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Exhibit 10.46

AMENDMENT NUMBER THREE TO
LOAN AND SECURITY AGREEMENT

THIS AMENDMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENT(Amendment)
is entered into as of September 26, 2003, by and between COMERICA BANK 
CALIFORNIA(Bank) and ASYST TECHNOLOGIES, INC., a California corporation
(Borrower), in light of the following:

A.Borrower and Bank have previously entered into that certain Loan and
Security Agreement, dated as of October 1, 2002 (as amended from time to time,
the Loan Agreement).

B.In connection with the Loan Agreement, Borrower and Bank have entered
into various other agreements (such agreements, together with the Loan
Agreement, are collectively referred to herein as the Loan Documents).

C.Borrower and Bank desire to amend the Loan Agreement as provided for
and on the conditions herein.

NOW THEREFORE,Borrower and Bank hereby amend and supplement the Loan
Agreement as follows:

1.      DEFINITIONS. All initially capitalized terms used in this Amendment
shall have the meanings given to them in the Loan Agreement unless specifically
defined herein.

2.      AMENDMENTS.

(a)      Sections 6.2(a) and (b) of the Loan Agreement are hereby amended and
restated in their entirety to read as follows:

(a)      Within 20 days after the last day of each month, Borrower
shall deliver to Bank aged listings by invoice date of accounts
receivable and accounts payable, and, commencing on November 30,
2003, a Borrowing Base Certificate signed by a Responsible Officer
in substantially the form of Exhibit D hereto.

(b)      Within 20 days after the last day of each month, Borrower
shall deliver to Bank a Compliance Certificate signed by a
Responsible Officer in substantially the form of Exhibit E hereto.

(b)      Section 6.7 of the Loan Agreement is hereby amended and restated in
its entirety to read as follows:

6.7      Financial Covenants. Borrower shall incur or maintain,
as of the last day of each fiscal quarter unless stated otherwise:

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(a)      Maximum Net Loss. Net loss (calculated on an after tax
basis excluding depreciation, amortization and other non-cash
items, all determined in accordance with GAAP) not to exceed the
following amounts:

Quarter Ending
    
    Net Loss9/30/03
    
    <$12 million>12/31/03
    
    <$5 million>3/31/03
and thereafter
    
    $1.00 net profit


(b)      Minimum Liquidity. Maintain as September 30, 2003 and at
all times thereafter a balance of unrestricted cash and cash
equivalents held in the United States of at least $40,000,000, of
which at least $35,000,000, as of September 30, 2003 and at all
times thereafter, shall be held in a money market investment
account maintained at Bank, and measured monthly and certified in
the Compliance Certificate delivered in compliance with Section
6.2(b).

(c)      The definition of Borrowing Base set forth in Exhibit A to the Loan
Agreement is hereby amended and restated in its entirety to read as follows:

Borrowing Base means, as to Advances outstanding at any
time from and after November 30, 2003, an amount equal to 80% of
Eligible Accounts as determined by Bank with reference to the most
recent Borrowing Base Certificate delivered by Borrower; provided
that until November 30, 2003, up to $25,000,000 of Advances in the
aggregate may be outstanding at any time without regard to the
amount of Eligible Accounts (but such non-formula Advances shall
be deemed to be within the Borrowing Base for the purposes of this
Agreement).

(d)      Subsection (a) of the definition of Eligible Accounts set forth in
Exhibit A to the Loan Agreement is hereby amended and restated in its entirety
to read as follows:

(a)      Accounts that the account debtor has failed to pay within
90 days of invoice date;

(e)      Subsection (f) of the definition of Eligible Accounts set forth in
Exhibit A to the Loan Agreement is hereby amended and restated in its entirety
to read as follows:

(f)      Accounts with respect to which the account debtor does
not have its principal place of business in the United States;

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(f)      Exhibit D (Borrowing Base Certificate) and Exhibit E (Compliance
Certificate) to the Loan Agreement are hereby amended and restated in their
entirety and shall be replaced by Exhibits D and E to this Amendment.

3.      REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Bank that
all of Borrowers representations and warranties set forth in this Loan
Agreement are true, complete and accurate in all material respects as of the
date hereof.

4.      NO DEFAULTS. Borrower hereby affirms to Bank that no Event of Default
has occurred and is continuing as of the date hereof.

5.      CONDITION PRECEDENT. The effectiveness of this Amendment is expressly
conditioned upon the receipt by Bank of an executed copy of this Amendment.

6.      COSTS AND EXPENSES. Borrower shall pay to Bank all of Banks
out-of-pocket costs and expenses (including, without limitation, the reasonable
fees and expenses of its counsel, which counsel may include any local counsel
deemed necessary, search fees, filing and recording fees, documentation fees,
appraisal fees, travel expenses, and other fees) arising in connection with the
preparation, execution, and delivery of this Amendment and all related
documents.

7.      LIMITED EFFECT. In the event of a conflict between the terms and
provisions of this Amendment and the terms and provisions of the Loan
Agreement, the terms and provisions of this Amendment shall govern. In all
other respects, the Loan Agreement, as amended and supplemented hereby, shall
remain in full force and effect.

8.      COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties on separate counterparts, each
of which when so executed and delivered shall be deemed to be an original. All
such counterparts, taken together, shall constitute but one and the same
Amendment. This Amendment shall become effective upon the execution of a
counterpart of this Amendment by each of the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.

COMERICA BANK  CALIFORNIABy:
    
    /s/ Robert ShuttTitle:
    
    Vice PresidentASYST TECHNOLOGIES, INC.,a California corporationBy:
    
    /s/ Geoffrey G. RibarTitle:
    
    Senior Vice President and
Chief Financial Officer


4.