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EXHIBIT 10.49

AGREEMENT FOR PURCHASE AND SALE

OF

44960 Warm Springs Boulevard, Fremont, California

June 13, 2003





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AGREEMENT FOR PURCHASE AND SALE
OF
44960 WARM SPRINGS BOULEVARD, FREMONT, CALIFORNIA

THIS
AGREEMENT FOR PURCHASE AND SALE(this
Agreement) is made and
entered into as of June 13, 2003 by and between ASYST TECHNOLOGIES, INC., a
California corporation (Seller), and MILPITAS SQUARE 880 @ 237, LLC
(Buyer).

RECITALS

A. Seller owns certain unimproved real property situated at 44960 Warm
Springs Boulevard, Fremont, California, together with associated intangible
personal property.

B. Buyer desires to purchase from Seller and Seller desires to sell to
Buyer, subject to the terms and conditions contained in this Agreement, the
foregoing real property and any and all associated tangible and intangible
personal property owned by Seller.

AGREEMENT

NOW, THEREFORE, Buyer and Seller do hereby agree as follows:

1. Basic
Definitions.

1.1 Closing Date. The term Closing Date shall mean August 22, 2003.

1.2 Contract Period. The term Contract Period shall mean the period
from the Effective Date through and including the Closing Date.

1.3 Deposit. The term Deposit shall mean the amount described in
Section 5.1 (Deposit).

1.4 Effective Date. The term Effective Date shall mean the date set
forth in the opening paragraph above.

1.5 Inspection Period. The term Inspection Period shall be that period
commencing on the Effective Date and concluding at
5:00 oclock p.m. on July 14, 2003.

1.6 Property. The term Property shall mean that certain unimproved real
property situated at 44960 Warm Springs Boulevard, Fremont, California, which
is further described in Exhibit A (Property Description) attached hereto and
made a part hereof and all of the tenements, hereditaments and appurtenances
belonging to or in any way appertaining to such real property, and all of
Sellers right, title and interest in and to such real property, including (i)
any and all real property lying in the bed of any street, road or avenue, open
or proposed, in front of or adjoining such real property to the center line
thereof, (ii) any strips and gores of land adjacent to, abutting or used in
connection with such real property, and (iii) any easements and rights
appurtenant to such real property.





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1.7 Title Company. The term Title Company shall mean First American
Title Company, 1737 N. First Street, Suite 500, San Jose, California 95112.

2. Purchase
and Sale.

2.1
Purchase and Sale. Seller agrees to sell the Property to Buyer, and
Buyer agrees to purchase the Property upon all of the terms, covenants and
conditions set forth in this Agreement.

2.2
Purchase Price. The purchase price for the Property (the Purchase
Price) shall be the sum of Fifteen Million Five Hundred Thousand and 00/100ths
Dollars ($15,500,000.00). The Purchase Price shall be payable by Buyer to
Seller as set forth below:

2.2.1 Subject only to the provisions of Section 3.1.1(c) and Section
3.1.1(d) the Deposit shall be non-refundable and released to Seller without the
need for additional instructions to Title Company upon conclusion of the
Inspection Period unless this Agreement is terminated in the manner provided in
Section 3.2 (Failure or Waiver of Conditions Precedent). The Deposit and shall
be applied to the Purchase Price as set forth in Section 5.1 (Deposit).

2.2.2 The balance of the Purchase Price shall be paid in cash on the
Closing Date through the escrow described in Section 6.1 (Escrow Arrangements).

2.3
Buyers Review and Sellers Disclaimer.

2.3.1 During the Inspection Period, Buyer shall be permitted to make such
review and inspection of the physical, legal, economic and environmental
condition of the Property as Buyer desires in Buyers sole discretion,
including without limitation, the review and approval of, any contracts
affecting the Property, all books and records maintained by Seller or Sellers
agents relating to the Property, boundary and other survey-related issues
relating to the Property, pest control matters, soil condition, asbestos, PCB,
hazardous waste, toxic substance or other environmental matters, compliance
with building, health, safety, land use and zoning laws, regulations and
orders, plans and specifications, traffic patterns and all other information
pertaining to the Property. Except as otherwise set forth in this Agreement,
Seller shall cooperate in Buyers review and provide Buyer with the opportunity
to review all contracts, development agreements, financial reports and surveys,
if any; all third party reports relating to the Property, and all similar
materials in Sellers possession relating to the Property.

2.3.2 Buyer acknowledges and agrees that Buyer (i) has entered into this
Agreement with the intention of making and relying upon Buyers own
investigation of the physical, environmental, economic and legal condition of
the Property, and (ii) is not relying upon any representations and warranties,
other than those specifically set forth in this Agreement. Buyer further
acknowledges that Buyer has not received from Seller any accounting, tax,
legal, architectural, engineering, property management or other advice with
respect to this transaction and is relying solely upon the advice of Buyers
own accounting, tax, legal, architectural, engineering, property management and
other advisors except for any express representations or warranties provided to
Buyer in this Agreement. To the extent Buyer closes, Buyer specifically
undertakes and assumes all risks and liabilities associated with ownership of

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the Property. Subject only to the provisions of Section 4.1 (Sellers
Warranties and Representations), Buyer shall (i) purchase the Property in its
AS IS condition on the Closing Date and, (ii) assume the risk that adverse
physical, environmental, economic or legal conditions may not have been
revealed by Buyers investigation.

2.3.3 Except with respect to any claims arising out of any breach of
covenants, representations or warranties set forth in this Agreement and except
with respect to any fraud or willful misconduct on the part of Seller, Buyer,
for itself and Buyers agents, affiliates, successors and assigns, hereby
releases and forever discharges Seller, Sellers agents, affiliates, successors
and assigns from any and all rights, claims and demands at law or in equity,
whether known or unknown at the time of this Agreement, which Buyer has or may
have in the future, arising out of or related to the economic, legal, physical
or environmental condition of the Property, including, without limitation, any
claim for indemnification or contribution arising under the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601,
et. seq.) or any similar federal, state or local statute, rule or ordinance
relating to liability of property owners for environmental matters. For the
foregoing purposes, Buyer hereby specifically waives the provisions of Section
1542 of the California Civil Code and any similar law of any other state,
territory or jurisdiction. Section 1542 provides:

A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH
THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.

Buyer hereby specifically acknowledges that Buyer has carefully reviewed
this subsection and discussed its import with legal counsel and that the
provisions of this subsection are a material part of this Agreement.

/s/ Philip
SuBuyer


2.3.4 Buyers exercise of the rights of review and inspection set forth in
Section 2.3.1 shall be subject to the following limitations: (i) any entry onto
the Property by Buyer, Buyers agents or representatives, shall be following
reasonable prior notice to Seller, (ii) Buyer shall not conduct any drilling,
test borings or other disturbance of the Property for review of soils,
compaction, environmental, structural or other conditions without Sellers
prior written consent, which consent shall not be unreasonably withheld; (iii)
Buyer shall indemnify, defend and hold Seller harmless from all loss, cost, and
expense resulting from any entry or inspections performed by Buyer, Buyers
agents or representatives and (iv) delivery to Seller of reasonably
satisfactory evidence of general liability insurance coverage naming Seller as
an additional insured and in an amount of not less than $3,000,000 per
occurrence.

2.4
Permitted Title Exceptions.

2.4.1
Title Objections. CPS-Commercial Property Services (the Sellers
Broker) has delivered to the Buyer a preliminary title report dated May 23,
2003,

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with respect to the Property, together with documents and information
pertaining to the exceptions to title listed in such report (the PTR). At
least ten (10) days prior to the conclusion of the Inspection Period, Buyer
shall deliver, or cause to be delivered, to Seller written notice of all
exceptions to title contained in the PTR which Buyer desires to have removed
(collectively, the Title Objections). Those exceptions to title which Buyer
does not submit written objection to shall be considered to be permitted
Exceptions (collectively, the Permitted Exceptions). Within five (5) days of
Sellers receipt of the Title Objections, Seller shall deliver or cause to be
delivered to Buyer written notice stating whether or not Seller will remove or
cause Title Company to insure around each Title Objection by the Closing Date.
Buyers reasonable consent shall be required, in the event Seller seeks to have
Title Company insure over any Title Objections, as opposed to removing them
entirely. As to those Title Objections which Seller does not agree to remove,
Buyer shall have until the conclusion of the Inspection Period to determine
whether to (i) purchase the Property subject to such Title Objections in which
case they shall be deemed Permitted Exceptions or (ii) deliver written notice
to Seller terminating this Agreement, in which event Buyer shall be entitled to
the immediate full refund of the Deposit. For avoidance of doubt, Buyers
failure deliver the notice provided in subsection (ii) above shall be
considered Buyers acceptance of the Title Objections and election to proceed
with the purchase of the Property.

2.4.2
ALTA Survey. Sellers Broker has also delivered to Buyer an ALTA
Survey (the Survey) of the Property dated June 22, 2000. Buyer shall, at
Buyers expense, obtain during the Inspection Period any update of the Survey
desired by Buyer or required by Title Company as a condition to the issuance of
the Title Policy described in Section 3.1.1(a) below. Should any additional
title issues arise from any update of the Survey which Buyer desires to be
removed (the Survey Objections), Buyer shall deliver, or cause to be
delivered, to Seller written notice of all Survey Objections at least ten (10)
days prior to the conclusion of the Inspection Period. Within five (5) days of
Sellers receipt of the Survey Objections, Seller shall deliver or cause to be
delivered to Buyer written notice stating whether or not Seller will remove
each Survey Objection by the Closing Date. Those Survey Objections which
Seller agrees to remove shall be deemed Title Objections. As to those Survey
Objections which Seller does not agree to remove Buyer shall have until the
conclusion of the Inspection Period to determine whether to (i) purchase the
Property subject to such Survey Objections in which case they shall be deemed
Permitted Exceptions or (ii) deliver written notice to Seller terminating this
Agreement, in which event Buyer shall be entitled to the immediate full refund
of the Deposit. For avoidance of doubt, Buyers failure deliver the notice
provided in subsection (ii) above shall be considered Buyers acceptance of the
Survey Objections and election to proceed with the purchase of the Property.

3. Conditions
Precedent.

3.1
Conditions.

3.1.1 Notwithstanding anything in this Agreement to the contrary, Buyers
obligation to purchase the Property shall be subject to and contingent upon
Buyers satisfaction or waiver of the following conditions precedent:

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(a) Buyers inspection and approval, in Buyers sole and absolute
discretion, within the Inspection Period, of any and all physical,
environmental, economic and legal matters relating to the Property;

(b) Title Companys commitment prior to expiration of the Inspection
Period to issue, upon the condition of the payment of its regularly scheduled
premium, its American Land Title Association extended coverage Owners Policy
of Title Insurance 1970 Form B (the Title Policy), with such endorsements as
may have been reasonably requested by Buyer and agreed to by Title Company
during the Inspection Period, insuring Buyer in the amount of the Purchase
Price that fee title to the Property is vested of record in Buyer on the
Closing Date subject only to the printed conditions and exceptions of such
policy and the Permitted Exceptions;

(c) Sellers performance or tender of performance of all of Sellers
material obligations under this Agreement and the material truth and accuracy
as of the Closing Date of Sellers express representations and warranties
contained in Section 4.1 (Sellers Warranties and Representations); and

(d) Title Company being ready willing and able to issue the Title Policy
in accordance with the commitment referenced in Section 3.1.1(b).

3.1.2 Notwithstanding anything in this Agreement to the contrary, Sellers
obligation to sell the Property shall be subject to and contingent upon the
satisfaction or waiver, in Sellers sole and absolute discretion, of Buyers
performance of all material obligations under this Agreement and the material
truth and accuracy as of the Closing Date of Buyers express representations
and warranties contained in Section 4.3 (Buyers Warranties and
Representations).

3.2
Failure or Waiver of Conditions Precedent. In the event any of the
conditions set forth in Section 3.1 (Conditions) are not fulfilled or waived,
the party benefited by such condition may, by written notice to the other
party, terminate this Agreement, whereupon all rights and obligations hereunder
of each party shall be at an end except with respect to any indemnification
obligations arising prior to such termination. Notwithstanding any contrary
provision of this Agreement: (i) Buyer shall be deemed to have completed the
inspection and approval described in Section 3.1.1(a) above and the conditions
set forth in Section 3.1.1(a) and 3.1.1(b) shall be deemed satisfied or waived
with respect to all matters described therein unless Buyer delivers to Seller
written notice of failure of such condition on or prior to the close of the
Inspection Period; and (ii) if this Agreement is terminated by written notice
from Buyer to Seller of the failure of a condition set forth in Section 3.1.1
above prior to the end of the Inspection Period, the full amount of the Deposit
shall be immediately returned to Buyer. In any event, the close of escrow
pursuant to this Agreement shall waive any remaining unfulfilled conditions as
a condition to the Closing. For avoidance of doubt, the failure of one or more
conditions precedent in Section 3.1.1 (a) or Section 3.1.2 shall not entitle
Buyer to a refund of the Deposit.

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4. Covenants,
Warranties And Representations.

4.1
Sellers Warranties and Representations. Seller hereby makes the
following representations and warranties to Buyer, each of which warranties and
representations shall be true and correct as of the date of this Agreement and
as of the Closing:

4.1.1 Seller has full power and lawful authority to enter into and carry
out the terms and provisions of this Agreement and to execute and deliver all
documents which are contemplated by this Agreement, all actions of Seller
necessary to confer such power and authority upon the persons executing this
Agreement (and all documents which are contemplated by this Agreement) on
behalf of Seller have been taken;

4.1.2 To Sellers knowledge, there are no contracts or agreements relating
to the occupancy, improvement, maintenance, repair, use or operation of the
Property under which Seller is a party (either directly or through a property
manager) which will remain in effect following the Closing; and

4.1.3 To Sellers knowledge, Seller has received no written notice from
any governmental authorities (i) that eminent domain proceedings for the
condemnation of the Property are pending, or (ii) alleging any current
violation of any laws, ordinances or regulations applicable to the Property.

4.1.4 To Sellers knowledge, Seller has received no written notice of any
threatened or pending litigation against Seller or affecting the Property which
would materially and adversely affect the Property and/or Sellers capacity to
perform under this Agreement;

4.1.5 Seller is not a foreign person within the meaning of Section
1445(f)(3) of the Internal Revenue Code;

As used herein, the term Sellers knowledgeor words of similar effect
shall mean the current actual, knowledge of Geoff Ribar. Neither Geoff Ribar
nor any party other than Seller shall bear responsibility for any breach of
representation. Seller, however, represents and warrants that Geoff Ribar is
the individual with principal administrative and oversight responsibility for,
and the most actual knowledge within Sellers organization regarding, the
Property.

4.2
Sellers Covenants. Seller hereby covenants and agrees as follows:

4.2.1 During the Contract Period, Seller shall ensure that the Property is
operated and maintained in a manner consistent with the current manner of
operation and maintenance of the Property and shall maintain current levels and
coverages of insurance and Seller shall not permit, create or acquiesce in the
creation of liens or exceptions to title other than the Permitted Exceptions,
voluntarily take any action (other than as may be permitted pursuant to
subparagraphs 4.2.1 and 4.2.2 of this Section 4.2 (Sellers Covenants)) to
render any of the representations or warranties of Seller set forth in Section
4.1 (Sellers Warranties and Representations) materially incorrect.

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4.2.2 Seller shall not enter into any agreement (or take any action) which
would impair Buyers rights under this Agreement or which would result in any
adverse change to the Property and/or any rights Buyer would be acquiring under
this Agreement from the circumstances existing on the Effective Date, or which
would otherwise limit or impair Buyers ability to acquire the Property as
provided in this Agreement.

4.3
Buyers Warranties and Representations. Buyer hereby represents and
warrants to Seller, each of which warranties and representations shall be true
and correct as of the date of this Agreement and as of the Closing, that (i)
Buyer has and as of the Closing Date shall have, full power and lawful
authority to enter into and carry out the terms and conditions of this
Agreement and to execute and deliver all documents which are contemplated by
this Agreement, (ii) all actions necessary to confer such power and authority
upon the persons executing this Agreement and all documents which are
contemplated by this Agreement to be executed on behalf of Buyer or Buyers
assignee have been taken, and (iii) Buyer has received no written notice of any
threatened or pending litigation which would materially and adversely affect
Buyers capacity to perform under this Agreement.

4.4 Limitations. The parties agree that (i) Sellers warranties and
representations contained in this Agreement and in any document executed by
Seller pursuant to this Agreement, as well as Buyers right to recover any
damages incurred by Buyer as a result of Sellers breach of this Agreement, or
any indemnification due to Buyer pursuant to the terms hereof, shall survive
Buyers purchase of the Property for a period of six (6) months from the
Closing (the Limitation Period), and (ii) Buyer shall provide prompt written
notice within the Limitation Period to Seller of any breach of such warranties
or representations or covenants of which Buyer becomes actually aware after
Closing and shall allow Seller thirty (30) days within which to cure such
breach, or, if such breach cannot reasonably be cured within thirty (30) days,
an additional reasonable time period, so long as such cure has been commenced
within such thirty (30) days and diligently pursued. If Seller fails to cure
such breach after actual written notice and within such cure period, Buyers
sole remedy after the Closing Date for breach of such a representation or
warranty or covenant shall be an action at law for damages as a consequence
thereof, which must be commenced, if at all, within the Limitation Period;
provided, however, that if within the Limitation Period Buyer gives Seller
written notice of such a breach and Seller commences to cure and thereafter
terminates such cure effort, Buyer shall have an additional thirty (30) days
from the date of such termination within which to commence an action at law for
damages as a consequence of Sellers failure to cure. The Limitation Period
referred to herein shall apply to known as well as unknown breaches of such
warranties or representations or covenants.

5. Deposit.

5.1 Deposit. Upon execution of this Agreement, Buyer shall deliver to
Title Company, for deposit into escrow in an interest bearing account, the sum
of Two Hundred Thousand and 00/100ths Dollars ($200,000.00) in cash or cash
equivalent (the Initial Deposit). Upon conclusion of the Inspection Period,
Buyer shall deposit into escrow in the same account as the Initial Deposit, the
sum of Eight Hundred Thousand and 00/100ths Dollars ($800,000.00) in cash or
cash equivalent (the Additional Deposit). The Initial Deposit and the
Additional Deposit, together with any and all interest accrued on such sums
through the

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conclusion of the Inspection Period, shall be collectively referred to in
this Agreement as the Deposit. Upon the Closing, the entire amount of the
Deposit shall be credited against the Purchase Price.

5.2 Liquidated Damages. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE
THAT SELLERS DAMAGES IN THE EVENT OF A MATERIAL BREACH OF THIS AGREEMENT BY
BUYER RESULTING IN A FAILURE TO CLOSE WOULD BE DIFFICULT OR IMPOSSIBLE TO
DETERMINE, THAT THE AMOUNT OF THE DEPOSIT IS THE PARTIES BEST AND MOST
ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE
TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE DUE TO BUYERS
MATERIAL BREACH, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES
EXISTING ON THE DATE OF THIS AGREEMENT. BUYER AND SELLER AGREE THAT SELLERS
RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SOLE REMEDY OF SELLER IN THE EVENT OF
A MATERIAL BREACH OF THIS AGREEMENT BY BUYER RESULTING IN A FAILURE TO CLOSE.
THE DAMAGE LIMITATIONS PROVIDED IN THIS ARTICLE V SHALL NOT APPLY TO ANY
INDEMNITY OBLIGATIONS OF BUYER TO SELLER OR ANY AMOUNTS DUE TO SELLER UNDER
SECTION 7.7 (ATTORNEYS FEES).

ACCEPTED AND AGREED TO:

/s/ Geoffery G. Ribar
    
    /s/ Philip
SuSeller
    
    Buyer


5.3 Survival. Subject to limitations set forth in Section 4.4
(Limitations), all of the provisions of this Section 5 (Deposit) shall survive
the Closing and will not merge with the Deed.

6. Escrow and Closing.

6.1 Escrow Arrangements. An escrow for the purchase and sale contemplated
by this Agreement has been opened by Buyer and Seller with Title Company. At
least one (1) business day before the Closing Date, Seller and Buyer shall each
deliver escrow instructions to Title Company consistent with this Section 6
(Escrow and Closing), and the parties shall deposit in escrow the funds and
documents described below.

6.1.1 Seller shall deposit (or cause to be deposited):

(a) a duly executed and acknowledged grant deed in favor of Buyer from
Seller with respect to the Property in the form attached to this Agreement as
Exhibit B (the Deed);

(b) a certificate from Seller certifying the information required by §
8662 of the California Revenue and Taxation Code and the regulations issued
thereunder to

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establish that the transaction contemplated by this Agreement is exempt
from the tax withholding requirements of such provisions (the California
Certificate);

(c) a certificate from Seller certifying the information required by § 445
of the Internal Revenue Code and the regulations issued thereunder to
establish, for the purposes of avoiding Buyers tax withholding obligations,
that Seller is not a foreign person as defined in Internal Revenue Code §
445(f)(3) (the FIRPTA Certificate); and

(d) such other documents reasonably required by the Title Company to
consummate this transaction.

6.1.2 Buyer shall deposit immediately available funds sufficient to pay
the balance of the Purchase Price, plus sufficient additional cash to pay
Buyers share of all escrow costs and closing expenses.

6.2
Closing. Title Company shall close escrow (the
Closing) on the
Closing Date by:

6.2.1 recording the Deed;

6.2.2 issuing the Title Policy to Buyer;

6.2.3 delivering to Buyer the FIRPTA Certificate and the California
Certificate executed by Seller; and

6.2.4 delivering to Seller of immediately available funds in the amount of
the Purchase Price, as adjusted for credits, prorations and closing costs in
accordance with this Section 6 (Escrow and Closing).

6.3 Prorations. Real estate taxes and assessments constituting a lien and
allocable to the payment period that includes the Closing Date, personal
property taxes, if any, rental income and all other items of income, if any,
and expense with respect to the Property shall be prorated between Seller and
Buyer as of the Closing Date. Income and expenses shall be prorated on the
basis of a 30-day month and on the basis of the accrual method of accounting.
All such items attributable to the period through and including the Closing
Date shall be credited to Seller; all such items attributable to the period
following the Closing Date shall be credited to Buyer. Seller shall be
credited in escrow with any refundable deposits or bonds held by any utility,
governmental agency or service contractor with respect to the Property.

6.4 Other Closing Costs.

6.4.1 Seller shall pay (i) fifty percent (50%) of any county documentary
transfer or transaction taxes or fees due on the transfer of the Property, (ii)
fifty percent (50%) of any city documentary transfer or transaction taxes or
fees due on the transfer of the Property, and (iii) all fees and expenses of
Sellers legal counsel and other third party consultants engaged by or on
behalf of Seller in connection with this transaction; and (vi) any prepayment
fees or penalties, if any, as well as any other amounts to pay off all Monetary
Liens.

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6.4.2 Buyer shall pay (i) the premium for the Title Policy (including
costs of endorsements, extended coverage and related survey costs), (ii) any
sales or use taxes determined to be payable in connection with this
transaction, (iii) fifty percent (50%) of any county documentary transfer or
transaction taxes or fees due on the transfer of the Property, (iv) fifty
percent (50%) of any city documentary transfer or transaction taxes or fees due
on the transfer of the Property, (v) all escrow, recording or other fees or
costs charged by or reimbursable to Title Company, and (vi) fees and expenses
of Buyers legal counsel and other third party consultants engaged by or on
behalf of Buyer in connection with this transaction.

6.4.3 Any costs and expenses of closing that are not expressly identified
in subparagraph 6.4.1 or 6.4.2 above shall be allocated between the parties in
accordance with prevailing custom in Alameda County.

7. Miscellaneous.

7.1 Brokerage Commissions. Seller has been represented by Sellers Broker
and Buyer has been represented by CPS-Commercial Property Services (Buyers
Broker, and together with Sellers Broker, the Brokers). Seller shall pay
Sellers Broker pursuant to the terms of a separate written agreement between
Seller and Sellers Broker. Sellers Broker shall pay Buyers Broker pursuant
to the terms of a separate written agreement between Sellers Broker and
Buyers Broker. Each party to this Agreement represents and warrants to the
other that no person or entity other than the Brokers can properly claim a
right to a real estate commission, real estate finders fee, real estate
acquisition fee or other real estate brokerage-type compensation (collectively,
Real Estate Compensation) based upon the acts of that party with respect to
the transaction contemplated by this Agreement. Each party hereby agrees to
indemnify and defend the other against and to hold the other harmless from any
and all loss, cost, liability or expense (including but not limited to
attorneys fees and returned commissions) resulting from any claim for Real
Estate Compensation by any person or entity based upon such acts. The
provisions of this Section shall survive the Closing and shall not be deemed
merged into the Deed.

7.2 Successors and Assigns. Buyer may not assign any of Buyers rights or
duties hereunder without the prior written consent of Seller; provided that
Buyer may assign this Agreement to an entity affiliated with Buyer which has,
in Sellers reasonable judgment, the financial capacity to perform the
obligations of Buyer hereunder. No assignment by Buyer shall relieve Buyer of
Buyers obligations under this Agreement. Subject to the limitations on
assignment expressed in this Section 7.2 (Successors and Assigns), this
Agreement shall be binding upon, and inure to the benefit of, Buyer and Seller
and their respective successors and assigns.

7.3 Notices. All notices or other communications required or provided to
be sent by either party shall be in writing and shall be sent by United States
Postal Service, postage prepaid or certified mail, return receipt requested, by
any nationally known overnight delivery service, by courier, or in person. All
notices shall be deemed to have been given forty-eight (48) hours following
deposit in the United States Postal Service or upon personal delivery if sent
by overnight delivery service, courier or personally delivered. All notices
shall be addressed to the party at the address below:

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To Seller:
    
    Asyst Technologies, Inc.48761 Kato RoadFremont, CA 94538Attn: Geoff Ribarwith a copy to:
    
    Gray Cary Ware and Freidenrich LLP400 Hamilton AvenuePalo Alto, CA 94301Attn: Patrick J. McGaraghan, Esq.To Buyer:
    
    Philip SuMilpitas Square 880 @ 237, LLC or Assignee39812 Mission Blvd., Suite 203Fremont, CA 94539and with a copy to:
    
    Steven Hallgrimson, ESQBerliner Cohen10 Almaden AvenueSan Jose, CA 95112


Any address or name specified above may be changed by notice given to the
addressee by the other party in accordance with this Section 7.3 (Notices).
The inability to deliver because of a changed address of which no notice was
given, or rejection or other refusal to accept any notice, shall be deemed to
be the receipt of the notice as of the date of such inability to deliver or
rejection or refusal to accept. Any notice to be given by any party hereto may
be given by the counsel for such party.

7.4
Time. Time is of the essence of every provision contained in this
Agreement.

7.5
Possession. The rights of possession of the Property shall be
delivered to Buyer on the Closing Date.

7.6
Incorporation by Reference. All of the exhibits attached to this
Agreement or referred to herein and all documents in the nature of such
exhibits, when executed, are by this reference incorporated in and made a part
of this Agreement.

7.7
Attorneys Fees. In the event any dispute between Buyer and Seller
should result in litigation, the prevailing party shall be reimbursed for all
reasonable costs incurred in connection with such litigation, including,
without limitation, reasonable attorneys fees. The provisions of this Section
shall survive the Closing and shall not be deemed merged into the Deed.

7.8
Construction. The parties acknowledge that each party and its counsel
have reviewed and revised this Agreement and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or
any amendments or exhibits hereto.

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7.9
Governing Law. This Agreement shall be construed and interpreted in
accordance with and shall be governed and enforced in all respects according to
the laws of the State of California.

7.10
Counterparts. This Agreement may be executed in one or more
counterparts. All counterparts so executed shall constitute one contract,
binding on all parties, even though all parties are not a signatory to the same
counterpart. If this Agreement is executed in counterparts, no signatory
hereto shall be bound until both parties have duly executed or caused a
counterpart of this Agreement to be executed and delivered to the other party.

7.11
Entire Agreement. This Agreement and the attached exhibits, which
are by this reference incorporated herein, and all documents in the nature of
such exhibits, when executed, contain the entire understanding of the parties
and supersede any and all other written or oral understanding.

7.12
Business Days. If the date on which any act or event is to occur
under this Agreement or on which any time period specified under this Agreement
is to end falls on a Saturday, Sunday or legal holiday, then such date shall
automatically be extended to the next business day immediately following such
Saturday, Sunday or legal holiday.

7.13
Backup Offers/Disclosures. Upon signing this Agreement, Seller
agrees to suspend active marketing of the Property but may respond subject to
the following sentence to prospective buyers that contact Seller. Seller may
inform prospective buyers that the Property is under contract but Seller shall
in no way discuss or communicate to any such prospective buyers and/or
representatives for any prospective buyers any other information concerning
this transaction, including without limitation the specific terms of this
Agreement, the status or terms of any Settlement negotiations, or any future
agreements with Buyer.

7.14
Third Parties. This Agreement is entered into for the sole benefit
of Buyer and Seller and their respective permitted successors and assigns. No
party other than Buyer and Seller and such permitted successors and assigns
shall have any right of action under or rights or remedies by reason of this
Agreement.

7.15
Condemnation.

7.15.1 This Agreement shall be governed by the Uniform Vendor and
Purchaser Risk Act as set forth in Section 1662 of the California Civil Code
(the Act) as supplemented by this Section 7.15 (Condemnation). For purposes
of the Act, a taking by eminent domain of a portion of the Property shall be
deemed to affect a material part of the Property if the estimated value of
the portion of the Property taken (plus other reasonably anticipated attendant
costs/losses, including lost revenues, if not appropriately reflected in the
value of the portion which is subject to taking) exceeds Five Hundred Thousand
Dollars ($500,000).

7.15.2 As used in this Section 7.15 (Condemnation), the phrase estimated
value shall mean an estimate obtained from a M.A.I. appraiser, who has at
least five (5) years experience evaluating Property located in the County where
the Property is located, similar in nature and function to that of the
Property, selected by Seller and approved by Buyer.

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Buyer shall not unreasonably withhold, condition or delay Buyers approval
under this Section. The other necessary determinations in Section 7.15.1 and
7.15.2 shall also be determined by qualified professionals so jointly selected
by Seller and Buyer.

7.15.3 Buyer shall have the right to terminate this Agreement if a
material part of the Property is taken by eminent domain. Buyer may give
written notice of Buyers election to terminate this Agreement under the Act
within ten (10) business days after Buyer is notified in writing by the
person(s) making the determinations under Section 7.15.1 and 7.15.2 of any
condemnation of the Property which entitles Buyer to terminate this Agreement.
If Buyer does not give such notice within such time period, then this Agreement
shall remain in full force and effect and there shall be no reduction in the
Purchase Price, but Seller shall, at Closing, assign to Buyer the entire award
payable with respect to such condemnation proceeding.

IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of
the dates set forth below:

SELLER:
    
    ASYST TECHNOLOGIES, INC.,aDate: 06/17/03
    
    California corporationBy:
    
    /s/ Geoffery G. RibarGeoffery G. RibarSenior Vice-President and Chief Financial OfficerBUYER:Date: 06/17/03
    
    Milpitas Square 880 @ 237, LLCBy:
    
    /s/ Philip SuPhilip Su


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EXHIBIT A

Description:

The land referred to herein is situated in the
State of California, County of Alameda, City of Fremont, and is
described as follows:

ALL THAT PORTION OF THE FOLLOWING DESCRIBED
PROPERTY LYING EASTERLY OF THE EASTERN LINE OF THE PARCEL OF LAND
CONVEYED TO THE CITY OF FREMONT, A MUNICIPAL CORPORATION, RECORDED
NOVEMBER 19, 1982, SERIES NO. 82-167729, OFFICIAL RECORDS.

PORTION OF THE 99.66 ACRE TRACT OF LAND IN RANCHO
DEL AGUA CALIENTE CONVEYED BY JOEL LEVIN AND MARY LEVIN TO TIMOTHY
TWOHIG, BY DEED DATED SEPTEMBER 29, 1883, RECORDED
OCTOBER 1, 1883, IN BOOK 258 OF DEEDS, AT PAGE 39,
ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THE SOUTHEASTERN
LINE OF SAID 99.66 ACRE TRACT OF LAND WITH THE NORTHEASTERN LINE OF
COUNTY ROAD 397, OR ROAD FROM CENTERVILLE TO SAN JOSE; AND
RUNNING THENCE ALONG THE LAST NAMED LINE, NORTH 42-1/2°
WEST, 25.35 CHAINS TO THE SOUTHEASTERN LINE OF THE 40 ACRE TRACT OF
LAND DESCRIBED IN THE DEED BY MARIA HIGUERA PERALTA AND ANTONIO G.
PERALTA TO GABRIEL PERALTA, DATED AUGUST 19, 1864, RECORDED
AUGUST 22, 1864, IN
BOOK P OF DEEDS, AT PAGE 697, ALAMEDA COUNTY RECORDS;
THENCE ALONG THE LAST NAMED LINE, NORTH 77-1/4° EAST, 47.25
CHAINS TO THE NORTHEASTERN LINE OF SAID 99.66 ACRE, TRACT OF LAND;
THENCE ALONG THE LAST NAMED LINE, SOUTH 33-1/4° EAST, 23.49
CHAINS TO THE SOUTHEASTERN LINE OF SAID 99.66 ACRE TRACT OF LAND; AND
THENCE ALONG THE LAST NAMED LINE, SOUTH 77-1/2° WEST, 43.07
CHAINS TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM:

ALL THOSE PORTIONS THEREOF CONDEMNED TO THE PEOPLE
OF THE STATE OF CALIFORNIA, ACTING BY AND THROUGH THE DEPARTMENT OF
PUBLIC WORKS, IN THE FINAL ORDER OF CONDEMNATION, CASE NO. 377245,
RECORDED MARCH 18, 1969, REEL 2366, IMAGE 491, SERIES
NO. 69-30027, DESIGNATED AS PARCELS 1A, 1B AND 1D.

APN:  519-1310-034-11



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EXHIBIT B

DEED

Assessors Parcel No.

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

MAIL TAX STATEMENTS TO:

GRANT DEED

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, ASYST TECHNOLOGIES, INC., a California corporation, HEREBY GRANTS
to Milpitas Square 880 @ 237, LLC or Assignee, all that real property in
Alameda County, California, described as follows:



| |  | SEE EXHIBIT A ATTACHED HERETO AND BY THIS REFERENCE INCORPORATED
HEREIN.
| |  | --------------------------------------------------------------------------

This conveyance is made subject to all liens and encumbrances of record.

GRANTOR:ASYST TECHNOLOGIES, INC.,a
California corporationBy:Geoffery G. RibarSenior Vice-President and Chief
Financial OfficerDate:, 2003


MAIL TAX STATEMENTS AS DIRECTED ABOVE





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Documentary Transfer Tax

STATEMENT OF TAX DUE AND REQUEST THAT TAX DECLARATION NOT BE MADE A PART OF THE
PERMANENT RECORD IN THE OFFICE OF THE COUNTY RECORDER PURSUANT TO SECTION 11932
OF THE CALIFORNIA REVENUE AND TAXATION CODE.

TO:
    
    REGISTRAR-RECORDERCOUNTY OF ALAMEDA


It is hereby requested in accordance with the provisions of the
Documentary Transfer Tax Act that the amount of tax due not be shown on the
attached Grant Deed (the Deed), but be affixed to the Deed after recordation
and before return as directed on said Deed.

The Deed names Milpitas Square 880 @ 237, LLC or Assignee, as Grantee.

The property being conveyed pursuant to the Deed (as defined therein) is
located in the City of Fremont, County of Alameda, State of California.

The amount of documentary transfer tax due on the attached Deed is
 Dollars ($), computed on the full value of the
interest conveyed by the Deed.

SELLER:ASYST TECHNOLOGIES, INC.,a 
California corporationBy:Geoffery G. RibarSenior Vice-President and Chief
Financial OfficerDate:, 2003






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STATE OF CALIFORNIA
    
    
    
    )) ss.COUNTY OF
    
    
    
    )


On , before me, ,
Personally appeared (name of witness),

* *
    
    
    
    personally known to me-or-* *
    
    
    
    proved to me on the basis of satisfactory evidence
to be the person whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity, and
that by his/her/their signature(s) on the instrument the
person(s) or the entity upon behalf of which the person(s)
acted, executed the instrument.


Witness my hand and official seal.Signature of the Notary


CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary to fill in the data below, doing so may prove
invaluable to persons relying on the document.

* *
    
    Individual* *
    
    Corporate Officer(s)* *
    
    Partner(s)
    
    * *
    
    Limited* *
    
    General* *
    
    Attorney-in-Fact* *
    
    Trustee(s)* *
    
    Guardian/Conservator* *
    
    Other:


SIGNER IS REPRESENTING:
Name of person(s) or entity(ies)





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This certificate must be attached
    
    Title or Type of Document:to the document described at right:Number of Pages:Date of Document:Signer other than named above: