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                                                                    Exhibit 10.9


[PRI Automation Letterhead]


                                                             March 30, 2001

Mr. Edward Wagner
21620 Southwest Stafford Road
Tualatin, OR  97062

Dear Ed:

         The purpose of this letter is to set forth our agreement regarding your
change in status with PRI as you leave the position of Vice President and
General Manager of the Factory Systems Division, and begin your new role with
PRI Automation, Inc. (the "Company" or "PRI"). THIS AGREEMENT AND THE ANCILLARY
AGREEMENTS REFERRED TO IN PARAGRAPH 7 WILL SUPERCEDE ALL OTHER EMPLOYMENT
AGREEMENTS WITH YOU ON BEHALF OF PRI. The principal terms of the agreement are
outlined below:

1)       TITLE. You will cease duties in your current position (Vice President
         and General Manager, Factory Systems Division, effective March 30, 2001
         and begin your new role as Special Assistant to the CEO effective on
         that date

2)       TERM. The term of your employment with the Company will be from March
         30, 2001 to May 9, 2002. During this period, you will continue to be an
         employee of the Company for the purpose of vesting your PRI Automation
         stock options, unless and except to the extent that the Company's
         auditors determine that such vesting would create a charge against the
         Company's income for stock-based compensation. As provided by the PRI
         stock option plans, you will have a period of thirty (30) days after
         May 9, 2002, to exercise any vested unexercised options. Since that
         thirty-day period ends on June 8, 2002, a Saturday, the last day to
         exercise your options will be Friday, June 7, 2002. Refer to Addendum A
         for a schedule of your vested and unvested stock options.

3)       COMPENSATION. Your compensation during the term of the agreement will
         be comprised of two components as described below. Payments will be
         subject to withholding and payroll taxes as required by law.

         3a)      COMPENSATION IN RECOGNITION OF PAST CONTRIBUTIONS AS VICE
                  PRESIDENT & GENERAL MANAGER, FACTORY SYSTEMS DIVISION. This
                  compensation will be $238,000 paid in four equal quarterly
                  payments of $59,500 each. These payments will be made on the
                  first payroll date following the close of each fiscal quarter
                  over the next four quarters.

         3b)      COMPENSATION FOR ROLE AS SPECIAL ASSISTANT TO THE CEO. During
                  this assignment your compensation will be $1,536.47 bi-weekly
                  until May 9, 2002. In the event that your employment is
                  involuntarily terminated before May 9, 2002, this compensation
                  will continue to be paid until May 9, 2002.

4)       BENEFITS. You agree that effective March 30, 2001, you shall cease to
         participate in any insurance plans (except as noted below), employee
         stock purchase plan, 401(K) plan or other employee benefit program of
         the Company. As the sole exception to this provision, in recognition of
         your past contributions as a key executive of PRI, you may continue,
         during the term of your employment, to participate in any employee
         medical and dental insurance programs of the Company in which you now
         participate, so long as the Company continues to offer these

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         plans. PRI will pay all or part of the premiums applicable to your
         participation, on the same basis as applies to all participating
         employees. You have the ability to convert your life insurance and
         long-term disability coverage to individual policies within 30 days
         after March 30, 2001 in accordance with the terms of PRI's group
         policies. Upon termination of this period of employment, PRI or its
         insurance or health program administrator will communicate with you
         separately regarding your rights under COBRA to continue your health
         insurance coverage for a limited period of time following that date.

5)       PAYMENT FOR ACCRUED VACATION. As of March 30, 2001, PRI will pay you
         $42,542.13 as complete settlement of your 318.31 hours of accrued, but
         unpaid vacation. You agree that such sum is, properly calculated and
         will constitute a complete discharge of PRI's obligations in this
         respect. In your new role as Assistant to the CEO, you will be
         ineligible for vacation benefits.

6)       DUTIES. During the term of your employment, you shall have and perform
         such duties as the CEO and President of PRI shall assign to you from
         time to time. This shall include, but not be limited to your
         cooperation on PRI's behalf in the defense against any pending or
         future legal actions arising during this period, without any charge to
         PRI except for your reasonable travel and lodging expenses as provided
         for in the Company's Business Travel Policy. You shall perform your
         duties at your own home or office or at the premises of the Company, as
         we may mutually agree. The Company agrees that you may pursue other
         employment during the term of this agreement, provided that such
         employment does not breach any other agreement that you may have with
         the Company (including that identified in the next succeeding paragraph
         of this letter) or breach any other duties that you may have to the
         Company, contractual or otherwise

7)       ANCILLARY AGREEMENTS. You agree and acknowledge that you continue to be
         bound by the Employee Patent and Confidential Information Agreement and
         the Non-Compete/Non-Solicitation Agreement that you signed on July 1,
         1997, and August 30, 1997 respectively. Copies of these are attached.
         You agree that, for purposes of the Non-Compete/Non Solicitation
         Agreement, your employment shall be deemed to terminate on March 30,
         2002, but that your obligations under this agreement will extend for
         two years beyond that date until March 30, 2004, a one-year extension
         to the original agreement. At the current time, the companies
         considered to be on the non-compete list include KLA Tencore, Brooks
         Automation, Asyst Technologies, Daifuku, Shinko, Murata, Intrabay
         Automation. PRI reserves the right to update this list at any time over
         the life of this agreement should changes occur in the competitive
         landscape. You are also required to inform PRI's President and CEO of
         any discussions you are conducting with outside companies regarding
         employment or other assignments during the life of this agreement. The
         Employee Patent and Confidential Information Agreement remains in
         effect according to its terms.

8)       RETURN OF PRI'S PROPERTY. On or before March 30, 2002, you will return
         to PRI all documents, tapes, notes and other information and materials
         (and all copies) in your possession which contain


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         confidential information, whether relating to PRI or any of its
         customers. You will also return to PRI any and all other documents,
         tapes, notes and other information or materials (and all copies) in
         your possession relating to PRI's business or which is the property of
         PRI. You will also return to PRI any credit cards, telephone credit
         cards, and the like, which is the property of PRI. You will return to
         PRI any computer equipment that is the property of PRI after such time
         as we have no further work for you under your period of employment.

9)       RELEASES. You hereby release PRI, its officers, directors, employees,
         consultants, and agents from any claims that you may have. The
         preceding sentence shall not apply to any claim arising under or
         relating to this agreement or to the ancillary agreements referred to
         in paragraph 7 of this agreement. This letter shall be in complete and
         final settlement of any and all causes of action or claims that you
         have had, now have or may now have, from the beginning of time to the
         date of this agreement, in any way related to or arising out of or in
         connection with your employment and/or its termination or pursuant to
         any federal, state or local employment laws, regulations, executive
         orders or other requirements, including without limitation
         Massachusetts General Laws c. 151B ("Unlawful Discrimination"), Title
         VII of the Civil Rights Act of 1964, and the Age Discrimination in
         Employment Act of 1967. In consideration of the pay and benefits that
         you will receive under this letter agreement, you hereby release, waive
         and discharge any and all such causes of action or claims against PRI,
         its subsidiaries and affiliated organizations, and their respective
         past, present and future directors, officers, agents, employees,
         successors and assigns, and you hereby agree that neither you nor any
         of your heirs or personal representatives will ever assert in any forum
         any such cause of action or claim.

10)      CONFIDENTIALITY OF THIS AGREEMENT. You agree not to disclose to any
         person the existence or substance of this letter agreement, except that
         you may make such disclosure (a) to your legal and/or financial
         advisor(s) in connection with obtaining advice regarding this letter
         agreement, provided that the person(s) to whom such disclosure is to be
         made is aware of your obligation under this paragraph 9 and agrees to
         be bound by it and (b) as may be required by law, provided that prior
         to such action you give PRI notice of the fact that such disclosure is
         to occur and a brief description of the circumstances requiring such
         disclosure. You also agree not to disparage PRI; its business, products
         or plans; or its officers, directors, employees, consultants, or
         agents, in written or oral communications.

11)      EXECUTION. This agreement may be executed in one or more counterparts,
         each of which when so executed shall be deemed to be an original, and
         all such counterparts together shall constitute but one and the same
         instrument.

12)      SUCCESSORS, ASSIGNS. This agreement shall be binding upon and inure to
         the benefit of the legal representatives, heirs, successors, assigns
         and agents of the parties hereto.

13)      ENTIRE AGREEMENT. This agreement, including the ancillary agreements
         referred to in paragraph 7, constitute the entire agreement between the
         parties and supersedes all prior agreements and understandings, whether
         written or oral, relating to the subject matter of this agreement.

14)      AMENDMENT. This agreement may be amended or modified only by a written
         instrument executed by both PRI and you.


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15)      GOVERNING LAW. This agreement shall be construed, interpreted and
         enforced in accordance with the laws of the Commonwealth of
         Massachusetts.

16)      MISCELLANEOUS. No delay or omission by either party in exercising any
         right under this agreement shall operate as a waiver of that or any
         other right. A waiver or consent given by either party on any one
         occasion shall be effective only in that instance and shall not be
         construed as a bar or waiver of any right on any other occasion.

         The captions of the sections of this agreement are for convenience of
         reference only and in no way define, limit or affect the scope or
         substance of any section of this agreement.

17)      REVOCATION PERIOD. You understand and acknowledge that the terms of
         your employment and PRI's usual severance policies or practices would
         have provided you less benefits than those that are provided to you
         under this agreement. For a period of seven (7) days following your
         execution of this letter agreement, you may revoke your agreement, and
         this letter agreement shall not become effective or enforceable until
         this seven (7) day revocation period has expired. No payments provided
         for by this letter agreement will be made until after this seven-day
         period has expired without your revoking your agreement.

18)      CONSIDERATION PERIOD. In signing this agreement, you acknowledge that
         you understand its provisions, that your agreement is knowing and
         voluntary, that you have been afforded a full and reasonable
         opportunity of at least 21 days to consider its terms and to consult
         with or seek advice from any attorney or any other person of your
         choosing, and that you have been advised by PRI to consult with an
         attorney prior to executing this letter agreement.

If the foregoing accurately sets forth our agreement, please sign and return to
me the enclosed copy of this letter.

Sincerely,


PRI AUTOMATION, INC.
By:

/s/ Steven P. Wentzell                            Date:    5/15/01
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Steven P. Wentzell, VP, Human Resources


Accepted and agreed to By:

/s/ Ed Wagner                                     Date:    5/16/01
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Ed Wagner



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