EXHIBIT 4.13
                          CERTIFICATE OF DESIGNATIONS
                                       OF
                         SPECIAL VOTING PREFERRED STOCK
                                       OF
                            BROOKS AUTOMATION, INC.
                        (PURSUANT TO SECTION 151 OF THE
                       DELAWARE GENERAL CORPORATION LAW)

     Brooks-PRI Automation, Inc. a corporation organized and existing under the
General Corporation Law of the State of Delaware (hereinafter called the
"Corporation"), hereby certifies that the following vote was taken by the Board
of Directors of the Corporation as required by Section 151 of the General
Corporation Law at a Special Meeting of the Board of Directors held on October
23, 2002:

     VOTED, that the Board of Directors of this Corporation (hereinafter called
the "Board of Directors" or the "Board") authorize the creation of "Special
Voting Preferred Stock" of the Corporation, par value $0.01 per share, and
hereby states the designation and number of shares, and fixes the relative
rights, preferences, and limitations thereof as follows:

     Special Voting Preferred Stock:

1.   DESIGNATION; NUMBER OF SHARES. The class of Preferred Stock known as
"Special Voting Preferred Stock" shall consist of one (1) share.

2.   VOTING. On all matters submitted to a vote of stockholders of the
Corporation, the holder of the share of Special Voting Preferred Stock shall be
entitled at any relevant date to the number of votes determined in accordance
with a certain Supplement to Voting and Exchange Trust Agreement, originally
dated as of March 2, 1999, as supplemented on May 14, 2002, by and among the
Corporation, 1325949 Ontario, Inc., a corporation organized and existing under
the laws of the Province of Ontario and a wholly owned subsidiary of the
Corporation, Brooks-PRI Automation (Canada), Inc., a corporation organized and
existing under the laws of Canada ("PRI Canada"), and Computershare Trust
Company of Canada, a trust company incorporated under the laws of Canada. Except
as required by law or by the Certificate of Incorporation of the Corporation,
the holder of the share of  Special Voting Preferred Stock and the holders of
the Common Stock of the Corporation shall vote together as a single class in the
election of directors and on all matters submitted to a vote of the stockholders
of the Corporation. In the event that the Special Voting Preferred Stock is
required by law or by the Certificate of Incorporation of the Corporation to
vote separately as a class or series on a proposal, the holder of the share of
Special Voting Preferred Stock shall in addition to voting separately as a class
or series on such proposal, also be entitled to vote with the holders of the
Corporation's Common Stock together as a single class.

3.   DIVIDENDS. The holder of the share of Special Voting Preferred Stock
shall not be entitled to receive any dividends.

4.   LIQUIDATION. In the event of any dissolution, liquidation or winding up of
the affairs of the Corporation, whether voluntary or involuntary, the holder of
the share of Special Voting Preferred Stock shall be entitled to be paid out of
the net assets of the Corporation available for distribution, before any
distribution or payment is made upon any stock of the Corporation ranking on
liquidation junior to the Special Voting Preferred Stock, an amount equal to
$1.00, subject to equitable adjustment in the event of stock splits, stock
dividends, combinations and the like involving the Special Voting Preferred
Stock (the "Special Voting Preferred Stock Liquidation Payment"). Upon any such
dissolution, liquidation or winding up of the affairs of the Corporation, after
the holder of the share of Special Voting Preferred Stock shall have been paid
the amount to which it shall be entitled, the remaining net assets of the
Corporation may be distributed to the holders of stock ranking on liquidation
junior to the Special Voting Preferred Stock. Whenever the distribution provided
for in this paragraph shall be paid in property other than cash, the value of
such distribution shall be the fair market value of such property as determined
in good faith by the Board of Directors of the Corporation. Written notice of
such dissolution, liquidation or winding up of the affairs

of the Corporation, stating a payment date, the amount of the Special Voting
Preferred Stock Liquidation Payment and the place where said Special Voting
Preferred Stock Liquidation Payment shall be payable, shall be given by mail,
postage prepaid, not less than 5 days prior to the payment date stated therein,
to the holder of record of Special Voting Preferred Stock, such notice to be
addressed to such holder at its address as shown by the records of the
Corporation. For purposes hereof, the Common Stock shall rank on liquidation
junior to the Special Voting Preferred Stock. A merger or consolidation of the
Corporation with or into any other corporation or a sale or conveyance of all or
any part of the assets of the Corporation (which shall not in fact result in the
liquidation of the Corporation and the distribution of assets to stockholders)
shall not be deemed to be a voluntary or involuntary liquidation, dissolution or
winding up of the Corporation within the meaning of this paragraph 4.

5.   REDEMPTION. (a) The share of Special Voting Preferred Stock shall be
redeemed by the Corporation as described herein, at a price of $1.00, subject to
equitable adjustment in the event of stock splits, stock dividends, combinations
and the like involving the Special Voting Preferred Stock (the "Redemption
Price"). Such redemption shall occur automatically and simultaneously, but only
upon the issuance by the Corporation of its Common Stock or delivery by 1325949
Ontario Inc. of the Corporation's Common Stock for the last outstanding
Exchangeable Share of PRI Canada ("Exchangeable Share") held by a person other
than the Corporation or any of its subsidiaries.

(b) Promptly after the issuance by the Corporation of its Common Stock or
delivery by 1325949 Ontario Inc. of the Corporation's Common Stock for the last
outstanding Exchangeable Share held by a person other than the Corporation or
any of its subsidiaries, the Corporation shall give written notice (the
"Redemption Notice") by mail, postage prepaid, to the holder of record (at the
close of business on the business day next preceding the day on which the
Redemption Notice is given) of the share of Special Voting Preferred Stock
notifying such holder of the redemption and specifying the Redemption Price, the
date on which the last outstanding Exchangeable Share held by a person other
than the Corporation or any of its subsidiaries was acquired by the Corporation
or any of its subsidiaries (the "Redemption Date") and the place and date (not
to exceed days from the date such notice is given) where said Redemption Price
shall be payable. The Redemption Notice shall be addressed to such holder at the
address of the holder as shown by the records of the Corporation. From and after
the close of business on the Redemption Date, unless there shall have been a
default in the payment of the Redemption Price, all rights of the holder of the
share of Special Voting Preferred Stock (including the right to vote as provided
in paragraph 2 above) shall cease with respect to such share (except the right
to receive the Redemption Price), and such share shall not thereafter be
transferred on the books of the Corporation or be deemed to be outstanding for
any purpose whatsoever. If the Corporation does not have funds legally available
for redemption of the share of Special Voting Preferred Stock on the Redemption
Date, the share of Special Voting Preferred Stock shall remain outstanding and
entitled to all rights and preferences provided herein. At any time thereafter
when the Corporation has legally available funds for the redemption of such
share of Special Voting Preferred Stock, such funds will be used to redeem such
share.

     (c) The share of Special Voting Preferred Stock redeemed pursuant to this
paragraph 5 or otherwise acquired by the Corporation in any manner whatsoever
shall upon any such reacquisition by the Corporation be automatically restored
to the status of an authorized but unissued share of Preferred Stock of the
Corporation.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Ellen B. Richstone, its Senior Vice President, Finance and
Administration and Chief Financial Officer, as of the 14th day of May, 2002.



                                                  BROOKS-PRI AUTOMATION, INC.



                                                  --------------------------
                                                  By: Ellen B. Richstone
                                                  Title: Senior Vice President,
                                                  Finance and Administration and
                                                  Chief Financial Officer