<PAGE>

                                                            Exhibit 10.6


                          SHARE SUBSCRIPTION AGREEMENT


         This SHARE SUBSCRIPTION AGREEMENT (the "AGREEMENT") is entered into as
of the 30th day of November 2000 by and between PRI Automation Inc., a
corporation duly organized and existing under the laws of the State of
Massachusetts, U.S.A., with its registered office at 805 Middlesex Turnpike,
Billerica, MA 01821-3986 U.S.A., (the "SUBSCRIBER"), and Shinsung Eng Co., Ltd,
a corporation duly organized and existing under the laws of the Republic of
Korea ("Korea"), with its principal office at 8th Floor, Shin Sung Eng Building,
#327, Dangsan-dong, 6-ga, Yeongdeungpo-gu, Seoul 150-046, Korea (the "COMPANY").

         The parties hereto agree as follows:


                                    ARTICLE I
                                   DEFINITIONS


1.1      GENERAL. In this Agreement, the following capitalized terms shall have
         the respective meanings set forth below:

         AFFILIATE: Any entity that controls or is controlled by or under common
         control with that party, as at the date hereof and from time to time
         hereafter (but only for so long as such entity controls or is
         controlled by or under common control with such party) with "CONTROL"
         for such purpose meaning the possession, directly or indirectly, of
         more than 50% of the voting rights in such entity, the holding of the
         right, directly or indirectly, to appoint a majority of its board of
         directors or the ability, directly or indirectly, to direct or
         determine the decisions of the board members or management committee
         through voting agreements with other investors.

         APPROVALS: All consents, authorizations, orders, approvals and
         acceptance of a report of any Governmental Authority that may be
         appropriate or required for, or in connection with, the performance of
         this Agreement and the consummation of the transactions contemplated by
         this Agreement.

         CLOSING: The consummation of the transactions as described in Article
         III hereof.

         CLOSING DATE: The date on which the Closing is completed as described
         in Article 3.1 hereof.

         ENCUMBRANCE: Any mortgage, lien, deed of trust, charge, restriction,
         registered and unregistered pledge, option, claim, right of any third
         party, easement, encroachment, right-of-way, or any other third-person
         right to property.

         GOVERNMENTAL AUTHORITY: The government of any country or any state,
         province or political subdivision thereof; or any entity, body or
         authority exercising executive,

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                                      -2-


         legislative, judicial, regulatory or administrative functions of or
         pertaining to any of the foregoing.

         LAW: Any law, statute, regulation, ordinance, rule, order, decree,
         judgment, consent decree, settlement, agreement or governmental
         requirement enacted, promulgated, entered into, or imposed by, any
         Governmental Authority.

         MATERIAL ADVERSE EFFECT: With respect to any concerned Person, a
         material adverse change in the financial condition or financial results
         of operations thereof or the occurrence of any event or combination of
         events that is reasonably certain to result in a material adverse
         change in the financial condition or financial results of operations
         thereof, other than any change arising out of matters of a general
         economic nature or matters affecting the industry in which such Person
         is engaged generally.

         ORDINARY COURSE OF BUSINESS: Such action of any Person that is
         recurring, consistent with such Person's past practices, is taken in
         the usual course of such Person's day-to-day operations and activities
         in accordance with sound and prudent business practice, is included or
         reflected in the existing business and/or operating plan of the Person,
         is similar in nature and magnitude to actions customarily taken in the
         ordinary course of day-to-day operations of other Persons engaged in
         businesses similar to that of the concerned Person or otherwise is
         consonant with the action that a reasonably prudent Person similarly
         situated would take in the management of its affairs.

         PERSON: An individual, a partnership, a limited liability company, a
         joint venture, a corporation, a trust, an unincorporated organization
         or Governmental Authority.


                                   ARTICLE II
                  ISSUANCE AND ALLOCATION OF THE SUBJECT SHARES


2.1      ISSUANCE AND SUBSCRIPTION. Subject to the terms and conditions set
         forth in this Agreement, at the Closing (as defined in Article 3.1),
         the Company shall issue and sell to Subscriber, and Subscriber agrees
         to subscribe for, the Subject Shares and the Subject Bond with Warrants
         (as defined in Articles 2.2 and 2.3 hereof).

2.2      NUMBER OF SHARES. The total number of common shares to be subscribed
         for by Subscriber under this Agreement shall be three million one
         hundred nine thousand ninety one (3,109,091) common shares (the
         "SUBJECT SHARES"). Prior to the Closing Date (as defined in Article
         3.1), the Company shall have taken all necessary actions, including,
         without limitation, approval of its board of directors, approval and
         consent of the Korean stockholders of the Company (the "KOREAN
         STOCKHOLDERS"), and the general meeting of shareholders of the Company,
         to enable it to issue and transfer the Subject Shares to Subscriber. To
         the extent permitted by its Articles of Incorporation, the Company
         shall cause the Korean Stockholders to waive their preemptive rights
         with respect to the Subject Shares.

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                                      -3-


2.3      NUMBER OF WARRANTS. Pursuant to the terms of this Agreement, the
         Company shall issue and the Subscriber shall subscribe for, and pay in
         full, the bond with warrants under which a total number of 3,866,900
         new common shares may be issued by the Company to the Subscriber upon
         full exercise of the warrants, representing upon exercise of the
         warrants and together with the Subject Shares on a fully diluted basis
         nineteen and one-half percent (19.5%) of the then total issued and
         outstanding capital stock of the Company (the "SUBJECT BOND WITH
         WARRANTS"). Prior to the Closing Date (as defined in Article 3.1), the
         Company shall have taken all necessary actions, including, without
         limitation, approval of its board of directors, approval and consent of
         the Korean Stockholders, and the general meeting of shareholders of the
         Company, to enable it to issue and transfer the Subject Bond with
         Warrants to Subscriber. To the extent permitted by its Articles of
         Incorporation, the Company shall cause the Korean Stockholders to waive
         their preemptive rights with respect to the Subject Bond with Warrants.

2.4      SUBSCRIPTION AMOUNT. The Subject Shares which shall be issued under
         Article 2.2 shall be subscribed for, and paid in full, by Subscriber at
         a price of four thousand four hundred Korean Won (KRW 4,400) per share
         for a total price of thirteen billion six hundred eighty million four
         hundred Korean Won (KRW 13,680,000,400) (the "SUBSCRIPTION AMOUNT").

2.5      BOND WITH WARRANT SUBSCRIPTION PRICE. The Subject Bond with Warrants
         shall be issued and subscribed for, and paid in full, by Subscriber at
         a price of ten million eight hundred fifty-five thousand U.S. dollars
         (US$10,855,000) (the "BOND WITH WARRANT SUBSCRIPTION AMOUNT").

2.6      TERM OF WARRANT. The warrants under the Subject Bond with Warrants
         shall be exercisable by the Subscriber within ten (10) years of the
         issuance thereof at the exercise price of three thousand two hundred
         Korean Won (KRW 3,200).


                                   ARTICLE III
                                   THE CLOSING


3.1      CLOSING DATE AND PLACE OF CLOSING. Subject to the condition that the
         Company and Subscriber shall have obtained all necessary approvals from
         the Korean governmental authorities in connection with the issuance of
         the Subject Shares and the consummation of the transactions
         contemplated hereunder, a closing (the "CLOSING") of the transaction
         contemplated hereunder shall take place at the head office of the
         Subscriber's attorney, Hwang Mok Park & Jin, at Daekyung Building, 9th
         Floor, 120 Taepyung-ro, 2-ga, Chung-gu, Seoul 100-724, Korea on
         December 15, 2000 or such other later date as the parties may otherwise
         agree (the "CLOSING DATE").

3.2      CLOSING ACTIONS. At the Closing, the Company shall deliver to
         Subscriber the stock certificates for all the Subject Shares and shall
         register Subscriber in the Company's share register as the holder of
         the Subject Shares issued and sold hereunder, and Subscriber shall pay,
         by wire transfer, the Subscription Amount to a bank account designated,
         in writing, by the Company.

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                                      -4-


                                   ARTICLE IV
                               PRE-CLOSING ACTIONS


4.1      During the period from the date of this Agreement through the Closing
         Date, neither party shall take any action that will render any of its
         representations or warranties contained in this Agreement untrue or
         incomplete in any material respect as of the Closing Date. Without
         limiting the generality of the foregoing, during said period:

4.1.1    ORDINARY COURSE. The Company shall conduct its business in the Ordinary
         Course of Business, within the scope of the Commercial Code of Korea
         and its Articles of Incorporation.

4.1.2    PRESENT CONTRACTS. The Company will duly comply with the provisions of
         all its presently existing contracts and commitments.

4.1.3    NO CHANGE. Except as specifically agreed to in writing by Subscriber or
         as provided in this Agreement, during the period from the date of this
         Agreement through the Closing Date, the Company shall permit no
         amendment to its Articles of Incorporation, and no change to its
         capital stock by means of new issuance, reclassification, subdivision,
         reorganization, or otherwise.

4.1.4    NO ISSUANCE OR TRANSFER OF SHARES, OPTIONS, OR COMMERCIAL BONDS Except
         as specifically agreed to in writing by Subscriber, during the period
         from the date of this Agreement through the Closing Date, Seller shall
         (a) permit (i) no change in the number of shares of its capital stock
         issued and outstanding; (ii) no creation of any option, warrant, or
         other right to acquire shares of its capital stock or any other
         security; and (b) not hereafter sell or transfer or permit an
         Encumbrance on any Subject Share.

4.2      ACCESS AND ANSWERS. Prior to and during the Closing, Subscriber and its
         representatives shall have continuing access to (and the continuing
         right to examine) the books, properties, assets, and records of the
         Company at reasonable times and without unduly preventing the Company
         from its ability to conduct business in a reasonable manner. The
         Company shall fully and promptly respond to any Subscriber questions
         concerning the Company.

4.3      APPROVALS. Each Party shall use its best efforts to obtain, as soon as
         practicable, all Approvals and each Party shall cooperate fully with
         the other party in assisting them to obtain any such Approvals

4.4      SATISFACTION OF CONDITIONS PRECEDENT. In addition to complying with its
         obligations set forth in this Article IV, each party shall make
         diligent, good-faith efforts to satisfy the conditions precedent that
         are set forth in Article V.


                                    ARTICLE V
                              CONDITIONS PRECEDENT
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                                      -5-


5.1      CONDITIONS PRECEDENT OF THE COMPANY AND SUBSCRIBER. The obligation of
         the Company and Subscriber to proceed with the Closing shall be subject
         to the fulfillment by the Closing Date of the conditions set forth in
         this Article 5.1.

5.1.1    PERFORMANCE BY OTHER PARTIES. Each action, obligation, or undertaking
         of the parties that is required, pursuant to Article IV (PRE-CLOSING
         ACTIONS) and Article III (THE CLOSING), to be performed before or at
         the Closing, shall have been performed in all respects or shall have
         been waived in writing by the Company or Subscriber (provided such
         party is the non-defaulting party).

5.1.2    NO PROCEEDING OR LITIGATION. There shall not, to the best knowledge of
         the Company or to the best knowledge of Subscriber after due
         investigation and inquiry, be pending before any Governmental Authority
         of the U.S.A. or Korea any action, lawsuit, application, complaint,
         filing, notice, or other proceeding of any kind by any Governmental
         Authority or other third person that seeks to prevent, penalize, or
         interfere with the signature or implementation of the transactions
         contemplated by this Agreement.

5.1.3    CONTINUED VALIDITY OF REPRESENTATIONS AND WARRANTIES. Except if waived
         in writing, the representations and warranties of the parties shall
         have been complete, true, and correct in all material respects on the
         date of this Agreement and shall continue to be complete, true, and
         correct in all material respects as if made on the Closing Date.

5.1.4    GOVERNMENTAL APPROVALS. All Approvals shall have been obtained or made
         unconditionally or subject to conditions that are mutually acceptable
         to the parties, and all waiting periods under any applicable Law shall
         have expired or terminated.

5.1.5    NO MATERIAL ADVERSE CHANGE IN THE COMPANY. There shall have been no
         material adverse change in the business, operations, assets,
         liabilities, results of operations, cash flows, or condition (financial
         or otherwise) of the Company between December 31, 1999 and the Closing.

5.1.6    CORPORATE APPROVAL. The Company and Subscriber shall have obtained the
         necessary corporate approvals for the transactions contemplated by this
         Agreement, including approval by the board of directors and the general
         meeting of shareholders of the Company and Subscriber.

5.1.7    SHAREHOLDERS' MEETINGS. The Company shall have taken all required
         steps, notices and actions so that an extraordinary meeting of
         shareholders of the Company may be held immediately following the
         Closing for the purpose of electing Subscriber's nominees as members of
         the board of directors of the Company.


                                   ARTICLE VI
                    REPRESENTATIONS, WARRANTIES AND COVENANTS
                                 BY THE COMPANY

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                                      -6-


6.1      ORGANIZATION AND GOOD STANDING

6.1.1    The Company is a corporation duly organized, validly existing and is in
         good standing under the laws of the Republic of Korea and has all
         requisite corporate and other power and corporate authority to own,
         lease and operate its properties and to carry on its operations as they
         are now being conducted.

6.1.2    The Company is duly qualified to do business and in good standing in
         each jurisdiction in which the property is owned, leased or operated by
         the Company or the nature of the business conducted by the Company
         makes such qualification necessary, except in any such jurisdiction
         where the failure to be so duly qualified and in good standing has not
         had or would not reasonably be expected to have a Material Adverse
         Effect on the financial condition or operations of the Company. There
         are no proceedings pending or, to the best knowledge of the Company,
         threatened which would be likely to result in the revocation,
         cancellation, suspension or modification of any such qualification.

6.1.3    The Company has previously made available to Subscriber complete and
         correct copies of its Articles of Incorporation, minute books
         (containing the records of meetings of the stockholders and the board
         of directors), stock certificate books, and stock ledger books as
         currently in effect and in the Company's possession.

6.1.4    The Company does not, directly or indirectly, own any capital stock or
         other ownership interest in any corporation, partnership, joint venture
         or other entity, except as previously disclosed to Subscriber. The
         Company is not a party to any contract relating to the purchase of any
         interest in, or the obligation to invest in any entity, except as
         previously disclosed to Subscriber.

6.2      CORPORATE AUTHORITY

6.2.1    The Company has full corporate power and authority to execute and
         deliver this Agreement and to consummate the transactions contemplated
         thereby. The execution and delivery of this Agreement and the
         consummation of the transactions contemplated thereby have been duly
         and validly authorized by the Board of Directors of the Company, the
         Company has obtained all necessary approvals from the general meeting
         of shareholders for the issuance of the Shares, and no other corporate
         proceedings on the part of the Company are necessary to authorize the
         execution, delivery and performance of this Agreement or the
         consummation of the transactions contemplated thereby.

6.2.2    When executed and delivered, this Agreement, the transactions
         contemplated thereby, and the instruments to be executed and delivered
         by the Company will constitute a valid and binding agreement of the
         Company, enforceable against the Company in accordance with its terms.

6.2.3    Except as disclosed to Subscriber by the Company, the issuance of the
         Subject Shares by the Company:

         (a)      will not violate (or, except as provided in this Agreement,
                  require any consent, approval, filing, registration, or notice
                  under) any Law applicable to the Company;

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                                      -7-


         (b)      will not require any consent, approval, or notice under, or
                  conflict with the Company's Articles of Incorporation, or
                  result in the breach or termination of any contract, order,
                  judgment, or decree (including, but not limited to, any
                  contract with any Governmental Authority); will not constitute
                  a default under, or result in acceleration of the performance
                  of the obligations of the Company under any contract, order,
                  judgment, or decree; and will not result in the creation of an
                  Encumbrance upon any of the properties or assets of the
                  Company; and

         (c)      will not be subject to any future approvals of the
                  shareholders of the Company.

6.3      VALID ISSUANCE OF SECURITIES. Upon issuance of the Subject Shares to
         Subscriber in return for the Subscription Amount, the Subject Shares
         will be duly authorized, validly issued, fully paid and non-assessable.
         Subject to the Articles of Incorporation of the Company, no Person,
         including the Korean Stockholders, shall have any preemptive right with
         respect to any of the Subject Shares that has not been waived.

6.4      GOVERNMENT APPROVALS. All required filings have been made with, and all
         necessary permits, authorizations, consents and approvals have been
         obtained by the Company from, all applicable ministries, governmental
         or regulatory authorities, including relevant stock exchanges, whether
         within or outside the Republic of Korea, in connection with the
         formation of the Company and the issuance of the Subject Shares by the
         Company to the Subscriber.

6.5      LISTING OF SUBJECT SHARES. The common shares of the Company are listed
         on the Korea Stock Exchange and are freely tradable by any shareholder
         of the common share(s) on the Korea Stock Exchange. Once the Closing is
         duly completed in accordance with the terms and conditions of this
         Agreement, the Subject Shares will be listed on the Korea Stock
         Exchange and, subject to the one (1) year lock-up period from the date
         of issuance by the Company to the Subscriber of the share certificates
         for the Subject Shares (during which the Subscriber shall keep such
         share certificates in the custody of the Korea Securities Depository
         ("KSD") and deposit such share certificates with the KSD as agreed
         between the Company and the Subscriber, will be freely tradable by the
         Subscriber on the Korea Stock Exchange. The Company will use its best
         efforts to maintain the listing of the common shares on the Korea Stock
         Exchange and, subject to such one (1) year lock-up period as described
         above, the free tradability of the common shares on the Korea Stock
         Exchange.

6.6      NO CONFLICT. None of the execution and delivery of this Agreement nor
         the consummation by the Company of the transactions contemplated
         thereby did or will:

         (a)      conflict with or result in any breach of any provision of the
                  Articles of Incorporation or bylaws of the Company;

         (b)      violate, conflict with or result in a default (or any event
                  that, with notice or lapse of time or both, would constitute a
                  default) under, or give rise to any right of termination,
                  cancellation or acceleration under, any of the terms
                  conditions or provisions of any material indenture, note,
                  mortgage, other evidence of

<PAGE>

                                      -8-


                  indebtedness, guarantee, license, lease or other material
                  contract, instrument or obligation to which the Company or any
                  of its assets may be bound;

         (c)      result in the creation of any additional Encumbrance upon the
                  capital stock or the assets of the Company; or

         (d)      violate any order, injunction, decree, statute, rule or
                  regulation applicable to the Company.


                                   ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES
                                  OF SUBSCRIBER


7.1      ORGANIZATION AND GOOD STANDING. Subscriber is a corporation that is
         duly organized, validly existing and is in good standing under the Law
         of its place of incorporation or establishment.

7.2.     CORPORATE AUTHORITY

7.2.1    Subscriber has the requisite corporate power and authority to sign,
         deliver, and perform this Agreement and the transactions contemplated
         thereby. The signature, delivery, and performance by the Subscriber of
         this Agreement has been duly authorized by all necessary corporate
         action on the part of the Subscriber and does not contravene the
         Article of Incorporation of the Subscriber.

7.2.2    This Agreement has been duly and validly signed and delivered by
         Subscriber. Assuming due authorization, signature, and delivery by the
         Seller, this Agreement constitutes a valid and binding obligation of
         Subscriber, enforceable in accordance with its terms against
         Subscriber.

7.3      NO APPROVAL, NOTICE, OR CONFLICT. The signature, delivery and
         performance of this Agreement by the Subscriber: (a) will not violate
         (or, except as provided in this Agreement, require any consent,
         approval, filing, registration, or notice under), any Law applicable to
         the Subscriber; and (b) will not require any additional consent,
         approval or notice under the Subscriber's Articles of Incorporation, or
         under any contract (including, but not limited to, any contract with
         any Governmental Authority).


                                  ARTICLE VIII
                              TERM AND TERMINATION


8.1      TERM. This Agreement shall be effective upon its execution by the
         Company and Subscriber, and shall continue in full force and effect so
         long as the Subscriber remains as a shareholder of the Company.

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                                      -9-


8.2      TERMINATION. This Agreement may be terminated by written notice of
         termination at any time before the Closing Date only as follows:

         (a)      MUTUAL CONSENT. By mutual consent of the Company and
                  Subscriber;

         (b)      DEFAULT. By the Company or Subscriber if the other shall have
                  (I) materially misstated any representation or been in
                  material breach of any warranty contained herein; or (ii) been
                  in material breach of any covenant, undertaking or restriction
                  contained herein and such misstatement or breach has not been
                  cured by the earlier of thirty (30) days after the giving of
                  written notice hereunder to such party of such misstatement or
                  breach or the Closing Date.

         (c)      GOVERNMENT APPROVAL. By the Company or Subscriber if the
                  governmental approvals have not been obtained within two (2)
                  months from the date of this Agreement.

8.3      CONSEQUENCES OF TERMINATION. In the event of termination and
         abandonment hereof pursuant to the provisions of Article 8.2, this
         Agreement shall become void and have no further force or effect,
         without any liability on the part of any of the parties or their
         directors, officers, shareholders in respect of this Agreement except
         for the confidentiality obligations of the parties set forth in this
         Agreement and any other provisions that are expressly stated to survive
         any termination of this Agreement, except that nothing herein will
         relieve any party from liability for any breach of this Agreement prior
         to such termination.


                                   ARTICLE IX
                                OTHER PROVISIONS


9.1      CONFIDENTIALITY. Unless otherwise agreed to by the parties, the Company
         and Subscriber hereby undertake to keep absolutely confidential all
         information which it may obtain in connection with this Agreement
         relating to the other that is not a matter of public record or shall be
         subject to disclosure by virtue of law, including, by way of example,
         information relating to corporate and business organization, financial
         structure and conditions, internal policies concerning employment and
         industrial relations in general. It being understood that each party
         shall hold the other harmless form any damages such other party may
         incur as a consequence of the first party having disclosed to third
         parties unauthorized information relating to such other party.

9.2      ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
         and agreement among the parties hereto with respect to the matters
         herein described and supersedes any and all prior or contemporaneous,
         oral or written, representations, communications, understandings and
         agreements among the parties with respect to the subject matter hereof.

9.3      MODIFICATIONS. This Agreement shall not be modified, amended, canceled
         or altered in any way, and may not be modified by custom, usage of
         trade or course of dealing, except by an instrument in writing signed
         by all parties. All amendments or modifications of this Agreement shall
         be binding upon the parties despite any lack of consideration so long
         as the

<PAGE>

                                      -10-


         same shall be in writing and executed by the parties.

9.4      WAIVER. Performance of any obligation required of a party hereunder may
         be waived only by a written waiver signed by the other party, which
         waiver shall be effective only with respect to the specific obligation
         described. The waiver by each party of a breach of any provision of
         this Agreement by any of the other parties shall not operate or be
         construed as a waiver of any subsequent breach of the same provision or
         another provision of this Agreement.

9.5      SEVERABILITY. If any provision hereof is found invalid or unenforceable
         pursuant to any executive, legislative, judicial or other decree or
         decision rendered by any Governmental Authority, the remainder of this
         Agreement shall remain valid and enforceable according to its terms,
         unless either party deems the invalid or unenforceable provisions to be
         essential to this Agreement, in which case either party may terminate
         this Agreement, effective immediately, upon written notice to the other
         party.

9.6      GOVERNING LAW. This Agreement and all disputes arising out of or in
         connection with this Agreement shall be governed by, interpreted under,
         and construed and enforceable in accordance with, the laws of the
         Republic of Korea.

9.7      DISPUTE RESOLUTION. In the event of any dispute, controversy, claim or
         disagreement arising under, from or relating to this Agreement or the
         breach thereof (a "DISPUTE"), the parties shall use their best efforts
         to settle the Dispute. To this effect, they shall consult and negotiate
         with each other in good faith and attempt to reach a just and equitable
         solution satisfactory to each of them. If they do not reach such a
         solution within a period of sixty (60) days after either party provides
         notice to the other party requiring such discussions to commence, the
         Dispute shall be finally settled by an arbitration in Seoul, Korea by
         three (3) arbitrators in accordance with the ICC Rules for
         International Arbitration then in effect.

         Any award of any arbitration conducted pursuant to this Agreement shall
         be final and binding on the parties involved in respect of the matters
         to which the award relates. To the fullest extent permitted by law, the
         parties to this Agreement irrevocably and unconditionally waive the
         right to appeal to any court with respect to such award, or to apply to
         any court with respect to any question of law which arises during the
         course of any such arbitration. Judgment on any such award may be
         entered in any court of competent jurisdiction. Any arbitration
         proceedings initiated or conducted pursuant to the terms of this
         Article 10.6 shall be in the English language.

9.8      ASSIGNMENT. Neither party may assign this Agreement or any of the
         rights or obligations hereunder to any third party without the prior
         written consent of the other party.

9.9      NO THIRD PARTY BENEFITS. This Agreement shall be binding upon, and
         inure to the benefit of each of the parties and their respective
         successors and permitted assigns. Nothing contained in this Agreement,
         express or implied, shall be deemed to confer any right or remedy upon,
         or obligate any party to, any person or entity other than the parties.

9.10     FORCE MAJEURE. The failure or delay of either party to perform any
         obligation under this Agreement solely by reason of acts of God, acts
         of civil or military authority, civil

<PAGE>

                                      -11-


         disturbance, war, strikes or other labor disputes or disturbances,
         fire, laws, regulations, acts or order of any Governmental Authority or
         official thereto, other catastrophes, or any other circumstance beyond
         its reasonable control ("FORCE MAJEURE") shall not be deemed to be a
         breach of this Agreement so long as the party so prevented from
         complying with this Agreement shall not have contributed to such Force
         Majeure, shall have used its best efforts to avoid such Force Majeure
         or to ameliorate its effects, and shall continue to take all actions
         within its power to comply as fully as possible with the terms of this
         Agreement. In the event of any such default or breach, performance of
         the obligations shall be deferred until the Force Majeure ceases.

9.11     NOTICES. All notices, demands, requests, consents or other
         communications hereunder shall be in writing and shall be deemed
         sufficiently given if personally delivered, in which case such notice
         shall be deemed given upon delivery, or sent by facsimile, in which
         case such notice shall be deemed given upon acknowledgement of
         transmission, to the parties at the following addresses, or to such
         other address as may be designated by written notice given by either
         party:

                TO PRI AUTOMATION INC.:

                Attn:                Mr. Steven A. Berns, Director
                Address:             805 Middlesex Turnpike
                                     Billerica, MA 01821

                Telephone:           1-978-670-4270
                Facsimile:           1-978-663-9755

                TO SHINSUNG ENG CO., LTD:

                Attn:                Mr. Sang Kwoon Lee, Manager
                Address:             824-4, Wonsi-dong, Ansan-si, Kyonggi-do,
                                     Korea

                Telephone:           82-2-2639-3775
                Facsimile:           82-2-678-6865

9.12     COMPLIANCE WITH LAW. The parties shall at all times act to assure that
         the Company and Subscriber shall comply with the applicable laws and
         regulations of the Republic of Korea, the United States, and any other
         applicable Governmental Authority.

9.13     COUNTERPARTS. This Agreement may be executed in one (1) or more
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute one and the same instrument.

9.14     CAPTIONS. The Article headings and captions contained herein are for
         purposes of reference and convenience only and shall not in any way
         affect the meaning or interpretation of this Agreement.

9.15     LANGUAGE. The parties agree that the English language shall be the only
         language used for the interpretation of this Agreement.

<PAGE>

                                      -12-


9.16     FURTHER ASSURANCES. From time to time after the Closing, at the request
         of either party hereto and at the expense of the party so requesting,
         each of the parties hereto shall execute and deliver to such requesting
         party such documents and take such other action as such requesting
         party may reasonably request in order to consummate more effectively
         the transactions contemplated hereby.

<PAGE>

                                      -13-


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above.


PRI AUTOMATION INC.                  SHINSUNG ENG CO., LTD.


By: /s/ MITCHELL G. TYSON            By: /s/ W.K. LEE
    ---------------------               -------------
    Name: Mitchell G. Tyson            Name: Wan Keun Lee
    Title: President and CEO           Title: President