO MOCHIBUN")" means the Equity Interests
        of Shinko Electric and Asyst Japan as at the Commencement Date, being as
        follows:

        (a)     Shinko Electric: 49%

        (b)     Asyst Japan: 51%

        "INTANGIBLE PROPERTY RIGHTS ("MUTAI ZAISANKEN")" means business names,
        copyrights, patents, trademarks, service marks, designs, utility models,
        know-how, trade secrets and all other similar industrial, commercial and
        intangible property (including applications such as for registration,
        regardless of the country in which such application is to be applied for
        and registered), including specifications, blueprints, drawings,
        manuals, domain names, other



                                                                              4.
<PAGE>

        related rights of intangible property and all Confidential Information
        concerning the Business.

        "JAPANESE GAAP ("NIHONKOKOU KAIKEI KIJUN")" means generally accepted
        accounting principles, as in effect from time to time in Japan and
        applicable to the Company.

        "KOBE STEEL ("KOBE SEIKOUJO")" means Kobe Steel Ltd. which substantially
        owns 33 % of Shinko Electric's shares.

        "NON-DEFAULTING SHAREHOLDER ("HI-FURIKO KABUNUSHI")" means, where an
        Event of Default has occurred, a Shareholder other than the Defaulting
        Shareholder.

        "OFFER PRICE ("URIDASHI KAKAKU")" shall have the meaning prescribed to
        it under CLAUSE 10.5(b).

        "OFFICER ("YAKUIN")" shall have the meaning prescribed to it under
        CLAUSE 12(a).

        "OTHER SHAREHOLDERS ("SONOTANO KABUNUSHI")" shall have the meaning
        prescribed to it under CLAUSE 10.5.

        "PARTY ("TOJISHA")" means a party to this Agreement.

        "PERSON ("MONO")" means any natural person, partnership, corporation,
        limited liability company, joint venture, trust or other organization.

        "PRE-CALL OPTION NOTICE ("KOORU OPUSHON KOSHI YOYAKU TSUCHI")" shall
        have the meaning prescribed to it under CLAUSE 11.4(a)

        "PRESIDENT ("DAIHYO TORISHIMARIYAKU SHACHO")" shall have the meaning
        prescribed to it under CLAUSE 3.2(a)(ii).

        "PROPOSED TRANSFEREE ("YOTEI YUZURIUKENIN")" shall have the meaning
        prescribed to it under CLAUSE 10.5(c).

        "PROPOSING TRANSFEROR ("YOTEI JOTONIN")" shall have the meaning
        prescribed to it under CLAUSE 10.5.

        "RELEVANT NON-DEFAULTING SHAREHOLDER ("KANREN HI-FURIKO KABUNUSHI")"
        shall have the meaning prescribed to it under CLAUSE 11.4(a).

        "REPRESENTATIVE DIRECTOR ("DAIHYO TORISHIMARIYAKU")" means any Director
        appointed as a representative director of the Company.

        "RESERVED PRICE ("SAITEI BAIBAIKAKAKU")" shall have the meaning
        prescribed to it under CLAUSE 12(c).

        "RESPONSE ("OUTOUSHO")" shall have the meaning prescribed to it under
        CLAUSE 10.7.

        "RESPONSE PERIOD ("OUTOUKIKAN")" shall have the meaning prescribed to it
        under CLAUSE 10.7.



                                                                              5.
<PAGE>

        "SEPARATE AGREEMENT ("KOBETSU KEIYAKU")" shall have the meaning
        prescribed to it under CLAUSE 7.2(a).

        "SHARE ("KABUSHIKI")" means an ordinary issued share in the capital of
        the Company.

        "SHARE PURCHASE AGREEMENT ("KABUSHIKI JOTO KEIYAKU")" means the
        agreement dated on or around the date of this Agreement between Shinko
        Electric and Asyst Japan pursuant to which Shinko Electric sells, and
        Asyst Japan purchases, 51% of the issued and outstanding shares in the
        Company.

        "SHARE TRANSFER ("KABUSHIKI JOTO")" means the transfer of the Transfer
        Shares to Asyst Japan by Shinko Electric pursuant to the Share Purchase
        Agreement.

        "SHAREHOLDER ("KABUNUSHI")" means the holder of at least 1 Share in the
        Company.

        "SHAREHOLDERS' MEETING ("KABUNUSHI SOKAI")" means a meeting of
        Shareholders of the Company held in accordance with the Articles of
        Incorporation and the Applicable Law.

        "SHINKO ELECTRIC DIRECTOR ("SHINKO DENKI TORISHIMARIYAKU")" shall mean a
        director appointed by Shinko Electric pursuant to CLAUSE 3.1(a).

        "SHINKO ELECTRIC RELATED COMPANY ("SHINKO DENKI KANRENGAISHA")" means
        subsidiaries and related companies ("subsidiary" and "related company"
        as defined in the Regulations Concerning Terminology, Form and Method of
        Preparation of Financial Statements, etc. (1963, Ministry of Finance
        Ordinance No.59)) of Shinko Electric.

        "SHINKO ELECTRIC SUPPLIER ("SHINKO DENKI KYOKYUGYOSHA")" shall have the
        meaning prescribed to it under CLAUSE 8.2(a).

        "SHORTFALL SHARES ("FUSOKUBUN KABUSHIKI")" shall have the meaning
        prescribed to it under CLAUSE 9.1(ii).

        "SPECIAL MAJORITY ("TOKUBETSU KETSUGI")" means approval of the holders
        of at least two thirds of the voting rights with the presence of
        shareholders having at least a majority of the voting rights of all
        shareholders at a Shareholders' Meeting, in favour of a proposed
        resolution at the meeting.

        "STATUTORY AUDITOR ("KANSAYAKU")" means a person appointed as a
        statutory auditor of the Company.

        "SUBJECT SHARES ("TAISHO KABUSHIKI")" shall have the meaning prescribed
        to it under CLAUSE 10.5(a).

        "TAG-ALONG SALE NOTICE ("DOJI BAIKYAKU TSUCHI")" shall have the meaning
        prescribed to it under CLAUSE 10.7(c).

        "TRANSACTION DOCUMENTS ("TORIHIKI SHORUI")" means this Agreement and the
        Articles of Incorporation.



                                       6.
<PAGE>

        "TRANSFER DATE ("JOTOBI")" shall mean the date on which the Transfer
        Shares are transferred to Asyst Japan from Shinko Electric, pursuant to
        the terms of the Share Purchase Agreement.

        "TRANSFER NOTICE ("JOTO TSUCHI")" shall have the meaning prescribed to
        it under CLAUSE 10.5

        "TRANSFER SHARES ("JOTO KABUSHIKI")" means 51% of the issued and
        outstanding shares in the Company to be transferred to Asyst Japan on
        the Transfer Date pursuant to the Share Purchase Agreement.

        "U.S. GAAP ("BEIKOKU KAIKEI KIJYUN")" means generally accepted
        accounting principles, as in effect from time to time in the United
        States of America and applicable to the corporate group to which the
        Company belongs to, as the case may be.

        "VALUER ("HYOKANIN")" means an independent chartered accountant:

        (a)     acceptable to all Shareholders; and

        (b)     in the event that Shareholders do not reach agreement within 10
                Business Days of commencing negations in relation to the value
                which the Valuer is to determine, an audit corporation,
                nominated by the Accounting Auditor at that time, which is part
                of a partnership with a fair, independent and internationally
                accepted accounting firm.

        "WORKING CAPITAL ("UNTEN SHIKIN")" shall have the meaning prescribed to
        it under CLAUSE 7.1.

1.2     RULES FOR INTERPRETING THIS AGREEMENT

        Headings are for convenience only, and do not affect interpretation. The
        following rules also apply in interpreting this Agreement, except where
        the context makes it clear that a rule is not intended to apply:

        (a)     A reference to:

                (i)     legislation (including subordinate legislation) is to
                        that legislation as amended, re-enacted or replaced, and
                        includes any subordinate legislation issued under it;

                (ii)    a document or agreement, or a provision of a document or
                        agreement, is to that document, agreement or provision
                        as amended, supplemented, replaced or novated;

                (iii)   a Party to this Agreement or to any other document or
                        agreement includes a permitted substitute or a permitted
                        assign of that Party;

                (iv)    a Person includes any type of entity or body of persons,
                        whether or not it is incorporated or has a separate
                        legal identity, and any executor, administrator or
                        successor in law of the person; and



                                       7.
<PAGE>

                (v)     anything (including a right, obligation or concept)
                        includes each part of it.

        (b)     A singular word includes the plural, and vice versa.

        (c)     If an example is given of anything (including a right,
                obligation or concept), such as by saying it includes something
                else, the example does not limit the scope of that thing.

        (d)     The word "AGREEMENT" includes an undertaking or other binding
                arrangement or understanding, whether or not in writing.

1.3     BUSINESS DAYS

        If the day on or by which a person shall do something under this
        Agreement is not a Business Day, the person shall do it on or by the
        next Business Day:

2.      CONDITION PRECEDENT AND ESTABLISHMENT OF THE COMPANY

2.1     CONDITION PRECEDENT TO AGREEMENT

        This Agreement, other than this CLAUSE 2.1 (Condition Precedent to
        Agreement), and CLAUSES 1 (Interpretation), 15 (Dispute Resolution), 16
        (Confidentiality), 19 (Indemnification) and 20 (General) is of no force
        or effect until, on or before the Commencement Date, the following
        condition is fulfilled:

        (a)     The transfer of the Transfer Shares to Asyst Japan has been
                completed, so that Asyst Japan is recognised as the legal owner
                of the Transfer Shares under Japanese law.

        (b)     On the Commencement Date, the Equity Interest of the Parties is
                in accordance with the Initial Equity Interests.

2.2     PURPOSE OF COMPANY

        The principal purpose of the Company shall be to engage in the Business
        in Japan and overseas (as applicable) to the fullest extent permitted by
        Applicable Law.

2.3     STRUCTURE, LOCATION AND NAME OF COMPANY

        The Company is a joint-stock company "Kabushiki Kaisha" incorporated
        under the laws of Japan with an initial paid-in share capital of JPY495
        million. The registered principal office of the Company will be located
        at 2-14, Toyo 7-Chome, Koto-ku, Tokyo, Japan and the names of the
        Company will be "Ashisuto Shinko Kabushiki Kaisha" (in Japanese, in
        katakana and kanji as appropriate) and "Asyst Shinko, Inc." (in
        English); provided that if the registration of the Company's name in
        Japanese with a half space between "Ashisuto" and "Shinko" (in written
        Japanese) in accordance with the above is not accepted due to procedural
        reasons of commercial registration, the name with such space omitted
        shall be registered as the name of the Company. Even in such case,
        however, the above-mentioned name "Ashisuto Shinko Kabushiki Kaisha"
        with a half space between "Ashisuto" and



                                                                              8.
<PAGE>

        "Shinko", as predetermined by both Parties, shall be used to the extent
        possible in day-to-day operations of the Company, and each Party agrees
        with such treatment.

2.4     PRIOR ESTABLISHMENT OF COMPANY

        Before the Commencement Date, the Company shall be established and the
        Business shall be transferred to the Company, pursuant to the Corporate
        Separation Plan. Further, in exchange for the transfer of the Business,
        Shinko Electric shall acquire all of the Shares of the Company issued on
        incorporation, thereby becoming the sole shareholder of the Company
        before the Commencement Date.

2.5     THIS AGREEMENT TO PREVAIL

        The Parties agree that if any provision of the Articles of Incorporation
        conflicts with this Agreement, the terms of this Agreement shall prevail
        and the Shareholders shall cooperate, to the extent permitted by
        Applicable Law, to cause the Articles of Incorporation to be amended
        promptly to conform with the terms hereof.

2.6     NAME OF COMPANY AND INTANGIBLE PROPERTY RIGHTS

        (a)     The names "Ashisuto Shinko Kabushiki Kaisha" (in katakana and
                kanji, as appropriate) and "Asyst Shinko, Inc." are the property
                of the Company.

        (b)     All Intangible Property Rights owned and developed by the
                Company remain the property of the Company and Shareholders
                shall not use them without the written consent of each other
                Shareholder and the Company, except where the relevant Party and
                the Company agree otherwise concerning the handling of
                Intangible Property Rights owned and developed by the Company
                (including but not limited to any consent made pursuant to the
                License Agreement Regarding Mutual Implementation of
                Intellectual Property and Entrustment Agreement of Development
                Business which shall otherwise be entered into by and between
                Shinko Electric and the Company).

2.7     OBLIGATIONS ON COMMENCEMENT DATE

        By the Commencement Date, Shinko Electric shall have arranged for the
        Company to prepare the Initial Business Plan and Budget for the initial
        Financial Year of the Company, to be considered for approval by the
        Board after the Commencement Date.

2.8     RESTRAINT

        (a)     Subject to CLAUSES 2.8(b) or 2.8(i), each Party shall perform
                the actions necessary for the development of the Company's
                business and shall not perform any action which hinders such
                development.

        (b)     For the purpose of CLAUSE 2.8(a), Shinko Electric:

                (i)     while it is the beneficial owner of at least 1 Share;
                        and

                (ii)    for a period of 3 years after it ceases to be a
                        Shareholder of the Company,



                                                                              9.
<PAGE>

                        shall not, without the prior written consent of the
                        Company and Asyst Japan, in the countries, including but
                        not limited to Japan and U.S.A., in which the Company is
                        or will then be conducting the Business:

                        (A)     promote, participate in, operate or engage in
                                (whether on its own account or in partnership or
                                by joint venture or as agent of or manager for
                                any other person); or

                        (B)     be concerned or own 5 % or more of the equity
                                interest of (whether directly or indirectly, or
                                through any interposed body corporate, trust ,
                                principal, agent, shareholder, beneficiary, or
                                as an independent contractor, consultant or in
                                any other capacity),

                any business or operation similar to or competitive with
                businesses of the Company ("COMPETITIVE BUSINESS").

        (c)     The provisions of CLAUSE 2.8(a) shall not prevent Asyst Japan
                and Asyst Technologies from (whether on their own account or in
                partnership or by joint venture or as agent of or manager for
                any other person) promoting, participating in, operating or
                engaging in business regarding the manufacture, sale,
                improvement or development of products that are sold by Asyst
                Japan or Asyst Technologies at the time of the Corporate
                Separation Date or products similar to such products.

        (d)     CLAUSE 2.8 does not prohibit a Party from owning less than 5% of
                the total number of shares or equity interest of the quoted
                securities of a listed body corporate or listed investment
                trust.

        (e)     During the period set forth in CLAUSE 2.8 (b)(i) AND (ii) above,
                each Party shall not, directly or indirectly, appoint or employ
                any of the directors, officers or employees who have been
                transferred to the Company pursuant to the Corporate Separation
                Plan to engage in its own businesses (other than the Business),
                without the prior written consent of the Company and the other
                Party.

        (f)     Each Party acknowledges that each of the restraints contained in
                this clause is reasonable in its extent (as to duration,
                geographical area and restrained conduct) having regard to the
                interests of that Party and goes no further than is reasonably
                necessary to protect the interests of the Company and the
                Business.

        (g)     Nothing in CLAUSE 2.8(b) shall prevent Shinko Electric from
                being involved in the businesses other than the Business
                (including but not limited to the hospital conveyance systems
                business and semiconductor/liquid-crystal materials business
                (such semiconductor/liquid-crystal materials business consists
                of the EFEM business, liquid-crystal loader business and liquid
                crystal robot business)) which it currently conducts as at the
                date of this Agreement.

        (h)     In the event that Shinko Electric acquires a body corporate or
                becomes incorporated with a body corporate ("ACQUISITION,
                ETC."), and a Competitive Business is included in the business
                of such body corporate or transferee corporation, Shinko
                Electric and Asyst Japan shall separately discuss and determine
                this matter prior to such Acquisition, etc. The provisions of
                CLAUSE 2.8(b) shall not apply in such event only



                                      10.
<PAGE>

                where Shinko Electric and Asyst Japan agree that the degree of
                impact that the Competitive Business will have on the Company
                will not be significant, having regard to whether or not the
                sales amount of the Competitive Business in the previous fiscal
                year exceeded JPY1 billion. Even in the event that the
                provisions of CLAUSE 2.8(b) do not apply at the time of the
                Acquisition, etc. pursuant to the above, if the single annual
                sales amount of such Competitive Business after such Acquisition
                etc. exceeds JPY1 billion, Shinko Electric shall make its best
                and reasonable (from a commercial point of view) effort to
                separate such Competitive Business within 12 months after the
                end of such fiscal year unless otherwise agreed by and between
                Shinko Electric and Asyst Japan.

        (i)     Asyst Japan shall make its best and reasonable (from a
                commercial point of view) effort to cause Asyst Technologies,
                the parent company of Asyst Japan, to perform the equivalent
                duty as prescribed to it under CLAUSE 2.8 (a).

2.9     NO PARTNERSHIP OR AGENCY

        Nothing in this Agreement is to be treated as creating a partnership and
        except as specifically provided in this Agreement no Party may act as
        agent of or in any way bind another Party to any obligation.

3.      THE BOARD

3.1     APPOINTMENT OF DIRECTORS

        (a)     The Parties agree that the Company shall have a maximum of 7
                Directors who shall be appointed as follows:

                (i)     Shinko Electric shall be entitled to appoint by notice
                        in writing to Asyst Japan and the Company, 3 Directors
                        to the Board and may replace those 3 Directors; and

                (ii)    Asyst Japan shall be entitled to appoint by notice in
                        writing to Shinko Electric and the Company, 4 Directors
                        to the Board and may replace those 4 Directors.

                If Shinko Electric or Asyst Japan, as the case may be, nominate
                candidate(s) for Director(s) pursuant to this CLAUSE 3.1, the
                other Party shall take any and all steps it is entitled to as a
                Shareholder of the Company, in order to procure that the
                candidate(s) for Director(s) so appointed is elected to the
                Board.

        (b)     Subject to the provisions of the Commercial Code and the
                Articles of Incorporation, the term of each Shinko Electric
                Director and Asyst Director shall be determined by the Party
                having the right to appoint him or her to the Board.

        (c)     If either of the Parties ceases to own any Shares in the
                Company, it shall do all things reasonable to ensure before so
                ceasing that each Director appointed by it resigns.



                                                                             11.
<PAGE>

        (d)     If the Equity Interest of either or both Parties change from
                their respective Initial Equity Interests, then the relevant
                Party's right to appoint Directors referred to at CLAUSE 3.1(a)
                above shall be amended pursuant to Separate Agreement to be
                reached between the Parties as to how to reallocate the
                appointment of Directors to ensure such Director appointments
                are fairly distributed and proportionate amongst the Parties
                having regard to their respective shareholdings.

3.2     REPRESENTATIVE DIRECTORS, CHAIRMAN AND PRESIDENT

        (a)     Subject to CLAUSES 3.2(a) AND (c), the Shareholders shall
                arrange for the Directors to appoint:

                (i)     one of the Directors as a Representative Director
                        Chairman "Daihyo-Torishimariyaku-Kaicho" ("CHAIRMAN");

                (ii)    one of the Directors as a Representative Director
                        President "Daihyo-Torishimariyaku-Shacho" ("PRESIDENT");
                        and

                (iii)   a Chief Financial Officer "Saikozaimusekininsha" ("CFO")
                        (who does not have to be a Director).

        (b)     Asyst Japan may appoint, remove and replace the Chairman and the
                CFO, and Shinko Electric may appoint, remove and replace the
                President.

        (c)    Should Shinko Electric or Asyst Japan, as the case may be,
               appoint, remove or replace the Chairman, the President and/or the
               CFO pursuant to CLAUSE 3.2(b), the other Party shall take any and
               all steps it is entitled to as a Shareholder of the Company, in
               order to procure that the Chairman, the President and/or the CFO
               is appointed, removed or replaced accordingly.

        (d)     The Chairman shall be the chairman of all general Shareholders'
                Meetings and meetings of the Board; provided, however, that in
                the event that the Chairman is unable to act as such because of
                a mishap, the President shall act in his place, and in the event
                that the President is also unable to act as such because of a
                mishap, one of the Directors shall act in his place pursuant to
                an advance order of the Board.

        (e)     Except as otherwise stated above, the roles and responsibilities
                of the Chairman and President shall be separately discussed and
                agreed by the Parties.

3.3     BOARD QUORUM AND VOTING MAJORITIES

        (a)     Quorum

                (i)     The quorum of meetings of the Board shall be a majority
                        of the total number of Directors, unless otherwise
                        provided in this Agreement and the Articles of
                        Incorporation.

                (ii)    If within half an hour from the time appointed as the
                        commencement time of a Board meeting, the number of
                        Directors present does not meet the quorum, the meeting
                        shall be adjourned to the same day in the next week at
                        the same



                                                                             12.
<PAGE>

                        time and place with the necessary quorum or to such
                        other day, time and place as may be determined.

        (b)     Majority decisions

                Decisions of the Board shall be by majority vote of the
                Directors present at the meeting of the Board at which the
                relevant decision is being made, subject to CLAUSE 3.3(c).

        (c)     Matters requiring Unanimous Approval

                Approval of the following matters needs, to the extent permitted
                under Applicable Laws, the presence of 5 or more Directors
                including at least 1 Shinko Director and 1 Asyst Director,
                respectively, at the relevant Board meeting, and also the
                unanimous approval of the Directors present at the said Board
                meeting. The Company shall not take any of the following actions
                without obtaining such approval. Both Parties shall arrange for
                the Company to observe such obligations.

                (i)     determination of the Business Plan and Budget and
                        amendment thereto for every fiscal year;

                (ii)    commencement of new business;

                (iii)   borrowing or incurring any indebtedness exceeding JPY 40
                        million, purchasing and/or disposing of any assets and
                        investing in equipment and/or making any loan, except as
                        approved in the Business Plan and Budget;

                (iv)    establishing, changing and/or closing any branch office
                        of the Company and other important establishments;

                (v)     issuing additional Shares;

                (vi)    election or removal of Representative Directors or
                        adoption of joint Representative Director system, in
                        accordance with CLAUSE 3.2.

                (vii)   approval concerning the transfer of Shares which are
                        subject to restrictions on transfer, or the appointment
                        of a person with the right of first refusal;

                (viii)  issuance of share call options ("Shinkabu Yoyakuken" in
                        Japanese);

                (ix)    issuance of bonds with subscription rights ("Shinkabu
                        Yoyakuken Tsuki Shasai" in Japanese);

                (x)     approval of business reports, balance sheets, profit and
                        loss statements, and proposals relating to the
                        disposition of profit/loss and annexed specifications
                        thereof (including matters regarding reserves referred
                        to under CLAUSE 6.2);

                (xi)    crediting the Company's reserve funds to its stated
                        capital;

                (xii)   declaring interim dividends;



                                                                             13.
<PAGE>

                (xiii)  approval of the establishment of subsidiaries of the
                        Company;

                (xiv)   approval of the execution of major contracts between the
                        Company and any of the Shareholders and of any amendment
                        thereto; and

                (xv)    change to the accounting policies adopted by the
                        Company.

3.4     VOTING RIGHTS

        (a)     Each Director who is present at a meeting of the Board shall
                have one vote.

        (b)     The Chairman shall not have a casting vote other than pursuant
                to the above.

3.5     BOARD MEETINGS, NOTICES AGENDAS

        (a)     Meetings of the Board shall be convened by a Representative
                Director or in accordance with the provisions of the Articles of
                Incorporation or any other bylaw of the Company and shall be
                convened once every calendar month and whenever otherwise deemed
                necessary by any Director, in such way permitted by the
                Commercial Code (including by way of telephone conference), at
                the registered address of the Company or such other place in
                Japan or elsewhere as may be reasonably designated by the
                Representative Director or Director.

        (b)     Notice of all Board meetings with an agenda of the meeting shall
                be sent to each Director by hand delivery, mail, facsimile or
                electronic mail at least 5 Business Days prior to such meeting,
                with a copy to the Shareholders by mail, facsimile or electronic
                mail.

        (c)     Notwithstanding the foregoing, the above period may be shortened
                or the above convocation procedures may be omitted entirely if
                all the Directors consent thereto.

        (d)     The Chairman, the President and other Directors shall use their
                reasonable efforts to agree on the agenda before the meeting;
                provided, however, that such meeting may be held even where such
                agenda cannot be so agreed prior to the meeting.

        (e)     The Shareholders shall, to the extent they are able and
                permitted to under Applicable Laws, exercise all their
                exercisable rights to ensure that any decision made by an
                agreement between the Shareholders (including this Agreement)
                shall be duly affirmed by the Board, as necessary and
                appropriate.

4.      SHAREHOLDERS

4.1     SHAREHOLDERS' MEETINGS

        (a)     The Shareholders' Meeting shall be the formal decision making
                body of the Company for those matters that are required to be
                resolved at a Shareholders' Meeting pursuant to applicable
                Japanese law or the Articles of Incorporation.

        (b)     Except as may be otherwise specified herein, the Shareholders
                shall cause the Directors to submit for approval to the
                Shareholders' Meeting any matter requiring



                                                                             14.
<PAGE>

                approval by a Shareholders' Meeting pursuant to the Articles of
                Incorporation, or Applicable Law.

        (c)     An ordinary Shareholders' Meeting shall be convened and
                conducted once each Financial Year within three months after the
                end of each Financial Year. An extraordinary Shareholders'
                Meeting may be convened and conducted whenever deemed necessary
                by the Board or any of the Shareholders in accordance with the
                Applicable Laws. Shareholders' Meeting shall be conducted at the
                registered address of the Company or such other place in Japan
                as may be reasonably designated by the Board in accordance with
                Applicable Law. Notice of all Shareholders' Meetings shall be
                sent to the Shareholders at least 15 days prior to such meeting;
                provided, however, that this period may be shortened if all the
                Shareholders consent thereto.

        (d)     Unless otherwise provided by CLAUSE 4.3 or Applicable Law, all
                matters requiring the approval of the Shareholders of the
                Company shall be determined by majority of the voting rights of
                Shareholders present at a Shareholders' Meeting and the
                Shareholders shall have one voting right for each Share owned by
                them.

        (e)     The chairman of the Shareholders' Meeting shall not have a
                casting vote.

        (f)     The Shareholders shall ensure that any decision made by an
                agreement between the Shareholders (including this Agreement)
                shall be duly affirmed by the Shareholders' Meeting, as
                necessary and appropriate.

4.2 SHAREHOLDERS' MEETING QUORUM

        (a)     The quorum of Shareholders' Meetings shall be at least that
                number of Shareholders who together or on their own (as the case
                may be), hold a majority of the outstanding Shares with voting
                rights.

        (b)     If within half an hour from the time appointed for the
                commencement of a Shareholders' Meeting the number of
                Shareholders present does not meet the quorum, the meeting shall
                be adjourned to the same day in the next week at the same time
                and place with the necessary quorum or to such other day, time
                and place as may be determined.

4.3     MATTERS REQUIRING A SPECIAL MAJORITY

        The Company shall not, to the extent it is able and permitted to under
        Applicable Laws, take any of the following actions unless the actions
        are approved by Special Majority approval at a Shareholders' Meeting.
        Both Parties shall cause the Company to observe such obligations.

        (a)     Appointment of Directors or Statutory Auditors of the Company
                other than in accordance with CLAUSE 3.2;

        (b)     Approval of financial documents or proposals relating to the
                disposition of profit/loss; and



                                                                             15.
<PAGE>

        (c)     Crediting profit to the Company's stated capital.

4.4     SHAREHOLDERS TO ENSURE BOARD PERFORMANCE

        Subject to compliance with any overriding obligations imposed by any
        Applicable Law, if any provision of a Transaction Document imposes an
        obligation on the Company or the Board, each Shareholder shall exercise
        all its exercisable rights to cause the Company or the Board to perform
        such obligation; provided, however, that this shall not require the
        Company or Directors to do anything which is contrary to any Applicable
        Law or which would amount to a breach of his fiduciary duty or
        responsibility to the Company.

5.      MANAGEMENT OF THE COMPANY

5.1     BOARD

        Management of the Company is vested in the Board.

5.2     INDEPENDENT ACCOUNTING AUDITOR

        The Shareholders shall cause an independent certified public accountant
        or an accounting firm to be appointed at all times as accounting auditor
        of the Company "Kaikei Kansanin" ("ACCOUNTING AUDITOR"). The
        Shareholders shall cause CHUOAOYAMA AUDIT CORPORATION, Japan to be
        appointed as the Company's initial Accounting Auditor.

5.3     STATUTORY AUDITORS

        (a)     The Company shall have a maximum of 2 Statutory Auditors. Shinko
                Electric shall nominate 1 Statutory Auditor and Asyst Japan
                shall nominate 1 Statutory Auditor.

        (b)     A Party having nominated a Statutory Auditor pursuant to this
                CLAUSE 5.3 shall have the right to cause such Statutory Auditor
                to be removed from his or her position.

        (c)     Should a Party being entitled to nominate a Statutory Auditor
                nominate, or having nominated a Statutory Auditor remove or
                replace the Statutory Auditor so appointed, removed or replaced
                pursuant to this CLAUSE 5.3, the other Party shall take any and
                all steps it is entitled to as a Shareholder of the Company, in
                order to procure that the Statutory Auditor is appointed,
                removed or replaced accordingly.

5.4     ACCESS TO BOOKS AND RECORDS

        All Shareholders, Directors and Statutory Auditors shall have the right
        to full access to all of the financial data of the Company, including
        but not limited to the books and records as provided herein.

5.5     ACCOUNTING RECORDS AND ACCOUNTING POLICIES

        (a)     The Shareholders shall cause the Company to keep true and
                accurate accounting records of all operations in accordance with
                Japanese GAAP and the Commercial Code.



                                                                             16.
<PAGE>

        (b)     The Shareholders shall cause the Company to prepare and keep
                financial statements in accordance with U.S. GAAP, pursuant to
                the accounting records referred to in CLAUSE 5.5(a) above, and
                also to fill in and complete the Accounting Package, with its
                contents fulfilling the requirements of Asyst Japan, in
                accordance with U.S. GAAP.

5.6     LANGUAGE OF RECORDS

        All books and records of the Company shall be prepared in Japanese, and
        shall be translated into English, to the extent possible, at the request
        of Asyst Japan. All the costs and expenses for preparation of the
        Company's books and records both in Japanese and in English, and the
        Accounting Packages, pursuant to CLAUSE 5.5 and this CLAUSE 5.6 shall be
        borne by the Company.

5.7     BUSINESS PLAN AND BUDGET

        (a)     The Shareholders shall, to the extent they are able and
                permitted to under Applicable Laws, arrange for the Company to
                conduct the Business in accordance with the Business Plan and
                Budget.

        (b)     The Shareholders shall arrange for a Business Plan and Budget
                for each Financial Year to be adopted at meetings of the Board
                in accordance with this CLAUSE 5.7 and CLAUSE 3.3.

        (c)     At least 1 month before the commencement of each Financial Year,
                the Shareholders shall arrange for a draft Business Plan and
                Budget for the following Financial Year to be prepared and
                distributed to each Director.

        (d)     The Business Plan and Budget shall:

                (i)     set out a true and fair view of the current and
                        anticipated future financial position of the Company;

                (ii)    set out in detail particulars of proposed business
                        activities;

                (iii)   provide details of expected revenue and expenditure;

                (iv)    contain a forecast profit and loss account, balance
                        sheet and statement of cash flows;

                (v)     specify the amount of additional capital (if any)
                        required in the forecast period for the proper conduct
                        of the Business and the Company;

        (e)     If the Directors fail to adopt a Business Plan and Budget before
                the commencement of each Financial Year then:

                (i)     each Shareholder shall use its best efforts continuously
                        to cause any Directors which it has appointed to adopt a
                        Business Plan and Budget for the Financial Year;



                                                                             17.
<PAGE>

                (ii)    the Business Plan and Budget for that Financial Year
                        will consist of:

                        (A)     that part within the Business Plan and Budget
                                for the previous Financial Year that applies to
                                the current Financial Year; and

                        (B)     that part within the Business and the business
                                activities authorized by the Business Plan and
                                Budget for the previous Financial Year that is
                                to be continued in the current Financial Year.

5.8     LANGUAGE OF MEETINGS AND NOTICES

        Upon the reasonable request by Asyst Japan, the Shareholders shall, to
        the extent required, cause the Company, at the expense of the Company,
        to conduct with English interpretation, any meetings referred to herein,
        and prepare notices, minutes of the meetings and relevant corporate
        documents in both Japanese and English languages; provided that the
        original of any and all notices, minutes of meetings and other documents
        which are required to be prepared under Japanese Law shall be in the
        Japanese language.

6.      DIVIDEND POLICY

6.1     DIVIDENDS

        Subject to CLAUSE 3.3(c), the Shareholders may have the Company pay to
        the Shareholders dividends (including interim dividends) in accordance
        with the Commercial Code, the Articles of Incorporation and the
        principles of dividend payment stated in ATTACHMENT 6.1 hereto.

6.2     RESERVES

        The Shareholders may have the Board, before paying or declaring any
        dividend (including interim dividend), set aside such sums as the Board
        thinks proper as reserves to be applied for the purpose of carrying out
        the Business Plan and Budget for the following year, the recoupment of
        past losses, or for such other purposes of the Company for which the
        Board determines they may be properly applied. All resolutions by the
        Board regarding such dividends shall be in accordance with the
        provisions of CLAUSE 3.3(c) and CLAUSE 6.1.

6.3     PAYMENT OF DIVIDENDS

        Any dividends resolved to be paid by the Company under CLAUSE 6.1 shall
        be paid to the Shareholders as soon as reasonably practical after the
        date of their resolution.

7.      FINANCIAL SUPPORT

7.1     INDEPENDENCE OF COMPANY

        The Parties agree that it is their intention and desire that the Company
        shall raise all necessary working capital and capital required for plant
        investment ("WORKING CAPITAL") independently of their financial
        assistance and further agree to do all things reasonably necessary as
        Shareholders of the Company in order for the Company to achieve this
        intention.



                                                                             18.
<PAGE>

7.2     REQUIREMENT TO PROVIDE FINANCIAL SUPPORT

        (a)     If, notwithstanding CLAUSE 7.1, the Company is not able to
                obtain necessary Working Capital or is only able to obtain it on
                terms which are unreasonable and/or unfavourable to the Company,
                the Parties agree, subject to this CLAUSE 7.2, to provide the
                necessary financial support ("FINANCIAL SUPPORT") to the Company
                on terms to be separately discussed and agreed between the
                Parties ("SEPARATE AGREEMENT").

        (b)     If within 30 days after it is determined to be necessary for the
                Parties to provide the Company with Financial Support under
                CLAUSE 7.2(a) the Parties are unable to agree on the terms and
                conditions of the Separate Agreement under which they are to
                provide such Financial Support, then unless otherwise agreed by
                the Parties, a deadlock shall be deemed to have occurred under
                CLAUSE 12 and the provisions of that clause shall apply.

        (c)     The type of Financial Support which the Parties may be required
                to give pursuant to CLAUSE 7.2(a) includes but is not limited to
                loan, capital contribution and provision of guarantees or
                collateral securities.

        (d)     If, pursuant to CLAUSE 7.2(a), it is determined that the Parties
                shall give the Company Financial Support, then unless otherwise
                agreed pursuant to the Separate Agreement, the terms and
                conditions of the provision of the Financial Support by each
                Party shall:

                (i)     be identical, except that the proportion of the total
                        Financial Support to be borne by each Party shall be
                        equal to each respective Party's Equity Interest in the
                        total Financial Support amount that the Company
                        requires;

                (ii)    provide that the Financial Support is non-assignable to
                        third parties by each Party;

                (iii)   provide that when the Company repays the Financial
                        Support received from the Parties, it shall repay each
                        Party at the same time the amount divided in proportion
                        to each respective Party's Equity Interest of the total
                        amount repaid.

        (e)     If the type of Financial Support which the Parties are required
                to give to the Company requires the Parties to give guarantees
                or collateral securities, the liability of each Party shall be
                limited to the amount multiplied by the proportion of each
                respective Party's Equity Interest of the total amount
                guaranteed or secured unless otherwise agreed pursuant to the
                Separate Agreement.

7.3     INDEMNITIES

        (a)     If any Financial Support is given by the Parties under CLAUSE
                7.2 and a liability of or related to the Company pursuant to
                that Financial Support is recovered from one (but not the other)
                Party, each other Party indemnifies that Party.



                                                                             19.
<PAGE>

        (b)     Each Party's liability under the indemnity given in CLAUSE
                7.3(a) is limited to its Equity Interest of both the amount
                recovered and reasonable costs associated with the recovery.

8.      BUSINESS OPERATION ISSUES

8.1     CONSENT BY THE PARTIES CONCERNING BUSINESS OPERATIONS

        Each Party agrees:

        (a)     to co-operate so that the Business is conducted in accordance
                with good business practice and under the terms of this
                Agreement;

        (b)     to contribute its expertise for the benefit of the Company; and

        (c)     to conduct itself and to act so as to ensure that the sole
                benefit enjoyed by it from or under the conduct of the Business
                is that arising under this Agreement.

8.2     PRODUCT NAME

        (a)     The Parties agree that all products produced by the Company as
                part of the Business shall be produced and sold under the brand
                name "Shinko", the brand name "System Power Mark" and any other
                brand name newly created pursuant to separate agreement of the
                Parties ("Brand Name").

        (b)     The Parties understand that the Brand Name "Shinko" is owned by
                Kobe Steel at the time of execution of this Agreement, and that
                Kobe Steel has consented to the use of the Brand Name by the
                Company on a royalty free basis and on the other terms of the
                Brand Name License Agreement.

8.3     PROVISION OF GOODS AND SERVICES BY SHINKO ELECTRIC AND SHINKO ELECTRIC
        RELATED COMPANIES

        (a)     Subject to CLAUSE 8.3(b), Shinko Electric shall provide the
                following goods and services to the Company pursuant to separate
                agreements to be entered into between the Company and the Shinko
                Electric or shall cause Shinko Electric Related Companies
                (collectively "SHINKO ELECTRIC SUPPLIER" together with Shinko
                Electric for the purpose of CLAUSE 8.3) to provide (as
                appropriate) the following goods and services to the Company
                pursuant to separate agreements to be entered into between the
                Company and the Shinko Electric Supplier:

                (i)     supply of parts and units which Shinko Electric and
                        Asyst Japan agree to be necessary for the Business
                        (including not only those which were supplied to the
                        Business by an internal division of Shinko Electric or a
                        Shinko Electric Related Company ("EXISTING SHINKO
                        ELECTRIC SUPPLIER") before the Corporate Separation, but
                        also those which were not used by the Business or not
                        supplied to the Business by an Existing Shinko Electric
                        Supplier before the Corporate Separation but which may
                        become necessary in the future in relation to the
                        Business); and



                                                                             20.
<PAGE>

                (ii)    provision of services to the Company which Shinko
                        Electric and Asyst Japan reasonably agree to be
                        necessary for the Business (including not only those
                        which were provided to the Business by an Existing
                        Shinko Electric Supplier before the Corporate
                        Separation, but also those which were not provided to
                        the Business by an Existing Shinko Electric Supplier
                        before the Corporate Separation but which may become
                        necessary in the future in relation to the Business).

        (b)     The terms and conditions of the agreements to be separately
                entered under CLAUSE 8.3(a), including but not limited to those
                relating to price, shall first be agreed between Shinko Electric
                and Asyst Japan, before such agreements are negotiated and
                entered into by the Company and the relevant Shinko Electric
                Supplier. Notwithstanding the above, Shinko Electric shall
                arrange, in relation to agreements to be entered between the
                Company and each Shinko Electric Supplier, for the price of the
                relevant goods or services to be; (i) if such supplier is an
                internal division of Shinko Electric, the total amount of the
                internal transfer price (in case of goods) or the internal
                allocation amount (in case of services) as of the date of this
                Agreement plus certain management expenses to be agreed by
                Shinko Electric and Asyst Japan, or (ii) if such supplier is a
                Shinko Electric Related Company, the amount which is not less
                favourable to the Company than as has previously been offered to
                the Business. The Shinko Electric Supplier shall provide to the
                Company the goods or services which have been provided to the
                Business by an Existing Shinko Electric Supplier prior to the
                Corporate Separation, pursuant to the agreements to be
                separately entered between the Shinko Electric Supplier and the
                Company not later than the Transfer Date or the agreements with
                the Shinko Electric Supplier to be transferred to the Company by
                the Corporate Separation. Where the Shinko Electric Supplier
                provides to the Company goods or services which have not been
                previously provided by an Existing Shinko Electric Supplier, the
                terms on which such goods or services will be provided shall not
                be less favourable to the Company than the terms which would be
                used between independent parties on an arms-length basis in the
                market place, the details of which shall be determined pursuant
                to agreement after additional discussions between the Parties
                relating to the same have taken place.

        (c)     When each agreement provided for in this CLAUSE 8.3 is entered,
                each such agreement shall contain provisions (i) that if the
                Company considers such agreement is inappropriate or
                economically unreasonable to the continuation of the Business
                and notifies the said matters in writing to the other parties to
                the agreement, the Company and the other parties shall negotiate
                regarding the treatment of such agreement, (ii) that if such
                negotiation is unsuccessful 1 month after the commencement of
                such negotiations and the Company gives the other parties
                written notice in which a reasonable grace period is given, such
                agreement will be justifiably terminated at the expiration of
                such period, and (iii) that if such agreement is terminated
                pursuant to the foregoing (i) and (ii), the Company shall not be
                obliged to pay any money other than existing debts. The
                Shareholders shall take any steps which are necessary to make
                such provisions be contained in each of the relevant agreements.



                                                                             21.
<PAGE>

8.4     OTHER AGREEMENTS BETWEEN THE PARTIES AND THE COMPANY AND OTHER
        OBLIGATIONS OF SHINKO ELECTRIC

        (a)     Notwithstanding anything to the contrary, if after the
                Commencement Date, any materials, equipment or service which can
                be supplied by Shinko Electric or Asyst Japan are necessary for
                the Company to carry on the Business and that Party considers
                that such materials, equipment or service are necessary or
                desirable to the Business, then such Party shall negotiate with
                the other Party regarding the supply of such materials,
                equipment or service in advance and offer to enter into an
                agreement with the Company pursuant to the terms agreed on, in
                accordance with the said negotiations. The terms of the
                agreement which the Parties offer to the Company pursuant to
                their agreement shall be terms which such offering Party offers
                to third parties at that time based on arms-length negotiations
                between independent parties, and which are, among others, most
                favourable to such third party. Despite anything to the
                contrary, if the Company considers that entering into an
                agreement pursuant to this CLAUSE 8.4(a) is inappropriate or
                economically unreasonable in relation to the continuation of the
                Business, the Company may decide whether or not to enter into
                such agreement at its sole discretion.

        (b)     Shinko Electric and the Company shall mutually consign and
                accept development services, etc. regarding the business which
                each of them carries on itself, pursuant to the basic agreement
                regarding mutual consignment of development services, etc. and
                the mutual consignment agreement regarding develop of software
                to be separately entered into between Shinko Electric and the
                Company.

        (c)     Shinko Electric shall grant to the Company the right to
                implement or use any Intellectual Property which was used by the
                Business as of the date of this Agreement and as of the
                Corporate Separation Date which is not to be otherwise
                transferred to the Company, and which the Parties agree is
                necessary or desirable for the continued operation of the
                Business, on a royalty free basis, pursuant to the license
                agreement regarding mutual implementation of Intellectual
                Property to be separately entered into between the Company and
                Shinko Electric (the "LICENSE AGREEMENT REGARDING MUTUAL
                IMPLEMENTATION OF INTELLECTUAL PROPERTY"). The Company shall
                grant to Shinko Electric the right to implement or use any
                Intellectual Property owned by the Company on a royalty free
                basis pursuant to the License Agreement regarding Mutual
                Implementation of Intellectual Property.

        (d)     Shinko Electric shall make good faith efforts to procure that
                the right to use any Intellectual Property owned by third
                parties which was used by the Business as of the date of this
                Agreement and as of the Corporate Separation Date and which the
                Parties agree is necessary or desirable for the continued
                operation of the Business, shall be granted to the Company by
                the relevant third party on terms not less favourable than any
                current agreement for use between the third party and Shinko
                Electric.

        (e)     Shinko Electric shall make good faith efforts to procure that,
                in relation to any agreements to which Shinko Electric was a
                counter-part with third party counter-parts as of the date of
                this agreement and as of the Corporate Separation Date, for



                                                                             22.
<PAGE>

                goods used by, or services provided to, the Business, and which
                the Parties agree are necessary or desirable for the continued
                operation of the Business:

                (i)     such agreements are transferred to the Company with the
                        consent of the third party counter-part; or

                (ii)    the third-party counter-part agrees to enter into a
                        similar agreement with the Company on terms not less
                        favourable than the terms and conditions of the relevant
                        agreement between the third-party counter-part and
                        Shinko Electric prior to the Corporate Separation.

9.      ISSUE OF SHARES

9.1     PRE-EMPTIVE RIGHTS AND TAKE-OUTS

        Unless the Shareholders unanimously agree otherwise, if the Board
        resolves to issue any additional shares ("FURTHER SHARES") the Board
        shall offer each Shareholder a first right of refusal to acquire the
        Further Shares, but only to the extent necessary in order for that
        Shareholder's Equity Interest to be kept;

        (a)     the offer shall be by written notice specifying:

                (i)     the number of shares offered; and

                (ii)    a date at least 10 Business Days after the date of the
                        notice on which the offer regarding any Further Shares,
                        if not accepted, will be taken to be declined ("EXPIRY
                        DATE");

        (b)     after the Expiry Date or on receipt of a rejection of the offer
                or an acceptance in relation to some part of the shares offered
                from the Shareholder to whom the offer is made, the Board shall
                offer any Shares which have not been accepted by a Shareholder
                ("SHORTFALL SHARES") to the other Shareholder who has accepted
                all the shares offered to it.

9.2     ASSUMPTION OF TRANSACTION DOCUMENTS

        The Board shall procure that if shares are issued to a person that is
        not already a Shareholder, that person firstly executes agreements to
        the reasonable satisfaction of the existing Shareholders to comply with
        and be bound by this Agreement.

10.     TRANSFER OF SHARES

10.1    RULES FOR TRANSFER OF SHARES

        If a Shareholder wishes to transfer Shares:

        (a)     it shall do so in accordance with this CLAUSE 10 and the
                Articles of Incorporation; or

        (b)     the transfer of the Shares shall be conditional on a transferee
                of Shares which is not already a Shareholder agreeing to enter
                into agreements to the satisfaction of the



                                                                             23.
<PAGE>

                remaining Shareholders to comply with and be bound by the terms
                of this Agreement.

10.2    NOTICE ON SHARE CERTIFICATES

        The Shareholders shall procure that the Company ensures that all the
        holders of Share certificates issued shall be given a notice to the
        effect that the Shares evidenced by the Share certificate are subject to
        restrictions on transfer.

10.3    PROHIBITION ON TRANSFER

        A Shareholder may not transfer Shares or establish a right of pledge or
        other encumbrance in relation to Shares UNLESS:

        (a)     this CLAUSE 10 has been complied with; or

        (b)     all the Shareholders consent to the transfer or the
                establishment of such encumbrance.

        Provided, however, that if a Shareholder transfers any Shares to a
        subsidiary company fully owned by the relevant Shareholder, the parent
        company which owns the majority part of the Shareholder's equity
        interest, or a subsidiary company fully owned by such parent company
        (provided however that, if such subsidiary company ceases to be fully
        owned by the Shareholder or such parent company, such Shares shall be
        transferred back to the Shareholder), the remaining Shareholders shall
        not refrain from consenting to such transfer without any reasonable
        grounds, provided that if such consent is given, the transferee of the
        Shares shall enter into, and the transferor shall procure that the
        transferee enters into, an agreement which is acceptable to all the
        remaining Shareholders, in relation to compliance with the terms
        described above, except as otherwise agreed separately in writing by all
        the remaining Shareholders.

10.4    PERMITTED TRANSFERS

        Notwithstanding anything in CLAUSES 10.3 TO 10.10, a Shareholder may
        transfer Shares by any means agreed by all Shareholders in writing.

10.5    TRANSFER NOTICE

        A Shareholder who proposes to transfer any Shares other than in
        accordance with CLAUSE 10.3 and CLAUSE 10.4, ("PROPOSING TRANSFEROR")
        shall give a written notice ("TRANSFER NOTICE") to the Company and each
        of the other Shareholders ("OTHER SHAREHOLDERS") that specifies each of
        the following matters:

        (a)     the number and class of Shares to be transferred ("Subject
                Shares");

        (b)     the price (which shall be a cash price) per Share in
                consideration of which the Proposing Transferor is prepared to
                transfer the Shares and all other terms of payment (such other
                terms together with the price, "OFFER PRICE"); and



                                                                             24.
<PAGE>

        (c)     the Person to whom the Proposing Transferor proposes to transfer
                the Shares ("PROPOSED TRANSFEREE").

        The Transfer Notice shall only be valid if it is accompanied and
        supported by a firm and legally binding offer of the Proposed Transferee
        to purchase the Subject Shares at Offer Price as stated in the Transfer
        Notice.

        The Proposing Transferor shall give a separate Transfer Notices for each
        class of Share being transferred. The Proposing Transferor may cancel
        any Transfer Notice at any time before any of the remaining Shareholders
        sends a First Refusal Response under CLAUSE 10.8 or a Tag-Along Sale
        Notice under CLAUSE 10.7.

10.6    REQUEST FOR CONSENT

        The sending of the Transfer Notice shall be deemed to be a request by
        the Proposing Transferor to the Other Shareholders for their consent to
        the sale of the Subject Shares to the Proposed Transferee at the Offer
        Price.

10.7    RESPONSE BY SHAREHOLDERS

        Each of the Other Shareholders shall, within 60 Business Days from the
        date of the Transfer Notice ("RESPONSE PERIOD"), deliver a response
        letter to the Proposing Transferor ("RESPONSE"):

        (a)     advising that it wants to purchase the Subject Shares from the
                Proposing Transferor in place of the Proposed Transferee; or

        (b)     advising that it consents to the sale of the Subject Shares;
                and/or

        (c)     if it so wishes, notifying the Proposing Transferor that it
                wishes to sell to the Proposed Transferee such number of Shares
                held by it as may be specified in the Response on the same terms
                as the Offer Price as set out in the Transfer Notice, provided
                however that the total number of Shares specified by the Other
                Shareholder in any Tag-Along Sale Notice (as defined below)
                shall not exceed the number (rounded down to the nearest one
                Share) derived by multiplying the total number of Shares then
                held by the Other Shareholder by a fraction, the numerator of
                which is the total number of Shares to be sold by the Proposing
                Transferor to the Proposed Transferee and the denominator of
                which is the total number of Shares held by the Proposing
                Transferor immediately prior to issuance of the Transfer Notice
                ("TAG-ALONG SALE NOTICE").

        If any Other Shareholder does not deliver a Response within the Response
        Period, such Other Shareholder will be deemed to have notified its
        consent to the said sale without qualification.

10.8    EXERCISE OF RIGHT OF FIRST REFUSAL

        Any Shareholder that delivers a Response advising that it wishes to
        purchase the Subject Shares in place of the Proposed Transferee ("FIRST
        REFUSAL RESPONSE") shall be required to purchase the Subject Shares from
        the Proposing Transferor within 60 Business Days from



                                                                             25.
<PAGE>

        the date of the expiration of the Response Period at the Offer Price. If
        there are more than one Other Shareholders and more than one Shareholder
        delivers a First Refusal Response, then those Shareholders shall, unless
        otherwise agreed by and among them, purchase the Subject Shares in the
        proportions which the number of Shares held by each such Shareholder at
        that time bears to the sum of their shareholdings, and completion of
        such purchase shall take place simultaneously within 60 Business Days
        from the date of the expiration of the Response Period.

        A First Refusal Response binds the Shareholder that gives it to purchase
        the required number of Subject Shares as determined in accordance with
        the above and once given is irrevocable. A First Refusal Response cannot
        also contain a Tag-Along Sale Notice.

        A Shareholder giving a First Refusal Response may in that response
        nominate another person approved by that Shareholder as the transferee
        of all and only all the Subject Shares. However, if the Subject Shares
        are part of the Equity Interest of the Proposing Transferor, unless the
        Proposing Transferor agrees that the Subject Shares may be transferred
        to the person nominated in the First Refusal Response, such nomination
        will not take effect and the Shareholder giving the First Refusal
        Response will be obliged to acquire the Subject Shares by itself.

10.9    SALE IF SHARES NOT DISPOSED OF

        (a)     If the Proposing Transferor does not receive any First Refusal
                Responses sent within the Response Period then the Proposing
                Transferor may, subject to CLAUSE 10.10, sell and transfer all
                and only all the Subject Shares to the Proposed Transferee at
                the Offer Price at any time within 60 Business Days after the
                end of the Response Period.

        (b)     If the Proposing Transferor has received at least one First
                Refusal Response, but the sale of all the Subject Shares
                pursuant to such First Refusal Response has not been completed
                within 60 Business Days from the expiration of the Response
                Period or such later date as the relevant parties shall have
                agreed,

                (i)     by reason of the default of one of the Other
                        Shareholders who sent a First Refusal Response (in the
                        case where more than one Other Shareholder has given a
                        First Refusal Response), then the non-defaulting Other
                        Shareholder(s) who sent the First Refusal Response,
                        shall buy the Subject Shares which are allocated to the
                        defaulting Other Shareholder and the Proposing
                        Transferor shall be bound to sell and transfer such
                        Subject Shares to the non-defaulting Other Shareholders
                        who sent First Refusal Responses (pro-rated in the
                        proportions which the number of Shares held by each such
                        non-defaulting Other Shareholder at that time bears to
                        the sum of their shareholdings if there are more than
                        one non-defaulting Other Shareholder), with such sale to
                        be completed within 30 Business Days from the end of the
                        60 Business Day period referred to in CLAUSE 10.9(b); or

                (ii)    by reason of the default of all the Other Shareholder(s)
                        who sent First Refusal Responses, the Proposing
                        Transferor may, subject to CLAUSE 10.10, sell and
                        transfer all and only all the Subject Shares to the
                        Proposed



                                                                             26.
<PAGE>

                        Transferee at the Offer Price at any time within 60
                        Business Days after the end of the 60 Business Day
                        period referred to in CLAUSE 10.9(b).

10.10   TAG-ALONG SALE

        In the event that any Tag-Along Sale Notice is served on the Proposing
        Transferor by any Other Shareholder, provided that no First Refusal
        Responses have been received, the Proposing Transferor shall procure
        that the Proposed Transferee enters into an agreement with such Other
        Shareholder to purchase from such Other Shareholder such number of
        Shares stated in the Tag-Along Sale Notice and upon the same terms as
        the Offer Price of the Other Shareholder and, unless otherwise agreed
        between the Proposed Transferee and the Other Shareholder, for
        completion to take place at the same time as the Proposing Transferor's
        sale of the Subject Shares to the Proposed Transferee. Should the
        Proposing Transferor fail to procure that the Proposed Transferee enters
        into such an agreement with such Other Shareholder, the Proposing
        Transferor shall, notwithstanding any provision herein, not have the
        right to sell the Subject Shares to the Proposed Transferee.

        For the avoidance of doubt, the obligations of the Proposing Transferor
        under this CLAUSE 10.10 extend only to procuring the Proposed Transferee
        to enter into an agreement to purchase the Shares of the Other
        Shareholder(s) in accordance with the provisions of this CLAUSE 10.10
        and it does not extend to procuring the Proposed Transferee to perform
        the agreement to purchase the said Shares.

11.     DEFAULT

11.1    EVENTS OF DEFAULT

        Each of these circumstances constitutes an Event of Default:

        (a)     A Shareholder fails to comply with any of its material
                obligations (other than the obligations provided for in CLAUSE
                8) under this Agreement (except in case of any failure referred
                to elsewhere in this clause) and materially damages the
                confidence between the Parties which is necessary to maintain
                this Agreement, provided that in the case that such failure is
                able to be remedied or such damaged confidence is able to be
                regained by any appropriate means such as indemnification set
                forth in CLAUSE 19, etc., it shall only be an Event of Default
                if the failure is not remedied within 60 Business Days after a
                notice specifying the breach or default is given to that
                Shareholder by any other Shareholder.

        (b)     Material property of a Shareholder is seized or becomes subject
                to compulsory execution or becomes the subject of attachment for
                unpaid taxes.

        (c)     Any application for corporate reorganization, civil
                rehabilitation, bankruptcy, corporate reconstruction or special
                liquidation is filed concerning a Shareholder by a third party
                and is not withdrawn within 60 days, a Shareholder files any
                application for corporate reorganization, civil rehabilitation,
                bankruptcy, corporate reconstruction or special liquidation by
                itself, or its dissolution is resolved or a judicial decision
                which orders its dissolution is made.



                                                                             27.
<PAGE>

        (d)     A Shareholder dishonours any draft or check which the
                Shareholder draws on itself or takes up, or a Shareholder stops
                payment, becomes insolvent or is unable to pay its debts
                generally.

        (e)     A Shareholder (which is a natural person) dies, ceases to be of
                full legal capacity or otherwise become incapable of managing
                its own affairs for any reason.

        (f)     Any representation made by a Party under this Agreement shall
                prove to have been incorrect or misleading in any material
                respect.

11.2    NOTICE OF EVENT OF DEFAULT

        (a)     A Defaulting Shareholder shall, within 5 Business Days after an
                Event of Default occurs, serve on the Company and each other
                Shareholder a notice containing all relevant details of the
                Event of Default; and

        (b)     If any Non-Defaulting Shareholder knows that any Event of
                Default has occurred in relation to another Party, the
                Non-Defaulting Shareholder may serve on the Defaulting
                Shareholder a notice ("Default Notice") containing all relevant
                details of the Event of Default.

        (c)     If a Shareholder serves a Default Notice, it shall serve on the
                Company and each of the other Shareholders a copy of the Default
                Notice at the same time.

 11.3   TERMINATION OF DEFAULTING SHAREHOLDER'S RIGHTS

        Despite anything to the contrary in the Articles of Incorporation, if a
        Default Notice is served in relation to any of the Events of Default
        provided for in CLAUSE 11.1(c) to (e):

        (a)     the Defaulting Shareholder shall not attend or be represented or
                vote at a Shareholders' Meeting;

        (b)     each Director appointed by the Defaulting Shareholder is
                automatically removed;

        (c)     the Non-Defaulting Shareholders may appoint sufficient Directors
                to prevent the number of Directors falling below the minimum
                required by the Articles of Incorporation or Applicable Law;

        (d)     the Defaulting Shareholder is not entitled to any information
                about the Company's business, other than as required by
                Applicable Law (including U. S. GAAP) regarding the Defaulting
                Shareholder.

11.4    RIGHT TO BUY DEFAULTING SHAREHOLDER'S SHARES

        (a)     A Non-Defaulting Shareholder may, within 20 Business Days after
                either serving or being served with a copy of a Default Notice,
                serve on the Defaulting Shareholder a notice (the "Pre-Call
                Option Notice"), such Pre-Call Option Notice being a non-binding
                indication by the Non-Defaulting Shareholder(s) who had served
                the Pre-Call Option Notice on the Defaulting Shareholder
                ("Relevant Non-Defaulting



                                                                             28.
<PAGE>

                Shareholder(s)") that it is considering exercising a call option
                on the Shares held by the Defaulting Shareholder.

        (b)     At the end of the 20 Business Days referred to in CLAUSE
                11.4(a), the consideration for the sale of the Defaulting
                Shareholder's Shares shall be determined as follows:

                (i)     the value agreed between the Defaulting Shareholder and
                        the Relevant Non-Defaulting Shareholder(s); or

                (ii)    failing agreement within 20 Business Days after the
                        receipt of the Pre-Call Option Notice served under
                        CLAUSE 11.4(a), the Independent Valuer's Price assessed
                        and certified in writing by the Valuer, acting as an
                        expert and not an arbitrator, to be appointed within 10
                        Business Days upon expiration of the said 20 Business
                        Days on behalf of the Company, the Defaulting
                        Shareholder and Relevant Non-Defaulting Shareholder(s).
                        The decision of the Valuer binds the Company, the Board,
                        and the Defaulting Shareholder and the Relevant
                        Non-Defaulting Shareholder(s).

        (c)     Within 60 Business Days from the date that the consideration for
                the sale of the Defaulting Shareholder's Shares is determined
                pursuant to CLAUSE 11.4(b), any Relevant Non-Defaulting
                Shareholder may proceed to serve a notice (the "CALL OPTION
                NOTICE") on the Defaulting Shareholder. Such Call Option Notice:

                (i)     shall be dated;

                (ii)    shall state that it is a Call Option Notice served under
                        CLAUSE 11.4(c) of this Agreement;

                (iii)   shall, at the same time it is served on the Defaulting
                        Shareholder, be served on the Company and each of the
                        other Shareholders;

                (iv)    is a notice by the Relevant Non-Defaulting Shareholder
                        serving it that it intends to buy the entire Equity
                        Interest of the Defaulting Shareholder's Shares, or to
                        buy such proportion of the Equity Interest of the
                        Defaulting Shareholders Shares which the number of the
                        Shares held by each such Relevant Non-Defaulting
                        Shareholder at that time bears to the sum of their
                        shareholdings, if more than one Relevant Non-Defaulting
                        Shareholder serves a Call Option Notice on the
                        Defaulting Shareholder (calculated on the basis that
                        those Relevant Non-Defaulting Shareholders serving Call
                        Option Notices are the only shareholders); and

                (v)     may not be withdrawn once it is served.

        (d)     If at least one Relevant Non-Defaulting Shareholder issues a
                Call Option Notice, the valuation costs under CLAUSE 11.4(b)
                shall be borne by the Defaulting Shareholder. If no Relevant
                Non-Defaulting Shareholder issues any Call Option Notice, the
                valuation costs under CLAUSE 11.4(b) shall be borne by the
                Company.



                                                                             29.
<PAGE>

11.5    COMPLETION

        (a)     The relevant parties shall complete the sale of Shares which are
                the subject of a Call Option Notice within 30 Business Days
                after expiration of the 60 Business Days referred to under
                CLAUSE 11.4(c), provided that a sale of Shares shall not be
                completed until any dispute resolution proceedings commenced
                under CLAUSE 15 in relation to an Event of Default have been
                finally resolved and concluded;

        (b)     each relevant party shall cooperate in executing instruments of
                transfer and any other documents that the Company requires to
                give effect to that party's sale or purchase of Shares under
                CLAUSE 11.5; and

        (c)     the Shares to be sold in accordance with this CLAUSE 11 shall be
                free from any pledge, lien or charge.

11.6    WINDING-UP OF THE COMPANY

        If:

        (a)     no Pre-Call Option Notices are served by any Non-Defaulting
                Shareholder within the 20 Business Day period referred to in
                CLAUSE 11.4(a); or

        (b)     subsequent to the service of a Pre-Call Option Notice, no Call
                Option Notices are issued by any Non-Defaulting Shareholder
                within the 60 Business Day period referred to in CLAUSE 11.4(c),

        then, unless otherwise agreed by the Non-Defaulting Shareholders, the
        Shareholders shall take steps to wind up the Company and any Company
        surplus on winding up shall be distributed to the Shareholders in
        proportion to their respective Equity Interest on the date the winding
        up proceeding commences.

11.7    AMOUNT DUE ON COMPLETION

        Any amount owing at the time of completion of a sale and purchase of
        Shares under this CLAUSE 11:

        (a)     to the Company by a Defaulting Shareholder (including valuation
                costs under CLAUSE 11.4(d)):

                (i)     is immediately due and payable; and

                (ii)    remains due to the Company (to the extent that it
                        remains unpaid) even if the Defaulting Shareholder
                        ceases to be a Shareholder; and

                (iii)   if the Defaulting Shareholder has not repaid the amount
                        owing to the Company, a Shareholder buying Shares from
                        the Defaulting Shareholder shall first deduct from the
                        amount it is obliged to pay the Defaulting Shareholder
                        for the Shares the amount owing to the Company and pay
                        that amount to the Company. The Defaulting Shareholder
                        shall be deemed to



                                                                             30.
<PAGE>

                        have received the amount so deducted toward the payment
                        of the purchase price of the Shares.

        (b)     by the Company to a Defaulting Shareholder:

                (i)     remains due to the Defaulting Shareholder (to the extent
                        that it remains unpaid) even if the Defaulting
                        Shareholder ceases to be a Shareholder; and

                (ii)    if the Company does not or cannot repay the amount
                        owing, a Shareholder buying Shares from the Defaulting
                        Shareholder shall ensure that the Company uses its best
                        endeavours to make arrangements to repay the amount to
                        the Defaulting Shareholder as soon as possible.

12.     DEADLOCK

        (a)     A deadlock ("DEADLOCK") shall, unless otherwise agreed by the
                Parties, be deemed to have occurred where:

                (i)     a resolution of the Shareholders' Meeting or the Board
                        for the transaction of any business of the Company
                        cannot be obtained after 3 successive attempts;

                (ii)    the Directors or Shareholders (as appropriate) are
                        unable to reach agreement on any of the matters under
                        CLAUSE 3.3(c) or CLAUSE 4.3 (as appropriate) which have
                        arisen, after 3 successive attempts to agree;

                (iii)   a Shareholders' Meeting or a meeting of the Board of
                        Directors cannot be convened because of the absence of
                        the requisite quorum, after 3 successive attempts;

                (iv)    The Parties are unable to agree on the terms and
                        conditions of any Separate Agreement required pursuant
                        to CLAUSE 7, within 30 days of the determination under
                        CLAUSE 7.2(a) that Financial Support is required to be
                        given by the Parties to the Company.

                The Directors shall immediately after the occurrence of a
                Deadlock, refer the matter which is the subject of such Deadlock
                to the most senior officer of each of the Shareholders
                ("OFFICER"). Each Shareholder shall procure that its Officer
                shall, negotiate in good faith with each other with a view to
                resolution of such Deadlock.

        (b)     Upon the resolution of such Deadlock in accordance with CLAUSE
                12(a), the Directors shall be bound to give effect to the
                agreement reached between the Officers in respect of such
                Deadlock.

        (c)     If a resolution of such Deadlock is not agreed upon by all
                Shareholders within 30 Business Days after the date of the
                Board's referral to the Officers, a Valuer shall be appointed
                within 14 Business Days after the expiration of the said 30
                Business Days to determine the Independent Valuer's Price. The
                Independent Valuer's Price assessed and certified in writing by
                the Valuer, who shall act as an expert and not



                                                                             31.
<PAGE>

                an arbitrator, shall be the reserved price ("RESERVED PRICE").
                The decision of the Valuer binds the Company, the Board and the
                Shareholders.

        (d)     Within 60 Business Days from the date that the Reserved Price is
                certified in writing by the Valuer, any Shareholder may offer to
                purchase all (but not less than all) the Shares held by the
                other Shareholders by setting a price, which shall not be less
                than the Reserved Price, and delivering it in a sealed notice of
                offer ("BID") to the Valuer. Any Shareholder who has not
                submitted any Bid within the said 60 Business Days shall be
                deemed to have consented to sell all its Shares to the Highest
                Bidder (as defined below).

        (e)     The Valuer shall open the sealed Bid(s) before a representative
                from each of the Shareholders within 7 Business Days from the
                earlier of the end of the 60 Business Day period referred to at
                CLAUSE 12(d) above and the day that the Valuer has received Bids
                from all the Shareholders. Each offer shall be deemed to include
                the following:

                (i)     the Shares which are the subject of the offer are to be
                        transferred free from any mortgage, charge, lien,
                        pledge, or other encumbrances and with all rights
                        including dividend rights attached or accruing to them;
                        and

                (ii)    the sale is to be for cash payable in full on
                        completion.

        (f)     The Shareholder who offered the highest price ("HIGHEST BIDDER")
                shall be entitled and obligated to purchase the other
                Shareholders' Shares and the other Shareholders shall be
                entitled and obligated to sell their Shares at the price
                offered. Completion of the sale and purchase shall take place
                within 60 Business Days from the date the sealed Bid(s) are
                opened.

        (g)     In the event that equal offers are made by 2 or more
                Shareholders, the Shareholders who made the equal offers shall
                be entitled to submit fresh Bids (not less than the Reserved
                Price) within the next 30 Business Days. The bidding procedure
                above shall be repeated until a highest offer is obtained and a
                sale completed.

        (h)     CLAUSE 11.5(b) shall, with the necessary modification, apply to
                a sale and transfer under this CLAUSE 12.

        (i)     If no Bid is received at all or after a round of equal offers,
                then, the Shareholders shall take steps to wind up the Company
                and any Company surplus on winding up shall be distributed to
                the Shareholders in proportion to their respective Equity
                Interest on the date the winding up proceeding commences.

13.     REPRESENTATIONS AND WARRANTIES

        As of the date hereof, each of the Parties warrant to each other as
        follows:

        (a)     It is a corporation duly incorporated and validly existing under
                the Applicable Law of Japan;



                                                                             32.
<PAGE>

        (b)     It has all necessary power and authority to execute and deliver
                this Agreement and/or to perform fully its obligations hereunder
                and to consummate the transactions contemplated hereby. The
                execution and delivery of this Agreement, the performance of the
                obligations of it hereunder, and the consummation of the
                transactions contemplated hereby on its part have been duly and
                validly authorized by its board of directors, and, where
                necessary, have been authorized by its stockholders;

        (c)     This Agreement has been duly and validly executed and delivered
                by it and constitutes the valid and legally binding obligation
                of it enforceable against it in accordance with its terms;

        (d)     The execution, delivery and performance of this Agreement by it,
                and the consummation of the transactions contemplated hereby by
                it will not:

                (i)     violate any provision of its articles of incorporation
                        or internal rules (if any) or;

                (ii)    violate, conflict with or result in the breach of any of
                        the terms of, result in a modification of the effect of,
                        otherwise give any other contracting party the right to
                        terminate, or constitute (or, with notice or lapse of
                        time or both, would constitute) a default under, any
                        material contract to which it is a party or by or to
                        which it or any of its assets, properties or business
                        may be bound or subject;

                (iii)   violate any order, judgment, injunction, award or decree
                        of any court, arbitrator or governmental or regulatory
                        body against, or binding upon it;

                (iv)    violate any Applicable Law; or

                (v)     violate any license held by it.

        (e)     It is not required to submit on or prior to the Commencement
                Date any notice, report or other filing to or with any
                governmental or regulatory authorities, or to obtain any
                governmental or regulatory authorization or approval, in
                connection with the execution or delivery of this Agreement or
                the consummation of the transactions contemplated herein, except
                as has been completed prior to the Commencement Date and as
                provided in ATTACHMENT 13(e); and

        (f)     There is no action, suit or proceeding pending against or, to
                the best of its knowledge, threatened against or affecting it
                with respect to its business, in which an adverse decision would
                (individually or in the aggregate):

                (i)     materially impair its ability to perform its obligations
                        under this Agreement; or

                (ii)    enjoin or prohibit any of the transactions contemplated
                        by this Agreement.



                                                                             33.
<PAGE>

14.     TERMINATION

14.1    TERMINATION OF AGREEMENT

        This Agreement terminates:

        (a)     on any date agreed by all of the Parties;

        (b)     on the date when the Company is wound up; or

        (c)     on the date when a single Shareholder becomes the beneficial
                owner of all of the Shares.

14.2    CONSEQUENCES OF TERMINATION

        On termination, subject to CLAUSE 14.3, this Agreement is at an end as
        to its future operation except for the enforcement of any right or claim
        which arises on, or has arisen before, termination.

14.3    CLAUSES SURVIVING TERMINATION

        Despite any other provision of this Agreement, unless the Shareholders
        otherwise agree unanimously in writing CLAUSES 1 (Interpretation), 2.8
        (Restraint), 7.3 (Indemnity), 14 (Termination), 15 (Dispute Resolution),
        16 (Confidentiality), 19 (Indemnification) and 20 (General) survive the
        termination of this Agreement.

15.     DISPUTE RESOLUTION

15.1    DISPUTE

        If a dispute, controversy or claim arises between any of the Parties as
        to:

        (a)     the construction of this Agreement; or

        (b)     the rights or obligations of a Party under this Agreement; or

        (c)     any other matter arising out of or relating to this Agreement,

        the parties shall undertake in good faith to use all reasonable
        endeavours to settle the dispute in accordance with this CLAUSE 15.

15.2    NEGOTIATION

        Each Party, or the chief executive officer (or equivalent senior
        representative) of each Party which is not a natural person, shall meet
        within 10 Business Days of the dispute arising to discuss a resolution
        of the dispute. Should this resolve the dispute then the resolution
        shall be set out in a statement signed by each Party or each Party
        representative.



                                                                             34.
<PAGE>

15.3    FURTHER PROCEDURE

        A Party may not commence court proceedings relating to any dispute
        arising from this Agreement other than to seek provisional interlocutory
        relief unless it has complied with CLAUSE 15.2, provided that where a
        Party fails to comply with CLAUSE 15.2, any other Party may immediately
        refer the dispute to arbitration or commence court proceedings in
        relation to the dispute.

15.4    COSTS OF DISPUTE RESOLUTION

        Each Shareholder shall pay its own costs and disbursements associated
        with the procedures set out in CLAUSE 15.2.

15.5    CONTINUING OBLIGATIONS

        Notwithstanding the foregoing provisions of this CLAUSE 15, pending the
        resolution of any dispute, the Parties shall without delay continue to
        perform their respective obligations under this Agreement except,
        provided that a Party has acted reasonably and bona fide in relation to
        the dispute (including without limitation in respect to the subject
        matter thereof and the circumstances giving rise thereto), to the extent
        that the matter the subject of the dispute and matters necessarily
        dependent on it cannot be proceeded with until the dispute has been
        determined.

16.     CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS

16.1    CONFIDENTIALITY INFORMATION FALLING UNDER CONFIDENTIAL INFORMATION

        "CONFIDENTIAL INFORMATION" in this Agreement means (1) whether it is
        conveyed in writing, orally or by electronic media, any information
        (including but not limited to information, proprietary information,
        trade secrets, inventions, patents, designs, opinions, forecasts
        (financial or otherwise), project related information, drawings,
        financial statements, know-how and technology which require careful
        treatment for competitive reasons) provided or disclosed by either Party
        or its related company or the Company (including but not limited to the
        directors of the Company) ("DISCLOSING PARTY") to the other Party or its
        related company ("RECEIVING PARTY") in relation to this Agreement, the
        Company or the Business and (2) tangible or intangible items containing
        such information; provided that Confidential Information shall not
        include that which falls under any of the following items (a) through
        (c);

        (a)     any information which was publicly known at the time of
                disclosure due to reasons other than the breach of this
                Agreement and any information which becomes publicly known after
                disclosure due to reasons other than the breach of this
                Agreement;

        (b)     any information which was already obtained legally from any
                source other than the Disclosing Party without breaching the
                confidentiality obligations of the Receiving Party owed to the
                Disclosing Party hereunder, and any information which is
                hereafter obtained legally from any source other than the
                Disclosing Party without breaching the confidentiality
                obligations of the Receiving Party to the Disclosing Party
                hereunder; or



                                                                             35.
<PAGE>

        (c)     any information independently developed by the Receiving Party
                without reference to or use of Confidential Information
                disclosed by the Disclosing Party.

16.2    TREATMENT OF CONFIDENTIAL INFORMATION

        A Receiving Party agrees to comply with the following provisions in
        respect of Confidential Information unless otherwise consented
        (including but not limited to any consent made pursuant to an agreement
        relating to permission of use of the Confidential Information, etc.
        entered into or to be entered into by and between the Disclosing Party
        and the Receiving Party) in writing before or after the fact by the
        Disclosing Party:

        (a)     the Receiving Party shall not use Confidential Information
                directly or indirectly, in any respect or for any reason, for
                itself or any third party except for the purpose of carrying out
                the transactions contemplated in this Agreement (the "Permitted
                Purpose") and shall not allow any third party to use the same;

        (b)     in handling Confidential Information, the Receiving Party shall
                pay attention as if protecting its own proprietary information,
                useful information for competitive purposes or information
                relating to trade secrets, and keep the same confidential (in
                any case, at least to the extent considered reasonable);

        (c)     the Receiving Party shall not copy or reproduce Confidential
                Information except as required to carry out the Permitted
                Purpose unless it obtains the prior written approval of the
                Disclosing Party in respect of that specific Confidential
                Information which it is necessary to copy or reproduce. In such
                case, the Disclosing Party shall not unreasonably withhold such
                written approval. The Receiving Party shall, on any such copy or
                reproduction, indicate that such Confidential Information is
                proprietary and confidential; and

        (d)     In respect of disclosure of Confidential Information, disclosure
                by the Receiving Party shall be limited to those persons who
                have a "need to know" for the Permitted Purpose, employees of
                the Receiving Party subjected to a binding written obligation to
                keep the Confidential Information confidential, and any other
                person who is bound by enforceable regulations relating to
                professional responsibility in respect of the confidentiality of
                the Confidential Information.

16.3    RETURN OF CONFIDENTIAL INFORMATION

        If any transaction contemplated in this Agreement fails to be completed
        by Closing, the Receiving Party shall promptly:

        (a)     Return to the Disclosing Party or destroy any and all
                Confidential Information disclosed to it;

        (b)     Return to the Disclosing Party any and all Confidential
                Information distributed to any third parties by the Receiving
                Party or ensure that such third parties destroy any Confidential
                Information distributed to them, by taking all reasonable
                measures;

        (c)     To the extent reasonably possible, delete any and all
                Confidential Information from the computers in which such
                Confidential Information is installed or programmed,



                                                                             36.
<PAGE>

                and ensure that any third parties who received Confidential
                Information delete such Confidential Information from the
                computer in which the same is installed or programmed, to the
                extent reasonably possible by taking all reasonable measures;
                and

        (d)     Destroy any and all reproductions, memos, reports, analysis
                results or memorandums prepared by or for the Receiving Party,
                which contains Confidential Information except for those
                required to be kept to comply with professional or legal
                obligations.

16.4    EXCEPTIONS

        A Party may make such disclosures in relation to this Agreement as it
        may think necessary:

        (a)     to its professional advisers and financiers upon those persons
                undertaking to keep confidential any information so disclosed;
                or

        (b)     notwithstanding CLAUSE 16, to comply with an order of any
                competent court or any of then effective Applicable Law,
                provided that the Receiving Party shall promptly notify the
                Disclosing Party of such requirement so that the Disclosing
                Party may file a protective order or take other appropriate
                relief prior to such disclosure. The Receiving Party shall take
                any reasonable measures required by the Disclosing Party to
                support the filing of such protective order or other appropriate
                relief at the Disclosing Party's expense.

16.5    OTHERS

        It is not intended by the Parties that this CLAUSE 16 grants to the
        Receiving Party rights with respect any patent, copyright, tradename or
        other Intangible Property Rights of the Disclosing Party, and this
        CLAUSE 16 shall not grant any such rights to the Receiving Party.

17.     NOTICES

        (a)     A notice, consent or other communication under this Agreement is
                only effective if it is in writing, signed and either left at
                the addressee's address or sent to the addressee by mail, fax or
                e-mail. If it is sent by mail, it is taken to have been received
                3 Business Days after it is posted. If it is sent by fax, it is
                taken to have been received when the addressee actually receives
                it in full and in legible form. A Party who sends a notice
                according to this CLAUSE 17(a) shall confirm that the other
                Party has received such notice. Such confirmation shall be done
                using a different method of communication from the way that the
                notice in question was given. If it is discovered by the
                confirmation or by any other reason that the notice mentioned
                above has not reached the other Party after the time usually
                needed, the Party who sent the notice shall promptly send the
                notice again to the other Party.

        (b)     A person's address and fax number are those set out below, or as
                the person notifies the sender:



                                                                             37.
<PAGE>


                SHINKO ELECTRIC CO., LTD.
                Address:         Toyo MK Building, 2-14 Toyo 7-Chome, Koto-ku,
                                 Tokyo, 135-8387, Japan
                Fax number:      (81)-3-5683-1161
                E-mail address:  takahasi-y@tokyo.shinko-elec.co.jp
                Attention:       Yoshiaki Takahashi, Corporate Planning Dept.
                                 Manager

                ASYST JAPAN
                Address:         Kaneko Dai-2 Building, 7th Floor, 6-23
                                 Shin-Yokohama 2-Chome, Kohoku-ku, Yokohama-shi,
                                 Kanagawa, 222-0033, Japan
                Fax number:      81-45-474-0830 Attention:       .
                E-mail address:  kyoshida@asyst.com
                Attention:       Keiichi Yoshida, Vice President and Chief .
                                 Financial Officer

                COMPANY
                Address:         Toyo MK Building, 2-14 Toyo 7-Chome, Koto-ku,
                                 Tokyo, 135-8387, Japan (proposed)
                Fax number:      (undecided)
                E-mail address:  (undecided)
                Attention:       (undecided)

        (c)     If the Company's address is determined to be different to that
                noted above, or if it becomes necessary to change a Party's
                address as referred to in clause 17(b), the relevant Party shall
                give prior written notice to each other Party of the necessity
                for such change and the new address.

18.     AMENDMENT AND ASSIGNMENT

18.1    AMENDMENT

        This Agreement can only be amended, supplemented, replaced or novated by
        another document signed by the Parties.

18.2    ASSIGNMENT

        A Party may only dispose of or otherwise create an interest in its
        rights under this Agreement with the consent of each other Party.

19.     INDEMNIFICATION

19.1    GENERAL INDEMNITY

        A Party ("INDEMNIFYING PARTY") shall indemnify and hold harmless the
        other Parties ("INDEMNIFIED PARTY") from and against losses,
        liabilities, damages, deficiencies, costs or expenses (including
        reasonable attorneys' fees and disbursements) reasonably attributable to
        the breach by the Indemnifying Party of any representation or warranty,
        or the non-performance, partial or total, of any covenant or obligation
        or agreement contained in, or made pursuant to, this Agreement.



                                                                             38.
<PAGE>

19.2    NO DOUBLE CLAIM

        the Parties shall not be entitled to the same economic benefits a
        multiple number of times even though they are covered by the provisions
        of indemnification provided herein.

20.     GENERAL

20.1    GOVERNING LAW

        This Agreement is governed by the law in force in Japan. Each of the
        Parties hereto hereby irrevocably submits to the exclusive jurisdiction
        of the Tokyo District Court.

20.2    LANGUAGE

        This Agreement shall be executed in the Japanese language which shall be
        the official text hereof. Any translation of this Agreement into other
        languages shall be used only for the purpose of convenience and shall
        not affect the interpretation of the provisions of this Agreement.

20.3    LIABILITY FOR EXPENSES

        Each Party shall pay its own expenses incurred in negotiating,
        executing, stamping and registering this Agreement.

20.4    GIVING EFFECT TO THIS AGREEMENT

        Each Party shall do anything (including execute any document), and shall
        ensure that its employees and agents do anything (including execute any
        document), that the other Party may reasonably require to give full
        effect to this Agreement.

20.5    WAIVER OF RIGHTS

        A right may only be waived in writing, signed by the Party giving the
        waiver, and:

        (a)     no other conduct of a Party (including a failure to exercise, or
                delay in exercising, the right) operates as a waiver of the
                right or otherwise prevents the exercise of the right;

        (b)     a waiver of a right on one or more occasions does not operate as
                a waiver of that right if it arises again; and

        (c)     the exercise of a right does not prevent any further exercise of
                that right or of any other right.

20.6    OPERATION OF THIS AGREEMENT

        (a)     The Transaction Documents contain the entire agreement between
                the Parties about its subject matter. Any previous
                understanding, agreement, representation or warranty relating to
                that subject matter is replaced by the Transaction Documents and
                has no further effect.



                                                                             39.
<PAGE>

        (b)     Any right that a person may have under this Agreement is in
                addition to, and does not replace or limit, any other right that
                the person may have.

        (c)     Any provision of this Agreement which is unenforceable or partly
                unenforceable is, where possible, to be separated to the extent
                necessary to make this Agreement enforceable, unless this would
                materially change the intended effect of this Agreement.

20.7    OPERATION OF INDEMNITIES

        (a)     Each indemnity in this Agreement survives the expiry or
                termination of this Agreement.

        (b)     A Party may recover a payment under an indemnity in this
                Agreement before it makes the payment.

20.8    CONSENTS

        Where this Agreement provides that a Party may agree or consent to
        something (however it is described), the other party may:

        (a)     agree or consent, or not agree or consent, in its absolute
                discretion; and

        (b)     agree or consent subject to conditions,

        unless this Agreement expressly provides otherwise.

20.9    EXCLUSION OF CONTRARY LEGISLATION

        Any legislation that adversely affects an obligation of a Party, or the
        exercise by a Party of a right or remedy, under or relating to this
        Agreement is excluded to the full extent permitted by law.

20.10   COUNTERPARTS

        This Agreement may be executed in counterparts.

20.11   ATTORNEYS

        Each person who executes this Agreement on behalf of a Party under a
        power of attorney declares that he or she is not aware of any fact or
        circumstance that might affect his or her authority to do so under that
        power of attorney.



                                                                             40.
<PAGE>

In witness whereof, the Parties hereto execute two originals of the Agreement
and hold one original each.


May 24, 2002


SIGNED by SHINKO ELECTRIC CO., LTD.:


/s/ Hirobumi Saeki
--------------------------
Hirobumi Saeki
President


SIGNED by ASYST JAPAN INC.


/s/ Josui Nashimoto
--------------------------
Josui Nashimoto
President

                                                                              41