Brooks strives to invest in technologies that are synergistic with its core
business areas to compete in its intensely competitive industries. Following the
Merger, Brooks believes the combined company will be in an improved competitive
position to effectively meet the information technology and information
challenges and customer demands of both semiconductor and flat panel display
fabrication equipment OEMs and end-users. The Brooks Board believes that the
Merger will be beneficial to Brooks for the following reasons: (i) the products
of Brooks and FASTech are complementary, (ii) the combined company has the
potential to offer customers a more comprehensive factory automation solution
than either could independently, (iii) the Merger would be positively received
by customers of each of the companies and the combined company would benefit by
an enhanced ability to compete in the factory automation software market (iv)
FASTech's MES and cell control products should position Brooks to offer its
customers a more complete solution with the development of integrated software
links between MES factory software and tool automation software; (v) FASTech's
research and development, management and technical teams have significant
expertise in the development of a wide range of manufacturing automation and
control applications which is expected to enhance Brooks' effort to develop new
tool and factory automation products and (vi) FASTech's distribution
organization may enhance Brooks' ability to market existing products and
services to end-user semiconductor companies worldwide.

     The Brooks Board also considered a number of potentially negative factors,
including those discussed under "Risk Factors." There can be no assurance that
the benefits Brooks expects to achieve following the consummation of the Merger
will be achieved or will outweigh the costs and other negative factors
associated with the Merger. Brooks did not assign any relative or specific
weights to any of the factors it considered in connection with the Merger.

FASTECH'S REASONS FOR THE MERGER

     The following factors were considered by the Board of Directors of FASTech
in recommending to the stockholders the approval of the Plan of Merger, the
Merger Agreement, and the transactions contemplated thereby, including the
Merger and the other proposals set forth herein:

.  The Merger may permit FASTech to leverage Brooks' position with semiconductor
   OEM customers to provide improved integration between FASTech solutions and
   equipment control systems.

.  Brooks' liquidity and capital resources will enhance FASTech's financial
   position.

.  FASTech may enable Brooks to accelerate the expansion from tool automation
   into factory automation solutions and extend FASTech's existing solution
   portfolio.

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.  The consideration paid to FASTech stockholders in the Merger will be shares
   of Brooks Common Stock, which are securities that are listed on the Nasdaq
   National Market and are more readily marketable than shares of FASTech
   Capital Stock.

     In the course of its deliberations regarding the Merger, the FASTech Board
of Directors reviewed with FASTech management and FASTech's legal advisors a
number of additional factors which the FASTech Board deemed relevant to the
Merger, including, but not limited to: (i) the strategic importance to FASTech
of the proposed Merger; (ii) the consideration to be received by FASTech
stockholders in the Merger; (iii) information concerning FASTech's and Brook's
respective businesses, prospects, strategic business plans, financial
performance and condition, results of operations, technology positions,
management and competitive positions; (iv) FASTech management's view as to the
financial condition, results of operations and business of FASTech before and
after giving effect to the Merger; (v) FASTech management's view as to the
prospects of FASTech's continuing as an independent company; (vi) FASTech
management's view as to FASTech's ability to gain access to the necessary
capital to meet its strategic business goals in both the near-term and long-term
and the relative costs associated with obtaining such capital; and (vii) current
and historical market prices, volatility and trading information with respect to
Brooks Common Stock.