AGREEMENT TO ARBITRATE DISPUTES AND CLAIMS

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                                                                   EXHIBIT 10.37

                   AGREEMENT TO ARBITRATE DISPUTES AND CLAIMS

      This Agreement is entered into between Asyst Technologies, Inc., on behalf

of itself and its subsidiary and affiliated entities ("Asyst"), and the

employee, advisor or consultant named below ("Employee"), and is intended to and

shall supercede and replace any prior agreements or understandings with respect

to the resolution of disputes, claims, causes or controversies between the

parties, as provided hereinafter.

                  Scope of Disputes and Claims to Be Arbitrated

      We agree that any existing or future dispute, claim, cause or controversy

arising from or relating to the recruitment or employment or advisory or

consulting relationship of Employee with or by Asyst, conduct occurring by

either party during such employment or advisory or consulting relationship

between Employee and Asyst, or any termination, adjustment or interruption

thereof, shall be submitted to and resolved solely by final and binding

arbitration. Any such arbitration will be conducted in accordance with the

American Arbitration Association and the National Rules for the Resolution of

Employment Disputes then in effect.

      We understand and agree that this Agreement shall apply to any and all

disputes, claims, causes or controversies between Asyst and Employee whether the

dispute, cause, claim or controversy arises in tort or contract, or pursuant to

statute, governmental regulation, administrative directive or otherwise, now in

existence or which may in the future be enacted, amended or judicially

recognized, including the following:

      -     claims for fraudulent inducement of contract, breach of contract or

            contractual obligation, whether such alleged contract or obligation

            be oral or written or express or implied by fact or law;

      -     claims of fraud or wrongful termination, including violation of

            public policy and constructive discharge;

      -     claims of discrimination or harassment under any and all state and

            federal statutes, as well as claims for violation of any other state

            or federal statute (except as set forth below);

      -     claims of non-payment, incorrect or late payment, or the impaired,

            reduced or claimed or deemed untimely benefit or forfeiture of,

            wages, commissions, bonuses, severance, employee fringe benefits,

            stock grants or options, whether such claims be pursuant to alleged

            express or implied contract or obligation, equity, the California

            Labor Code, the Fair Labor Standards Act, the Employee Retirement

            Income Securities Act, and any other local, state or federal law,

            order or regulation applicable to Asyst concerning wages,

            compensation or employee benefits;

      -     claims for infliction of emotional distress, misrepresentation,

            interference with contract or prospective economic advantage,

            violation of public policy, defamation, unfair business practices,

            and any other tort or tort-like causes of

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            action relating to or arising from the employment relationship or

            the formation or termination thereof;

      -     defense, hold harmless, indemnity or other benefit or protection

            claimed or asserted by Employee as a result of or arising from an