MASTER LEASE AGREEMENT
BANKONE

THIS MASTER LEASE AGREEMENT is made, entered,  and dated as of May 16, 1997 , by
and between:

LESSOR:                                     LESSEE:

Banc One Leasing Corporation                       Cerprobe Corporation
2400 Corporate Exchange Dr.                        600 S. Rockford Dr.
Columbus, OH   43231                               Tempe, AZ   85281


1. LEASE OF EQUIPMENT:  Lessor leases to Lessee,  and Lessee leases from Lessor,
all the property  described in the Lease Schedules which are signed from time to
time by Lessor and Lessee.

2. CERTAIN  DEFINITIONS:  "Schedule"  means each Lease Schedule signed by Lessee
and Lessor which incorporates the terms of this Master Lease Agreement, together
with all exhibits,  riders,  attachments and addenda thereto.  "Equipment" means
the  property  described  in  each  Schedule,  together  with  all  attachments,
additions,   accessions,   parts,   repairs,   improvements,   replacements  and
substitutions  thereto.  "Lease",  "herein",  "hereunder",  "hereof" and similar
words mean this Master Lease  Agreement  and all  Schedules,  together  with all
exhibits,  riders,  attachments and addenda to any of the foregoing, as the same
may from time to time be amended,  modified or supplemented.  "Prime Rate" means
the prime rate of interest announced from time to time as the prime rate by Bank
One, Columbus, NA; provided, that the parties acknowledge that the Prime Rate is
not  intended  to be the  lowest  rate  of  interest  charged  by  said  bank in
connection with extensions of credit. "Lien" means any security interest,  lien,
mortgage, pledge, encumbrance,  judgment, execution,  attachment, warrant, writ,
levy,  other  judicial  process or claim of any nature  whatsoever  by or of any
person.  "Fair Market Value" means the amount which would be paid for an item of
Equipment by an informed and willing buyer (other than a used equipment or scrap
dealer) and an informed and willing  seller neither under a compulsion to buy or
sell. "Lessor's Cost" means the invoiced price of any item of Equipment plus any
other cost to Lessor of acquiring an item of Equipment. All terms defined in the
Lease are equally applicable to both the singular and plural form of such terms.

3. LEASE TERM AND RENT: The term of the lease of the Equipment described in each
Schedule  ("Lease  Term")  commences  on the date  stated  in the  Schedule  and
continues for the term stated  therein.  As rent for the Equipment  described in
each  Schedule,  Lessee shall pay Lessor the rent payments and all other amounts
stated in such Schedule,  payable on the dates specified  therein.  All payments
due under the Lease shall be made in United  States  dollars at Lessor's  office
stated in the opening paragraph or as otherwise directed by Lessor in writing.

4.  ORDERING,  DELIVERY,  REMOVAL AND  INSPECTION OF  EQUIPMENT:  If an event of
default  occurs or if for any reason  Lessee  does not  accept,  or revokes  its
acceptance of, equipment  covered by a purchase order or purchase contract or if
any  commitment  or  agreement of Lessor to lease  equipment to Lessee  expires,
terminates or is otherwise canceled, then automatically upon notice from Lessor,
any purchase order or purchase contract and all obligations  thereunder shall be
assigned to Lessee and Lessee shall pay and perform all obligations  thereunder.
Lessee  agrees to pay,  defend,  indemnify  and hold  Lessor  harmless  from any
liabilities,  obligations,  claims,  costs and  expenses  (including  reasonable
attorney  fees and  expenses) of whatever  kind  imposed on or asserted  against
Lessor in any way related to any purchase orders or purchase  contracts.  Lessee
shall  make  all   arrangements   for,  and  Lessee  shall  pay  all  costs  of,
transportation,  delivery,  installation and testing of Equipment. The Equipment
shall be delivered to Lessee's  premises  stated in the applicable  Schedule and
shall not be removed  without  Lessor's  prior written  consent.  Lessor has the
right  upon  reasonable  notice to  Lessee to  inspect  the  Equipment  wherever
located.  Lessor may enter upon any  premises  where  Equipment  is located  and
remove  it  immediately,  without  notice  or  liability  to  Lessee,  upon  the
expiration or other termination of the Lease Term.

5.  MAINTENANCE AND USE: Lessee agrees it will, at its sole expense:  (a) repair
and maintain the  Equipment in good  condition  and working order and supply and
install all replacement  parts or other devices when required to so maintain the
Equipment  or when  required by  applicable  law or  regulation,  which parts or
devices shall  automatically  become part of the Equipment;  (b) use and operate
the Equipment in a careful  manner in the normal course of its business and only
for the purposes for which it was designed in accordance with the manufacturer's
warranty requirements,  and comply with all laws and regulations relating to the
Equipment,  and obtain all permits or  licenses  necessary  to install,  use, or
operate the Equipment;  and (c) make no  alterations,  additions,  subtractions,
upgrades,  or  improvements  to the  Equipment  without  Lessor's  prior written
consent, but any such alterations,  additions,  upgrades,  or improvements shall
automatically  become part of the  Equipment.  The Equipment will not be used or
located outside of the United States.

6.  NET  LEASE;  NO  EARLY  TERMINATION:  The  Lease  is a net  lease.  Lessee's
obligation  to pay all rent and all  other  amounts  payable  under the Lease is
absolute  and  unconditional  under any and all  circumstances  and shall not be
affected by any circumstances of any character  including,  without  limitation,
(a) any setoff, claim, counterclaim, defense, or reduction which Lessee may have
at any time against Lessor or any other party for any reason,  or (b) any defect
in the condition,  design,  or operation of, any lack of fitness for use of, any
damage  to or loss of,  or any lack of  maintenance  or  service  for any of the
Equipment.  Each Schedule is a noncancellable  lease of the Equipment  described
therein,  and Lessee's  obligation to pay rent and perform all other obligations
thereunder and under the Lease are not subject to cancellation or termination by
Lessee for any reason.

7. NO WARRANTIES BY LESSOR:  LESSOR LEASES THE EQUIPMENT  AS-IS,  WHERE-IS,  AND
WITH ALL FAULTS.  LESSOR  MAKES NO  WARRANTIES  OR  REPRESENTATIONS,  EXPRESS OR
IMPLIED,  OF ANY KIND AS TO THE EQUIPMENT  INCLUDING,  WITHOUT  LIMITATION:  ITS
MERCHANTABILITY;  ITS FITNESS FOR ANY PARTICULAR PURPOSE; ITS DESIGN, CONDITION,
QUALITY,  CAPACITY,  DURABILITY,  CAPABILITY,  SUITABILITY OR  WORKMANSHIP;  ITS
NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR
OTHER  INTELLECTUAL  PROPERTY  RIGHT;  OR ITS  COMPLIANCE  WITH ANY  LAW,  RULE,
SPECIFICATION,  PURCHASE  ORDER OR CONTRACT  PERTAINING  THERETO.  Lessor hereby
assigns to Lessee the benefit of any  assignable  manufacturer's  or  supplier's
warranties,  but Lessor, at Lessee's written request, will cooperate with Lessee
in pursuing any remedies Lessee may have under such warranties. Any action taken
with regard to warranty  claims against any  manufacturer  or supplier by Lessor
will be at Lessee's sole expense. LESSOR MAKES NO REPRESENTATIONS OR WARRANTIES,
EXPRESS OR  IMPLIED,  OF ANY KIND AS TO THE  FINANCIAL  CONDITION  OR  FINANCIAL
STATEMENTS OF ANY PARTY OR AS TO THE TAX OR ACCOUNTING TREATMENT OR CONSEQUENCES
OF THE LEASE, THE EQUIPMENT, OR THE RENTAL PAYMENTS.

8.  INSURANCE:  Lessee at its sole expense  shall at all times keep each item of
Equipment  insured  against  all  risks  of  loss or  damage  from  every  cause
whatsoever for an amount not less than the greater of the full replacement value
or the Lessor's Cost of such item of Equipment. Lessee at its sole expense shall
at all times carry public  liability  and property  damage  insurance in amounts
satisfactory  to Lessor  protecting  Lessee  and  Lessor  from  liabilities  for
injuries to persons and damage to property of others  relating in any way to the
Equipment. All insurers shall be reasonably satisfactory to Lessor. Lessee shall
deliver  to Lessor  satisfactory  evidence  of such  coverage.  Proceeds  of any
insurance covering damage or loss of the Equipment shall be payable to Lessor as
loss payee and shall, at Lessor's option, be applied toward (a) the replacement,
restoration  or repair of the  Equipment,  or (b) payment of the  obligations of
Lessee under the Lease.  Proceeds of any public liability or property  insurance
shall be  payable  first to Lessor as  additional  insured  to the extent of its
liability,  then to Lessee. If an event of default occurs and is continuing,  or
if Lessee fails to make timely payments due under Section 9 hereof,  then Lessee
automatically  appoints Lessor as Lessee's  attorney-in-fact with full power and
authority  in the  place of  Lessee  and in the name of Lessee or Lessor to make
claim for,  receive payment of, and sign and endorse all documents,  checks,  or
drafts for loss or damage  under any such  policy.  Each  insurance  policy will
require  that the insurer give Lessor at least 30 days prior  written  notice of
any cancellation of such policy and will require that Lessor's  interests remain
insured regardless of any act, error, omission, neglect, or misrepresentation of
Lessee. The insurance maintained by Lessee shall be primary without any right of
contribution from insurance which may be maintained by Lessor.

9. LOSS AND DAMAGE: (a) Lessee bears the entire risk of loss, theft,  damage, or
destruction  of  Equipment  in  whole  or in part  from  any  reason  whatsoever
("Casualty  Loss").  No Casualty Loss to Equipment shall relieve Lessee from the
obligation to pay rent or from any other obligation under the Lease.
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9. LOSS AND DAMAGE  (continued):  In the event of  Casualty  Loss to any item of
Equipment,  Lessee shall immediately notify Lessor of the same and Lessee shall,
if so directed by Lessor, immediately repair the same. If Lessor determines that
any item of  Equipment  has  suffered  a  Casualty  Loss  beyond  repair  ("Lost
Equipment"),  then  Lessee,  at the option of  Lessor,  shall:  (1)  Immediately
replace the Lost Equipment with similar equipment in good repair, condition, and
working  order free and clear of any Liens and  deliver to Lessor a bill of sale
covering the replacement  equipment,  in which event such replacement  equipment
shall  automatically  be Equipment  under the Lease;  or (2) On the rent payment
date  which  is at  least  30 but no more  than 60 days  after  the  date of the
Casualty  Loss,  pay to Lessor all amounts  then due and payable by Lessee under
the Lease for the Lost Equipment  plus the  Stipulated  Loss Value for such Lost
Equipment  as of the date of the  Casualty  Loss.  Upon payment by Lessee of all
amounts due under the above  clause (2),  the lease of the Lost  Equipment  will
terminate and Lessor shall transfer to Lessee all of Lessor's  right,  title and
interest  in such  Equipment  on an "as-is,  where-is"  basis  with all  faults,
without recourse, and without representation or warranty of any kind, express or
implied.
   (b)  "Stipulated  Loss Value" of any item of Equipment  during its Lease Term
equals the present  value  discounted in arrears to the  applicable  date at the
applicable  SLV Discount Rate of (1) the  remaining  rents and all other amounts
[including, without limitation, any balloon payment and, as to a terminal rental
adjustment clause ("TRAC") lease, the TRAC value stated in the Schedule, and any
other payments  required to be paid by Lessee at the end of the applicable Lease
Term] payable under the Lease for such item on and after such date to the end of
the  applicable  Lease Term and (2) an amount equal to the Economic Value of the
Equipment.  For any item of  Equipment,  "Economic  Value" means the Fair Market
Value of the  Equipment at the end of the  applicable  Lease Term as  originally
anticipated  by  Lessor at the  Commencement  Date of the  applicable  Schedule;
provided, that Lessee agrees that such value shall be determined by the books of
Lessor as of the Commencement Date of the applicable Schedule. After the payment
of all rent due under the  applicable  Schedule and the  expiration of the Lease
Term of any item of Equipment, the Stipulated Loss Value of such item equals the
Economic Value of such item.  Stipulated Loss Value shall also include any Taxes
payable  by Lessor  in  connection  with its  receipt  thereof.  For any item of
Equipment, "SLV Discount Rate" means an interest rate equal to the Prime Rate in
effect  on the  Commencement  Date of the  Schedule  for  such  item  minus  two
percentage points.

10. TAX  BENEFITS  INDEMNITY:  (a) The Lease has been  entered into on the basis
that  Lessor  shall be  entitled  to such  deductions,  credits,  and  other tax
benefits as are provided by federal, state, and local income tax law to an owner
of the  Equipment  (the  "Tax  Benefits")  including,  without  limitation:  (1)
modified  accelerated  cost recovery  deductions on each item of Equipment under
Section 168 of the Code (as defined  below) in an amount  determined  commencing
with the taxable year in which the Commencement Date of the applicable  Schedule
occurs, using the maximum allowable  depreciation method available under Section
168 of the Code, using a recovery period (as defined in Section 168 of the Code)
reasonably  determined by Lessor,  and using an initial  adjusted basis which is
equal to the Lessor's Cost of such item; (2)  amortization  of the expenses paid
by Lessor in connection with the Lease on a straight-line basis over the term of
the applicable Schedule; and (3) Lessor's federal taxable income will be subject
to the  maximum  rate  on  corporations  in  effect  under  the  Code  as of the
Commencement Date of the applicable Schedule.
   (b) If on any one or more occasions (1) Lessor shall lose,  shall not have or
shall  lose the  right to claim all or any part of the Tax  Benefits,  (2) there
shall be reduced, disallowed,  recalculated or recaptured all or any part of the
Tax Benefits,  or (3) all or any part of the Tax Benefits is reduced by a change
in law or regulation  (each of the events  described in subparagraphs 1, 2, or 3
of this paragraph (b) will be referred to as a "Tax Loss"),  then,  upon 30 days
written  notice by Lessor to Lessee that a Tax Loss has  occurred,  Lessee shall
pay Lessor an amount which,  in the  reasonable  opinion of Lessor and after the
deduction of all taxes required to be paid by Lessor with respect to the receipt
of such amount,  will provide  Lessor with the same after-tax net economic yield
which was originally  anticipated by Lessor as of the  Commencement  Date of the
applicable Schedule.
   (c) Tax Loss shall occur upon the earliest of: (1) the happening of any event
(such as disposition  or change in use of an item of Equipment)  which may cause
such Tax Loss; (2) Lessor's  payment to the applicable  taxing  authority of the
tax increase resulting from such Tax Loss; or (3) the adjustment of Lessor's tax
return to reflect such Tax Loss.
   (d) Lessor  shall not be entitled to payment  under this  section for any Tax
Loss caused solely by one or more of the following  events:  (1) a disqualifying
sale or  disposition  of an item of  Equipment by Lessor prior to any default by
Lessee;  (2)  Lessor's  failure to timely or properly  claim the Tax Benefits in
Lessor's  tax  return;  (3) a  disqualifying  change in the  nature of  Lessor's
business or liquidation thereof; (4) a foreclosure by any person holding through
Lessor a security  interest on an item of Equipment  which  foreclosure  results
solely from an act of Lessor; or (5) Lessor's failure to have sufficient taxable
income or tax liability to utilize the Tax Benefits.
   (e) "Code" shall mean the Internal Revenue Code of 1986, as amended.  For the
purposes of this section 10, the term "Lessor" shall include any affiliate group
(within the meaning of section 1504 of the Code) of which Lessor is a member for
any year in which a consolidated  income tax return is filed for such affiliated
group.  Lessee's  obligations  under this section shall survive the  expiration,
cancellation, or termination of the Lease.

11. GENERAL TAX INDEMNITY: Lessee will pay, and will defend, indemnify, and hold
Lessor harmless on an after-tax basis from, any and all Taxes (as defined below)
and  related  audit  and  contest  expenses  on or  relating  to (a)  any of the
Equipment,  (b)  the  Lease,  (c)  purchase,   acceptance,   ownership,   lease,
possession, use, operation, transportation,  return, or other disposition of any
of the Equipment,  and (d) rentals or earnings  relating to any of the Equipment
or the Lease.  "Taxes"  means  present  and future  taxes or other  governmental
charges  that are not  based  on the net  income  of  Lessor,  whether  they are
assessed to or payable by Lessee or Lessor,  including,  without  limitation (i)
sales, use, excise, licensing,  registration,  titling, franchise,  business and
occupation,  gross receipts,  stamp and personal  property  taxes,  (ii) levies,
imposts, duties, assessments,  charges and withholdings, (iii) penalties, fines,
and  additions to tax and (iv) interest on any of the  foregoing.  Unless Lessor
elects otherwise,  Lessor will prepare and file all reports and returns relating
to any Taxes and will pay all Taxes to the appropriate taxing authority.  Lessee
will reimburse Lessor for all such payments promptly on request. On or after any
applicable assessment/levy/lien date for any personal property Taxes relating to
any  Equipment,  Lessee  agrees that upon Lessor's  request  Lessee shall pay to
Lessor the personal property Taxes which Lessor  reasonably  anticipates will be
due,  assessed,  levied or otherwise  imposed on any Equipment  during its Lease
Term. If Lessor elects in writing,  Lessee will itself prepare and file all such
reports and returns,  pay all such Taxes directly to the taxing  authority,  and
send Lessor  evidence  thereof.  Lessee's  obligations  under this section shall
survive the expiration, cancellation, or termination of the Lease.

12.  GENERAL  INDEMNITY:  Lessee  assumes all risk and liability  for, and shall
defend,  indemnify and keep Lessor  harmless on an after-tax basis from, any and
all liabilities,  obligations,  losses,  damages,  penalties,  claims,  actions,
suits, costs and expenses,  including reasonable attorney fees and expenses,  of
whatsoever kind and nature imposed on, incurred by, or asserted  against Lessor,
in any way relating to or arising out of the manufacture,  purchase, acceptance,
rejection,  ownership,  possession, use, selection,  delivery, lease, operation,
condition,  sale,  return  or other  disposition  of the  Equipment  or any part
thereof  (including,  without  limitation,  any claim  under  any  environmental
protection  or  hazardous  waste  law and any claim for  patent,  trademark,  or
copyright infringement). Lessee will not indemnify Lessor under this section for
loss or liability  arising from events which occur after the  Equipment has been
returned to Lessor or for loss or  liability  caused  directly and solely by the
gross negligence or willful misconduct of Lessor. In this section, "Lessor" also
includes any director, officer, employee, agent, successor, or assign of Lessor.
Lessee's   obligations   under  this  section  shall  survive  the   expiration,
cancellation, or termination of the Lease.

13. PERSONAL  PROPERTY:  Lessee represents and agrees that the Equipment is, and
shall at all times  remain,  separately  identifiable  personal  property.  Upon
Lessor's request,  Lessee shall furnish Lessor a landlord's  and/or  mortgagee's
waiver and consent to remove all  Equipment.  Lessor may  display  notice of its
interest in the  Equipment by any  reasonable  identification.  Lessee shall not
alter or deface any such indicia of Lessor's interest.

14. DEFAULT:  Each of the following  events shall constitute an event of default
under the Lease:  (a) Lessee fails to pay any rent or other amount due under the
Lease within ten days of its due date; or (b) Lessee fails to perform or observe
any of its  obligations in Sections 8, 18, or 22 hereof;  or (c) Lessee fails to
perform or observe  any of its other  obligations  in the Lease for more than 30
days after Lessor notifies  Lessee of such failure;  or (d) Lessee or any Lessee
affiliate defaults in the payment,  performance, or observance of any obligation
under  any  loan,  credit  agreement  or  other  lease in  which  Lessor  or any
subsidiary  (direct or  indirect)  of Banc One  Corporation  (which is  Lessor's
ultimate parent  corporation)  is the creditor or lessor;  or (e) any statement,
representation  or warranty  made by Lessee in the Lease,  in any Schedule or in
any document,  certificate or financial  statement in connection  with the Lease
proves at any time to have been untrue or misleading in any material  respect as
of the time when made; or (f) Lessee  becomes  insolvent or bankrupt,  or Lessee
admits  its  inability  to pay its  debts as they  mature,  or  Lessee  makes an
assignment for the benefit of creditors,  or Lessee  applies for,  institutes or
consents to the  appointment  of a  receiver,  trustee or similar  official  for
Lessee or any substantial part of its property or any such official is appointed
without Lessee's consent, or Lessee applies for, institutes,  or consents to any
bankruptcy, insolvency, reorganization, debt moratorium, liquidation, or similar
proceeding  relating to Lessee or any substantial part of its property under the
laws of any  jurisdiction  or any such  proceeding is instituted  against Lessee
without stay or dismissal  for more than 30 days,  or Lessee  commences  any act
amounting to a business failure or a winding up of its affairs, or Lessee ceases
to do business as a going concern;  or (g) with respect to any guaranty,  letter
of credit, pledge agreement,  security agreement,  mortgage, deed of trust, debt
subordination agreement, or other credit enhancement or credit support agreement
(whether  now existing or  hereafter  arising)  signed or issued by any party in
connection  with all or any part of Lessee's  obligations  under the Lease,  the
party  signing  or  issuing  any  such  agreement  defaults  in its  obligations
thereunder or any such  agreement  shall cease to be in full force and effect or
shall be declared  to be null,  void,  invalid,  or  unenforceable  by the party
signing or issuing it; or (h) there shall occur in Lessor's  reasonable  opinion
any material adverse change in the financial condition,  business, or operations
of Lessee.
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14. DEFAULT (continued):
As used in this  section  14, the term  "Lessee"  also  includes  any  guarantor
(whether  now  existing  or  hereafter  arising)  of all or any part of Lessee's
obligations under the Lease and/or any issuer of a letter of credit (whether now
existing  or  hereafter  arising)  relating  to  all  or any  part  of  Lessee's
obligations  under the Lease, and the term "Lease" also includes any guaranty or
letter of credit (whether now existing or hereafter  arising) relating to all or
any part of Lessee's obligations under the Lease.

15. REMEDIES:  If any event of default exists,  Lessor may exercise in any order
one or more of the  remedies  described in the  lettered  subparagraphs  of this
section, and Lessee shall perform its obligations imposed thereby:
   (a) Lessor may require  Lessee to return any or all  Equipment as provided in
the Lease.
   (b) Lessor or its agent may repossess any or all  Equipment  wherever  found,
may enter the premises  where the  Equipment is located and  disconnect,  render
unusable  and remove it, and may use such  premises  without  charge to store or
show the Equipment for sale.
   (c) Lessor may sell any or all Equipment at public or private  sale,  with or
without advertisement or publication, may re-lease or otherwise dispose of it or
may use, hold or keep it.
   (d) Lessor may require Lessee to pay to Lessor on a date specified by Lessor,
with  respect to any or all  Equipment  (i) all  accrued and unpaid  rent,  late
charges and other amounts due under the Lease on or before such date,  plus (ii)
as liquidated damages for loss of a bargain and not as a penalty, and in lieu of
any further payments of rent, the Stipulated Loss Value of the Equipment on such
date,  plus (iii)  interest  at the Overdue  Rate on the total of the  foregoing
("Overdue  Rate" means an interest  rate per annum equal to the higher of 18% or
2% over the  Prime  Rate,  but not to  exceed  the  highest  rate  permitted  by
applicable  law).  The  parties  acknowledge  that the  foregoing  money  damage
calculation  reasonably  reflects Lessor's  anticipated loss with respect to the
Equipment and the related Lease resulting from the event of default. If an event
of default  under  section 14 (f) of this Master Lease  Agreement  exists,  then
Lessee will be  automatically  liable to pay Lessor the foregoing  amounts as of
the next rent payment date unless Lessor otherwise elects in writing.
   (e) Lessee  shall pay all costs,  expenses  and  damages  incurred  by Lessor
because of the event of default or its actions  under this  section,  including,
without limitation any collection agency and/or attorney fees and expenses,  any
costs related to the repossession, safekeeping, storage, repair, reconditioning,
or disposition of the Equipment and any incidental and consequential damages.
   (f) Lessor may  terminate the Lease and/or any or all  Schedules,  may sue to
enforce  Lessee's  performance  of its  obligations  under the Lease  and/or may
exercise any other right or remedy then available to Lessor at law or in equity.
     Lessor is not required to take any legal  process or give Lessee any notice
before  exercising  any of the above  remedies.  None of the above  remedies  is
exclusive,  but each is cumulative and in addition to any other remedy available
to Lessor.  Lessor's  exercise of one or more  remedies  shall not  preclude its
exercise of any other  remedy.  No action taken by Lessor shall  release  Lessee
from any of its obligations to Lessor. No delay or failure on the part of Lessor
to exercise any right  hereunder  shall operate as a waiver  thereof,  nor as an
acquiescence  in any  default,  nor shall any single or partial  exercise of any
right  preclude any other  exercise  thereof or the exercise of any other right.
After any default,  Lessor's acceptance of any payment by Lessee under the Lease
shall not constitute a waiver by Lessor of such default,  regardless of Lessor's
knowledge  or lack of  knowledge  at the time of such  payment,  and  shall  not
constitute  a  reinstatement  of the  Lease if the Lease  has been  declared  in
default by Lessor,  unless  Lessor has agreed in writing to reinstate  the Lease
and to waive the default.
     If Lessor actually repossesses any Equipment, then it will use commercially
reasonable  efforts under the then current  circumstances to attempt to mitigate
its damages; provided, that Lessor shall not be required to sell, or re-lease or
otherwise dispose of any Equipment prior to Lessor enforcing any of the remedies
described  above.  Lessor may sell or re-lease  the  Equipment  in any manner it
chooses,  free and clear of any claims or rights of Lessee and  without any duty
to account to Lessee with respect  thereto,  except as provided below. If Lessor
actually  sells or re-leases the  Equipment,  it will credit the net proceeds of
any sale of the  Equipment,  or the net present  value  (discounted  at the then
current Prime Rate) of the rents  payable under any new lease of the  Equipment,
against and up to (but not exceeding) the Stipulated Loss Value of the Equipment
and any other amounts Lessee owes Lessor, or will reimburse Lessee for and up to
(but not exceeding) Lessee's payment thereof. The term "net" as used above shall
mean such amount after deducting the costs and expenses  described in clause (e)
above of this  section.  If Lessor elects in writing not to sell or re-lease any
Equipment,  it will similarly credit or reimburse Lessee for Lessor's reasonable
estimate of such Equipment's Fair Market Value.

16.  LESSOR'S  RIGHT TO PERFORM:  If Lessee fails to make any payment  under the
Lease or fails to perform any of its other  agreements in the Lease  (including,
without limitation, its agreement to provide insurance coverage as stated in the
Lease),  Lessor may itself make such payment or perform such agreement,  and the
amount of such  payment  and the amount of the  expenses  of Lessor  incurred in
connection  with such payment or  performance  shall be deemed to be  additional
rent, payable by Lessor on demand.

17. FINANCIAL REPORTS:  Lessee agrees to furnish to Lessor: (a) annual financial
statements  setting  forth the  financial  condition and results of operation of
Lessee (financial  statements shall include the balance sheet,  income statement
and changes in financial  position and all notes thereto) within 120 days of the
end of each fiscal year of Lessee;  (b) quarterly  financial  statements setting
forth the financial  condition and results of operation of Lessee within 60 days
of the end of each of the first three  fiscal  quarters of Lessee;  and (c) such
other financial  information as Lessor may from time to time reasonably  request
including, without limitation, financial reports filed by Lessee with federal or
state regulatory agencies.  All such financial  information shall be prepared in
accordance with generally  accepted  accounting  principles.  If Lessee fails to
furnish the annual  financial  statements  to Lessor  within 30 days of Lessor's
written request, then Lessor may, at its option, charge Lessee a non-performance
fee equal to all the  rentals  due under  the Lease for the then  current  month
(unless  otherwise  prohibited  by law) and such  fees  shall  be  deemed  to be
additional rent, payable by Lessee on demand.

18. NO CHANGES IN LESSEE:  Lessee shall not: (a) liquidate,  dissolve or suspend
business;  (b) sell,  transfer or otherwise  dispose of all or a majority of its
assets,  except that Lessee may sell its inventory in the ordinary course of its
business;  (c) enter into any merger,  consolidation  or similar  reorganization
unless it is the surviving corporation; (d) transfer all or any substantial part
of its  operations  or assets  outside of the United  States of America;  or (e)
without 30 days advance written notice to Lessor, change its name or chief place
of business. Lessee shall at all times maintain a tangible net worth which is no
less than the  greater  of 75% of its  tangible  net worth as of the date of the
Master Lease Agreement or 75% of its highest tangible net worth thereafter.

19. LATE  CHARGES:  If any rent or other amount  payable  under the Lease is not
paid when due, then as compensation  for the  administration  and enforcement of
Lessee's  obligation to make timely  payments,  Lessee shall pay with respect to
each overdue payment on demand an amount equal to the greater of fifteen dollars
($15.00) or five  percent  (5%) of each  overdue  payment (but not to exceed the
highest late charge permitted by applicable law) plus any collection agency fees
and expenses.

20. NOTICES; POWER OF ATTORNEY: (a) Service of all notices under the Lease shall
be sufficient if given  personally or couriered or mailed to the party  involved
at its  respective  address  set forth  herein or at such other  address as such
party may provide in writing from time to time.  Any such notice  mailed to such
address  shall be effective  three days after  deposit in the United States mail
with postage  prepaid.  (b) With respect to any power of attorney covered by the
Lease,  the powers  conferred  on Lessor  thereby:  are powers  coupled  with an
interest;  are irrevocable;  are solely to protect Lessor's  interests under the
Lease;  and do not impose any duty on Lessor to  exercise  such  powers.  Lessor
shall be accountable  solely for amounts it actually receives as a result of its
exercise of such powers.

21.  ASSIGNMENT  BY LESSOR:  Lessor and any assignee of Lessor,  with or without
notice to or consent of Lessee, may sell,  assign,  transfer or grant a security
interest in all or any part of Lessor's rights,  obligations,  title or interest
in the Equipment, the Lease, any Schedule or the amounts payable under the Lease
or any Schedule to any entity  ("transferee").  The transferee  shall succeed to
all of Lessor's rights in respect to the Lease (including,  without  limitation,
all rights to insurance and indemnity protection described in the Lease). Lessee
agrees to sign any  acknowledgment and other documents  reasonably  requested by
Lessor or the  transferee  in  connection  with any such  transfer  transaction.
Lessee,  upon receiving  notice of any such transfer  transaction,  shall comply
with the terms and  conditions  thereof.  Lessee agrees that it shall not assert
against any transferee any claim,  defense,  setoff,  deduction or  counterclaim
which Lessee may now or hereafter be entitled to assert against  Lessor.  Unless
otherwise agreed in writing,  the transfer  transaction shall not relieve Lessor
of any of its  obligations  to Lessee under the Lease and Lessee agrees that the
transfer  transaction  shall not be  construed  as being an  assumption  of such
obligations by the transferee.

22. NO  ASSIGNMENT,  SUBLEASE OR LIEN BY LESSEE:  LESSEE SHALL NOT,  DIRECTLY OR
INDIRECTLY,  (a) MORTGAGE,  ASSIGN, SELL, TRANSFER,  OR OTHERWISE DISPOSE OF THE
LEASE OR ANY  INTEREST  THEREIN OR THE  EQUIPMENT  OR ANY PART  THEREOF,  OR (b)
SUBLEASE,  RENT, LEND OR TRANSFER POSSESSION OR USE OF THE EQUIPMENT OR ANY PART
THEREFOR TO ANY PARTY, OR (c) CREATE, INCUR, GRANT, ASSUME OR ALLOW TO EXIST ANY
LIEN ON THE LEASE, ANY SCHEDULE, THE EQUIPMENT OR ANY PART THEREOF.
                                  Page 3 of 4
<PAGE>
23.  EXPIRATION  OF LEASE TERM:  (a) At least 90 days (or  earlier if  otherwise
specified),  but no more than 270 days prior to  expiration of the Lease Term of
each  Schedule,  Lessee shall give Lessor  written notice of its electing one of
the following  options for all (but not less than all) of the Equipment  covered
by such Schedule:  return the Equipment  under clause (b) below; or purchase the
Equipment  under  clause  (c)  below.   The  election  of  an  option  shall  be
irrevocable.  If Lessee fails to give timely notice of its election, it shall be
deemed to have elected to return the Equipment.
   (b) If Lessee  elects or is deemed to have elected to return the Equipment at
the expiration of the Lease Term of a Schedule, or if Lessee is obligated at any
time to return the Equipment,  then Lessee shall,  at its sole expense and risk,
deinstall,  disassemble, pack, crate, insure, and return the Equipment to Lessor
(all in accordance  with applicable  industry  standards) at any location in the
continental  United States of America selected by Lessor. The Equipment shall be
in the same  condition as when received by Lessee,  reasonable  wear,  tear, and
depreciation  resulting  from normal and proper use excepted (or, if applicable,
in the same  condition as when  received by Lessee,  reasonable  wear,  tear and
depreciation  resulting  from normal and proper use excepted (or, if applicable,
in the  condition  set  forth in the  Lease or the  Schedule),  shall be in good
operating order and maintenance as required by the Lease,  shall be certified as
being eligible for any available  manufacturer's  maintenance program,  shall be
free and clear of any Liens as  required  by the Lease,  shall  comply  with all
applicable laws and  regulations and shall include all manuals,  specifications,
repair and  maintenance  records  and  similar  documents.  Until  Equipment  is
returned as required  above,  all terms of the Lease shall  remain in full force
and effect including, without limitation, obligations to pay rent and insure the
Equipment; provided, that after the expiration of any Schedule and before Lessee
has completed  its return of the Equipment or its purchase  option (if elected),
the  term of the  lease  of the  Equipment  covered  by such  Schedule  shall be
month-to-month or such shorter period as may be specified by Lessor.
   (c) If  Lessee  gives  Lessor  timely  notice  of its  election  to  purchase
Equipment,  then on the expiration date of the applicable  Schedule Lessee shall
purchase  all (but not less than all) of the  Equipment  and shall pay to Lessor
the Fair Market Value of the  Equipment  plus all Taxes (other than income taxes
on Lessor's gains on such sale),  costs and expenses  incurred or paid by Lessor
in  connection  with such sale plus all  accrued  but  unpaid  amounts  due with
respect to the  Equipment  and/or the  Schedule.  The  Stipulated  Loss Value or
Economic  Value of any item of  Equipment  shall have no bearing or influence on
the  determination  of Fair Market Value under this clause (c).  Upon payment in
full of the above  amounts,  and if no default has  occurred  and is  continuing
under the Lease, Lessor shall transfer title to such Equipment to Lessee "as-is,
where-is"  with all faults  and  without  recourse  to Lessor  and  without  any
representation or warranty of any kind whatsoever by Lessor, express or implied.
   (d) For purposes of the purchase option of the Lease,  the  determination  of
the Fair Market Value of any Equipment shall be determined (1) without deducting
any  costs of  dismantling  or  removal  from the  location  of use,  (2) on the
assumption  that the  Equipment is in the condition  required by the  applicable
return  and  maintenance  provisions  of the  Lease and is free and clear of any
Liens as required by the Lease,  and (3) shall be determined by mutual agreement
of Lessee  and  Lessor  or, if Lessor  and  Lessee are not able to agree on such
value, by the Appraisal Procedure. "Appraisal Procedure" means the determination
of Fair  Market  Value by an  independent  appraiser  acceptable  to Lessor  and
Lessee,  or, if the parties are unable to agree on an acceptable  appraiser,  by
averaging  the valuation  (disregarding  the one which differs the most from the
other two) of three independent  appraisers,  the first appointed by Lessor, the
second appointed by Lessee, and the third appointed by the first two appraisers.
For purposes of the "Remedies" section of the Lease, the Fair Market Value shall
be determined by Lessor in good faith and any such valuation shall be on an "as-
is,  where is" basis  without  regard to the first  sentence of this clause (d).
Lessee, at its sole expense, shall pay all fees, costs and expenses of the above
described appraisers.

24.  GOVERNING LAW: THE  INTERPRETATION,  CONSTRUCTION AND VALIDITY OF THE LEASE
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF OHIO.  WITH  RESPECT TO ANY ACTION
BROUGHT BY LESSOR AGAINST LESSEE TO ENFORCE ANY TERM OF THE LEASE, LESSEE HEREBY
IRREVOCABLY CONSENTS TO THE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT
IN THE FRANKLIN  COUNTY,  OHIO, WHERE LESSOR HAS ITS PRINCIPAL PLACE OF BUSINESS
AND WHERE PAYMENTS ARE TO BE MADE BY LESSEE.

25.  MISCELLANEOUS:  (a) Subject to the limitations  herein,  the Lease shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs,  administrators,  successors and assigns. (b) This Master Lease Agreement
and each Schedule may be executed in any number of counterparts,  which together
shall  constitute a single  instrument.  Only one  counterpart  of each Schedule
shall be marked "Lessor's  Original" and all other  counterparts shall be marked
"Duplicate". A security interest in any Schedule may be created through transfer
and possession only of the counterpart  marked "Lessor's  Original." (c) Section
and paragraph  headings in this Master Lease Agreement and the Schedules are for
convenience  only and have no  independent  meaning.  (d) The terms of the Lease
shall be severable and if any term thereof is declared unconscionable,  invalid,
illegal or void,  in whole or in part,  the  decision  so  holding  shall not be
construed as impairing the other terms of the Lease and the Lease shall continue
in full force and effect as if such  invalid,  illegal,  void or  unconscionable
term were not  originally  included  herein.  (e) All indemnity  obligations  of
Lessee under the Lease and all rights,  benefits,  and  protections  provided to
Lessor by warranty  disclaimers  shall survive the  cancellation,  expiration or
termination  of the  Lease.  (f)  Lessor  shall not be liable to Lessee  for any
indirect,  consequential, or special damages for any reason whatsoever. (g) Each
payment  made by Lessee  shall be  applied  by  Lessor in such  manner as Lessor
determines in its discretion which may include, without limitation,  application
as follows: first, to accrued late charges;  second, to accrued rent; and third,
the balance to any other amounts then due and payable by Lessee under the Lease.
(h) If the Lease is signed by more than one Lessee,  each of such Lessees  shall
be jointly and severally  liable for payment and  performance of all of Lessee's
obligations under the Lease.

26.  ENTIRE  AGREEMENT:  THE LEASE  REPRESENTS  THE FINAL,  COMPLETE  AND ENTIRE
AGREEMENT BETWEEN THE PARTIES HERETO.  THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS
OR  UNDERSTANDINGS  AFFECTING  THE LEASE OR THE  EQUIPMENT.  Lessee  agrees that
Lessor is not the agent of any manufacturer or supplier, that no manufacturer or
supplier  is an agent of  Lessor,  and that  any  representation,  warranty,  or
agreement  made  by  a  manufacturer,   supplier,  or  their  employees,   sales
representatives, or agents shall not be binding on Lessor.

27. JURY WAIVER:  ALL PARTIES TO THIS MASTER LEASE AGREEMENT WAIVE ALL RIGHTS TO
TRIAL BY JURY IN ANY ACTION,  PROCEEDING  OR  COUNTERCLAIM  BROUGHT BY ANY PARTY
AGAINST ANY OTHER PARTY ON ANY MATTER  WHATSOEVER  ARISING OUT OF, IN CONNECTION
WITH OR IN ANY WAY RELATED TO THIS MASTER LEASE AGREEMENT.

                                       CERPROBE CORPORATION

BANC ONE LEASING CORPORATION           -----------------------------------------
                                                  (Name of Lessee)
Lessor






By:                                    By: /s/ Randal L. Buness
   -----------------------------          --------------------------------------
Title:                                 Title:  Vice President & Chief Financial
      --------------------------             -----------------------------------
                                              Officer
                                       Lessee's Witness:/s/ Roseann L. Tavarozzi
                                                        ------------------------

Regardless of any prior,  present or future oral agreement or course of dealing,
no term or condition of the Lease may be amended,  modified, waived, discharged,
cancelled or terminated except by a written instrument signed by the party to be
bound;  except Lessee  authorizes Lessor to complete the Acceptance Date of each
Schedule and the serial numbers of any Equipment.

                                        CERPROBE CORPORATION

                                        ----------------------------------------
                                                  (Name of Lessee)


                                        By: /s/ Randal L. Buness
                                           -------------------------------------

                                        Title:  Vice President & Chief Financial
                                              ----------------------------------
                                                Officer
                                  Page 4 of 4
<PAGE>
                      CORPORATE MASTER LEASE ACKNOWLEDGMENT


State of    Arizona                 :
        --------------------        :  ss
County of   Maricopa                :
         -------------------

The above mentioned foregoing instrument,  was acknowledged before me this 5/16,
1997 by (Officers' Name) Randal L. Buness,  (Officer's  Title) V.P. & C.F.O., of
CERPROBE CORPORATION, a DELAWARE corporation, on behalf of the corporation.

                                              /s/ Laura M. Back
                                              ----------------------------------
                                              Notary Public

                                              Commission Expires   July 14, 1997