BROOKS-PRI AUTOMATION, INC.
                       AMENDMENT NO. 2 TO RIGHTS AGREEMENT

     This Amendment No. 2 (this "Amendment"), dated as of May 20, 2002, to the
Rights Agreement, dated as of July 23, 1997, between Brooks-PRI Automation,
Inc., a Delaware corporation formerly known as Brooks Automation, Inc. (the
"Company"), and BankBoston, N.A., as Rights Agent, as amended by the Amendment
to Rights Agreement dated as of October 23, 2001, between the Company and
EquiServe Trust Company, N.A., as successor Rights Agent (the "Rights Agent")
(as amended, the "Rights Agreement").

                                    RECITALS

     WHEREAS, the Board of Directors has determined that it is in the best
interest of the Company to amend the Rights Agreement to remove certain
provisions of the Rights Agreement that (i) empower the Continuing Directors in
certain circumstances and (ii) restrict the ability of the Board of Directors of
the Company to redeem or exchange the Rights in circumstances where the
Continuing Directors cease to constitute a majority of the Board of Directors;
and

     WHEREAS, capitalized terms used but not defined in this Amendment shall
have the meanings given them in the Rights Agreement.

     NOW, THEREFORE, in consideration of the promises and agreements set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     1.  Section 1 of the Rights Agreement is hereby amended to remove the
definition of "Continuing Director" in its entirety.

     2.  The first parenthetical of the first sentence of Section 3(a) of the
Rights Agreement is hereby amended such that the term "Continuing Directors"
shall be changed to "Board of Directors".

     3.  Subsection (c) of Section 23 of the Rights Agreement is hereby removed
in its entirety.

     4.  The second sentence of Section 24(a) of the Rights Agreement is hereby
amended and restated such that it reads in its entirety as follows:

          Notwithstanding the foregoing, the Board of Directors shall not be
     empowered to effect such exchange at any time after any Person (other than
     the Company, any Subsidiary of the Company, any employee benefit plan of
     the Company or any such Subsidiary, or any entity holding Common Shares for
     or pursuant to the terms of any such plan), together with all Affiliates
     and Associates of such Person, becomes the Beneficial Owner of a majority
     of the Common Shares then outstanding.




     5.  The first sentence of Section 27 of the Rights Agreement is hereby
amended to remove the clause "Subject to the approval of the Continuing
Directors,".

     6.  Section 21 is hereby amended to add after the first sentence thereof
the following new second sentence:

          In the event that the Transfer Agency and Services Agreement
     terminates, the Rights Agent will be deemed to resign automatically on the
     effective date of such termination, and any required notice will be sent by
     the Company.

     7.  All references to the Company in the Rights Agreement as "Brooks
Automation, Inc." are hereby amended and restated to read "Brooks-PRI
Automation, Inc.".

     8.  Except as specifically amended by this Amendment No. 2, the Rights
Agreement shall remain in full force and effect.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be duly executed as of the date first above written.


                                     BROOKS-PRI AUTOMATION, INC.


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

                                     EQUISERVE TRUST COMPANY, N.A.


                                     By: /S/ Tyler Haynes
                                        ----------------------------------------
                                        Name:   Tyler Haynes
                                        Title:  Mangaging Director
                                                Client Administration