<PAGE>
                                                                   EXHIBIT 10.38


                            SHARE PURCHASE 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
        1.4    Multiple Parties                                                          8

2.      AGREEMENT ON SALE AND PURCHASE OF SHARES                                         8

        2.1    Sale and Purchase                                                         8
        2.2    Ownership and Risk                                                        9

3.      PURCHASE PRICE                                                                   9

        3.1    Purchase Price Payable on Closing                                         9
        3.2    Post Closing Purchase Price Adjustment                                    9

4.      CLOSING                                                                         10

        4.1    Time and Place of Closing                                                10
        4.2    Obligations of Vendor to Deliver Documents at Closing                    10
        4.3    Other Obligations of Vendor at Closing                                   11
        4.4    Payment Obligation of Purchaser at Closing                               11
        4.5    Obligations of Purchaser to Deliver Documents at Closing                 11
        4.6    Other Obligations of Purchaser at Closing                                12
        4.7    [Omitted]                                                                12
        4.8    Procedures immediately after Closing                                     12
        4.9    Determination of Corporate Separation Effective Date Balance Sheet       12

5.      OBLIGATIONS OF PARTIES BEFORE AND AFTER CLOSING                                 13

        5.1    Conduct of Transferred Business                                          13
        5.2    Conduct of the Company                                                   14
        5.3    Continuity of Relationship with Customers and Suppliers                  15
        5.4    Access to Information of Company by Purchaser                            16
        5.5    Vendor Assistance Pending Closing                                        16
        5.6    Compliance with Laws Pending Closing                                     16
        5.7    Perfection                                                               17
        5.8    Ensuring Satisfaction of Closing Conditions                              17
        5.9    Notice of Changes                                                        17
        5.10   Reports, Taxes                                                           17
        5.11   Approval of Transfer of the Shares                                       18
        5.12   Obtaining Cooperation from Asyst Technologies                            18
        5.13   Faithful Negotiation regarding Conditions of Ancillary Agreements        18
        5.14   Obligation of Vendor to Provide Information concerning Transferred
               Business after Closing                                                   18
        5.15   Interpretation of Obligation of Vendor to Cause Company to Do
               Certain Act                                                              18

6.      VENDOR'S REPRESENTATIONS AND WARRANTIES                                         19
</TABLE>


<PAGE>

<TABLE>
<S>     <C>                                                                             <C>
        6.1    Representations and Warranties                                           19
        6.2    Exceptions                                                               19
        6.3    Repetition of Representations and Warranties                             19

7.      PURCHASER'S REPRESENTATIONS AND WARRANTIES                                      19

        7.1    Representations and Warranties                                           19
        7.2    Repetition of Representations and Warranties                             20

8.      CONDITIONS PRECEDENT                                                            20

        8.1    Conditions Precedent to Obligations of Vendor                            20
        8.2    Conditions Precedent to Obligations of Purchaser                         21
        8.3    Fulfillment by Waiver                                                    22

9.      OBLIGATION TO AVOID COMPETITIVE BUSINESS                                        23

        9.1    Definitions                                                              23
        9.2    Restraint Obligation                                                     23
        9.3    Permitted Involvement                                                    23
        9.4    Non-Interference                                                         23
        9.5    Reasonableness of Restraint                                              24

10.     TRANSFER OF TRANSFERRED BUSINESS UNDER CORPORATE
        SEPARATION AND RELATED MATTERS                                                  24

        10.1   Transfer of Transferred Business                                         24
        10.2   IT System of the Company                                                 24
        10.3   Transition Measures before Obtaining Permission under the
               Construction Business Law                                                25

11.     CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS                                        25

        11.1   Information Falling under Confidential Information                       25
        11.2   Treatment of Confidential Information                                    26
        11.3   Return of Confidential Information                                       27
        11.4   Exceptions                                                               27

12.     INDEMNITY                                                                       28

        12.1   Indemnity by Vendor                                                      28
        12.2   Indemnity by Purchaser                                                   29
        12.3   Settlement of Disputes                                                   30
        12.4   Restriction of Damages                                                   31

13.     TERMINATION OF AGREEMENT                                                        31

        13.1   Termination Event                                                        31
        13.2   Termination by Force Majeure                                             32
        13.3   Procedure and Effect of Termination                                      32

14.     NOTICES                                                                         32

        14.1   Method of  Notice                                                        32
        14.2   Address for Notices                                                      33
        14.3   Change of Address                                                        33
</TABLE>



                                                                             ii.
<PAGE>

<TABLE>
<S>     <C>                                                                             <C>
15.     AMENDMENT AND ASSIGNMENT                                                        33

        15.1   Amendment                                                                33
        15.2   Assignment                                                               33

16.     GENERAL PROVISIONS                                                              33

        16.1   Governing Law                                                            33
        16.2   Language                                                                 34
        16.3   Liability for Expenses                                                   34
        16.4   Giving Effect to This Agreement                                          34
        16.5   Waiver of Rights                                                         34
        16.6   Operation of This Agreement                                              34
        16.7   Survival of Representations and Warranties and Other Proceedings         35
        16.8   Consents                                                                 35
        16.9   Inconsistency with Other Documents                                       35
        16.10  Matters not Contemplated in This Agreement                               35
        16.11  Counterparts                                                             35
</TABLE>

Schedules

1       VENDOR'S OBLIGATION PRIOR TO CLOSING

2       CONTRACTS

3       FORM OF BALANCE SHEET AS OF CORPORATE SEPARATION
        EFFECTIVE DATE

4       CORPORATE SEPARATION PLAN

5       LIST OF TRANSFERRED EMPLOYEES

6       LIST OF TRANSFERRED ASSETS AND EXCLUDED ASSETS

7       LIST OF TRANSFERRED INTANGIBLE PROPERTY

8       NOTHING APPLICABLE

9       PLANT AND EQUIPMENT

10      DETAILS OF SHARES

11      VENDOR'S REPRESENTATIONS AND WARRANTIES

13      CORPORATE PROFILE OF COMPANY

15      EMPLOYEE BENEFIT PLANS

16      NOTHING APPLICABLE


                                                                            iii.
<PAGE>

17      ANCILLARY AGREEMENTS

18      BALANCE SHEET AS OF SUPPOSED CORPORATE SEPARATION

19      EXPECTED SUCCESSION PROCEDURES


                                                                             iv.
<PAGE>

SHARE PURCHASE AGREEMENT ("AGREEMENT")

DATE: MAY 24, 2002

PARTIES

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

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

RECITALS

A.      The Vendor and the Purchaser entered into the basic agreement dated as
        of April 16, 2002 regarding the corporate separation of the Vendor's
        semiconductor and liquid crystal materials conveyance system businesses
        into a newly created company to be incorporated and fully owned by the
        Vendor ("COMPANY") and thereafter the purchase by the Purchaser of a
        portion of the shares ("SHARES") of the Company from the Vendor
        ("TRANSACTION").

B.      The Vendor and the Purchaser desire to sell and purchase, respectively,
        the Shares subject to the terms and conditions of this Agreement.

        OPERATIVE PROVISIONS

1.      INTERPRETATION

1.1     DEFINITIONS

        The following definitions apply in this Agreement unless otherwise
        required by the context hereof.

        "AGREEMENT", "HONKEIYAKU", has the meaning given to it in the recitals
        and includes schedules attached hereto.

        "ANCILLARY AGREEMENTS", "FUZUI KEIYAKU", means such agreements which the
        Purchaser and the Vendor agree on being necessary and/or desirable for
        the ongoing operation of the Transferred Business of the Company and as
        set out in SCHEDULE 17, including but not limited to the following:

        (a)     service agreements between the Company and the Vendor and/or any
                Vendor Related Company, as the case may be;

        (b)     New Leases;

        (c)     utility (gas, electricity, etc.) related agreements for the
                Transferred Assets and the Leased Plant and Equipment between
                the Company and the Vendor;



<PAGE>

        (d)     parts-supply agreements between the Company and the Vendor
                and/or any Vendor Related Company, as the case may be;

        (e)     license agreements between the Company, Kobe Steel and the
                Vendor regarding the brand name "SHINKO" and "System Power
                Mark";

        (f)     license agreements between the Company and the Vendor or any
                Vendor Related Company or any other party, as the case may be,
                regarding the intellectual property rights currently used by the
                Vendor in relation to the Transferred Business;

        (g)     IT service agreements between the Company and the Vendor or any
                Vendor Related Company regarding the IT systems to be used by
                the Company;

        (h)     basic agreement between the Company and the Vendor regarding
                mutual consignment of business such as development, experiments,
                etc., with respect to the Vendor's hospital conveyance system,
                strength survey experiments and other related matters (such as
                (1) consignment from the Company to the Vendor regarding the
                experiments of strength survey, etc., products designs and other
                matters and (2) consignment from the Vendor to the Company
                regarding the hospital conveyance system, etc.); and

        (i)     all other agreements or contracts to be entered between the
                Vendor and/or any Third Parties and the Company which the Vendor
                and the Purchaser agree are necessary, advisable or desirable to
                properly operate the Transferred Business.

        "APPLICABLE LAW", "TEKIYOU HOUREI", means, as to any person, any
        legislation (including subordinate legislation), rule, treaty, judgment,
        decision, order, order or guidance of any administrative agency
        (including any guide line) and other similar matters thereto,
        irrespective of its place of establishment, that is applicable to or
        binding upon such person or any of its properties.

        "ASSIGNMENT LEASES", "SHOUKEI TAISHOU CHINTAISHAKU KEIYAKU", means the
        leases for the Plant and Equipment, etc. currently leased by the Vendor
        from Third Parties and which are to be assigned to the Company under the
        Corporate Separation.

        "ASSUMED CORPORATE SEPARATION BALANCE SHEET", "SOUTEI KAISHA BUNKATSUJI
        TAISHAKU TAISHOU HYOU", means the balance sheet of the Company prepared
        in accordance with the provisions hereof, which is expected to be the
        balance sheet of the Company as of the Corporate Separation Effective
        Date on the assumption that the Corporate Separation will be completed
        as of the Corporate Separation Effective Date pursuant hereto, and which
        is attached hereto as SCHEDULE 18.

        "ASYST TECHNOLOGIES", "ASISUTO TEKUNOROJIZU", means Asyst Technologies,
        Inc., a corporation organized and existing under the laws of U.S. and
        having its registered office at 48761 Kato Road, Fremont, California,
        being the parent company of the Purchaser holding 96.85% of the
        Purchaser's shares as of March 31, 2002.



                                                                              2.
<PAGE>

        "AUTHORIZATION", "JUKEN TOU", means an authorization, consent,
        acceptance, permission, approval or other similar matter thereto
        (including any renewal or amendment) necessary for any person to conduct
        matters concerned irrespective of the nature of the entity giving such
        authorization etc.

        "AUTHORIZED REPRESENTATIVE", "JUKEN DAIRININ", means, for a party:

        (a)     a representative director of the party; or

        (b)     an officer or an employee of the party or any other Third Party
                properly authorized in writing by the board of directors or
                other authorization organization of the party in respect of any
                act concerned.

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

        "CLAIM", "SEIKYU", means a claim, action, proceeding or demand made
        against the person concerned, however it arises and whether it is
        present or future, fixed or unascertained, contingent or actual.

        "CLOSING", "KUROJINGU", means the closing of the sale and purchase of
        the Shares under CLAUSE 4.

        "CLOSING DATE", "KUROJINGUBI", means October 15, 2002 being the date on
        which the Closing is to be made or such other date which is agreed in
        writing by the parties.

        "COMMERCIAL CODE", "SHOUHOU", means the Commercial Code of Japan (Law
        No. 48, March 9, 1899).

        "COMPANY", "HONKEN KAISHA", means the company referred to in RECITAL A,
        to be incorporated by the Vendor as a joint stock company with an
        initial paid up share capital of JPY 495 million, under the laws of
        Japan on the Scheduled Corporate Separation Effective Date and to be
        called "Asyst Shinko Inc.," ("Ashisuto Shinko Kabushiki Kaisha" in
        Japanese)(for the purpose of commercial register, "AshisutoShinko
        Kabushiki Kaisha" in Japanese, with no "space" between "Ashisuto" and
        "Shinko" for certain technical reasons) and to have its registered
        office at 2-14 Toyo 7-Chome, Koto-ku, Tokyo, Japan.

        "CONTRACT", "HONKEN KEIYAKURUI", means any contract relating to the
        Transferred Business existing at the Closing which the Vendor entered
        into in the ordinary course of business of the Transferred Business and
        which the Company will need to operate the Transferred Business and
        including but not limited to the Assignment Leases (but not including
        the New Leases), contracts for the maintenance of any asset or any
        equipment, and contracts among manufacturers, sellers and suppliers of
        Inventory, assets of Plant and Equipment, or Transferred Intangible
        Property, being the contracts specified in SCHEDULE 2.



                                                                              3.
<PAGE>

        "CORPORATE SEPARATION", "HONKEN KAISHA BUNKATSU", means the corporate
        separation of the Transferred Business from the Vendor into the Company,
        pursuant to the Corporate Separation Plan in accordance with the
        Commercial Code.

        "CORPORATE SEPARATION APPROVAL DATE", "KAISHA BUNKATSU SHOUNINBI", means
        the date on which the Corporate Separation is approved in the general
        meeting of shareholders of the Vendor, and the "SCHEDULED CORPORATE
        SEPARATION APPROVAL DATE" means June 27, 2002 or such other date which
        is agreed by the parties.

        "CORPORATE SEPARATION EFFECTIVE DATE", "KAISHA BUNKATSU KOURYOKU
        HASSEIBI", means the date on which the Corporate Separation becomes
        effective and the "Scheduled Corporate Separation Effective Date" means
        October 1, 2002 or such other date which is agreed by the parties.

        "CORPORATE SEPARATION EFFECTIVE DATE BALANCE SHEET", "KAISHA BUNKATSU
        KOURYOKU HASSEIBI TAISHAKU TAISHOU HYOU", means the balance sheet
        prepared pursuant to the provisions hereof including CLAUSES 3.2(b) AND
        4.9, as of the Corporate Separation Effective Date of the Company. The
        Corporate Separation Effective Date Balance Sheet shall be prepared in
        substance in the form of the balance sheet attached hereto as SCHEDULE
        3.

        "CORPORATE SEPARATION PLAN", "KAISHA BUNKATSU KEIKAKUSHO", means the
        corporate separation plan attached hereto as SCHEDULE 4.

        "DIFFERENCE", "SAGAKU", has the meaning given to it in CLAUSE 3.2(b).

        "EFFECTIVE DATE", "HONKEIYAKU KOURYOKU HASSEIBI", means the execution
        date of this Agreement.

        "ENCUMBRANCE", "SEIGENTEKI KENRI", means a mortgage, pledge, lien, other
        statutory or stipulated security, a right of set-off or similar right to
        withhold payment of a deposit or other money, or an easement, right of
        lease or arrangement of restriction to use things concerned or an
        agreement of creation or license of any of them.

        "EXCLUDED ASSET", "BUNKATSU TAISHOUGAI SHISAN", means any of the assets
        listed in SCHEDULE 6-2.

        "EXISTING LEASES", "KISON NO CHINTAISHAKU", means all leases under which
        the Vendor is a party as the lessee to be transferred by the Corporate
        Separation and all leases under which the Vendor is a party as the
        lessee to be sub-leased to the Company by the Vendor.

        "FORCE MAJEURE", "FUKAKOURYOKU JIYUU", has the meaning given to it in
        CLAUSE 13.2(a).

        "GOVERNMENT AGENCY", "SEIFU KIKAN", means:

        (a)     a government or government department or other body; or

        (b)     an administrative agency or judicial agency.



                                                                              4.
<PAGE>

        "INTANGIBLE PROPERTY", "MUTAI ZAISAN KEN", means trade names,
        copyrights, patents, trademarks, service marks, designs, utility models,
        know-how, trade secrets and any other similar industrial, commercial and
        intellectual property rights (whether or not those have been applied for
        or registered in any country), and specifications, drafts, drawings,
        manuals, domain names and any other confidential information relating to
        such intellectual property rights or the business.

        "INVENTORY", "TANAOROSHI SHISAN", means the Raw Materials,
        work-in-progress and finished goods used or to be used or to be sold in
        connection with or as part of the Transferred Business, which are owned
        or kept by the Vendor directly or indirectly, to be transferred to the
        Company under the Corporate Separation.

        "KOBE STEEL", "KOBE SEIKO", means Kobe Steel Ltd., ("Kabushiki Kaisha
        Kobe Seikosho" in Japanese), a corporation organized and existing under
        the laws of Japan and having its principal registered office at 3-18,
        Wakinohamacho 1-chome, Chuo-ku, Kobe, Hyogo, Japan and beneficially
        holding approximately 33% of the Vendor's shares as of March 31, 2002.

        "LABOR CONTRACT SUCCESSION LAW", "ROUDOU KEIYAKU SHOUKEIHOU", means the
        Law concerning Succession etc. of Labor Conditions upon Corporate
        Separation of Japan (Law No. 103, 2000).

        "LEASED PLANT AND EQUIPMENT", "CHINTAI TAISHOU KOUJOU SETSUBI", means
        all the Plant and Equipment which are currently owned or leased by the
        Vendor and which are to be leased to the Company under the New Leases or
        the Assignment Leases.

        "LEASED REAL PROPERTY", "HONKEN FUDOUSAN", means land (if any),
        buildings and the fixtures thereon and the premises on which such
        buildings and the fixtures thereon are established currently owned or
        leased by the Vendor to be subject of the new leases (including
        sub-leases) entered into between the Vendor and the Company.

        "NEW LEASES", "SHIN CHINTAISHAKU KEIYAKU", means the new leases
        (including sub-leases) to be entered between the Company and the Vendor
        or a Third Party (as appropriate) for the Plant and Equipment, etc.
        currently owned or leased by the Vendor, as listed in SCHEDULE 17.

        "PLANT AND EQUIPMENT", "KOUJOU SETSUBI", means all the plant buildings,
        company residences, equipment, machinery, vehicles, fixtures and
        fittings used in the Transferred Business (including both the
        Transferred Equipment and the Leased Plant and Equipment but excluding
        the Excluded Assets listed in SCHEDULE 6), as described in SCHEDULE 9.

        "POST CLOSING ADJUSTMENT AMOUNT", "KUROJINGU GO CHOUSEI KINGAKU", has
        the meaning given to it in CLAUSE 3.2(c)

        "POST CLOSING PURCHASE PRICE ADJUSTMENT", "KUROJINGU GO JOUTO KAKAKU
        CHOUSEI", has the meaning given to it in CLAUSE 3.2(a).



                                                                              5.
<PAGE>

        "PURCHASE PRICE", "HONKEN JYOUTO KAKAKU", has the meaning given to it in
        CLAUSE 3.1(a).

        "RAW MATERIALS", "GENZAIRYOU", means all materials (raw or processed)
        purchased by the Vendor to use in the Transferred Business and parts
        produced by the Vendor and includes:

        (a)     components, parts, raw materials and ingredients purchased from
                Third Parties;

        (b)     parts produced by the Vendor; and

        (c)     indirect materials such as consumables, spare parts and supplies
                used generally in the Transferred Business.

        "REAL PROPERTY", "FUDOUSAN", means land, buildings and the fixtures
        thereon.

        "SHAREHOLDERS AGREEMENT", "KABUNUSHIKAN KEIYAKU", means the shareholders
        agreement dated May 24, 2002 entered into by and between the Vendor and
        the Purchaser with respect to matters relating to the Company.

        "SHARES", "HONKEN KABUSHIKI", means 51% of the total outstanding shares
        in the Company to be sold to the Purchaser by the Vendor under this
        Agreement, as referred to in RECITAL A and described in detail in
        SCHEDULE 10.

        "TAX", "ZEIKIN", means a tax, levy, rate, duty, fee, royalty, charge,
        additional tax, deduction or withholding imposed by law or by a
        Government Agency, together with any related interest, surcharge or
        other charge.

        "THIRD PARTY/IES", "DAISANSHA", means any party other than the Vendor or
        the Purchaser, but including any Vendor Related Company.

        "TRANSACTION", "HONKEN TORIHIKI", has the meaning given to it in RECITAL
        A.

        "TRANSFERRED ASSETS", "BUNKATSU TAISHOU SHISAN", means each asset
        forming part of the Transferred Business or used in connection with the
        Transferred Business to be transferred to the Company pursuant to the
        Corporate Separation, as listed in SCHEDULE 6-1.

        "TRANSFERRED BUSINESS", "BUNKATSU TAISHOU JIGYOU", means the business of
        the Vendor to be transferred to the Company by the Vendor before the
        Closing Date, pursuant to the Corporate Separation Plan and to be
        operated by the Company after the Corporate Separation Effective Date,
        being the following businesses relating to the Vendor's semiconductor
        wafer and liquid crystal glass materials conveyance system business:

        (a)     development, design (including software);

        (b)     manufacturing, assembly;

        (c)     sales;

        (d)     installation work; and



                                                                              6.
<PAGE>

        (e)     service.

        For the avoidance of doubt, the Transferred Business will NOT include
        the Vendor's (i) hospital conveyance system business and (ii)
        semiconductor and liquid crystal manufacturing equipment businesses,
        which consist of the EFEM business and the liquid crystal material
        loader and robot business.

        "TRANSFERRED EMPLOYEE", "BUNKATSU TAISHOU JUUGYOUIN", means each of the
        employees, officers and directors of the Vendor related to the
        Transferred Business who are to be transferred to the Company under the
        Corporate Separation, as listed in SCHEDULE 5, or as otherwise agreed in
        writing between the parties.

        "TRANSFERRED INTANGIBLE PROPERTY", "BUNKATSU TAISHOU MUTAI ZAISANKEN",
        means all Intangible Property to be used in the Transferred Business as
        listed in SCHEDULE 7.

        "TRANSFERRED EQUIPMENT", "BUNKATSU TAISHOU KOUJOU SETSUBI", means all
        the plant buildings and equipment owned by the Vendor in respect of
        which the ownership is to be transferred to the Company pursuant to the
        Corporate Separation, including all those so described in SCHEDULE 9.

        "VALUER", "KANTEININ", means:

        (a)     an independent certified public accountant acceptable to all
                Shareholders; or

        (b)     failing their agreement within 10 Business Days of commencing
                negotiations in relation to the value which the Valuer is to
                determine, a Japanese audit corporation with an association with
                an internationally accepted accounting firm nominated by the
                auditing corporation conducting audit of the Company at that
                time.

        "VENDOR RELATED COMPANY", "URINUSHI KANREN KAISHA", means any subsidiary
        or related company ("subsidiary" and "related company" as defined in the
        Regulations Concerning Terminology, Form and Method of Preparation of
        Financial Statements, etc. (Ministry of Finance Ordinance No.59, 1963))
        of the Vendor.

1.2     RULES FOR INTERPRETING THIS AGREEMENT

        Headings are for convenience only, and do not affect interpretation
        hereof. 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;



                                                                              7.
<PAGE>

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

                (iv)    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 "contract" includes an undertaking or other binding
                arrangement or understanding, whether or not in writing.

        (e)     A reference to "Yen" or "JPY" is to an amount in the legal
                currency of Japan.

1.3     BUSINESS DAYS

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

1.4     MULTIPLE PARTIES

        If a party to this Agreement consists of more than one person, or a term
        is used in this Agreement to refer to more than one party:

        (a)     an obligation of those persons is joint and several;

        (b)     a right of those persons is held by each of them severally; and

        (c)     any other reference to that party or term is a reference to each
                of those persons separately, so that (for example) a
                representation, warranty or undertaking is given by each of them
                separately.

2.      AGREEMENT ON SALE AND PURCHASE OF SHARES

2.1     SALE AND PURCHASE

        Subject to CLAUSE 8, the Vendor as beneficial owners agree to sell to
        the Purchaser, and the Purchaser agrees to buy from the Vendor, the
        Shares (together with all rights accrued or attaching to the Shares)
        free from any Encumbrance, for the Purchase Price and otherwise on the
        terms of this Agreement.



                                                                              8.
<PAGE>

2.2     OWNERSHIP AND RISK

        Ownership and risk of the Shares until the Closing, remain solely with
        the Vendor and pass to the Purchaser on Closing.

3.      PURCHASE PRICE

3.1     PURCHASE PRICE PAYABLE ON CLOSING

        (a)     The Purchase Price payable by the Purchaser to the Vendor for
                the Shares on the Closing Date in accordance with CLAUSE 4.4
                shall be JPY 8,160 million ("PURCHASE PRICE"), being the amount
                determined in accordance with the following formula:

                  Purchase Price = enterprise value (JPY 16 billion being the
                  enterprise value of the Transferred Business) x 51%

3.2     POST CLOSING PURCHASE PRICE ADJUSTMENT

        (a)     The Purchase Price paid by the Purchaser on the Closing Date in
                accordance with CLAUSE 3.1 shall be subject to post-Closing
                adjustment ("POST CLOSING PURCHASE PRICE ADJUSTMENT") as
                described in this CLAUSE 3.2.

        (b)     As a result of the Post Closing Purchase Price Adjustment, the
                Purchase Price shall be adjusted to reflect any net difference
                ("DIFFERENCE") between the amount referred to at (i) below and
                the amount referred to at (ii) below:

                (i)     the net asset value calculated in accordance with the
                        Corporate Separation Effective Date Balance Sheet; and

                (ii)    the net asset value of JPY 4,325 million (made up of JPY
                        495 million of capital and JPY 3,830 million of capital
                        reserve) calculated in accordance with the Assumed
                        Corporate Separation Balance Sheet attached hereto as
                        SCHEDULE 18;

                with such Difference to be determined pursuant to CLAUSE 4.9.

        (c)     Subject to CLAUSE 3.2(d), the Post Closing Purchase Price
                Adjustment shall be made by way of the Vendor (if the Difference
                is a negative amount), or the Purchaser (if the Difference is a
                positive amount), paying the other, the amount of 51 % of the
                absolute value of such Difference (the "POST CLOSING ADJUSTMENT
                AMOUNT"), by wire transfer in immediately available funds to the
                bank account, designated by the other party, no later than 7
                Business Days after the Difference is determined pursuant to
                CLAUSE 4.9.

        (d)     The Post Closing Purchase Price Adjustment shall only be made by
                the relevant Party if the absolute value of the Difference is
                greater than JPY 10 million. The exact amount payable by the
                relevant Party as a result of the Post Closing Purchase Price
                Adjustment shall be determined by rounding the value of the Post
                Closing



                                                                              9.
<PAGE>

                Adjustment Amount up or down (as appropriate) to the nearest
                multiple of JPY 1 million.

4.      CLOSING

4.1     TIME AND PLACE OF CLOSING

        Closing is to take place at 1 p.m. or such other time which is agreed by
        the parties, on the Closing Date at the head office of the Company.

4.2     OBLIGATIONS OF VENDOR TO DELIVER DOCUMENTS AT CLOSING

        At Closing, the Vendor must deliver to the Purchaser:

        (a)     the share certificates for the Shares;

        (b)     any other documents which are necessary to vest full legal and
                beneficial ownership of the Shares in the Purchaser (if any);

        (c)     a certified copy of the commercial registry (tokibo-tohon) of
                the Company issued by the Japanese Legal Affairs Bureau as to
                the legal existence of the Company;

        (d)     a certificate prepared by the representative director of the
                Company stating that any and all permissions, licenses,
                registration documents, account books, records and other
                documents and materials relating to transactions and finance and
                which are reasonably necessary for the conduct of the
                Transferred Business are held by the Company, and that the
                access of shareholders of the Company to such documents and
                materials pursuant to the provisions of the Shareholders
                Agreement is being approved;

        (e)     certified copies of the minutes of general meetings of
                shareholders and the board of directors of the Vendor
                authorising the performance of the transactions contemplated
                herein;

        (f)     certified copies of the minutes of the board of directors of the
                Company approving the transfer of the Shares hereunder;

        (g)     copies of any permissions and licenses issued to the Company
                under any Applicable Law relating to its business activities (if
                any);

        (h)     copies of the written resignations of all but 3 of the
                directors(being Mr. Hirobumi Saeki, Mr. Hitoshi Kawano and Mr.
                Tadashi Imagawa) of the Company, which resignations must
                acknowledge that they take effect without any entitlement to
                compensation (for loss of office or otherwise) as a result;

        (i)     a certificate signed by a representative director of the Vendor,
                dated the Closing Date, which certifies that the representations
                and warranties of the Vendor hereunder are, by reference to the
                facts subsisting on the Closing Date, complete



                                                                             10.
<PAGE>

                and correct in all material respects as if given on that date,
                and that there has been no material breach by the Vendor of its
                obligations under this Agreement or the Shareholders Agreement;
                and

        (j)     where required under the terms and conditions of any agreements,
                including but not limited to leases for Real Property or
                buildings, which are being transferred to the Company as part of
                the Corporate Separation, certificates from each creditor or
                lessor having granted consent to the transfer of the said lease
                to the Company and the acquisition of the Shares by the
                Purchaser (if necessary) and the other transactions contemplated
                hereby, and representing that there are no outstanding Claims or
                litigation against the Vendor for the reason of not obtaining
                any such consent.

4.3     OTHER OBLIGATIONS OF VENDOR AT CLOSING

        The Vendor shall conduct any other matters necessary to complete the
        Transaction reasonably requested by the Purchaser.

4.4     PAYMENT OBLIGATION OF PURCHASER AT CLOSING

        (a)     The Purchaser must pay the whole Purchase Price, to the Vendor,
                or as the Vendor may in writing direct, by immediately available
                funds in Japanese yen.

        (b)     Payment by the Purchaser of the Purchase Price pursuant to
                CLAUSES 4.4(a) above shall be made by way of wire transfer into
                the bank account designated by the Vendor to the Purchaser.
                Designation of the bank account by the Vendor shall be made by
                written notice to the Purchaser at least 10 Business Days before
                the Closing Date.

4.5     OBLIGATIONS OF PURCHASER TO DELIVER DOCUMENTS AT CLOSING

        At the Closing, the Purchaser must deliver to the Vendor:

        (a)     certified copies of the minutes of its board of directors
                authorising the performance of the transactions contemplated
                hereby;

        (b)     a notice of receipt of share certificates; and

        (c)     a certificate signed by a representative director of the
                Purchaser, dated the Closing Date, which certifies that the
                representations and warranties of the Purchaser hereunder are,
                by reference to the facts subsisting on the Closing Date,
                complete and correct in all material respects as if given on
                that date, and that there has been no material breach by the
                Purchaser of its obligations under this Agreement or the
                Shareholders Agreement.



                                                                             11.
<PAGE>

4.6     OTHER OBLIGATIONS OF PURCHASER AT CLOSING

        The Purchaser shall conduct any other matters necessary to complete the
        Transaction reasonably requested by the Vendor.

4.7     [OMITTED]

4.8     PROCEDURES IMMEDIATELY AFTER CLOSING

        (a)     Immediately after the Closing, the Purchaser shall request that
                the registered shareholder concerning the Shares in the
                shareholders' register of the Shares be transferred to it and
                the Vendor shall cause the Company to make such transfer. After
                the Closing and until such transfer has been made to the
                Purchaser, the Vendor shall do any reasonable act required by
                prior written notice of the Purchaser in its capacity as
                shareholder listed in the shareholders' register of the Shares.

        (b)     Immediately after the Closing, the Vendor shall, in order for
                the persons designated by the Purchaser pursuant to the
                provisions of the Shareholders Agreement to be appointed as
                directors or auditors of the Company, cause the Company to hold
                an extraordinary general meeting of shareholders and take any
                action necessary for such appointment.

4.9     DETERMINATION OF CORPORATE SEPARATION EFFECTIVE DATE BALANCE SHEET

        (a)     As soon as possible after the Closing, the Vendor and the
                Purchaser shall cause the Valuer to determine the Corporate
                Separation Effective Date Balance Sheet in accordance with the
                method agreed by the Vendor and the Purchaser. Such
                determination of the Corporate Separation Effective Date Balance
                Sheet shall be planned to be completed within 7 Business Days
                after commencement by the Valuer and must be completed in any
                case within 30 Business Days following the Corporate Separation
                Effective Date.

        (b)     The Vendor and the Purchaser shall cause the Valuer, if there
                exists any difference between the real net asset value and the
                assumed net asset value, to issue a written document stating
                each amount and the reason for the difference, to the Purchaser
                and the Vendor. Such determination of the Valuer shall be
                binding on the Purchaser and the Vendor.

        (c)     Any expenses arising relating to the Valuer in respect of the
                provisions of this CLAUSE 4.9 shall be borne by the Vendor and
                the Purchaser equally.



                                                                             12.
<PAGE>

5.      OBLIGATIONS OF PARTIES BEFORE AND AFTER CLOSING

5.1     CONDUCT OF TRANSFERRED BUSINESS

        The Vendor must ensure that, until the Corporate Separation Effective
        Date it:

        (a)     conducts the Transferred Business as a going concern with all
                due care and in accordance with normal and prudent practice
                (having regard to the nature of the Transferred Business and its
                past practice);

        (b)     uses its commercially reasonable best endeavors to:

                (i)     maintain or enhance the profitability and value of the
                        Transferred Business;

                (ii)    properly transfer to the Company and thereafter retain
                        all Transferred Employees;

                (iii)   reasonably maintain and protect all Transferred Assets
                        in the ordinary course of business; and

                (iv)    reasonably maintain and protect all property which is
                        the subject of New Leases or Assignment Leases in the
                        ordinary course of business.

        (c)     does not, without giving prior written notice to the Purchaser,
                in relation to the Transferred Business (provided that if the
                Purchaser objects to such notice, the Vendor shall not carry out
                such acts, however, the Purchaser may not unreasonably object to
                such notice):

                (i)     enter into any material contract or terminate or alter
                        any term of any contract other than in the ordinary
                        course of business;

                (ii)    incur any expenditure or liability more than JPY 40
                        million or commitment longer than 1 year or, except in
                        the ordinary course of business, any other expenditure,
                        liability or commitment;

                (iii)   other than in the ordinary course of business:

                        (A)     dispose of;

                        (B)     grant an option over; or

                        (C)     grant an Encumbrance (excluding any rights
                                naturally incurred pursuant to the law in
                                respect of movable property) over,

                        any of the Transferred Assets or any of the property
                        which is the subject of New Leases or Assignment Leases;

                (iv)    make any new investment, the amount of which is more
                        than JPY 40 million, including the purchase or lease of
                        Plant and Equipment or furniture;



                                                                             13.
<PAGE>

                (v)     other than in the ordinary course of employee relations,
                        hire new employees in relation to the Transferred
                        Business or terminate the employment or service
                        agreement, of any Transferred Employee or alter the
                        terms of employment or service (including the terms of
                        pensions or any other benefit) of any Transferred
                        Employee; or

                (vi)    agree to do any of those things specified in (i) through
                        (v); and

        (d)     maintains insurance at the same level as that established at the
                date of this Agreement in relation to the Transferred Business.

 5.2    CONDUCT OF THE COMPANY

        The Vendor must, for the period from (and including) the Corporate
        Separation Effective Date to the Closing Date, cause the Company:

        (a)    to conduct the Transferred Business as a going concern with all
               due care and in accordance with normal and prudent practice
               (having regard to the nature of the Transferred Business and its
               past practice);

        (b)     to use its commercially reasonable best endeavors to:

                (i)     maintain or enhance the profitability and value of the
                        Transferred Business;

                (ii)    retain all Transferred Employees; and

                (iii)   maintain and protect its assets in reasonable condition
                        in the ordinary course of business;

        (c)     not to, without the prior written consent of the Purchaser:

                (i)     enter into any material contract, terminate or alter any
                        term of any contract, other than in the ordinary course
                        of business;

                (ii)    incur any expenditure or liability more than JPY 40
                        million or commitment longer than 1 year or, except in
                        the ordinary course of business, any other expenditure,
                        liability or commitment;

                (iii)   other than in the ordinary course of business:

                        (A)     dispose of;

                        (B)     grant an option over; or

                        (C)     grant an Encumbrance (except for any rights
                                naturally incurred pursuant to the law in
                                respect of movable property) over,

                        any of the assets of the Company;



                                                                             14.
<PAGE>

                (iv)    make any new investment, the amount of which is more
                        than JPY 40 million, including the purchase or lease of
                        Plant and Equipment or furniture;

                (v)     other than in the ordinary course of employee relations,
                        hire new employees in relation to the Transferred
                        Business or terminate the employment or service
                        agreement of any Transferred Employee, or alter the
                        terms of employment or service (including the terms of
                        pensions or any other benefit) of any employee;

                (vi)    make, accrue or become liable for any bonus, profit
                        sharing or incentive payment or other similar payment,
                        except for accruals under existing plans, if any, and
                        increase the salary, bonus or other similar payment
                        payable or to become payable by it to any of its
                        officers or employees, other than increases in the
                        ordinary course of business;

                (vii)   waive any rights of material value (other than in the
                        ordinary course of business);

                (viii)  allot or issue any share, any securities convertible
                        into or exchangeable with any share, or any securities
                        or any rights which may entitle the holder thereof to
                        undertake any share;

                (ix)    declare or pay any dividend or make any other
                        distribution of its assets or profits;

                (x)     alter its articles of incorporation;

                (xi)    pass any special resolution relating to the Company
                        (except for approval of the transfer of the Shares
                        hereunder); or

                (xii)   agree to do any of those things specified in (i) through
                        (xi) with any person other than the Purchaser.

5.3     CONTINUITY OF RELATIONSHIP WITH CUSTOMERS AND SUPPLIERS

        (a)     Without in any way limiting CLAUSE 5.1, until the Corporate
                Separation Effective Date, the Vendor shall continue to accept
                customer orders in the ordinary course of business for all
                products of the Transferred Business and, from (and including)
                the Corporate Separation Effective Date to the Closing Date,
                shall cause the Company to continue to accept such customer
                orders; provided that ceasing to accept customer orders for
                reasonable management reasons of the Vendor or the Company shall
                not be hereby prevented.

        (b)     The Vendor shall reasonably cooperate as necessary in
                communications with suppliers and customers to advise them of
                the Corporate Separation and transfer of the Transferred
                Business to the Company and to facilitate continuity in the
                existing relationships with suppliers and customers.



                                                                             15.
<PAGE>

        (c)     The Vendor shall provide the Purchaser with reasonable
                facilities and other support to access the customers of the
                Transferred Business in order to enable the Purchaser to conduct
                reviews ("CUSTOMER REVIEWS") in respect of the customers'
                current relationship with the Vendor and anticipated future
                relationships with the Company.

5.4     ACCESS TO INFORMATION OF COMPANY BY PURCHASER

        During the period from (and including) the Corporate Separation
        Effective Date until the Closing, the Vendor shall arrange for the
        Purchaser or its representative to have the following rights in respect
        of the Company during normal business hours, subject to the prior
        consent of the Vendor (provided that the Vendor may not unreasonably
        withhold such consent); further provided that the Purchaser or its
        representative may not unreasonably restrict the Vendor or the Company
        from conducting their respective business in the exercise of such
        rights:

                (i)     access to any of the facilities used by the Company;
                        provided that the Purchaser shall follow the reasonable
                        directions of the Vendor and the Company (including the
                        safety management regulations and security rules of such
                        facilities);

                (ii)    the right to examine and, if desired, copy any records,
                        assets and affairs of the Company (provided that if the
                        transaction relating to the transfer of the Shares has
                        not reached the Closing, any copies of such records etc.
                        shall be destroyed or returned to the Company); and

                (iii)   the right to consult either its auditor or other
                        officers or any of the employees connected with the
                        Company, concerning the Company.

5.5     VENDOR ASSISTANCE PENDING CLOSING

        During the period from (and including) the Corporate Separation
        Effective Date until the Closing, the Vendor must comply with all
        reasonable requests from the Purchaser; provided that such requests may
        not unreasonably prevent the Vendor from conducting its business:

        (a)     to the extent reasonable, supply to the Purchaser or its
                representative any information in its possession or control in
                relation to the Transferred Business; and

        (b)     to the extent reasonable, assist the Purchaser to gain knowledge
                of the Transferred Businesses and the operation and conduct of
                the Transferred Businesses.

5.6     COMPLIANCE WITH LAWS PENDING CLOSING

        The Vendor shall,

        (a)     until the Corporate Separation Effective Date, comply in all
                material respects with all Applicable Law which is applicable to
                it in relation to the conduct of the



                                                                             16.
<PAGE>

                Transferred Business and perform and comply in all material
                respects with all contracts, commitments and obligations by
                which it is bound in relation to the Transferred Business; and

        (b)     during the period from (and including) the Corporate Separation
                Effective Date until the Closing, cause the Company to comply in
                all material respects with all Applicable Law which is
                applicable to it and exercise its authority to cause the Company
                to perform and comply in all material respects with all
                contracts, commitments and obligations by which it is bound.

5.7     PERFECTION

        The Vendor shall perfect the transfer of all the assets, liabilities and
        contracts relating to the Transferred Business to the Company (including
        but not limited to the transfer of all the rights, obligations, assets
        and any other things to be transferred relating to or constituting any
        part of the Transferred Business) within 90 days after the Corporate
        Separation Effective Date to the satisfaction of the Purchaser and shall
        cause the Company to effect such perfection (including cooperation for
        perfection by the Vendor); provided that perfection to be effected by
        the Vendor earlier than this date pursuant to CLAUSE 8.2(g), shall be
        subject to that provision.

5.8     ENSURING SATISFACTION OF CLOSING CONDITIONS

        (a)     Each party shall use its commercially reasonable best endeavors
                to satisfy or cause Third Parties to satisfy each condition
                listed in CLAUSE 8 not later than the Closing Date; and

        (b)     Each party shall notify the other party in writing if there
                occurs any event that has or is likely to cause any of the
                conditions listed in CLAUSE 8 to fail to be satisfied by the
                Corporate Separation Effective Date or the Closing Date (as the
                case may be).

5.9     NOTICE OF CHANGES

        If during the period before the Closing the Vendor becomes aware of an
        event which has or may have a material effect on the profitability of
        the Transferred Business, the Company or the value of the Shares or may
        cause a breach of any of the representations and warranties, the Vendor
        must immediately give a written notice to the Purchaser reasonably
        describing that event.

5.10    REPORTS, TAXES

        During the period before the Closing, the Vendor shall duly and timely
        file, or cause the Company to duly and timely file, all reports or
        returns concerning any business and taxation required to be filed with
        any Government Agency in relation to the Transferred Business and until
        the Corporate Separation Effective Date will pay on the statutory due
        date, or cause the Company to pay thereafter, all Tax levied upon
        either, in any way associated with the Transferred Business or any of
        the Transferred Assets.



                                                                             17.
<PAGE>

5.11    APPROVAL OF TRANSFER OF THE SHARES

        The Vendor shall, not later than the Closing Date, cause the Company to
        pass a resolution approving transfer of the Shares from the Vendor to
        the Purchaser hereunder at a meeting of the board of directors duly
        convened.

5.12    OBTAINING COOPERATION FROM ASYST TECHNOLOGIES

        The Purchaser shall issue a document consented to by the Vendor (which
        consent shall not be unreasonably withheld) ensuring the payment of the
        Purchase Price on the Closing Date not later than the Closing Date to
        the Vendor, independently or jointly with Asyst Technologies or
        otherwise. Any such document issued jointly by the Purchaser and Asyst
        Technologies shall include (amongst other things) a joint and several
        guarantee.

5.13    FAITHFUL NEGOTIATION REGARDING CONDITIONS OF ANCILLARY AGREEMENTS

        The Vendor and the Purchaser shall, not later than the Corporate
        Separation Effective Date, negotiate in good faith based on SCHEDULE 17
        to agree on the substance of the Ancillary Agreements between the
        parties. The Vendor shall, in respect of the Ancillary Agreements to
        which the Vendor Related Company or other Third Parties and the Company
        become parties, not later than the Corporate Separation Effective Date,
        take measures necessary to cause the Vendor Related Company and/or such
        Third Parties to accept the negotiations with the Company regarding the
        substance of such Ancillary Agreements in good faith. SCHEDULE 17 is a
        draft of the Ancillary Agreements reflecting the basic policy of the
        parties as of the execution date hereof but in relation to which neither
        party has finally agreed.

5.14    OBLIGATION OF VENDOR TO PROVIDE INFORMATION CONCERNING TRANSFERRED
        BUSINESS AFTER CLOSING

        During the period from (and including) the Closing Date to the date 12
        months after the following month of the calendar month including the
        Closing Date (including such month), if the Purchaser requests in
        writing to the Vendor, the Vendor shall, to the extent commercially
        reasonable, do the following acts:

        (a)     provide, to the extent reasonable, the Purchaser with
                information held or managed by the Vendor in respect of the
                Company or matters relating to the Transferred Business as
                specified in such written request (if any); and

        (b)     if so requested in writing, take any reasonable measures
                necessary for the Purchaser to gain knowledge of the Company and
                the Transferred Business, at the time specified in such written
                request and at the head office of the Company.

5.15    INTERPRETATION OF OBLIGATION OF VENDOR TO CAUSE COMPANY TO DO CERTAIN
        ACTS

        In this Agreement, in respect of the obligations of the Vendor to cause
        the Company to do certain acts, if the Vendor exercises all rights
        exercisable by it in relation to the Company, it shall not constitute a
        breach of the Vendor's obligations, if the Company fails to do such act.



                                                                             18.
<PAGE>

6.      VENDOR'S REPRESENTATIONS AND WARRANTIES

6.1     REPRESENTATIONS AND WARRANTIES

        In consideration of the Purchaser agreeing to buy the Shares, the Vendor
        represents and warrants to the Purchaser that each of the
        representations and warranties listed in SCHEDULE 11 are complete and
        accurate as of the date of this Agreement (except those representations
        and warranties concerning the Company, the Shares and any other rights
        to be created pursuant to the Corporate Separation which shall be
        subject to representations and warranties of the Vendor as of the
        Closing Date).

6.2     EXCEPTIONS

        The representations and warranties are subject to any exceptions
        specified in SCHEDULE 12.

6.3     REPETITION OF REPRESENTATIONS AND WARRANTIES

        The representations and warranties in this CLAUSE 6 (including those
        representations and warranties concerning the Company, the Shares and
        any other rights to be created pursuant to the Corporate Separation) are
        taken to be repeated on the Closing Date on the basis of the facts and
        circumstances at that date even if any time other than the Closing Date
        is determined as the time when such representations and warranties shall
        be made.

7.      PURCHASER'S REPRESENTATIONS AND WARRANTIES

7.1     REPRESENTATIONS AND WARRANTIES

        The Purchaser represents and warrants to the Vendor that:

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

        (b)     it has full legal capacity:

                (i)     to own its property and assets and to carry on its
                        business; and

                (ii)    to enter into this Agreement and to carry out the
                        transactions contemplated herein;

        (c)     all corporate action (including the approval of Asyst
                Technologies) that is necessary for the Authorization of its
                entry into this Agreement and its carrying out the transactions
                contemplated hereby has been completed;

        (d)     it holds each Authorization that is necessary to:

                (i)     execute this Agreement and to carry out the transactions
                        contemplated herein; or



                                                                             19.
<PAGE>

                (ii)    ensure that this Agreement is legal, valid, binding and
                        admissible in evidence,

                and it is complying with any conditions to which any of these
                Authorizations is subject;

        (e)     it has the financial capacity to raise the funds necessary to
                pay the Purchase Price, either in its own right, or with the
                support of Asyst Technologies and at the Closing Date it will
                already have procured all necessary funds.

        (f)     this Agreement constitutes its legal, valid and binding
                obligations, and is enforceable against it in accordance with
                its terms hereof (except to the extent limited by the Applicable
                Law or general provisions affecting creditors' rights
                generally);

        (g)     neither its execution of this Agreement nor the carrying out by
                it of the transactions contemplated herein, does or will:

                (i)     contravene any Applicable Law which is applicable to it
                        or any of its property;

                (ii)    contravene any Authorization;

                (iii)   contravene any undertaking or instrument binding on it
                        or any of its property; or

                (iv)    contravene its articles of association.

7.2     REPETITION OF REPRESENTATIONS AND WARRANTIES

        The representations and warranties in this CLAUSE 7 are taken to be
        repeated on the Closing Date on the basis of the facts and circumstances
        as at that date.

8.      CONDITIONS PRECEDENT

8.1     CONDITIONS PRECEDENT TO OBLIGATIONS OF VENDOR

        All the obligations of the Vendor to sell the Shares and to do any other
        acts at the Closing shall, at or before the Closing, be subject to the
        following conditions:

        (a)     no preliminary or final injunction or any other order which
                determines the completion of the transactions contemplated
                herein to be illegal shall have been made;

        (b)     the Purchaser shall have fully performed all its obligations
                which are required to be performed hereby prior to the Closing
                except for those which do not materially and adversely affect
                this Agreement or the completion of transaction contemplated



                                                                             20.
<PAGE>

                herein generally, and the Purchaser shall have provided payment
                of the Purchase Price and shall have issued the documents
                required in CLAUSE 4.5;

        (c)     each of the representations and warranties made by the Purchaser
                in this Agreement or the Shareholders Agreement shall be true
                and correct in all material respects as of the date of this
                Agreement, the Corporate Separation Approval Date and the
                Closing Date, respectively, as if made on each of these dates
                (except to the extent that any such representation and warranty
                is specifically provided only as of an earlier date, in which
                case such representation and warranty shall be true and correct
                in all material respect on such earlier date);

        (d)     the agreement of Asyst Technologies to provide financial support
                to the Purchaser to enable it to carry out the transactions
                contemplated herein shall be valid and enforceable as of the
                Closing Date; and

        (e)     agreement on the conditions of the Ancillary Agreements shall
                have been established between the Vendor and the Purchaser.

8.2     CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER

        All the obligations of the Purchaser to pay the Purchase Price and to do
        any other acts at the Closing shall, at or before the Closing, be
        subject to the following conditions:

        (a)     the Corporate Separation Plan shall be approved by the
                shareholders of the Vendor in accordance with the articles of
                incorporation of the Vendor and the Applicable Law;

        (b)     any and all the procedures which need to be performed or
                satisfied on or before the approval of the Corporate Separation
                Plan under the Commercial Code, the Labor Contract Succession
                Law and other Applicable Law shall have been fully performed or
                satisfied by the Vendor to the reasonable satisfaction of the
                Purchaser, including but not limited to:

                (i)     the Vendor consulting with certain employees of the
                        Vendor conducting the Transferred Business, as required
                        under the Commercial Code; and

                (ii)    the Vendor giving notice to certain employees of the
                        Vendor conducting the Transferred Business and to any
                        relevant labor unions, as required under the Labor
                        Contract Succession Law;

        (c)     all obligations of the Vendor which must be performed prior to
                the Closing Date under the Shareholders Agreement (if any) shall
                have been performed in all material respects prior to the
                Closing Date;

        (d)     each of the representations and warranties made by the Vendor in
                this Agreement or the Shareholders Agreement shall be true and
                correct in all material respects as of the date of this
                Agreement, the Corporate Separation Approval Date and the
                Closing Date, respectively, as if made on each of these dates
                (except to the extent



                                                                             21.
<PAGE>

                that any such representation and warranty is specifically
                provided only as of an earlier date, in which case such
                representation and warranty shall be true and correct in all
                material respect on such earlier date);

        (e)     the Company shall be duly incorporated and operated by or on
                behalf of the Vendor under the laws of Japan in accordance with
                the substance of SCHEDULE 1;

        (f)     no preliminary or final injunction or any other order which
                determines completion of the transactions contemplated herein to
                be illegal shall have been made;

        (g)     the perfection, to the reasonable satisfaction of the Purchaser,
                of the transfer of the assets, liabilities and contracts
                relating to the Transferred Business to the Company (including
                but not limited to, the transfer of all the rights, obligations,
                assets and any other things to be transferred relating to or
                constituting any part of the Transferred Business) agreed by the
                parties hereto prior to the Closing;

        (h)     all the Ancillary Agreements shall have been entered into by and
                between the Vendor, any Vendor Related Company, the Purchaser,
                the Company and any other party, as the case may be, on or
                before the Closing Date and, all obligations, if any, of the
                Vendor, the Vendor Related Company, the Company or other party
                which shall be performed on or before the Closing Date under the
                relevant Ancillary Agreement shall have been performed in all
                material respects; and

        (i)     the Vendor shall have fully performed all its obligations which
                are required to be performed by it hereby prior to the Closing
                (including matters set out in SCHEDULE 1) except for those which
                do not materially or adversely affect this Agreement or the
                completion of the transactions contemplated herein generally,
                and the Vendor shall have provided the share certificates and
                documents required in CLAUSE 4.2.

8.3     FULFILLMENT BY WAIVER

        A condition referred to in CLAUSES 8.1 and 8.2 is only waived if the
        Purchaser or the Vendor gives a written notice of waiver of the
        condition to the Vendor or the Purchaser, as the case may be.



                                                                             22.
<PAGE>

9.      OBLIGATION TO AVOID COMPETITIVE BUSINESS

9.1     DEFINITIONS

        The following definitions apply in this CLAUSE 9.

        "RESTRAINT PERIOD" means the period from the Corporate Separation
        Effective Date to the Closing.

        "RESTRAINT AREA" means Japan or any other area where the Transferred
        Business is carried out by the Company at any time during the Restraint
        Period.

        "RESTRAINED BUSINESS" means any business directly competitive with the
        business of the Company but does not include any other business other
        than the Transferred Business currently operated by the Vendor (being
        the hospital conveyance system business and semiconductor and liquid
        crystal manufacturing equipment businesses). The semiconductor and
        liquid crystal manufacturing equipment businesses consist of the EFEM
        business and the liquid crystal material loader and robot business.

9.2     RESTRAINT OBLIGATION

        Except as permitted by CLAUSE 9.3, the Vendor must not, and must not
        cause any Vendor Related Companies to, during the Restraint Period, in
        the Restraint Area:

        (a)     promote or participate in any Restrained Business (whether on
                their own account, in partnership or joint venture or
                otherwise); or

        (b)     have any interest in the Restrained Business (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).

9.3     PERMITTED INVOLVEMENT

        CLAUSE 9.2 shall not prevent the Vendor, together with any Vendor
        Related Companies, being the holders in aggregate of less than 5% of the
        issued shares or units of a body corporate or unit trust listed on a
        stock market.

9.4     NON-INTERFERENCE

        The Vendor must not, and must not cause any Vendor Related Company to,
        in relation to the Restrained Business during the Restraint Period:

        (a)     disclose, or use to its advantage or to the disadvantage of the
                Company:

                (i)     confidential information (excluding widely known
                        information) about any customer of the Vendor relating
                        to the Restrained Business as of the Corporate
                        Separation Effective Date or any person who has been the
                        customer of the Vendor relating to the Restrained
                        Business within the 2 year



                                                                             23.
<PAGE>

                        period prior to the Corporate Separation Effective Date
                        (collectively, the "CUSTOMER"); or

                (ii)    any Transferred Intangible Property of, or other
                        confidential information about, the Company or its
                        organization, finances, transactions or business; or

        (b)     employ or solicit to employ any employee of the Company.

9.5     REASONABLENESS OF RESTRAINT

        The Vendor agrees that each of the restraint obligations imposed by
        CLAUSE 9.2:

        (a)     is reasonable in its extent (as to duration, geographical area
                and conduct) having regard to the interests of each party to
                this Agreement;

        (b)     extends no further (in any respect) than is reasonably
                necessary; and

        (c)     is solely to protect the Purchaser as purchaser of the Shares in
                respect of the goodwill of the Company and the Transferred
                Business.

10.     TRANSFER OF TRANSFERRED BUSINESS UNDER CORPORATE SEPARATION AND RELATED
        MATTERS

10.1    TRANSFER OF TRANSFERRED BUSINESS

        The Vendor shall, unless otherwise provided for in this Agreement or the
        Shareholders Agreement, use its best endeavors to take all necessary
        procedures to properly transfer the assets and rights and obligations
        constituting the Transferred Business to the Company. Specific methods
        relating to the above shall be agreed upon between the Vendor and the
        Purchaser by the Corporate Separation Effective Date, however the
        procedures listed in SCHEDULE 19 are expected at the present time.

10.2    IT SYSTEM OF THE COMPANY

        The Vendor shall satisfy, by the Corporate Separation Effective Date,
        the technical requirements reasonably necessary for the smooth
        performance of the Transferred Business and from (and including) the
        Corporate Separation Effective Date, take all necessary measures to
        establish an IT system usable by the Company independently, including
        but not limited to the use by the Company of the Vendor's IT system
        and/or the development by the Vendor of an appropriate IT system for the
        Company. Usage fees and other usage conditions relating to such IT
        system shall be determined separately in the Ancillary Agreements
        relating to such IT system, agreed upon between the Vendor and the
        Purchaser.



                                                                             24.
<PAGE>

10.3    TRANSITION MEASURES BEFORE OBTAINING PERMISSION UNDER THE CONSTRUCTION
        BUSINESS LAW

        Until the Company obtains the permission provided for in Article 3 of
        the Construction Business Law, the Vendor shall, in order to transfer
        the Transferred Business smoothly to the Company, use commercially
        reasonable endeavors to:

        (a)     obtain the consent of the customers of the Transferred Business
                to the transfer of the Transferred Business from the Vendor to
                the Company;

        (b)     with respect to the customers of the Transferred Business,
                remain after the Corporate Separation Effective Date as the
                counterparty to any agreements in respect of the construction
                related part of each such agreement only, and if the
                construction under any such contract is required before the
                Company obtains the construction business permission, the Vendor
                shall carry out such construction. After the Company has
                obtained the construction business permission, the Vendor shall
                assign its rights under the agreement to the Company and shall
                lose the same;

        (c)     if the Company enters into any new agreements with customers
                before it obtains the construction business permission, it shall
                request customers to place orders not related to the
                construction (such as purchase or production of machinery)
                separately as much as possible, and the Vendor shall cooperate
                in the negotiations with such customers; and

        (d)     if customers do not agree to place orders in the manner
                described in (c) above, the customer and the Vendor and the
                Company shall enter into an agreement, and if construction is
                necessary before the Company obtains the construction business
                permission, the Vendor shall undertake such construction and
                after the Company obtains the construction business permission,
                the Vendor shall lose its position as the party thereto and the
                Vendor shall cooperate in negotiations with such customer in
                relation to the entering into of such agreements.

11.     CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS



11.1    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 a company related to it or the Company (including but not limited to
        the directors of the Company) ("DISCLOSING PARTY") to the other party or
        a company related to it ("RECEIVING PARTY") in relation to this
        Agreement, the Company or the Transferred Business and (2) tangible or
        intangible items containing



                                                                             25.
<PAGE>

        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

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

11.2    TREATMENT OF CONFIDENTIAL INFORMATION

        A Receiving Party agrees to comply with the following provisions in
        respect of Confidential Information unless otherwise consented 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



                                                                             26.
<PAGE>

                bound by enforceable regulations relating to professional
                responsibility in respect of the confidentiality of the
                Confidential Information.



11.3    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, 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.

11.4    EXCEPTIONS

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

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

        (b)     Notwithstanding CLAUSE 11., the Receiving Party may disclose
                Confidential Information if so required by an order of a
                competent court or the Applicable Law then valid; 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.



                                                                             27.
<PAGE>

12.     INDEMNITY

12.1    INDEMNITY BY VENDOR

        (a)     Subject to the terms and conditions of this Agreement, the
                Vendor shall defend, indemnify and hold the Purchaser harmless
                from and against all Claims, losses, liabilities, damages and
                expenses (including but not limited to reasonable fees and
                expenses of attorneys incurred in investigation or defense of
                any proceeding taken by third parties) ("DAMAGES") arising out
                of or related to the breach of a representation and warranty or
                covenant of the Vendor in this Agreement.

        (b)     When the Purchaser comes to recognize that an event entitling
                the Purchaser to seek indemnity against the Vendor hereunder has
                occurred (including an event whereby a third party has initiated
                any proceeding against the Purchaser on grounds stated in the
                immediately preceding paragraph), the Purchaser shall notify the
                Vendor of the details of such event in writing without delay;
                provided that the Vendor will not be released from its liability
                against the Purchaser even if such notice is delayed, except to
                the extent of damages actually suffered by the Vendor due to
                such delay, which damages shall be deducted from the amount of
                the Vendor's liability.

        (c)     With respect to a proceeding initiated by a third party, the
                Vendor shall have the right to assume the defense of such
                proceeding brought by the third party, at the Vendor's own
                expense, with counsel chosen by the Vendor, by giving written
                notice to such effect to the Purchaser within 30 days following
                the Vendor's receipt of notice to such effect from the
                Purchaser. If the Purchaser claims for indemnity against the
                Vendor, the Purchaser will promptly provide the Vendor with (1)
                copies of any notices and documents served upon the Purchaser
                and (2) all reasonable cooperation which the Vendor deems
                necessary to defend such claim by the Purchaser, including,
                without limitation, providing the Vendor and its outside legal
                counsel with access to any potentially-relevant documents,
                information, or individuals within the control of the Purchaser,
                other than any privileged documents. If any Confidential
                Information of the Purchaser is included in such documents or
                information, the Vendor and the Purchaser shall enter into
                appropriate confidentiality commitments to protect such
                documents or information. Notwithstanding that the Vendor may
                have elected by written notice to assume the defense of any
                claim by the Purchaser, the Purchaser will have the right to
                participate in the investigation and defense thereof, with
                separate counsel chosen by the Purchaser, but in such event, the
                fees and expenses incurred by the Purchaser for such separate
                counsel will be paid by the Purchaser.

        (d)     Notwithstanding anything in this CLAUSE 12.1 to the contrary,
                with respect to any proceedings initiated by a third party, (1)
                the Vendor will have no obligation with respect to any Damages
                if the Purchaser, without the written consent of the Vendor,
                settles or compromises such proceedings or consents to the entry
                of any judgment and (2) the Vendor will not, without the written
                consent of the Purchaser with respect to any Damages (A) settle
                or compromise such proceeding or consent to the



                                                                             28.
<PAGE>

                entry of any judgment (which does not include as an
                unconditional term thereof the delivery to the Purchaser of a
                written release of the Purchaser from all liability in respect
                of such proceeding duly signed by the relevant third party,
                which release will be reasonably satisfactory in form and
                substance to counsel for the Purchaser) or (B) settle or
                compromise any such proceeding in any manner that, in the
                reasonable judgment of the Purchaser or its counsel, will
                adversely affect the Purchaser other than as a result of
                monetary damages or other monetary payments.

        (e)     Upon the payment of any settlement or judgment pursuant to this
                CLAUSE 12.1 with respect to any assertion by the Purchaser, the
                Vendor will be subrogated to all rights and remedies of the
                Purchaser against any third party in respect of such Purchaser's
                assertion to the extent of the amount so paid by the Vendor.

        (f)     The indemnity provided for in this CLAUSE 12.1 will be the
                Purchaser's exclusive source of recovery against the Vendor with
                respect to the matters covered hereby.

12.2    INDEMNITY BY PURCHASER

        (a)     Subject to the terms and conditions of this Agreement, the
                Purchaser shall defend, indemnify and hold the Vendor harmless
                from and against all Damages arising out of or related to the
                breach of a representation and warranty or covenant of the
                Purchaser in this Agreement.

        (b)     When the Vendor comes to recognize that an event entitling the
                Vendor to seek indemnity against the Purchaser hereunder has
                occurred (including an event whereby a third party has initiated
                any proceeding against the Vendor on grounds stated in the
                immediately preceding paragraph), the Vendor shall notify the
                Purchaser of the details of such event in writing without delay;
                provided that the Purchaser will not be released from its
                liability against the Vendor even if such notice is delayed,
                except to the extent of damages actually suffered by the
                Purchaser due to such delay, which damages shall be deducted
                from the amount of the Purchaser's liability.

        (c)     With respect to a proceeding initiated by a third party, the
                Purchaser shall have the right to assume the defense of such
                proceeding brought by the third party, at the Purchaser's own
                expense, with counsel chosen by the Purchaser. If the Vendor
                claims for indemnity against the Purchaser, the Vendor will
                promptly provide the Purchaser with (1) copies of any notices
                and documents served upon the Vendor and (2) all reasonable
                cooperation which the Purchaser deems necessary to defend such
                claim by the Vender, including, without limitation, providing
                the Purchaser and its outside legal counsel with access to any
                potentially-relevant documents, information, or individuals
                within the control of the Vendor, other than any privileged
                documents. If any Confidential Information of the Vendor is
                included in such documents or information, the Purchaser and the
                Vendor shall enter into appropriate confidentiality commitments
                to protect such documents or information. Notwithstanding that
                the Purchaser may have elected by written notice to assume the
                defense of any claim by the Vender, the Vendor will have the
                right to participate



                                                                             29.
<PAGE>

                in the investigation and defense thereof, with separate counsel
                chosen by the Vendor, but in such event, the fees and expenses
                incurred by the Vendor for such separate counsel will be paid by
                the Vendor.

        (d)     Notwithstanding anything in this CLAUSE 12.2 to the contrary,
                with respect to any proceedings initiated by a third party, (1)
                the Purchaser will have no obligation with respect to any claim
                by the Vender if the Vendor, without the written consent of the
                Purchaser, settles or compromises such proceedings or consents
                to the entry of any judgment and (2) the Purchaser will not,
                without the written consent of the Vendor with respect to any
                claim by the Vendor (A) settle or compromise such proceeding or
                consent to the entry of any judgment (which does not include as
                an unconditional term thereof the delivery to the Vendor of a
                written release of the Vendor from all liability in respect of
                such proceeding duly signed by the relevant third party, which
                release will be reasonably satisfactory in form and substance to
                counsel for the Vendor) or (B) settle or compromise any such
                proceeding in any manner that, in the reasonable judgment of the
                Vendor or its counsel, will adversely affect the Vendor other
                than as a result of monetary damages or other monetary payments.

        (e)     Upon the payment of any settlement or judgment pursuant to this
                CLAUSE 12.2 with respect to any claim by the Vendor, the
                Purchaser will be subrogated to all rights and remedies of the
                Vendor against any third party in respect of such claim by the
                Vendor to the extent of the amount so paid by the Purchaser.

        (f)     The indemnity provided for in this CLAUSE 12.2 will be the
                Vendor's exclusive source of recovery against the Purchaser with
                respect to the matters covered hereby.

12.3    SETTLEMENT OF DISPUTES

        (a)     If there occurs any dispute, conflict or claim in respect of the
                following matters between the Vendor and the Purchaser, they
                shall use their respective reasonable endeavors to settle such
                dispute pursuant to this CLAUSE 12.3:

                (i)     interpretation of this Agreement;

                (ii)    rights or obligations of the parties under this
                        Agreement; or

                (iii)   any other matters which arise in relation to this
                        Agreement.

        (b)     The chief executive officer (or equivalent senior
                representative) of the Vendor and the Purchaser shall discuss to
                settle such dispute within 10 Business Days after the occurrence
                thereof. If such dispute is settled thereby, the resolution
                shall be described in a statement signed by each party or
                representative thereof.

        (c)     The Vendor and the Purchaser shall each not commence proceedings
                in respect of any dispute arising herefrom unless they comply
                with the provisions of this clause and except for requesting a
                provisional remedy; provided that if either the Vendor



                                                                             30.
<PAGE>

                or the Purchaser fails to comply with the provisions of this
                clause, the other party may immediately commence proceedings in
                respect of such dispute.

        (d)     The Vendor and the Purchaser shall pay for their own respective
                expenses and costs in relation to the proceedings provided in
                this clause.

        (e)     Notwithstanding the provisions of this clause, until a dispute
                is settled, the parties shall perform their obligations under
                this Agreement without delay except to the extent that the
                subject matter of the dispute and matters inevitably dependent
                on the dispute may not be performed until such dispute is
                settled, further subject to both parties acting reasonably and
                faithfully in respect of such dispute (including but not limited
                to the subject matter of the dispute and the conditions which
                caused the dispute).

12.4    RESTRICTION OF DAMAGES

        (a)     Notwithstanding the form of any Claim or proceedings (including
                but not limited to any indemnity, illegal act, breach of
                agreement, Claim or proceeding in relation to the
                representations and warranties), the Vendor's obligations
                arising from or in connection with a breach of the
                representations and warranties listed in this Agreement shall be
                limited to the amount by which the cumulative liabilities exceed
                JPY 5 millions and in any case, the total amount of the Vendor's
                obligations shall not exceed 50% of the Transfer Price.

        (b)     Notwithstanding the form of any Claim or proceedings (including
                but not limited to any indemnity, illegal act, breach of
                agreement, Claim or proceeding in relation to the
                representations and warranties), the Purchaser's obligations
                arising from or in connection with a breach of the
                representations and warranties listed in this Agreement shall be
                limited to the amount by which the Purchaser's obligations
                exceed JPY 5 million, and in any case, the total amount of the
                Purchaser's obligations shall not exceed 50% of the Transfer
                Price.

13.     TERMINATION OF AGREEMENT

13.1    TERMINATION EVENT

        This Agreement may be terminated at any time before Closing:

        (a)     by mutual consent of the Vendor and the Purchaser;

        (b)     if the conditions in CLAUSE 8.1 or 8.2 are determined not to be
                satisfied (and the Vendor or the Purchaser shall not have waived
                such conditions pursuant to CLAUSE 8.3) before the Closing Date,
                by the Vendor or the Purchaser;

        (c)     in the case that Closing shall not have occurred by October 31,
                2002 and if the terminating party is not in default under this
                Agreement or has not attributed to the delay or postponement of
                the Closing and does not have any part therein, by the Vendor or
                the Purchaser; or



                                                                             31.
<PAGE>

        (d)     if a Government Agency has made a final and unappealable order,
                decision or judgment to prohibit or restrict the completion of
                the transaction contemplated in this Agreement for good, by the
                Vendor or the Purchaser.

13.2    TERMINATION BY FORCE MAJEURE

        (a)     Each party hereto shall, if default of a part or all of this
                Agreement by such party is due to any event which is beyond the
                reasonable control of such party (including but not limited to
                an act of God, war, riot, revolution, abandonment of workplace,
                measure by a Government Agency, laws and regulations, order of
                embargo on export, fire, strike or other labor dispute) ("FORCE
                MAJEURE EVENT"), have no responsibility for such default in
                relation to the other party; provided that if any delay or
                impossibility of performance of obligations under this Agreement
                by a party occurs or is threatened to occur as a result of the
                occurrence of a Force Majeure Event, that party shall promptly
                notify the other party to such effect in writing of the effect
                or, estimated effect of such occurrence. In such case, the party
                giving the notice shall use its commercially reasonable best
                endeavors to keep the effect of the suspended performance of
                obligations hereunder to the minimum and restart performance
                thereof as soon as possible.

        (b)     Notwithstanding any other provisions of this Agreement, if there
                occurs any Force Majeure Event, the affected party shall notify
                the other party in writing and propose consultation pursuant to
                CLAUSE 16.10. If such consultation ends in failure, this
                Agreement shall terminate in relation to which neither party
                shall be responsible.

13.3    PROCEDURE AND EFFECT OF TERMINATION

        If this Agreement terminates pursuant to the preceding 2 clauses and the
        transactions contemplated herein are waived, a written notice of such
        termination and waiver shall promptly be given to the parties. Upon such
        notice, neither the Vendor nor the Purchaser shall be required to carry
        out any further acts and none of the parties or their related companies,
        directors, officers, shareholders, employees, contractors or agents
        shall have any further liabilities and this Agreement shall terminate
        and the transaction contemplated herein shall be waived; provided that
        CLAUSES 1, 7, 9, 11, 12, 15 and 16 shall be binding on the parties for
        good (in respect of CLAUSE 11, only for 5 years after the termination of
        this Agreement) if necessary for their stated purpose. The provisions of
        this clause shall not exempt the Vendor or the Purchaser from their
        respective responsibilities in relation to any breach of this Agreement
        made prior to the termination hereof.

14.     NOTICES

14.1    METHOD OF NOTICE

        A notice, consent or other communication ("NOTICE" in this CLAUSE 14)
        under this Agreement is only effective if it is in writing, signed and
        either given in person at the addressee's address or sent to the
        addressee by mail, fax or e-mail. Any party who gives a notice pursuant
        to the provisions of this CLAUSE 14.1 shall, after such notice is sent,



                                      32.
<PAGE>

        confirm whether or not the other party has received the notice using a
        method other than the method used to send the original notice. If it is
        thereby (or otherwise) discovered that such notice has not reached the
        other party by the time on which it would normally do so, the party
        giving the notice shall promptly give another notice to the other party.

14.2    ADDRESS FOR NOTICES

        The addresses for notices under this Agreement shall be the following or
        as otherwise separately notified by a party to the other party in
        accordance with the method prescribed herein:

               THE VENDOR: SHINKO ELECTRIC CO., LTD.
               Address:           Toyo MK Building, 2-14 Toyo 7-Chome, Koto-ku,
                                  Tokyo, 135-8387, Japan
               E-mail Address:    takahashi-y@tokyo.shinko-elec.co.jp
               Fax number:        81-3-5683-1161
               Attention:         Yoshiaki Takahashi, Chief of Planning Section,
                                  Management Planning Division

               THE PURCHASER: ASYST JAPAN INC.
               Address:           Kaneko Dai-2 Building, 7th Floor,
                                  6-23 Shin-Yokohama 2- Chome, Kohoku-ku,
                                  Yokohama-shi, Kanagawa, 222-0033, Japan
               E-mail Address:    kyoshida@asyst.com
               Fax Number:        81-45-474-0830
               Attention:         Keiichi Yoshida, Head of Administration
                                  Department

14.3    CHANGE OF ADDRESS

        If the address or other contact details of any party as set out in
        CLAUSE 14.2 is changed, that party shall give prior written notice to
        the other party of such change.

15.     AMENDMENT AND ASSIGNMENT

15.1    AMENDMENT

        This Agreement can only be amended, supplemented or novated by another
        agreement signed by the parties.

15.2    ASSIGNMENT

        A party shall not assign, create a security or otherwise dispose of its
        rights and obligations or position under this Agreement without the
        written consent of the other party.

16.     GENERAL PROVISIONS

16.1    GOVERNING LAW



                                                                             33.
<PAGE>

        This Agreement and the rights and obligations hereunder are governed by
        and construed in accordance with the laws of Japan. Each of the parties
        hereto upon execution hereof agrees to submit to the exclusive
        jurisdiction of the Tokyo District Court.

16.2    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.

16.3    LIABILITY FOR EXPENSES

        Each party must pay its own expenses incurred in negotiating and
        executing this Agreement.

16.4    GIVING EFFECT TO THIS AGREEMENT

        Each party must do anything (including sign any document) that the other
        party may reasonably require to give full effect to this Agreement.

16.5    WAIVER OF RIGHTS

        A right hereunder may only be waived in writing, expressly stating that
        the party who has such right thereby waives it, and shall be signed by
        such party, and:

        (a)     no other conduct of a party (including but not limited to any
                examination undertaken by the Purchaser or the obtaining of any
                information by the Purchaser) operates as a waiver of the right
                or otherwise prevents the exercise of the right;

        (b)     a waiver of a certain 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 certain right does not prevent any further
                exercise of such right or of any other right.

16.6    OPERATION OF THIS AGREEMENT

        (a)     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.

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



                                                                             34.
<PAGE>

16.7    SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND OTHER PROCEEDINGS

        (a)     The representations and warranties made by the Vendor and the
                Purchaser respectively in this Agreement shall survive all
                examinations and shall not cease to exist on Closing; provided
                that the term of survival of such representations and warranties
                shall be 1 year from the Closing. In respect of any Claims or
                proceedings arising from or in connection with the breach of any
                representations or warranties under this Agreement, neither
                party may make any Claim nor shall have any responsibility for
                proceedings unless such Claim or proceeding has been filed prior
                to the expiration of the relevant representation or warranty,
                irrespective of the form thereof (including but not limited to
                indemnities, illegal acts, breach of agreement, representations
                and warranties).

        (b)     Any Claims for indemnity under this Agreement must be made
                within 1 year from Closing or in respect of any breach of
                obligations after Closing, within 1 year from the breach
                thereof.

        (c)     The parties hereto may not terminate this Agreement after
                Closing and if a party incurs any damage due to breach of CLAUSE
                6 VENDOR'S REPRESENTATIONS AND WARRANTIES, CLAUSE 7 PURCHASER'S
                REPRESENTATIONS AND WARRANTIES, CLAUSE 8 CONDITIONS PRECEDENT or
                any other provisions, by the other party, it shall only be
                entitled to those remedies listed in and pursuant to CLAUSE 12
                INDEMNITY.

16.8    CONSENTS

        Where a party waives, agrees or consents under this Agreement, the party
        may:

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

        (b)     waive, agree or consent subject to conditions,

16.9    INCONSISTENCY WITH OTHER DOCUMENTS

        If this Agreement is inconsistent with any other document or agreement
        between the parties, this Agreement prevails to the extent of the
        inconsistency.

16.10   MATTERS NOT CONTEMPLATED IN THIS AGREEMENT

        If there occurs any doubt in relation to any matters not stipulated in
        this Agreement or in the interpretation hereof, the parties hereto shall
        settle the same upon consultation in good faith.

16.11   COUNTERPARTS

        If this Agreement is executed in counterparts, each copy shall be
        considered as an original.

(hereafter intentionally left blank)



                                                                             35.
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
and affixed their names and seals, each retaining one copy.

May 24, 2002



                                 Shinko Electric Co., Ltd.

                                 Hirobumi Saeki, President and Director (Seal)

                                 Asyst Japan Inc.

                                 Josui Nashimoto, Representative Director (Seal)


                                                                             36.
<PAGE>
                                  Schedule 17

            [Brand Name License Agreement executed as of 2002.10.01]


                                  (Translation)

                          BRAND NAME LICENSE AGREEMENT


      This Agreement is made and entered into by and among Kobe Steel, Ltd.
(hereinafter referred to as "Kobe"), Shinko Electric Co., Ltd., (hereinafter
referred to as "Shinko") and Asyst Shinko, Inc. (hereinafter referred to as
"Asyst Shinko") in connection with licensing to Asyst Shinko, the right to use
the trademark "SHINKO" held by Kobe and the trademark "System Power Mark" held
by Shinko (hereinafter collectively referred to as the "Brand Names") which are
contained in the List attached hereto, as follows:

(LICENSE)

Article 1   Upon the corporate separation taking effect under the corporate
            separation plan approved by special resolution at the shareholders'
            meeting of Shinko held on June 27th, 2002, Kobe and Shinko shall, in
            respect of the semiconductor wafer and liquid crystal glass
            substrate conveyance system (hereinafter referred to as the
            "Products") which are the subject products of the business
            transferred from Shinko to Asyst Shinko, grant Asyst Shinko without
            charge a non-exclusive right to use the Brand Names pursuant to the
            shareholders agreement (hereinafter referred to as the "Shareholders
            Agreement") executed by Shinko and Asyst Japan Inc. (hereinafter
            referred to as "Asyst Japan") on May 24th, 2002.

      (ii)  Asyst Shinko shall not use the Brand Names in connection with any
            products other than the Products without the prior written consent
            of Kobe and Shinko.

      (iii) Asyst Japan shall obtain the consent of Kobe and Shinko if it
            intends to use the Brand Names as a domain name.

(MANNER OF USE)

Article 2   When Asyst Shinko uses the Brand Names for the Products or in

<PAGE>

            advertisements, catalogues, transaction documents, advertising
            displays, envelopes, business cards or other display media
            (hereinafter referred to as the "Display Media") for the Products,
            it shall use them in accordance with the manner of use (hereinafter
            referred to as the "Manner of Use") described in Annex 1 as a
            suitable manner for the use of the Brand Names employed by Shinko
            prior to the execution date hereof, except when the Brand Names are
            used in the text of Display Media.

      (ii)  If Asyst Shinko wishes to use the Brand Names in a manner different
            from the Manner of Use, it shall obtain the prior written consent of
            Kobe and Shinko. In addition, if Kobe or Shinko require Asyst Shinko
            to submit the Display Media in which the Brand Names are used in
            order to check the manner in which they are used, Asyst Shinko shall
            promptly submit to Kobe or Shinko either the Display Media or
            pictures or copies thereof.

      (iii) Asyst Shinko shall, as a general rule, use its trade name or
            abbreviated trade name in place on all Products or Display Media in
            which the Brand Names are used.

      (iv)  Asyst Shinko may not, when using the Brand Names, link the Brand
            Names (other than as a generic name of the Products) to any
            trademark, emblem, ornament, symbol or letter without the prior
            written consent of Kobe and Shinko except in the manner permitted by
            the Manner of Use, such as use with the trade name of Asyst Shinko.

(QUALITY CONTROL)

Article 3   Asyst Shinko shall strictly control the quality of the Products on
            which the Brand Names are used.

      (ii)  Shinko may, if necessary, request Asyst Shinko to permit it access
            to the facilities, offices and warehouses of Asyst Shinko for
            inspection in order to confirm the quality control of the Products.
            In this case, Shinko and Asyst Shinko shall consult with each other
            in good faith about such inspection; provided, however, that Asyst
            Shinko may not, without reasonable reason, refuse such inspection by
            Shinko. If Shinko determines that the Products

<PAGE>

            have any defects, it shall notify the same and the detailed reason
            for such determination to Asyst Shinko in writing. Asyst Shinko
            shall immediately stop using the Brand Names on the Products which
            are so determined to have any defects by Shinko unless Asyst Shinko
            demonstrates on reasonable grounds that the determination notified
            by Shinko pursuant to the above is not rational and that the
            Products determined to have defects have no substantial adverse
            effect on the value of the Brand Names.

      (iii) If Asyst Shinko is held liable for the Products as the manufacturer
            thereof or if any dispute arises in connection therewith, it shall
            settle such dispute at its own responsibility and expense.

      (iv)  If any warning, claim, suit or other legal proceedings are brought
            against Kobe or Shinko in connection with the Products on which the
            Brand Names are used, Asyst Shinko shall defend them at its own
            responsibility and expense and compensate them for any damages
            incurred by them.

(MAINTENANCE OF BRAND NAME RIGHT)

Article 4   Kobe and Shinko shall maintain at their own discretion the
            trademark rights (in the classification to which the Products
            belong) to the Brand Names contained in List 1 attached hereto;
            provided, however, that if Kobe or Shinko intends to cease
            maintaining the Brand Names, it shall notify the same to Asyst
            Shinko in advance and if Asyst Shinko wishes to maintain those Brand
            Names, it shall notify the same to Kobe or Shinko. Kobe or Shinko
            shall thereafter, after due consultation with Asyst Shinko, maintain
            the right to the Brand Names under the name of either Kobe or Shinko
            in accordance with the terms to be mutually agreed.

      (ii)  If Asyst Shinko wishes to make a trademark application in any
            country in which such application for the Brand Names has not been
            filed, it shall notify the same to Kobe or Shinko. Kobe or Shinko
            shall, after due consultation with Asyst Shinko, apply for
            registration of the Brand Names under the name of Kobe or Shinko in
            accordance with the terms to be mutually agreed. Asyst Shinko shall,
            at the request of Kobe or Shinko, cooperate with Kobe or Shinko in
            the acquisition and maintenance of any

<PAGE>

            such trademark rights to the Brand Names.

      (iii) Subject to the provisions of the preceding paragraph, if Kobe or
            Shinko make an application in the name of Kobe or Shinko with
            respect to the registration of the Brand Names in any country in
            which such application of the Brand Names has not been filed, the
            trademarks for which the application for registration is made in
            that country shall be included in the Brand Names covered by the
            license granted hereunder from the date of such application by Kobe
            or Shinko, and Asyst Shinko shall not be required to make any
            additional payment in relation to the licensing of such trademarks
            to Kobe and/or Shinko.

(IDENTICAL OR SIMILAR BRAND NAMES)

Article 5   Asyst Shinko may not, for any reason, use any trademark, emblem or
            mark similar to the Brand Names and may not apply for registration
            of any trademark, emblem or mark identical or similar to the Brand
            Names.

      (ii)  Asyst Shinko may not assign, pledge or license to any third person,
            the use of any trademark, emblem or mark similar to the Brand Names.

(INFRINGEMENT OF THE BRAND NAME RIGHT)

Article 6   If Asyst Shinko becomes aware of the use or threatened use of the
            Brand Names or any trademark, emblem or mark similar thereto by any
            third person, it shall promptly notify the same to Kobe or Shinko.
            Asyst Shinko shall, if Kobe or Shinko take any measures to stop such
            infringement of the trademark right by such third person, cooperate
            with Kobe or Shinko at their request.

      (ii)  If Asyst Shinko becomes aware that the use of the Brand Names
            infringes or is likely to infringe any trademark of any third
            person, or receives an infringement notice from or is sued by any
            third person for use of the Brand Names which infringes his/her
            trademark right, Asyst Shinko shall immediately notify the same to
            Kobe and Shinko, providing copies of any

<PAGE>

            related materials obtained thereby.

      (iii) In respect to the infringement of any trademark due to the use of
            the Brand Names, Asyst Shinko shall settle such issue at its own
            liability and expense. In such a case, Kobe or Shinko shall
            cooperate as necessary as requested by Asyst Shinko and Asyst Shinko
            shall bear any cost required for such cooperation.

      (iv)  Kobe and Shinko hereby represent and warrant that, as of the
            execution date hereof, they have not received any infringement
            notice or claim to the effect that any of the Brand Names infringe
            any trademark right of any third person in the designated
            classification of the Products in any country in which such Brand
            Names are registered and, to the best of their knowledge, the Brand
            Names do not infringe any trademark right of any third person.
            Except for the above representations and warranties, Kobe and Shinko
            make no warranty as to the infringement by the Brand Names of any
            trademark right or other rights of any third person.

(CANCELLATION AND TERMINATION)

Article 7   If Asyst Shinko fails to perform its obligations hereunder, Kobe
            and Shinko may demand in writing that Asyst Shinko perform such
            obligations within one (1) month and if Asyst Shinko does not
            perform those obligations within that period, Kobe and Shinko may
            cancel this Agreement at any time thereafter by giving notice to
            that effect.

      (ii)  When the Shareholders Agreement terminates or when the equity
            proportion of shares of Asyst Shinko held by Shinko or its related
            companies becomes less than one third of the total outstanding
            shares issued by Asyst Shinko, Kobe, Shinko and Asyst Shinko shall
            consult in good faith as to the handling of this Agreement, and if
            agreement is reached within thirty (30) days from the date of
            occurrence of the relevant event, this Agreement shall be handled
            pursuant to such agreement; provided, however, that if no agreement
            is reached with respect to the handling of this Agreement between
            Kobe, Shinko and Asyst Shinko within thirty (30) days from the date
            of occurrence of the relevant event, this Agreement shall terminate

<PAGE>

            upon expiration of thirty (30) days from such date. For the purpose
            of this paragraph, "related companies of Shinko" means subsidiaries
            or affiliates (as defined in the Regulation Concerning Terminology,
            Forms and Method of Preparation of Financial Statements (Ministerial
            Ordinance of the Ministry of Finance, No.59 of 1963) of Shinko.

      (iii) If this Agreement is cancelled or terminated, Asyst Shinko shall
            immediately stop using the Brand Names unless otherwise agreed
            between Kobe, Shinko and Asyst Shinko, other than to the extent
            necessary for performance of any agreements relating to the Products
            existing at the time of such cancellation or termination.

      (iv)  If Asyst Shinko notifies Kobe and Shinko of its intention to
            terminate this Agreement in writing upon giving a period of not less
            than 180 days notice, this Agreement shall be terminated upon
            expiration of such period. In this case, Asyst Shinko shall not be
            obliged to pay any amount to Kobe and/or Shinko.

(TERM)

Article 8   Unless this Agreement is canceled or terminated in accordance with
            the foregoing provisions, this Agreement shall remain effective for
            a period of ten (10) years from the execution date hereof; provided,
            however, that this Agreement shall automatically be extended for
            additional five (5) year periods (with the same applying
            thereafter), unless a notice stating their intention not to renew
            this Agreement is given by any of Kobe, Shinko or Asyst Shinko with
            reasonable grounds not later than thirty (30) days prior to the
            expiration of the term hereof.

(ASSIGNMENT)

Article 9   Neither Kobe, Shinko nor Asyst Shinko may assign to any third
            person their respective rights or obligations hereunder without
            obtaining the consent of all the parties hereto.

      (ii)  Asyst Shinko may not assign, pledge or license to any third person,
            the use

<PAGE>

            of the Brand Names.

(CONSULTATION)

Article 10  Any matters not stipulated herein shall be subject to the
            Trademark Law, Commercial Code, Civil Code or other laws and
            regulations and any doubt arising in connection with the provisions
            hereof shall be settled upon separate consultation between Kobe,
            Shinko and Asyst Shinko pursuant to the doctrine of good faith.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
triplicate as of the date hereof, each party retaining one (1) copy.


October 1, 2002

                       (Kobe)           Kobe Steel, Ltd.
                                        3-18, Wakinohama-cho 1-chome
                                        Chuo-ku, Kobe
                                        Hidemasa Okazaki
                                        Director, Intellectual Property Division

                       (Shinko)         Shinko Electric Co., Ltd.
                                        2-14 Toyo 7-chome, Koto-ku, Tokyo
                                        Hirofumi Saeki
                                        Representative Director

                       (Asyst Shinko)   Asyst Shinko, Inc.
                                        2-14 Toyo 7-chome, Koto-ku, Tokyo
                                        Hitochi Kawano
                                        Representative Director

<PAGE>

[List]

              LIST OF REGISTRATION APPLICATIONS FOR THE BRAND NAMES

1  SHINKO
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                                                         Application      Registration
No     Brand Name       Country      Classification      Number           Number
-----------------------------------------------------------------------------------------
<S>    <C>              <C>          <C>                 <C>              <C>
1      SHINKO           Japan        69                  S28-027116       449381
-----------------------------------------------------------------------------------------
2      SHINKO           Japan        09                  S37-017907       631798
       [Japanese
       characters]
-----------------------------------------------------------------------------------------
3      SHINKO           Japan        07                  2001-016613      4598572
-----------------------------------------------------------------------------------------
4      SHINKO           Taiwan       07                  85036517         857130
-----------------------------------------------------------------------------------------
</TABLE>

Brand Name applications and registration in the classification to which the
Products belong.

2  System Power Mark
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                                                                     Application    Registration
No     Brand Name                    Country       Classification    Number         Number
---------------------------------------------------------------------------------------------------
<S>    <C>                           <C>           <C>               <C>            <C>
1      System Power Mark             Japan               12          S37-010790     00617617
---------------------------------------------------------------------------------------------------
2      System power mark             Japan               12          S57-014023     01801994
       /Shinko Electric
       /Shinko Electric Co., Ltd.
---------------------------------------------------------------------------------------------------
3      System power mark             Japan               12          S57-014026     01801995
       /Shinko Electric
       /Shinko Electric  Co., Ltd.
---------------------------------------------------------------------------------------------------
4      System Power Mark             Japan               12          S57-034598     01814534
---------------------------------------------------------------------------------------------------
5      System Power Mark             Japan               12          S57-034601     01814535
---------------------------------------------------------------------------------------------------
6      System Power Mark             Japan               12          S61-033338     02044064
---------------------------------------------------------------------------------------------------
7      System Power Mark             Japan               12          H04-231071     03296987
---------------------------------------------------------------------------------------------------
8      System Power Mark             Taiwan              90          (69)1218       134109
---------------------------------------------------------------------------------------------------
9      System Power Mark             Taiwan              90          (69)1219       134110
---------------------------------------------------------------------------------------------------
10     System Power Mark             Taiwan              95          (69)10477      143077
---------------------------------------------------------------------------------------------------
11     System Power Mark             U.S.A.             7,9          668262         1511521
---------------------------------------------------------------------------------------------------
12     System Power Mark             U.S.A.              12          668259         1508018
---------------------------------------------------------------------------------------------------
13     System Power Mark             Canada                          585889         359329
---------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S>    <C>                           <C>           <C>               <C>            <C>
---------------------------------------------------------------------------------------------------
14     System Power Mark             Germany         7,9,11,12       S44865/9WZ     1120434
---------------------------------------------------------------------------------------------------
15     System Power Mark             U.K.                7           1310343A       1310343
---------------------------------------------------------------------------------------------------
16     System Power Mark             U.K.                12          1310345A       1310345
---------------------------------------------------------------------------------------------------
17     System Power Mark             France            7,9,12        858395         1410978
---------------------------------------------------------------------------------------------------
18     System Power Mark             Italy             7,9,12        34744C/87      506093
---------------------------------------------------------------------------------------------------
19     System Power Mark             South Korea        7,12         87-10922       161625
---------------------------------------------------------------------------------------------------
20     System Power Mark             South Korea     7,(11),12       87-10923       164229
---------------------------------------------------------------------------------------------------
21     System Power Mark             Taiwan              84          (76)32487      401784
---------------------------------------------------------------------------------------------------
22     System Power Mark             China              7,12         94060585       0852788
---------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

        [Agreement on Use and Development Support of Information Systems
                           executed as of 2002.10.01]


                                  (Translation)

         AGREEMENT ON USE AND DEVELOPMENT SUPPORT OF INFORMATION SYSTEMS


      This Agreement on Use and Development Support of Information Systems
(hereinafter referred to as the "Agreement") is made and entered into by and
between Shinko Electric Co., Ltd. (hereinafter referred to as "Shinko Electric")
and Asyst Shinko, Inc. (hereinafter referred to as "Asyst Shinko") in connection
with the use, development and structuring of information systems by Asyst Shinko
(see Attachment 1) and the expenses thereof, as follows:

Article 1  (Definition)

      The following terms used in the Agreement shall have the meanings set
forth in this Article:

1.    "Sales and Production System" means a system which processes businesses
      ranging from order entry, production and materials management to cost
      management. "Permanent Sales and Production System" means a new Sales and
      Production System structured with a new package to be operating from the
      Permanent System Operation Date, and "Temporary Sales and Production
      System" means a Sales and Production System structured by remodelling the
      existing Sales and Production System of Shinko Electric, which operates
      temporarily from October 1, 2002 until the Permanent Sales and Production
      System goes into operation;

2.    "Personnel and Salary System" means a system which processes businesses of
      management of personnel information, employment, payroll accounting and
      welfare and social insurance. "Permanent Personnel and Salary System"
      means a new Personnel and Salary System structured with a new package to
      be operating from the Permanent System Operation Date, and "Temporary
      Personnel and Salary System" means a Personnel and Salary System
      structured by remodelling the existing Personnel and Salary System of
      Shinko Electric, which operates temporarily from October 1, 2002 until the
      Permanent Personnel and Salary System goes into operation;

<PAGE>

3.    "Accounting System" means a system which processes accounting services
      such as general accounting, management of funds and fixed assets, which
      are not processed by the Sales and Production System, Personnel and Salary
      System or the Engineering Systems. "Permanent Accounting System" means a
      new Accounting System structured with a new package to be operating from
      the Permanent System Operation Date and "Temporary Accounting System"
      means an Accounting System temporarily operating from October 1, 2002
      until the Permanent Accounting System operates, consisting of (i) a system
      for accounting and fixed assets which is customized by Shinko Electric for
      Asyst Shinko with a new package software purchased in the market by Shinko
      Electric (hereinafter referred to as the "Accounting Services System") and
      (ii) an Accounting System structured by remodelling the existing system of
      Shinko Electric for management of receivables and payables and fund
      management (hereinafter referred to as the "Receivables and Payables
      Management System");

4.    "Engineering Systems" means systems which processes businesses relating to
      technology, which are composed of the CAD System for Mechanical Design
      (including electronic drawing cabinet; the same shall apply hereafter),
      the automatic drawing support system and the print board production
      support system (Speed Net). "Permanent CAD System for Mechanical Design"
      included in the Engineering Systems means a new CAD System for Mechanical
      Design to be operating from the Permanent System Operation Date and
      "Temporary CAD System for Mechanical Design" means a CAD System for
      Mechanical Design structured by remodelling the existing CAD System for
      Mechanical Design, which operates temporarily from October 1, 2002 until
      the Permanent CAD System for Mechanical Design goes into operation;

5.    "Each System" means the Sales and Production System (including both the
      Temporary Sales and Production System and the Permanent Sales and
      Production System), the Personnel and Salary System (including both the
      Temporary Personnel and Salary System and the Permanent Personnel and
      Salary System), the Accounting System (including both the Temporary
      Accounting System and the Permanent Accounting System) and the Engineering
      Systems (including all the Temporary CAD System for Mechanical Design, the
      Permanent CAD System for Mechanical Design, the automatic drawing support
      system and the print board

<PAGE>

      production support system (Speed Net));

6.    "Development Support" means a business to support the development of the
      Permanent Sales and Production System, the Permanent Personnel and Salary
      System, the Permanent Accounting System and the Permanent CAD System for
      Mechanical Design, which is entrusted by Asyst Shinko to Shinko Electric
      pursuant to Article 2, paragraph 3 hereof;

7.    "Management and Operation" means to carry out scheduling, operation and
      data storage of systems, etc. in order to put the systems into operation;

8.    "Use" means the use of the systems by each officer and employee (including
      part-time workers, inducted outside suppliers and loaned workers who are
      treated similarly to the employees) of Asyst Shinko as the user thereof in
      order to carry out his/her duties;

9.    "Each Permanent System" means the Permanent Sales and Production System,
      the Permanent Personnel and Salary System and the Permanent CAD System for
      Mechanical Design;

10.   "Each Temporary System" means the Temporary Sales and Production System,
      the Temporary Personnel and Salary System and the Temporary CAD System for
      Mechanical Design; and

11.   "Permanent System Operation Date" means October 1, 2003 or any other day
      agreed by both parties hereto on which Each Permanent System goes into
      operation.

Article 2  (Rules for Structuring and Operation of Each System)

      The substance of structuring and operation and Development Support of Each
System are as follows. For the avoidance of doubt, Schedule 2 merely sets forth
an image of the development schedule pursuant to this Article and Schedule 2
itself shall not have any legal enforceability:

1.    The Permanent Sales and Production System, the Permanent Personnel and
      Salary

<PAGE>

      System, the Permanent Accounting System and the Permanent CAD System for
      Mechanical Design shall be newly developed by Asyst Shinko at its expenses
      and on its responsibility not later than the Permanent System Operation
      Date, and shall be operated by Asyst Shinko at its expenses and on its
      responsibility from the Permanent System Operation Date;

2.    Shinko Electric shall deliver to Asyst Shinko on the execution date hereof
      the business flow sheet for Each Permanent System drawn up for Asyst
      Shinko and any other flow sheet agreed between the parties hereto
      (hereinafter referred to as the "Business Flows, etc.");

3.    Shinko Electric shall, upon development by Asyst Shinko of Each Permanent
      System, elect one (1) person from among employees of Shinko Electric as
      the development supporter who supports development of Each Permanent
      System of Asyst Shinko and cause such person to provide certain support to
      the possible extent such as giving instructions, providing information
      etc. and operation of computer terminal which are necessary for the
      relevant development, and Asyst Shinko shall, in consideration of such
      support, pay to Shinko Electric the development support fees provided for
      in Article 7, paragraph 1, item (1);

4.    Each Temporary System (excluding the Accounting Services System; the same
      shall apply hereafter in this paragraph) shall be developed by Shinko
      Electric at its expenses and on its responsibility not later than
      September 30, 2002, by remodeling the existing system of Shinko Electric.
      Shinko Electric shall, during the period from the execution date hereof to
      the date on which Each Permanent System goes into operation, license Asyst
      Shinko to use Each Temporary System (which means to simply use such system
      and does not include copying or alteration thereof) and Asyst Shinko
      shall, in consideration of such license, pay to Shinko Electric the user
      fees provided for in Article 7, paragraph 1, item (2)(i). Shinko Electric
      shall, at its expenses and on its responsibility, manage and operate Each
      Temporary System;

5.    Shinko Electric shall license Asyst Shinko to use the automatic drawing
      support system and the print board production support system (Speed Net)
      (which means to simply use such system and does not include copying or
      alteration thereof) of the Engineering Systems for one (1) year from the
      execution date hereof (provided

<PAGE>

      that this shall not prevent the application of Article 10, paragraph 2
      hereof), and Asyst Shinko shall, in consideration of such license, pay to
      Shinko Electric the user fees provided for in Article 7, paragraph 1, item
      (2)(ii). Shinko Electric shall, at its expenses and on its responsibility,
      manage and operate the automatic drawing support system and the print
      board production support system (Speed Net); and

6.    Shinko Electric shall transfer the Accounting Services System to Asyst
      Shinko on the execution date hereof. Upon such transfer of the Accounting
      Services System, Shinko Electric shall deliver to Asyst Shinko the
      transubstantiated media of the Accounting Services System, manuals and
      other documents necessary to operate such system. Asyst Shinko shall, in
      consideration of such transfer, pay the transfer price provided for in
      Article 7, paragraph 1, item (3) complying with the due date and manner of
      payment set forth therein.

Article 3  (System Users)

      The users of the Temporary Sales and Production System, the Temporary
Personnel and Salary System, the Receivables and Payables Management System, the
Temporary CAD System for Mechanical Design, the automatic drawing support system
and the print board production support system (Speed Net) shall be officers and
employees of Asyst Shinko (including part-time workers, inducted outside
suppliers and loaned workers who are treated similarly to the employees) and
Asyst Shinko may not permit any other third person to use each of the above
systems.

Article 4  (Contact Person Handling Troubles and Other Request)

      The contact person at Shinko Electric at the time of occurrence of
troubles and for any request made by Asyst Shinko for handling any other matters
in connection with the Temporary Sales and Production System, the Temporary
Personnel and Salary System, the Receivables and Payables Management System, the
Temporary CAD System for Mechanical Design, is as follows:

      Kenichiro Hori, Manager
      Information Systems Office, Management Planning Division (at Ise Plant)
      Phone:0596-36-1131
      e-mail: hori-k@ise.shinko-elec.co.jp

<PAGE>

Article 5  (System Operation Time)

      The time of operation of the Temporary Sales and Production System, the
Temporary Personnel and Salary System, the Receivables and Payables Management
System, the Temporary CAD System for Mechanical Design, the automatic drawing
support system and the print board production support system (Speed Net) shall
be, in principle, subject to the schedules determined by Shinko Electric in
advance; provided that Shinko Electric and Asyst Shinko shall consult with each
other in respect of handling of any operation requested in advance by Asyst
Shinko.

Article 6  (System Alteration)

      Asyst Shinko may not request Shinko Electric to make any alteration to the
Temporary Sales and Production System, the Temporary Personnel and Salary
System, the Receivables and Payables Management System, the Temporary CAD System
for Mechanical Design, the automatic drawing support system and the print board
production support system (Speed Net); provided that if it becomes necessity to
alter above systems for any reason on the part of Shinko Electric, the
alteration may be made after consultation with Asyst Shinko.

Article 7  (System User Fees, Development Support Fee and System Transfer Price)

1.    Asyst Shinko shall pay to Shinko Electric each of the following fees and
      price in consideration of the Development Support, use of systems and
      transfer of system provided for in paragraphs 3 through 6 of Article 2:

      (1)   Development support fee for Each Permanent System

            JPY 660,000 per month (for the period from October 1, 2002 to
            September 30, 2003. Such development support fee shall include any
            expenses which Asyst Shinko is obliged to pay under Article 2,
            paragraph 3, for the dispatch of a development supporter);

      (2)   System user fee

<PAGE>

            (i)   Temporary Sales and Production System, Temporary Personnel and
            Salary System, Receivables and Payables Management System and
            Temporary CAD System for Mechanical Design

                  System user fee: JPY 5130,000 per month (for the period from
                  October 1, 2002 to September 30, 2003);

            (ii)  Automatic drawing support system and print board production
            support system (Speed Net)

                  System user fee: JPY 710,000 per month (for the period from
                  October 1, 2002 to September 30, 2003); and

      (3)   Transfer price of the Accounting Services System

                  JPY 360,000 (which includes purchase price of the new package
                  software and annual maintenance fees, subject to certain
                  excise tax.).

2.    The fees set forth in items (1) and (2) above shall be due on the end of
      each month, and Asyst Shinko shall pay the equivalent amount to Shinko
      Electric by way of bank transfer to the account designated by Shinko
      Electric by the date reasonably prior to such due date. The due date of
      the transfer price set forth in item (3) above shall be October 30, 2002,
      and Asyst Shinko shall pay the equivalent amount to Shinko Electric by way
      of bank transfer to the account designated by Shinko Electric by the date
      reasonably prior to such due date.

Article 8  (Compensation for Damages and Indemnification)

1.    If either of Shinko Electric or Asyst Shinko breaches any of the
      provisions hereof due to willful misconduct or gloss negligence of such
      party, the other party may claim for damages arising out of such breach.

2.    Notwithstanding the preceding paragraph, Shinko Electric shall not, unless
      it is attributable to the willful misconduct or gross negligence of Shinko
      Electric, be responsible to Asyst Shinko for the substance of the Business
      Flows, etc. delivered

<PAGE>

      in accordance with Article 2, paragraph 2 in connection with Each
      Permanent System and for defect in any permanent system developed by Asyst
      Shinko.

3.    Notwithstanding paragraph 1 above, Shinko Electric shall not, unless it is
      attributable to the willful misconduct or gross negligence of Shinko
      Electric, be liable to Asyst Shinko for damages incurred by Asyst Shinko
      due to non-operation, improper operation or any other defect in Each
      Temporary System for any reason.

Article 9  (Security Measures)

      Shinko Electric and Asyst Shinko shall separately consult with each other
on the specific security measures for Each System, sharing of costs, etc.

Article 10  (Term and Termination of Agreement)

1.    With respect to the Development Support of Each Temporary System and Each
      Permanent System set forth in Article 2, paragraph 3, the term of this
      Agreement shall be from the date of this Agreement until the Permanent
      System Operation Date, except for the cases where it is otherwise
      specifically provided for in paragraph 3 or 5 of this Article or any other
      provisions hereof, or where it is otherwise agreed between both parties.

2.    In the case of the automatic drawing support system and the print board
      production support system (Speed Net), the term of this Agreement shall
      be, except for the cases where it is otherwise specifically provided for
      in the proviso of this paragraph, paragraph 4 or 5 of this Article or any
      other provisions hereof, or where it is otherwise agreed between both
      parties, one (1) year from the date of this Agreement, and it shall be
      renewed for the additional period of one (1) year commencing from the date
      immediately following the expiration, with the same conditions as those
      provided for in this Agreement, and the same shall apply to any terms
      thereafter (subject to the provision of paragraph 4 of this Article);
      provided, however, that each party may, unless otherwise agreed, terminate
      this Agreement on or after October 1, 2003, by giving six months prior
      notice to the other party.

3.    If by the operation date of Each Permanent System it becomes certain that
      the number of voting rights of Asyst Shinko held by Shinko Electric or its
      affiliated

<PAGE>

      companies becomes one third or less of the total voting rights of all the
      shareholders of Asyst Shinko, Shinko Electric and Asyst Shinko shall have
      consultation in good faith with respect to handling of this Agreement
      relating to the Development Support of Each Temporary System and Each
      Permanent System set forth in Article 2, paragraph 3, and where the
      parties have reached an agreement within thirty (30) days from the actual
      occurrence of such event, this Agreement shall be handled in accordance
      with the detail of such agreement; provided, however, where no agreement
      was made between Shinko Electric and Asyst Shinko concerning the handling
      of this Agreement within such thirty (30) days period, this Agreement
      shall inevitably be terminated with a lapse of six months after occurrence
      of such event, or prior thereto when Asyst Shinko has ceased to use Each
      Temporary System and declared that it needs no Development Assistance
      referred to in Article 2, paragraph 3.

4.    If after the execution of this Agreement it becomes certain that the
      number of voting rights of Asyst Shinko held by Shinko Electric or its
      affiliated companies becomes one third or less of the total voting rights
      of all the shareholders of Asyst Shinko, the preceding paragraph shall
      apply mutatis mutandis to the handling of this Agreement with respect to
      the automatic drawing support system and the print board production
      support system (Speed Net).

5.    If either Asyst Shinko or Shinko Electric failed to perform the
      obligations hereunder and even after giving written demand for the
      performance of obligations within a reasonable period such failing party
      has not performed same within the said period, then the other party may
      terminate this Agreement at any time by giving a notice.

6.    Notwithstanding paragraph 5 above, provisions of Articles 8, 12, 13 and 15
      shall survive the termination of this Agreement.

Article 11  (Confidentiality)

      Shinko Electric and Asyst Shinko shall keep confidential all technical and
business information provided to them in the course of execution and performance
of this Agreement in accordance with the provisions of the "Comprehensive
Confidentiality Agreement" dated October 1, 2002 between Shinko Electric and
Asyst Shinko.

<PAGE>

Article 12  (Consultation)

      Matters not stipulated herein or any doubt arising with respect to the
interpretation hereof shall be determined at each time upon consultation between
the parties hereto.

Article 13  (Jurisdiction and Governing Law)

      This Agreement shall be governed by and construed in accordance with the
laws of Japan. Shinko Electric and Asyst Shinko hereby agree to submit to the
exclusive jurisdiction of the Tokyo District Court with respect to any dispute
arising out of or in connection with this Agreement.

Article 14  (Assignment of Contractual Position)

      Each of Shinko Electric and Asyst Shinko shall not assign to any third
person or otherwise dispose of all or any part of its rights and obligations or
its contractual position hereunder without obtaining a prior written consent of
the other party.

Article 15  (Entire Agreement)

      This Agreement constitutes the entire and final agreement between the
parties, and replaces and supersedes any and all prior consents or agreements
between the parties relating to the matters stipulated herein. This Agreement
may be amended only by a written agreement between the parties hereto.

<PAGE>

IN WITNESS WHEREOF, Shinko Electric and Asyst Shinko have executed this
Agreement in duplicate by placing their signatures and seals thereon, each
retaining one original copy.


October 1, 2002


                                                       Shinko Electric Co., Ltd.
                                   Toyo MK Building, Toyo 7-2-14, Koto-ku, Tokyo

                                                       by: Saeki Hirobumi [seal]
                                                                       President

                                                              Asyst Shinko, Inc.
                                   Toyo MK Building, Toyo 7-2-14, Koto-ku, Tokyo

                                                       by: Kawano Hitoshi [seal]
                                                         Representative Director
<PAGE>

             [Intellectual Property Rights Mutual License Agreement
                           executed as of 2002.10.01]


                                  (Translation)



              INTELLECTUAL PROPERTY RIGHTS MUTUAL LICENSE AGREEMENT


This Agreement is made and entered into by and between SHINKO ELECTRIC CO., LTD.
("SHINKO") and ASYST SHINKO INC. ("ASYST SHINKO") with respect to the treatment
of the intellectual property rights held by Shinko in connection with the
hospital conveyance system business and semiconductor liquid crystal hardware
business (the semiconductor liquid crystal hardware business consisting of the
EFEM business and robot business) ("SDK BUSINESS ") and of the intellectual
property rights held by Asyst Shinko in connection with the semiconductor wafer
and liquid crystal glass platform conveyance system business ("ASI BUSINESS"),
as follows:

Article 1  Definitions

The terms used herein shall have the respective meanings indicated below:

1.   "LICENSOR" means a party which grants an ordinary license of Intellectual
     Property Rights in accordance with Article 2.

2.   "LICENSEE" means a party which acquires an ordinary license of Intellectual
     Property Rights in accordance with Article 2.

3.   "INTELLECTUAL PROPERTY RIGHTS" means patents, patents under application,
     utility models, designs, trademarks, rights concerning software, Know How,
     and all other intellectual property rights and other technical information
     relating to such intellectual property rights, etc.

4.   "KNOW HOW" means any information and knowledge, whether tangible or
     intangible, required to be kept confidential as a business secret, which
     are held and controlled by the Licensor as of the date hereof.

5.   "IMPROVED TECHNIQUE" means any improvements or modifications relating to
     the Intellectual Property Rights defined above and any other techniques
     which have a technical operative effect identical or similar to such
     Intellectual Property Rights.

6.   "RELATED COMPANIES" means "Related Companies" and "Subsidiaries" as defined
     in the


                                      -1-
<PAGE>

     Regulations Concerning Terminology, Forms and Method of Preparation of
     Financial Statements (Ministerial Ordinance of Ministry of Finance, No. 59
     of 1963) (according to which, Kobe Steel, Ltd. shall not be treated as a
     Related Company of Shinko, and Asyst Japan Inc. and its parent company,
     Asyst Technologies, Inc. shall not be treated as Related Companies of Asyst
     Shinko herein).

Article 2  Mutual License without Royalty

With respect to the treatment of the Intellectual Property Rights held by Shinko
and Asyst Shinko as of the date hereof, it is agreed that:

1.   Shinko shall grant, without royalty, to Asyst Shinko, for use in relation
     to ASI Business only, an ordinary license to the Intellectual Property
     Rights listed in Annex A (collectively the ""A" INTELLECTUAL PROPERTY
     RIGHTS") which have not been transferred or assigned to Asyst Shinko and
     have been held by Shinko since the date before the effective date of the
     split off (the "SPLIT OFF") under the split off program approved by a
     special resolution passed at the shareholders meeting of Shinko held on
     June 27, 2002; provided, however, that only a restrictive right to use as
     described in Annex 1 shall be granted with respect to the rights concerning
     software of the "A" Intellectual Property Rights.

2.   Asyst Shinko shall grant, without royalty, to Shinko, for use in relation
     to SDK Business only, an ordinary license to the Intellectual Property
     Rights listed in Annex B (collectively the ""B" INTELLECTUAL PROPERTY
     RIGHTS") which have been transferred and assigned to Asyst Shinko by way of
     the Split Off; provided, however, that only a restrictive right to use as
     described in Annex 1 shall be granted with respect to the rights concerning
     software of the "B" Intellectual Property Rights.

Article 3  Grant of Sublicense to Third Parties

1.   The Licensee shall not, without the written consent of the Licensor, with
     respect to the "A" and "B" Industrial Property Rights, sublicense, transfer
     or assign the ordinary license granted to it or create a security interest
     thereon to or in favor of any third party other than a company, 50% or more
     of the shares of which are held by Shinko or Asyst Shinko; provided,
     however, that the Licensee shall be entitled to grant a sublicense with
     respect the "A" and "B" Industrial Property Rights to a third party, but
     only if the Licensee has consigned its production work to such third party
     in connection with the SDK Business or ASI Business conducted by it and
     such third party assumes obligations equal to that of the Licensee
     hereunder.

2.   The Licensor shall not, grant, transfer or assign any exclusive license
     with respect to the


                                      -2-
<PAGE>

     "A" or "B" Intellectual Property Rights owned by the Licensor or create any
     security interest thereon to or in favor of a third party, unless the
     Licensor gives notice of the same to the Licensee and enters into an
     agreement with such third party to the effect that the ordinary license
     without royalty held by the Licensee remains in effect.

3.   If either party hereto grants any license to a third party, such party
     shall make the relevant third party approve and comply with each provision
     herein.

Article 4  Registration of License

The Licensee shall, at any time upon making a request to the Licensor, be
entitled to register the "A" and "B" Intellectual Property Rights with respect
to which an ordinary license has been granted, at its own cost, and the other
party shall corporate therewith.

Article 5  Technical Information

     The Licensor shall disclose to the Licensee all Know How and technical
     documents which relate to any of the following:

1.   all drawings, designs, specifications, material lists, other technical
     information and details and related information concerning such technical
     information necessary for the implementation of the license of the
     Intellectual Property Rights with respect to which an ordinary license has
     been granted to the Licensee; and

2.   copies of all documents relating to applications for industrial properties
     such as patent rights, utility model rights, design rights and trademark
     rights which are included under the ordinary license, registrations of
     copyright, circuit layout rights or other rights or any other procedures
     similar thereto made by or on behalf of the Licensor, a list of the
     countries in which such applications, registrations, etc. have been made
     and a detailed description of the status of all such applications,
     registrations, etc.

Article 6  Improved Techniques

1.   If either party hereto develops or acquires any Improved Technique (but
     only where the party develops or acquires all of the rights concerning the
     Improved Technique; with the same to apply hereafter) in relation to the
     "A" or "B" Intellectual Property Rights owned by them respectively or in
     relation to the ordinary license granted to them by the other party in
     accordance with Article 2 hereof, such party shall disclose to the other
     party, in relation to any and all such Improved Techniques, all drawings,
     designs, specifications, material lists and other technical information,
     and all details and related information


                                      -3-
<PAGE>

     concerning such technical information (including the date of completion of
     the development or acquisition of such Improved Technique or information on
     the developer) after the completion of the development or acquisition of
     such Improved Technique without delay. For the purpose of this Article 6,
     the party which acquires the Improved Technique shall be referred to as the
     Improved Technique Licensor and the party which receives disclosure of
     information concerning the Improved Technique shall be referred to as the
     Improved Technique Licensee.

2.   Any and all Improved Techniques acquired by a party in relation to the "A"
     and "B" Intellectual Property Rights during the term hereof shall be
     included in the Intellectual Property Rights subject to the license granted
     hereunder from the day on which the Improved Technique Licensor makes such
     disclosure regarding the relevant Improved Technique to the Improved
     Technique Licensee pursuant to the preceding paragraph, and the Improved
     Technique Licensee shall not be obliged to make any additional payments
     concerning the license of the Improved Technique to the Improved Technique
     Licensor or any other person.

3.   If the Improved Technique is developed or acquired by the Improved
     Technique Licensor based on developments or commissions, etc., made to its
     Related Companies or if the Improved Technique relates to joint
     developments or acquisitions between the Improved Technique Licensor and
     its Related Companies, the provisions of the preceding two (2) paragraphs
     shall apply only when the approval of such Related Companies is obtained,
     and the Improved Technique Licensor shall exert its best efforts to obtain
     such approval from those Related Companies.

4.   If the Improved Technique is developed or acquired by the Improved
     Technique Licensor based on developments or commissions, etc., made to any
     third persons other than its Related Companies or if the Improved Technique
     relates to joint developments or acquisitions between the Improved
     Technique Licensor and any third person other than its Related Companies,
     the provisions of paragraphs 1 and 2 above shall apply only when the
     approval of such third person is obtained, and the Improved Technique
     Licensor shall exert commercially reasonable efforts to obtain such
     approval from such third person.

Article 7  Technical Guidance

1.   If the Licensee makes a written request from time to time during the term
     of this Agreement and the Licensor considers such request appropriate, the
     Licensor shall dispatch a reasonable number of engineers (the "ENGINEERS")
     to the Licensee for the purpose of technical advice and guidance necessary
     for the implementation by the Licensee of the license with respect to the
     "A" and "B" Intellectual Property Rights or for other purposes mutually
     agreed between the parties hereof. The maximum term of the


                                      -4-
<PAGE>

     dispatching of such Engineers shall not exceed 30 days per annum for each
     Engineer; provided, however, that such maximum term may be extended for not
     more than 30 days subject to agreement between the parties, and the same
     shall apply thereafter.

2.   The Licensee shall pay to the Licensor a dispatching fee in the amount per
     one Engineer agreed between the parties, and shall bear all the lodging
     expenses, traveling expenses and other expenses incidental thereto
     (including any amounts equivalent to consumption tax and local consumption
     tax necessary for the relevant expenses) which the Licensor reasonably
     requires in connection with the dispatching of its personnel.

3.   The Licensee shall have the entire responsibility for undertaking all
     activities necessary to protect the life and property of the Engineers.
     Upon the reasonable request of the Engineers, the Licensee shall arrange at
     its own expense appropriate doctor and/or hospital facilities.

Article 8  Non Registration of Technical Information and Know How

The Licensee shall not apply for any industrial property rights such as patents,
utility models, designs or trademark on the basis of the technical information
or the Know How provided by the Licensor nor shall it register any copyrights,
circuit layout rights or other rights without the prior written consent of the
Licensor.

Article 9  Records and Reports

The Licensee shall report to the Licensor the status of the implementation and
availability of the "A" and "B" Intellectual Property Rights upon the request by
the Licensor without delay.

Article 10  Infringement Measures

If either party discovers that any third party is infringing or is likely to
infringe any of the intellectual property rights under this Agreement, such
party shall immediately notify the same to the other party, giving a description
of such infringement (including of any likely infringement) by the third party
and any related information obtained thereby, and the Licensor shall take
measures to prevent such infringement at its own expense and the Licensee shall
corporate therewith.

Article 11  No Responsibility for Infringement of Third Party's Right

1.   If the Licensee becomes aware that the use of the "A" and "B" Intellectual
     Property


                                      -5-
<PAGE>

     Rights infringes or is likely to infringe the Intellectual Property Rights
     of any third party or receives a warning from or is sued by a third party
     to the effect that the use of the "A" and "B" Intellectual Property Rights
     by the Licensee infringes the Intellectual Property Rights of such third
     party, it shall notify the Licensor of the same, sending any related
     documents obtained thereby.

2.   The Licensee shall be liable for and must bear the cost of settling the
     infringement of any Intellectual Property Rights resulting from the use of
     the "A" and "B" Intellectual Property Rights, (provided that each of the
     Licensor and the Licensee shall separately consult with each other in
     respect to the proportion of their respective burden of the costs incurred
     pursuant to the above and the conclusive proportion thereof shall be
     subject to the agreement reached by the parties at such separate
     consultation). In this case, each Licensor of the "A" and "B" Intellectual
     Property Rights shall provide all necessary cooperation at the reasonable
     request of each Licensee; provided, however, that, if such infringement
     results only from the willful misconduct or gross negligence of the
     Licensor, the Licensee shall not be required to meet the obligations
     provided for in this paragraph and each Licensor shall settle the matter at
     its own liability and expense.

3.   Shinko represents and warrants as of the date hereof that it has not
     received any warnings or claims, other than the facts as described in Annex
     2, to the effect that the "A" and "B" Intellectual Property Rights infringe
     any patent, etc. of any third party and that, to the best of its knowledge,
     it is not in infringement of any patent rights of any third party. Except
     for the above-mentioned representation and warranty, Shinko makes no
     representations or warranties with respect to the non-existence of
     infringement by the "A" and "B" Intellectual Property Rights of any
     Intellectual Property Rights of any third party or the validity of the "A"
     and "B" Intellectual Property Rights.

4.   In no event shall the Licensor assume any liability with respect to any
     damages caused by or resulting from those rights provided to the Licensee
     hereunder or the use thereof.

5.   The provision of the Technological Information or the grant of the licenses
     hereunder shall not be deemed to be a guarantee of the non-existence of
     infringement of the Intellectual Property Rights held by any third party,
     or of the validity of the "A" and "B" Intellectual Property Rights.

Article 12  Confidentiality

Shinko and Asyst Shinko shall keep confidential the Know How making up the "A"
and "B" Intellectual Property Rights and any the technical and business
information provided on a confidential basis in accordance with the
Comprehensive Confidentiality Agreement dated October 1, 2002 between Shinko and
Asyst Shinko.


                                      -6-
<PAGE>

Article 13  Term

1.   Except as provided for in Article 14, this Agreement shall be effective
     during the period from the date hereof to the date on which both of the "A"
     and "B" Intellectual Property Rights are extinguished, provided however
     that the provisions of Article 11, 12 and 14, 15, and 17 shall continue in
     force thereafter.

2.   Notwithstanding the provisions of the preceding paragraph, if it becomes
     certain that the proportion of the number of voting rights of shares of
     Asyst Shinko held by Shinko or its Related Companies will become less than
     one third of the number of voting rights of all the shareholders of Asyst
     Shinko, the parties hereto shall consult with each other in good faith as
     to the handling of the Improved Technique, and if agreement is reached
     within thirty (30) days from the date of occurrence of the relevant event,
     the Improved Technique shall be handled pursuant to such agreement;
     provided, however, that if no such agreement concerning the handling of the
     Improved Technique is reached within thirty (30) days from the occurrence
     of such event, the provisions of Article 6 hereof shall lose effect as from
     the expiration of thirty (30) days from the occurrence of the relevant
     event.

Article 14  Unilateral Cancellation and Damage Compensation

1.   If any of the events set forth in items (i) through (iii) and (iv) below
     occurs with respect to a party and if, after the other party demands to the
     first such party, the cure of such event within a period of no less than 10
     days and such event is not cured within that period, or if the event set
     forth in item (iv) occurs, then Shinko and Asyst Shinko shall be entitled
     to cancel that part of this Agreement (but only that part) which consists
     of the grant of the ordinary license to the other party (the "UNILATERAL
     AGREEMENT"):

     (i)   if the party makes false reports or commits any unlawful act with
           respect to the implementation of this Agreement;

     (ii)  if the party becomes involved in any dispute, directly or indirectly,
           with respect to the validity of the "A" or "B" Intellectual Property
           Rights;

     (iii) If the party fails to cooperate in measures to prevent infringement
           set forth in Article 10 without reasonable grounds;

     (iv)  If it becomes clear that the representations and warranties provided
           for in Article 11 hereof are not true; or

     (v)   if the party breaches the confidentiality obligation set forth in
           Article 12.


                                      -7-
<PAGE>

     In this case, the Unilateral Agreement (only) shall terminate as of the
     date on which the cancellation notice reaches the other party, at which
     time such other party shall also cease to have the ordinary license granted
     hereunder.

2.   In addition to the preceding provisions, if a party fails to perform any of
     its obligations hereunder and if, after the other party demands the
     performance of such obligation within a period of no less than 10 days, the
     first mentioned party does not perform such obligation within such period,
     then Shinko or Asyst Shinko shall be entitled to cancel the Unilateral
     Agreement by written notice. In this case, the Unilateral Agreement shall
     terminate as of the date on which such notice reaches the other party.

3.   In the event of the preceding two (2) paragraphs, Shinko or Asyst Shinko
     shall be entitled to claim damages against the other party in case of the
     willful misconduct or negligence of the other party.

4.   The provisions of the proviso of Article 13, paragraph 1 shall be applied
     even after this Agreement is terminated or cancelled under this Article.

Article 15  Obligation to Return and Restriction on Use of Know How after
            Termination

If the Licensee loses the ordinary license granted hereunder upon the expiration
of the term set forth in Article 13 or upon the unilateral cancellation set
forth in Article 14, then, for all purposes, the Licensee shall immediately
suspend the use of the Know How, business secrets and technical information
provided by the Licensor, and shall return or destroy (if the Licensor so
consents) the documents or data containing such Know How within fourteen (14)
days of the loss of such ordinary license.

Article 16  Consultation

Matters not stipulated herein or any doubts arising with respect to the
interpretation of this Agreement shall be determined from time to time upon
consultation between the parties.

Article 17  Jurisdiction and Governing Law

This Agreement shall be governed by and construed in accordance with the laws of
Japan. Shinko and Asyst Shinko agree to submit to the exclusive jurisdiction of
the Tokyo District Court over any dispute arising out of or in connection with
this Agreement.


                                      -8-
<PAGE>

Article 18  Assignment of Contractual Position

Neither Shinko nor Asyst Shinko shall transfer, assign or otherwise dispose of
all or any part of their respective rights or obligations or contractual
position hereunder to any third party without the prior written consent of the
other party.

Article 19  Entire Agreement

This Agreement shall constitute the entire and conclusive agreement between the
parties and replaces and supercedes any prior agreement and understanding
between the parties relating to the provisions hereof. This Agreement may be
modified only by written agreement by the parties hereto.






                                      -9-
<PAGE>

IN WITNESS WHEREOF, this deed is executed in two originals to which Shinko and
Asyst affix their name and seal, each retaining one original.


October 1, 2002


                           2-14, Toyo 7-chome, Koto-ku, Tokyo, Japan

                           SHINKO ELECTRIC, CO., LTD.

                           President and Representative Director: Hirofumi Saeki



                           2-14, Toyo 7-chome, Koto-ku, Tokyo, Japan

                           ASYST SHINKO, INC.

                           President and Representative Director: Hitoshi Kono




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                                                                         Annex A


[A list of the Intellectual Property Rights held by Shinko and with respect to
which a license will be granted to Asyst Shinko will be inserted here.]




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                                                                         Annex B


[A list of the Intellectual Property Rights which will be transferred to Asyst
Shinko and with respect to which a license will be granted to Shinko will be
inserted here.]




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                                                                         Annex 1


              Special Provisions concerning Rights to Use Software


1.   Definitions

          In this Annex 1, the following terms have the respective meanings
indicated below:

          (1)  "SOFTWARE" means what is described in each following provisions;

               (i)  computer programs (including Object Codes and Source Codes,
                    and amended versions, extended versions and/or updated or
                    secondary works thereof, and all the reproductions of the
                    above-mentioned matters)

               (ii) Software Documents regarding the preceding provision.

          (2)  "OBJECT CODE" means a program which is generated by compiling a
               Source Code and which is possible to be directly loaded to
               computer system and executed.

          (3)  "SOURCE CODE" means a program described in programming language
               to be recognized by human, which programmers with skills are able
               to understand, and which is impossible to be executed without
               compiling or interpreting into an Object Code.

          (4)  "SOFTWARE DOCUMENTS" means technical materials related to
               software and general technical materials (such as instruction
               manuals, data sheets, design specifications, design drawings and
               logic diagrams) and information included in these materials.

2.   Delivery of Software

          In relation to the software relating to which a license is granted
          under this Agreement, the Licensor shall deliver Object Codes, Source
          Codes (excluding Source Codes belonging to third parties' rights in
          relation to which the Licensor is imposed any limitation) and Software
          Documents.

3.   License of Software

          The content of the license of the rights concerning software set forth
          in Article 2, paragraph 1 and 2 herein shall be as follows.

          (1)  The Licensor shall grant the Licensee the nonexclusive licenses
               as follows:.


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               (a)  use

               (b)  reproduction and alteration (including diversion into other
                    Software)

               (c)  sale (excluding disclosure of Source Codes)

               (d)  license to a third party a right to use as mentioned in (a)
                    above

          (2)  Notwithstanding the preceding paragraph, the Licensee shall not
               disclose to any third party the Source Code of Software relating
               to which a license is granted without the written authorization
               by the Licensor

4.   Version Control

          (1)  Versions of Software shall be controlled by the Licensor,
               provided however that new versions which the Licensee alters,
               etc. independently shall be controlled by the Licensee and in
               relation to such new version, the Licensor shall have no
               liability.

          (2)  Notwithstanding the preceding paragraph, the Licensee may consign
               the control of new versions which the Licensee alters, etc.
               independently to the Licensor for value.




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                                                                         Annex 2


                Exceptions to the Representation and Warranties
                     provided for in Article 11, paragraph 3


As exceptions to the representation and warranties provided for in Article 11,
paragraph 3, the following facts exist as of the execution date hereof.

1.   By the content-certified mail as of August 8, 2002, Auckland UniServices
     Limited and DAIFUKU CO., LTD. lodged the following protest through their
     counsel, Mori Sogo Law Office.

     (1)  The overhead feed device (OHS) which Shinko sold NEC Yamagata Ltd. and
          UMC of Taiwan, etc. infringes the patent number 2667054, claim 22
          (invention regarding aluminum rail) regarding "Inductive power
          distribution system" owned by Uniservices Limited.

     (2)  The overhead feed devices (OHT, OHS and Super Rim Liner F3) which
          Shinko produces and sells infringes the above-mentioned patent number
          2667054, claim 30 (control regarding circuit structure) in light with
          the circuit structure used in these devices.

2.   The patents in relation to the products of Shinko regarding which the
     above-mentioned protest was lodged are the following three (3) patents,
     which are to be licensed to Asyst Shinko pursuant to this Agreement.

     [Related Patents]

<TABLE>
<S>            <C>            <C>                    <C>                           <C>
     Annex A   List No. 124   overhead feed device   Public Registration Number:   JP10-248108

     Annex A   List No. 329   overhead feed trans    Public Registration Number:   JP2002-134340

     Annex A   List No. 330   overhead feed device   Application Number:           JP10-248108
</TABLE>

3.   It is Shinko intention to protect the Related Patents as described in
     Article 2 above at its own expense and liability.




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                              [Parts Supply Agreement executed as of 2002.10.01]


                                 (Translation)


                             PARTS SUPPLY AGREEMENT


This Agreement is entered into by and between Shinko Electric Co., Ltd.
(hereinafter referred to as "Shinko") and Asyst Shinko, Inc. (hereinafter
referred to as "Asyst Shinko"), as follows:

Article 1  (Purpose of this Agreement)

The purpose of this Agreement is to provide for the transaction terms under
which Shinko will supply Parts (as defined in Article 2) to Asyst Shinko
pursuant to the shareholders agreement dated May 24, 2002 (hereinafter referred
to as the "Shareholders Agreement") entered into by and between Shinko and Asyst
Japan, Inc. (hereinafter referred to as "Asyst Japan").

Article 2  (Target Products of this Agreement)

This agreement shall apply to the parts to be supplied to Asyst Shinko by
Shinko, including those currently manufactured by Shinko which are set out in
Attachment 1 (hereinafter referred to as the "Existing Parts") and those to be
newly manufactured by Shinko (hereinafter referred to as the "New Parts") (both
the Existing Parts and the New Parts hereinafter collectively referred to as the
"Parts").

Article 3  (Term of this Agreement and Supply Period)

1.    The term of this Agreement shall be one (1) year from the execution date
      hereof.

2.    This Agreement shall be automatically renewed for additional periods of
      one (1) year from the day immediately following the expiration of the term
      hereof under the same conditions and the same shall apply thereafter;
      provided, however, that if the parties agree otherwise, such other
      agreement shall be complied with.


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3.    If the Shareholders Agreement is terminated or if it becomes certain that
      the voting rights of Asyst Shinko held by Shinko or its related companies
      will become one third or less of the total voting rights held by all the
      shareholders of Asyst Shinko, the parties hereto shall consult with each
      other in good faith as to the handling of this Agreement and if agreement
      is reached within thirty (30) days from the date of occurrence of the
      relevant event, this Agreement shall be handled pursuant to such
      agreement; provided, however, that if no such agreement is reached between
      the parties within thirty (30) days from the occurrence of the relevant
      event, this Agreement shall be terminated upon the expiration of
      one-hundred and fifty (150) days from such date. For the purpose of this
      paragraph, "related companies" means subsidiaries or affiliates (as
      defined in the Regulation Concerning Terminology, Forms and Method of
      Preparation of Financial Statements (Ministerial Ordinance of the Ministry
      of Finance, No.59 of 1963) of Shinko.

4.    Notwithstanding the preceding three (3) paragraphs, the provisions of
      Article 8, Articles 10 through 14 and Article 16 hereof shall remain in
      full force after the expiration of the term of this Agreement.

5.    Shinko may, by giving a written notice to Asyst Shinko of its intention to
      discontinue to supply certain parts specified therein, discontinue
      supplying such parts after a period of half a year [from the date of the
      notice]. In this case, Shinko may exclude those specified parts from those
      items which make up the Parts after the half year period from the delivery
      date of such notice, unless both parties otherwise agree upon consultation
      in cases where such discontinuance may have a material adverse effect on
      the management of Asyst Shinko.

Article 4  (Individual Transactions)

1.    The name, specifications, quantity, unit price, date of delivery, place of
      delivery, terms of inspection upon receipt and payment conditions of the
      Parts or any other terms necessary for the sale and purchase of the Parts
      other than those provided for herein shall be specified by Asyst Shinko in
      the relevant purchase order each time an individual sales transaction is
      entered.

2.    The time of conclusion of an individual transaction in respect of Parts
      ordered by Asyst


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Shinko as provided for in the preceding paragraph shall be as follows:

      (i)   If Asyst Shinko places an order with Shinko for Parts pursuant to
            the conditions for price and base delivery period of the Parts set
            forth in Attachment 2, an individual transaction shall be concluded
            upon receipt of such order by Shinko.

      (ii)  If Asyst Shinko places an order with Shinko for Parts on conditions
            different from those for price and base delivery period set forth in
            Attachment 2, an individual transaction shall be concluded when an
            agreement in writing is reached on the relevant conditions pursuant
            to consultations between the parties hereto after the receipt of
            such order by Shinko.

3.    Upon the conclusion of an individual transaction, Shinko shall be obliged
      to manufacture the Parts which are the subject of such individual
      transaction and to supply the same to Asyst Shinko, and Asyst Shinko shall
      be obliged to purchase the same.

4.    Even after the individual transaction was effected pursuant to paragraph 3
      above, Asyst Shinko may terminate such individual transaction by giving
      written notice to Shinko. In this case, the termination shall be effective
      upon delivery of the said notice to Shinko, and Shinko may purchase the
      materials and parts from Asyst Shinko which it has procured up to that
      time for the relevant individual transaction at the procurement cost plus
      three percent (3%) thereof as the management fee then applicable to the
      price of the Parts, and may claim Asyst Shinko payment of the expenses
      including personnel costs, etc., which Shinko has incurred in relation to
      the relevant individual transaction.

5.    Prior to the last date of the delivery period set forth in each individual
      transaction, Asyst Shinko may propose to Shinko a negotiation over the
      extension of the delivery period and Shinko shall accept such negotiation
      in good faith; provided, however, that if the parties fail to reach an
      agreement within thirty (30) days from the date of said proposal of
      negotiation, the termination shall be deemed to come into effect and the
      provision of the second sentence of the preceding paragraph shall apply
      mutatis mutandis.

6.    Both parties shall separately consult each other and prepare an operating
      manual in respect of the detailed manner of operation of the business
      relating to this Agreement.


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Article 5  (Price)

1.    The prices of the Parts shall be those determined pursuant to the
      following conditions unless otherwise agreed between the parties hereto:

      (i)   The prices of the Existing parts shall be the internal transfer
            prices of Shinko as of May 2002 which are specified as the "Transfer
            Price" in Attachment 2 hereto, plus three percent (3%) thereof as
            the management fees.

      (ii)  The prices of the New Parts shall be determined through consultation
            between the parties upon Shinko's proposal of an estimate based on
            the technical drawings. The same shall apply to any parts to be
            ordered on case-by-case basis.

      (iii) The prices of the Parts need to be determined by Asyst Shinko prior
            to placing its order. If, in view of the delivery period, Asyst
            Shinko has no choice but to place the order before the agreement on
            the prices, both parties shall determine the price upon consultation
            in good faith prior to the completion of shipment by Shinko.

2.    The prices of the Parts shall, in principle, be adjusted only once a year
      in accordance with fluctuations in costs regarding the Parts, pursuant to
      prior consultations between the parties, and such adjustment shall be made
      not later than the end of January in a calendar year in respect of the
      period from April of the relevant year to March of the next year;
      provided, however, that if at any other time a party makes a request to
      the other party for an adjustment of the prices of the Parts due to a
      substantial fluctuation in the cost of the Parts or a great discrepancy in
      the forecasted manufacturing based on the sales prospects, the other party
      shall agree to consult with that first party.

Article 6  (Delivery and Inspection)

The terms of delivery of the Parts shall be as follows:

1.    Unless otherwise agreed between the parties, Shinko shall deliver the
      Parts to Asyst Shinko on such date and at such place of delivery as set
      forth in the relevant individual agreement.


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<PAGE>

2.    Asyst Shinko shall, upon receipt of the Parts, inspect the quantity,
      specifications, quality, etc. of the Parts and notify Shinko of the result
      thereof within ten (10) days from and including the day of such receipt.
      If Asyst Shinko fails to notify the result of such inspection within ten
      (10) days from receipt by it of the Parts, the Parts shall be deemed to
      have passed the inspection.

3.    The delivery of the Parts shall be deemed to have been completed and the
      ownership thereof shall be transferred to Asyst Shinko, once the Parts
      have passed the inspection pursuant to the preceding paragraph.

Article 7  (Charge for and Payment of Prices)

Shinko shall calculate the price of the Parts payable on the last day of the
month in which it delivers the Parts to Asyst Shinko (the "Calculation Day")
based on the parts delivered to Asyst Shinko by the Calculation Day and passed
the inspection, and issue an invoice, and Asyst Shinko shall make the relevant
payment by drawing a draft with a maturity of one-hundred and fifty days after
the payment due date which is the end of the month being the three (3) month
following the month of inspection.

Article 8  (Late Payment Charges)

If Asyst Shinko fails to pay any amount payable for the Parts, it shall pay
Shinko a late payment charge of 14% per annum for the period from the day
immediately following the original payment date to the day on which such payment
is completed.

Article 9  (Specifications of Parts)

The specifications of the Parts supplied by Shinko to Asyst Shinko shall be
subject to any agreements reached between Shinko and Asyst Shinko from time to
time based, in principal, on the specifications for the Parts manufactured by
Shinko at the time of execution of this Agreement.


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Article 10  (Guarantee of Parts, etc.)

1.    In the event that any hidden defect is found in any of the Parts during
      the period of twelve (12) months from the delivery thereof and Asyst
      Shinko notifies the existence of such defect to Shinko, Shinko shall, at
      its discretion, take either measure to reduce the price or make repair of
      the relevant Parts; provided, however, that this provision shall not apply
      to any defect in the Parts attributable to Asyst Shinko.

2.    If Asyst Shinko finds any hidden defect in relation to the Parts before
      the expiration of twelve (12) months from the delivery thereof to Shinko
      and fails to give notification describing the same to Shinko, or if Asyst
      Shinko finds any defect in relation to the Parts after the expiration of
      twelve (12) months from the delivery thereof to Asyst Shinko, Shinko shall
      repair the relevant Parts for value.

Article 11  (Product Liability)

1.    In case any damage occurs or is likely to occur in relation to life, body,
      property, etc. of any person due to defect, etc. of the Parts or any
      product manufactured using the Parts, Asyst Shinko may, at its option,
      suspend the performance of or cancel the whole or a part of this Agreement
      and any individual sales agreement hereunder upon notification to Shinko
      of its intention to so suspend or cancel.

2.    If any dispute arises between Asyst Shinko and a third party in connection
      with the defect of any products manufactured by Asyst Shinko using the
      Parts which have passed inspection pursuant to Article 6, Asyst Shinko
      shall settle such dispute at its own expense; provided, however, that if
      such dispute arises due to the willful misconduct or gross negligence of
      Shinko or results mainly from any defect of the Parts which occurred in
      the manufacturing process at Shinko, Asyst Shinko may claim Shinko with a
      damage incurred by Asyst Shinko, to the extent of the aggregate price of
      the Parts in which the defect was found, which has been paid to Shinko by
      Asyst Shinko. Determination of any defects in the Parts shall be made upon
      consultation in good faith between the departments of both parties which
      are in charge of quality assurance.


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Article 12  (Confidentiality)

Shinko and Asyst Shinko shall, in respect of any and all technical and business
information provided by the other party hereunder on a confidential basis, keep
such information confidential pursuant to the provisions of the "Comprehensive
Confidentiality Agreement" dated October 1, 2002, entered into by and between
Shinko and Asyst Shinko.

Article 13  (Default of Contractual Obligations, etc.)

1.    In the event that either Shinko or Asyst Shinko becomes the subject of any
      of the following events, the full amount of any outstanding liabilities
      owed to the other party shall become due and payable and the relevant
      party shall pay any monetary liabilities in cash and perform any other
      liabilities immediately in accordance with the purpose of such
      liabilities:

      (i)   it has delayed payment or otherwise breached any obligation
            hereunder or under any individual transaction;

      (ii)  an application is made against it for attachment or compulsory
            execution in respect of its material assets or it has become subject
            to disposition for failure to pay taxes;

      (iii) an application is made by or against it for corporate reorganization
            proceedings, civil rehabilitation proceedings, bankruptcy, company
            arrangement or special liquidation and such application is not
            withdrawn within sixty (60) days, or any resolution of or judgment
            ordering its dissolution is made; or

      (iv)  when any bill or check drawn or accepted by it is dishonored or when
            it suspends payment or is unable to pay its debts.

2.    In the event that either Shinko or Asyst Shinko become the subject of any
      of the events set out in paragraph 1, item 1 above, if the other party
      gives a written demand to the relevant party stating a reasonable deadline
      and the relevant default is not remedied by


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such deadline, such other party may terminate this Agreement.

3.    In the event that either Shinko or Asyst Shinko becomes the subject of any
      of the events set out in paragraph 1, items 2 through 4 above, the other
      party may immediately terminate this Agreement.

4.    If Asyst Shinko determines that continuance of this Agreement is
      inappropriate for carrying out of its business or lacks reasonability from
      an economic point of view, and notifies Shinko in writing to that effect,
      then both parties shall consult each other concerning the handling of this
      Agreement. If such consultation will not be adequately conditioned after
      one (1) month from the commencement thereof, and Asyst Shinko notifies
      Shinko of its intention to terminate this Agreement in writing upon
      providing a period of not less than ninety [90] days, this Agreement shall
      be terminated upon expiration of such period. In this case, Asyst Shinko
      shall remain liable to perform its obligations hereunder which are already
      in effect at the time of the termination hereof.

5.    The provision of Article 3, paragraph 4 shall apply mutatis mutandis even
      if this Agreement is terminated by cancellation or termination pursuant to
      this Article.

Article 14  (Immunity in case of Force Majeure)

In case of any delay in performance of all or any part of any agreement or in
case of any inability to deliver the Parts due to natural disaster, accident of
transportation facilities or any other reason not attributable to Shinko, Shinko
shall not be responsible therefor.

Article 15  (Doubt about Agreement)

Any doubt arising in terms of the interpretation of this Agreement shall be
determined upon consultation between the parties in accordance with commercial
practice, the Commercial Code, the Civil Code, any other laws and ordinances and
the purpose of this Agreement.

Article 16  (Jurisdiction and Governing Law)


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This Agreement shall be governed by and construed in accordance with the laws of
Japan. Shinko and Asyst Shinko hereby agree to submit to the exclusive
jurisdiction of the Tokyo District Court in respect of any dispute arising from
or in connection with this Agreement.

Article 17  (Transfer of Contractual Position)

Neither Shinko nor Asyst Shinko may transfer or otherwise dispose of all or any
part of their respective rights and obligations hereunder or their contractual
position hereunder to a third party without the prior written consent of the
other party.

Article 18  (Entire Agreement)

This Agreement constitutes the entire and final agreement of the parties hereto
and replaces or supersedes any and all prior agreements and arrangement between
the parties relating to the matters stipulated herein. This Agreement shall be
amended only by written agreement of the parties.


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IN WITNESS WHEREOF, this Agreement has been made in duplicate and executed by
the parties by affixing their names and seals hereto, each retaining one copy.

October 1, 2002

                                         Shinko Electric Co., Ltd.
                                         2-14, Toyo 7-chome, Koto-ku, Tokyo
                                         Hirofumi Saeki
                                         President and Representative Director


                                         Asyst Shinko, Inc.
                                         2-14, Toyo 7-chome, Koto-ku, Tokyo
                                         Hitoshi Kawano
                                         President and Representative Director




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                                                                    Attachment 1


                                    The Parts


         [To be replaced by Attachment 1 to the Parts Supply Agreement]






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                                                                    Attachment 2


                Price List and Base Delivery Period of the Parts


         [To be replaced by Attachment 2 to the Parts Supply Agreement]






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