Cooperation Agreement Dated 8/5/99

Exhibit 10.21


August 5, 1999


Mr. Kazuo Kimata President and Chief Executive Officer MECS CORPORATION 28 Jhonou, Kitaima Bisai-shi, Aichi 494-8508 Japan


Re: Cooperation Agreement


Mr. Kimata:


By this letter we formalize our understandings with respect to the interim cooperation contemplated by our Term Sheet dated August 5, 1999 and create the framework for shared success. Pending the conclusion of "Phase II" or any earlier termination of our efforts to conclude de Definitive Agreements, the parties acknowledge that it will be highly desirable to make joint efforts with respect to specific opportunities in Japan. For example, both MECS and Asyst have made or contemplate making proposals to Applied Materials Japan, Anelva, Ulvac and Sony's Oem Metrology Group. These prospective customers, in turn, have expressed a desire to have us present our SMIF and robotics systems to them in a more integrated manner. If such a joint proposal were accepted, then corresponding work would have to be done in a closely coordinated manner, invoiced, warrantied and supported. If our ...