AMENDED AND RESTATED OPERATING AGREEMENT

                                       OF

                             UPSYS-CERPROBE, L.L.C.

                                 by and between

                              CERPROBE CORPORATION
                             a Delaware corporation

                                       and

                                      UPSYS
                              a French corporation
                                (societe anonyme)

                                   as Members






                          Dated as of February 12, 1997
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                                TABLE OF CONTENTS
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                                                                         Page No

ARTICLE I       Formation  . . . . . . . . . . . . . . . . . . . . . . . . . .1

         1.1           Formation . . . . . . . . . . . . . . . . . . . . . . .1
         1.2           Intent  . . . . . . . . . . . . . . . . . . . . . . . .1
         1.3           Definitions . . . . . . . . . . . . . . . . . . . . . .2
         1.4           Effective Date. . . . . . . . . . . . . . . . . . . . .2
                                     
ARTICLE II      General Provisions                                            2

         2.1           Name. . . . . . . . . . . . . . . . . . . . . . . . . .2
         2.2           Principal Office and Place of Business. . . . . . . . .2
         2.3           Company Purposes. . . . . . . . . . . . . . . . . . . .2
         2.4           The Products. . . . . . . . . . . . . . . . . . . . . .2
         2.5           Term. . . . . . . . . . . . . . . . . . . . . . . . . .3
         2.6           Agent for Service of Process. . . . . . . . . . . . . .3
         2.7           Territory . . . . . . . . . . . . . . . . . . . . . . .3

ARTICLE III     Capital Contributions. . . . . . . . . . . . . . . . . . . . .3

         3.1           Capital Contributions by the Members. . . . . . . . . .3
         3.2           Additional Capital Contributions. . . . . . . . . . . .3
         3.3           Member Loans. . . . . . . . . . . . . . . . . . . . . .3
         3.4           Debt/Equity Ratio . . . . . . . . . . . . . . . . . . .4

ARTICLE IV      Source and Uses of Cash Flow . . . . . . . . . . . . . . . . .4

         4.1           Amount and Time of Distributions. . . . . . . . . . . .4
         4.2           Distributions of Available Cash Flow. . . . . . . . . .5
         4.3           Distribution Upon Withdrawal. . . . . . . . . . . . . .5
         4.4           Return of Capital . . . . . . . . . . . . . . . . . . .5

ARTICLE V       Profits and Losses . . . . . . . . . . . . . . . . . . . . . .5

         5.1           Profit and Loss Allocations . . . . . . . . . . . . . .5
         5.2           Special Tax Allocations . . . . . . . . . . . . . . . .5
         5.3           Recharacterization of Fees or Distributions . . . . . .6
                                      -i-
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         5.4           Allocation of Profits and Losses and Distributions
                         in Respect of Transferred Interest. . . . . . . . . .7
         5.5           Knowledge of Tax Consequences . . . . . . . . . . . . .7

ARTICLE VI      Management . . . . . . . . . . . . . . . . . . . . . . . . . .7

         6.1           Manager-Managed . . . . . . . . . . . . . . . . . . . .7
         6.2           Rights and Powers of the Manager. . . . . . . . . . . .7
         6.3           Duties and Responsibilities of the Manager. . . . . . .9
         6.4           Actions Requiring a Vote. . . . . . . . . . . . . . . .10
         6.5           Related Agreements; Legal Opinion . . . . . . . . . . .12
         6.6           Consents and Approvals. . . . . . . . . . . . . . . . .12
         6.7           Filing of Documents . . . . . . . . . . . . . . . . . .12
         6.8           Indemnification and Liability . . . . . . . . . . . . .12

ARTICLE VII     The Members. . . . . . . . . . . . . . . . . . . . . . . . . .14

         7.1           Meetings of the Members . . . . . . . . . . . . . . . .14
         7.2           Voting of the Members . . . . . . . . . . . . . . . . .14
         7.3           Other Business Interests of the Members . . . . . . . .15
         7.4           Transaction With Members or Affiliates. . . . . . . . .15
         7.5           Rights and Obligations of Members . . . . . . . . . . .15
         7.6           Defaulting Member . . . . . . . . . . . . . . . . . . .15
         7.7           NonCompetition. . . . . . . . . . . . . . . . . . . . .16

ARTICLE VIII    Books, Records, Reports and Accounting . . . . . . . . . . . .16

         8.1           Records . . . . . . . . . . . . . . . . . . . . . . . .16
         8.2           Fiscal Year and Accounting. . . . . . . . . . . . . . .16
         8.3           Statements and Reports. . . . . . . . . . . . . . . . .17
         8.4           Preparation of Tax Returns. . . . . . . . . . . . . . .17
         8.5           Tax Elections . . . . . . . . . . . . . . . . . . . . .17
         8.6           Tax Controversies . . . . . . . . . . . . . . . . . . .17
         8.7           Withholding and Tax Advances. . . . . . . . . . . . . .18
                                      -ii-
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ARTICLE IX      Transfers, Withdrawals, Deadlock . . . . . . . . . . . . . . .19

         9.1           Transfers . . . . . . . . . . . . . . . . . . . . . . .19
         9.2           Withdrawal of a Member. . . . . . . . . . . . . . . . .19
         9.3           Deadlock. . . . . . . . . . . . . . . . . . . . . . . .19
         9.4           Consequences of a Deadlock. . . . . . . . . . . . . . .20

ARTICLE X       Liquidation and Winding Up . . . . . . . . . . . . . . . . . .20

         10.1          Dissolution . . . . . . . . . . . . . . . . . . . . . .20
         10.2          Penalty in the Event of Breach of the Agreement . . . .21
         10.3          Effects of Dissolution. . . . . . . . . . . . . . . . .21
         10.4          Continuation of the Business of the Company
                         After Dissolution . . . . . . . . . . . . . . . . . .22
         10.5          Filing Upon Dissolution . . . . . . . . . . . . . . . .22
         10.6          Liquidation . . . . . . . . . . . . . . . . . . . . . .22
         10.7          Reasonable Time for Winding Up. . . . . . . . . . . . .23
         10.8          Deficit Capital Account . . . . . . . . . . . . . . . .23
         10.9          Articles of Termination . . . . . . . . . . . . . . . .23

ARTICLE XI      Change of Control. . . . . . . . . . . . . . . . . . . . . . .23

ARTICLE XII     Intellectual Property. . . . . . . . . . . . . . . . . . . . .24

         12.1          Ownership . . . . . . . . . . . . . . . . . . . . . . .24
         12.2          Proprietary Protection. . . . . . . . . . . . . . . . .24
         12.3          Confidential Information; Nondisclosure . . . . . . . .25
         12.4          Research and Development. . . . . . . . . . . . . . . .26

ARTICLE XIII    Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . .26

         13.1          Governing Law, Jurisdiction and Venue . . . . . . . . .26
         13.2          Notices . . . . . . . . . . . . . . . . . . . . . . . .26
         13.3          Severability. . . . . . . . . . . . . . . . . . . . . .26
         13.4          Binding Effect. . . . . . . . . . . . . . . . . . . . .27
         13.5          Titles and Captions . . . . . . . . . . . . . . . . . .27
         13.6          Pronouns and Plurals. . . . . . . . . . . . . . . . . .27
                                     -iii-
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         13.7          No Third Party Rights . . . . . . . . . . . . . . . . .27
         13.8          Time is of Essence. . . . . . . . . . . . . . . . . . .27
         13.9          Further Assurances. . . . . . . . . . . . . . . . . . .27
         13.10         Estoppel Certificates . . . . . . . . . . . . . . . . .27
         13.11         Schedules Included in Exhibits; Incorporation
                         by Reference. . . . . . . . . . . . . . . . . . . . .27
         13.12         Amendments. . . . . . . . . . . . . . . . . . . . . . .27
         13.13         Creditors . . . . . . . . . . . . . . . . . . . . . . .27
         13.14         Representations . . . . . . . . . . . . . . . . . . . .27
         13.15         Entire Agreement. . . . . . . . . . . . . . . . . . . .28
         13.16         Construction. . . . . . . . . . . . . . . . . . . . . .28
         13.17         Remedies Cumulative . . . . . . . . . . . . . . . . . .28
         13.18         Arbitration . . . . . . . . . . . . . . . . . . . . . .28

ARTICLE XIV     Definitions. . . . . . . . . . . . . . . . . . . . . . . . . .29
                                      -iv-
<PAGE>
                    AMENDED AND RESTATED OPERATING AGREEMENT
                                       OF
                             UPSYS-CERPROBE, L.L.C.

THIS  OPERATING  AGREEMENT  is  made  and  entered  into as of the  12th  day of
February,  1997, by and between  CERPROBE  CORPORATION,  a Delaware  corporation
("Cerprobe"),  and UPSYS, a French corporation  (societe anonyme) ("Upsys"),  as
Members.

RECITALS

A.       Upsys is a world leader in the  manufacturing and sale of advanced test
         probe  technology  through a line of products  known as the Upsys Cobra
         Probe.

B.       Upsys is engaged in, among other things,  the design,  engineering  and
         manufacture of the Products using the Upsys Technology.

C.       Cerprobe  is a leading  manufacturer  of probe  cards  and the  present
         exclusive  distributor  for the  Products in the United  States and the
         non-exclusive distributor of the Products in Asia.

D.       Cerprobe  and  Upsys  wish to form a joint  company  in order to engage
         exclusively in the assembly,  testing,  repair and  distribution of all
         versions of the Products in the Territory, as defined hereafter.

E.       Cerprobe  and Upsys  entered into an  operating  agreement  dated as of
         February 12, 1997 relating to the Company and want to amend and restate
         the operating agreement.

                                     ARTICLE
                                       I

                                    Formation

1.1      Formation.  Cerprobe, on behalf of the parties to this Agreement,  will
         form the  Company by filing  Articles of  Organization  pursuant to the
         Arizona Limited Liability Company Act (the "Act"), within five (5) days
         of the Effective Date of this  Agreement,  and the parties will operate
         the  Company  in  accordance  with the  terms  and  conditions  of this
         Agreement.  Upon the request of the Manager or as required by law,  the
         parties  shall  promptly  execute  all  amendments  of the  Articles of
         Organization  and all other  documents  that are  needed to enable  the
         Manager to accomplish all filing, recording,  publishing and other acts
         necessary  or  appropriate  to  comply  with all  requirements  for the
         formation and operation of the Company under the Act.

1.2      Intent. It is the intent of the Members that the Company be operated in
         a manner  consistent with its treatment as a "partnership"  for federal
         and state  income tax  purposes.  It is also the 
<PAGE>
         intent of the Members  that the Company not be operated or treated as a
         "partnership"  for  purposes  of  Section  303  of  the  United  States
         Bankruptcy Code. No Member shall take any action  inconsistent with the
         express intent of the parties hereto as set forth herein.

1.3      Definitions.  Capitalized  terms used in this  Agreement are defined in
         Article XIV.

1.4      Effective  Date.  This Agreement will become  effective (the "Effective
         Date") upon the  occurrence,  on or before May 30, 1997, of both of the
         following:  (1)  approval  by  each  party  of the  royalty  conditions
         proposed by IBM for the Products  assembled,  sold,  or repaired by the
         Company;  and (2) approval by each party of the First Approved Plan and
         Budget.  The parties shall evidence such  agreements in a letter signed
         by each party. If the foregoing approvals do not occur on or before May
         30, 1997,  this Agreement shall terminate and be of no further force or
         effect,  all  without  any  liability  of either  party to the other in
         connection herewith.

                                     ARTICLE
                                       II

                               General Provisions

2.1      Name. The name of the Company shall be "Upsys-Cerprobe, L.L.C." or such
         other name as the Members unanimously from time to time shall select.

2.2      Principal Office and Place of Business.  The Principal Office and place
         of  business  of the  Company  shall be located  at 600 South  Rockford
         Drive,  Tempe,  Arizona  85281,  or such  other  place  as the  Members
         unanimously from time to time shall determine.

2.3      Company Purposes. The Company is being formed to assemble, test, repair
         and distribute the Products, designed and manufactured by Upsys, in the
         American  Territory  and in the  Asian  Territory,  under  the terms of
         Article 2.7 hereafter.

2.4      The  Products.  The Products  utilize Upsys  Technology  and consist of
         three   elements:   (i)  the  probes  formed  in  an  arc,  (ii)  space
         transformers  and  (iii)  printed  circuit  boards,   used  in  probing
         semiconductor   wafers   (the   "Product   Components").   Upsys  shall
         exclusively be responsible for the design,  engineering and manufacture
         of the Products and Product Components as a function of client demands.
         Certain elements of the Products and Product Components (in particular,
         custom-designed  space transformers and the printed circuit boards) may
         be  supplied  to Upsys by  Cerprobe  or by other  suppliers,  or may be
         provided  to  Upsys  by  the  clients  as  agreed  to by  Upsys,  after
         consultation with Cerprobe, as a function of the client's needs.
                                      -2-
<PAGE>
2.5      Term.  The term of the  Company  shall  commence  on the  filing of the
         Articles of Organization,  the form of which is set forth in Exhibit A,
         and shall continue until  dissolved in accordance  with Section 10.1 of
         this Agreement.

2.6      Agent for  Service of  Process.  The name and  business  address of the
         Agent for Service of Process for the Company is John B.  Furman,  Esq.,
         O'Connor, Cavanagh, Anderson,  Killingsworth & Beshears, P.A., One East
         Camelback  Road,  Suite 1100,  Phoenix,  Arizona  85012,  or such other
         person as the Members shall appoint from time to time.

2.7      Territory.  The Company  shall  assemble  the  Products in the American
         Territory and shall have the right to  distribute  the Products only as
         provided in the Supply Agreement and Distribution Agreement. Due to the
         rapid expansion of the market in the Asian Territory, the parties agree
         that it may be necessary for the requirements of the Company's business
         that a separate  structure be established in the Asian  Territory.  The
         parties  agree  that  if it is  determined  during  the  term  of  this
         Agreement  that such a separate  structure  is  necessary  in the Asian
         Territory,  they shall enter into discussions with a local partner. The
         parties  agree  that  in  such  case,  the  Supply  Agreement  and  the
         Distribution Agreement shall be modified accordingly.

                                     ARTICLE
                                      III

                              Capital Contributions

3.1      Capital  Contributions by the Members.  Within fifteen (15) days of the
         Effective Date, the Members shall make initial Capital Contributions to
         the Company as follows:

         Member                                          Amount
         ------                                          ------

         Cerprobe        ________________________        US$122,100

         Upsys           ________________________        US$100,000

3.2      Additional  Capital  Contributions.  The Members shall make  additional
         Capital   Contributions   pro  rata  based  upon  their   Participating
         Percentages as  unanimously  agreed to by the Members on a case-by-case
         basis.

3.3      Member Loans.

3.4      (a)      Initial  Member Loan.  Upon the formation of the Company,  the
                  Members  shall  collectively  lend to the  Company  a total of
                  $200,000  (the  "Initial  Member  Loan").  Each  Member  shall
                  advance an amount equal to the total loan amount multiplied by
                  such Member's Participating Percentage.
                                      -3-
<PAGE>
         (b)      Terms of Initial  Member  Loan.  Unless the Members  otherwise
                  agree,  the  Initial  Member  Loan shall bear  interest at the
                  Prime Rate plus two  percentage  points,  but not to exceed 12
                  percent per annum,  shall  compound  annually,  shall be fully
                  recourse,  shall have a term not to exceed three years,  shall
                  be  prepayable in whole or part at any time without a penalty,
                  and shall be evidenced by a  promissory  note  executed by the
                  Manager on behalf of the  Company  which  shall  contain  such
                  other terms and conditions as are commercially  reasonable and
                  agreed to by the Members.

         (c)      Repayment  of Member  Loans.  Unless  otherwise  agreed by the
                  Members,  the amount of principal and interest  payable on the
                  Initial Member Loan shall be paid from  available  funds prior
                  to any  distribution  to the Members  pursuant to Section 4.2.
                  All payments with respect to the Initial  Member Loan shall be
                  treated as first reducing accrued interest and then principal.
                  The Company  shall make  payments to the Members in proportion
                  to the amount of principal  that each Member has advanced with
                  respect to the Initial Member Loan.

3.4      Debt/Equity  Ratio.  The Members will try to assure that the  Company's
         debt to equity  ratio does not exceed 1:1. If such debt to equity ratio
         exceeds  1:1,  the  Members  will meet and try to  establish  a plan to
         reduce the ratio.

                                     ARTICLE
                                       IV

                          Source and Uses of Cash Flow

4.1      Amount and Time of Distributions.  Distributions of Available Cash Flow
         shall be made from time to time as the  Members  deem  proper,  but not
         less frequently than annually,  as set forth in Section 4.2. Unless the
         Members  otherwise  agree,  no Available Cash Flow shall be distributed
         until all Member Loans are repaid in full.  "Available Cash Flow" means
         the gross cash  proceeds of the Company from any source less  principal
         and interest  payments on all Company debt  (including  Member  Loans),
         capital  improvements,   replacements  and  contingencies,   reasonable
         reserves for future expenses,  as specifically agreed to by each of the
         Members,  and any other ordinary and necessary fees, costs and expenses
         associated with the Company's  business,  including without limitation,
         inventory  costs,  lease payments,  taxes,  utilities,  maintenance and
         security for the Company's space at Cerprobe's  facility,  salaries and
         fringe benefit costs for Company employees, professional and accounting
         services,  and other administrative costs, all as set forth in a budget
         approved by the  Members.  Available  Cash Flow shall not be reduced by
         depreciation,  amortization or other similar non-cash  allowances,  and
         shall be increased by any reductions in reserves which, when previously
         established, reduced Available Cash Flow.
                                      -4-
<PAGE>
4.2      Distributions  of Available Cash Flow. The Available Cash Flow shall be
         distributed to the Members,  pro rata,  based upon their  Participating
         Percentages.

4.3      Distribution Upon Withdrawal.  No withdrawing  Member shall be entitled
         to receive any  distribution or the value of such Member's  Interest in
         the Company as a result of  withdrawal  from the  Company  prior to the
         liquidation  of the Company,  except as  specifically  provided in this
         Agreement.

4.4      Return of  Capital.  No Member  shall be  entitled to the return of, or
         interest on, that Member's Capital  Contributions except as provided in
         this Agreement.

                                     ARTICLE
                                       V

                               Profits and Losses

5.1      Profit and Loss  Allocations.  For each  Fiscal  Year,  the  Profits or
         Losses of the Company  shall be  allocated  to the  Members,  pro rata,
         based upon their Participating Percentages.

5.2      Special Tax Allocations.

         (a)      Qualified Income Offset. In the event any Member  unexpectedly
                  receives any adjustment,  allocation or distribution described
                  in paragraph  (4), (5) or (6) of Treasury  Regulation  section
                  1.704-1(b)(2)(ii)(d),  or any  other  event  creates a deficit
                  balance  in such  Member's  Capital  Account in excess of such
                  Member's share of the Company's minimum gain, items of Company
                  income and gain shall be specially allocated to the Members in
                  an amount and manner  sufficient to  eliminate,  to the extent
                  required by the Treasury  Regulations,  the  Adjusted  Capital
                  Account  Deficit  of  that  Member  as  quickly  as  possible.
                  "Adjusted  Capital Account  Deficit" means with respect to any
                  Member, the deficit balance,  if any, in that Member's Capital
                  Account as of the end of the relevant Fiscal Year, after given
                  effect  to the  following  adjustments:  (i)  credit  to  that
                  Capital  Account the amount by which that Member is  obligated
                  to restore or is deemed to be obligated to restore pursuant to
                  the  penultimate  sentences  of Treasury  Regulation  sections
                  1.704-  2(g)(1)  and  1.704-2(i)(5),  and  (ii)  debit to that
                  Capital Account the items described in paragraphs (4), (5) and
                  (6) of Treasury Regulation section 1.704-1(b)(2)(ii)(d).  This
                  definition of Adjusted  Capital Account Deficit is intended to
                  comply  with the  provisions  of Treasury  Regulation  section
                  1.704-1(b)(2)(ii)(d)  and  shall be  interpreted  consistently
                  therewith. Any special allocations of items of income and gain
                  pursuant to this Article  5.2(a) will be taken into account in
                  computing  subsequent  allocations of income and gain pursuant
                  to this  Article  V so  that  the net  amount  of any  item so
                  allocated  and the income,  gain and losses  allocated to each
                  Member  pursuant  to  this  Article  V  will,  to  the  extent
                  possible,  be equal to the net  amount  that  would  have
                                      -5-
<PAGE>
                  been  allocated  to each such Member  pursuant to this Article
                  5.2(a)  if  such   unexpected   adjustments,   allocations  or
                  distributions had not occurred.

         (b)      Nonrecourse  Deductions.  The allocations set forth in Section
                  5.1 are  intended  generally  to comply with  requirements  of
                  Treasury  Regulation  sections  1.704-1(b) and 1.704-2. If the
                  Company   incurs   "nonrecourse    deductions"   or   "partner
                  nonrecourse  deductions"  or if  there  is any  change  in the
                  Company's  "minimum  gain," as those terms are defined in such
                  Treasury  Regulations,  the allocation of Profits,  Losses and
                  items  thereof  to the  Members  shall be  modified  as deemed
                  reasonably  necessary  or  advisable  by the Members to comply
                  with such Treasury Regulations.

         (c)      Curative  Allocation.  The  allocations  set forth in Sections
                  5.2(a) and (b) (the "Regulatory  Allocations") are intended to
                  comply  with  certain   requirements  of  Treasury  Regulation
                  sections  1.704-1(b)  and 1.704-2.  Notwithstanding  any other
                  provision  of  this  Article  V  (other  than  the  Regulatory
                  Allocations),  the Regulatory  Allocations shall be taken into
                  account in allocating  other items of income,  gain,  loss and
                  deduction  among the Members so that, to the extent  possible,
                  the net  amount  of such  allocation  of other  items  and the
                  Regulatory  Allocations  to each Member should be equal to the
                  net amount that would have been  allocated to each such Member
                  if the Regulatory Allocations had not occurred.

         (d)      Built-in Gain Allocation.  If necessary or required under Code
                  section    704(c)    or    Treasury     Regulation     section
                  1.704-1(b)(2)(iv)(f),  the  Members  shall  make  special  tax
                  allocations to account for the variation,  if any, between the
                  adjusted tax basis of an asset and its Gross Asset Value.  Any
                  elections or decisions  relating to the allocations under this
                  Section 5.2(d) shall be made by the Members in any manner that
                  reasonably   reflects  the  purpose  and   intention  of  this
                  Agreement.  Allocations  pursuant to this  Section  5.2(d) are
                  solely for  purposes  of  federal,  state and local  taxes and
                  shall  not  affect  or in any way be  taken  into  account  in
                  computing  any Member's  Capital  Account or share of Profits,
                  Losses, other items or distributions pursuant to any provision
                  of this Agreement.

5.3      Recharacterization  of  Fees  or  Distributions.  In the  event  that a
         guaranteed  payment to a Member is ultimately  recharacterized  (as the
         result  of  an  audit  of  the  Company's  return  or  otherwise)  as a
         distribution   for   federal   income   tax   purposes,   and  if  such
         recharacterization  has  the  effect  of  disallowing  a  deduction  or
         reducing the adjusted basis of any asset of the Company, then an amount
         of Company gross income equal to such  disallowance  or reduction shall
         be allocated  to the  recipient  of such  payment.  In the event that a
         distribution to a Member is ultimately  recharacterized (as a result of
         an audit of the Company's return or otherwise) as a guaranteed  payment
         for federal  income tax  purposes,  and if any such  recharacterization
         gives rise to a  deduction,  such  deduction  shall be allocated to the
         recipient of the distribution.
                                      -6-
<PAGE>
5.4      Allocation  of  Profits  and  Losses  and  Distributions  in Respect of
         Transferred Interest.  If any Interest is transferred,  or is increased
         or decreased by reason of the  admission of a new Member or  otherwise,
         during any Fiscal Year of the Company, each item of income, gain, loss,
         deduction  or  credit  of the  Company  for such  Fiscal  Year  will be
         assigned pro rata to each day in the particular  period of such Year to
         which such item is attributable (i.e., the day on or during which it is
         accrued  or  otherwise  incurred)  and the  amount of each such item so
         assigned to any such day will be allocated to the Member based upon his
         or her respective  Interest at the close of the day.  However,  for the
         purpose of  accounting  convenience  and  simplicity,  the Company will
         treat a transfer of, or an increase or decrease  in, an Interest  which
         occurs at any time during a semi-monthly  period  (commencing  with the
         semi-monthly period that includes the date of this Agreement) as having
         been  consummated  on  the  last  day  of  such  semi-monthly   period,
         regardless  of when during  such  semi-monthly  period  such  transfer,
         increase or decrease actually occurs (e.g., sales and dispositions made
         during the first  fifteen (15) days of any month will be deemed to have
         been made on the  fifteenth  (15th) day of the month).  Notwithstanding
         any  provision  above  to the  contrary,  gain or  loss of the  Company
         realized in connection  with a sale or disposition of any of the assets
         of the Company will be allocated solely to the parties owning Interests
         as of the date such sale or other disposition occurs.

5.5      Knowledge of Tax Consequences.  The Members are aware of the income tax
         consequences of the allocations made by this Article V and the economic
         impact of the allocations on the amounts  receivable by them under this
         Agreement.  The Members  hereby agree to be bound by the  provisions of
         this Article V in reporting  their share of Company income and loss for
         income tax purposes.

                                     ARTICLE
                                       VI

                                   Management

6.1      Manager-Managed.  The Members agree that the  management of the Company
         shall be vested in a Manager.  The  Members  agree that a  wholly-owned
         Cerprobe subsidiary shall be the Manager ("Cerprobe Subsidiary").

6.2      Rights and Powers of the Manager.

         (a)      Exclusive Rights in Manager.  Except as otherwise  provided in
                  this  Agreement or the Related  Agreements,  the Manager shall
                  have full,  exclusive and complete power to manage and control
                  the  business and affairs of the Company and shall have all of
                  the  rights  and  powers  provided  to a manager  of a limited
                  liability  company  by law,  including  the  power to  execute
                  instruments  and  documents  and to take any other  actions on
                  behalf of the Company;  provided,  however,  that such actions
                  are  
                                      -7-
<PAGE>
                  consistent  with an Approved Plan and Budget,  this  Operating
                  Agreement and the Articles of Organization.

         (b)      Approved Plan and Budget. The Manager shall establish, subject
                  to the unanimous  written approval of the Members,  a business
                  plan  and a  budget  for  each  Fiscal  Year  as  long  as not
                  inconsistent  with this  Agreement  or the Related  Agreements
                  (the "Agreements"). The Manager may take any action consistent
                  with the Approved Plan and Budget and the  Agreements.  Within
                  45 days  prior  to the  expiration  of any  Approved  Plan and
                  Budget,  or if the  Manager  proposes  to take any action that
                  deviates from the Approved Plan and Budget,  the Manager shall
                  prepare and submit to the  Members  for review and  approval a
                  revised or new plan and budget. Within 21 days after receiving
                  such new or revised  plan and  budget  from the  Manager,  the
                  Members  shall,  by  written  notice  to the  Manager,  either
                  approve  the new or  revised  plan and  budget  or  state  the
                  reasons for not  approving the new or revised plan and budget.
                  If any Member fails to approve or  disapprove a revised or new
                  plan and budget  within the time period  mentioned  hereabove,
                  then such Member's  approval shall be presumed.  If any Member
                  disapproves  of any new or revised  plan and budget,  then the
                  Members  shall meet within 10 days after such notice that such
                  plan and  budget  was not  approved  and seek in good faith to
                  agree upon acceptable revisions to the new or revised plan and
                  budget.  If the  Members  cannot  agree on a revised  plan and
                  budget, the Manager may take only those actions or incur those
                  obligations  that are  consistent  with the existing  plan and
                  budget. If the Members cannot agree upon a new plan and budget
                  and the existing plan and budget has expired,  the Manager may
                  take only those  actions or incur those  obligations  that are
                  consistent with the prior plan and budget,  until such time as
                  a new plan and budget has been  approved;  provided,  however,
                  that any  existing  plan and  budget  deemed in  effect  shall
                  automatically   be  adjusted   for   increases,   if  any,  in
                  Non-discretionary       Expenditures.       "Non-discretionary
                  Expenditures"  shall mean expenditures to third parties (other
                  than  Affiliates of a Member),  that are beyond the reasonable
                  control  of  the  Manager,  including,  but  not  limited  to,
                  required debt service, taxes, utilities and insurance.  Should
                  the Members not be able to agree on a new plan or budget after
                  two consecutive meetings on the subject, it will be considered
                  a  Deadlock  under the terms of  Articles  9.3 and 9.4 of this
                  Agreement.

         (c)      Reliance by Third  Parties.  Any third party shall be entitled
                  to rely on all actions of the Manager and shall be entitled to
                  deal with the  Manager as if it was the sole party in interest
                  therein,  both  legally  and  beneficially.  Every  instrument
                  purporting to be the action of the Company and executed by the
                  Manager  shall be  conclusive  evidence in favor of any person
                  relying  thereon or claiming  thereunder  that, at the time of
                  delivery thereof,  this Agreement was in full force and effect
                  and that the execution and delivery of that instrument is duly
                  authorized by such Manager and the Company.
                                      -8-
<PAGE>
         (d)      Banking Resolution.  The Members hereby unanimously  authorize
                  the  Manager  to  open  all  banking  accounts  as  its  deems
                  necessary  and to enter  into any  deposit  agreements  as are
                  required by the financial  institution  at which such accounts
                  are  opened.  The  Manager  and  any  of  its  representatives
                  designated  in  writing  shall  have  signing  authority  with
                  respect to such banking  accounts.  Checks shall be drawn upon
                  the Company  account or accounts  only for the purposes of the
                  Company and shall be signed by duly authorized representatives
                  of the Company  designated by the Manager with the approval of
                  the  Members.  All checks of an amount of USD $ 10,000 or more
                  must be signed  jointly by two authorized  representatives  of
                  the Company.  The funds of the Company shall not be commingled
                  with the funds of any other individual or legal entity.  Funds
                  deposited  into  such  accounts  shall  be used  only  for the
                  business of the Company.

6.3      Duties and  Responsibilities  of the Manager.  The Manager shall devote
         all of its time to the  Company  and may not  engage in  businesses  or
         ventures which are  competitive  with that of the Company.  The Manager
         shall be responsible for  implementing or causing to be implemented the
         following:

         (a)      Performing  all  normal   business   functions  and  otherwise
                  operating and managing the business and affairs of the Company
                  in  accordance  with and as limited by this  Agreement and the
                  Related Agreements;

         (b)      Protecting  the  interests  of the Company  and its  property,
                  improvements and other assets;

         (c)      Preparing a proposed  business plan and budget for each Fiscal
                  Year;

         (d)      To the extent that funds of the Company are available,  paying
                  all taxes, assessments, rents and other impositions applicable
                  to the Company's property;

         (e)      Causing all books of account and other  records of the Company
                  to be kept in accordance with the terms of this Agreement;

         (f)      Preparing and  delivering to each Member all reports  required
                  by the terms of this Agreement;

         (g)      To the extent that funds of the Company are available,  paying
                  all debts and other  obligations  of the  Company as they come
                  due;

         (h)      Maintaining all funds of the Company in a Company account in a
                  bank or banks,  and being the  signatory  to such  account  or
                  accounts;
                                      -9-
<PAGE>
         (i)      Making distributions periodically to the Members in accordance
                  with the provisions of this Agreement;

         (j)      Undertaking such actions as are necessary or desirable so that
                  the  Company,   within  reason,  promptly  complies  with  all
                  material present and future laws,  ordinances,  orders, rules,
                  regulations and requirements of all  governmental  authorities
                  having  jurisdiction  which may be  applicable to the Company,
                  its  property,  and  the  operations  and  management  of  the
                  Company; and

         (k)      Performing all other duties required by this Agreement and the
                  Related Agreements to be performed by the Manager.

6.4      Actions  Requiring a Vote.  The Manager  shall not undertake any of the
         following  acts  ("Major  Decisions")  without  the  unanimous  written
         approval of the Members:

         (a)      Making any direct or consequential change in a Member's rights
                  under this  Agreement  or any  Related  Agreement  between the
                  Company and a Member or its Affiliate;

         (b)      Implementing  any significant  changes in the  organization of
                  the Company;

         (c)      Appointing or  terminating  key officers and executives of the
                  Company or determining  the  remuneration of such officers and
                  executives;

         (d)      Dissolving the Company pursuant to Section 10.1(b);

         (e)      Amending  the  Articles  of   Organization,   this   Operating
                  Agreement or the Related Agreements;

         (f)      Changing  the  Company's  Fiscal  Year or  accounting  period,
                  accounting  method or the  nomination  or  replacement  of the
                  external auditors;

         (g)      Changing  the  business or purpose of the Company as set forth
                  in Section 2.3,  including,  but not limited to, the expansion
                  into new markets outside of the Territory;

         (h)      Approving any proposed  business plan or budget,  or approving
                  quarterly  updates,  the  annual  accounts,  or  modifying  or
                  revising any Approved Plan and Budget;

         (i)      Selling,  transferring or exchanging substantial assets of the
                  Company other than in the ordinary course of business;

         (j)      Incurring  any  liabilities  by the  Company  extending  for a
                  period in excess of one year;
                                      -10-
<PAGE>
         (k)      Incurring any  liabilities  by the Company,  for any period of
                  time,  in an  amount  exceeding  $25,000  other  than  in  the
                  ordinary  course of business and within the Approved  Plan and
                  Budget;

         (l)      Making  loans on behalf of the  Company or causing the Company
                  to guarantee the obligations of others;

         (m)      Creating any mortgage, pledge, security interest, charge, lien
                  or  other  encumbrance  upon  all or  part  of  the  Company's
                  property or assets;

         (n)      Entering into or modifying  any  licensing,  sub-licensing  or
                  distribution agreements;

         (o)      Modifying  the purchase  price and/or  general  conditions  of
                  sales,  including the payment terms, of the Products  provided
                  in the Distribution Agreement;

         (p)      Making or giving any  warranties  by the Company other than in
                  the ordinary course of business;

         (q)      Initiating any suit or judicial, administrative or arbitration
                  proceeding  in the  Company's  name, or abandoning or settling
                  any claim of the  Company,  except  with  respect  to labor or
                  commercial matters arising in the ordinary course of business;

         (r)      Purchasing,  acquiring  or  owning  the  shares  or any  other
                  capital or equity  interest in, or the debt securities of, any
                  other Person;

         (s)      Making any  capital  investment  or  improvement  in an amount
                  exceeding  $25,000  other than an  investment  or  improvement
                  contained in the Approved  Plan and Budget for the Fiscal Year
                  in which it is made;

         (t)      Entering into or amending any contracts or agreements  between
                  the  Company  and any  Member  or any  Affiliate  of a Member,
                  including,  but not  limited  to,  determining  or varying the
                  consideration provided for therein;

         (u)      Entering into or amending any contracts or agreements  between
                  the  Company   and  any  other   Person   providing   for  the
                  distribution  of the Products in any country inside or outside
                  of the Territory,  including,  but not limited to, determining
                  or varying the consideration provided for therein;

         (v)      Approving any  retirement,  deferred  compensation  or pension
                  plans for employees of the Company;
                                      -11-
<PAGE>
         (w)      Executing  any bond in the  Company's  name  other than in the
                  ordinary course of business;

         (x)      Using the Company's funds or capital in any way other than for
                  the  business  and  purpose  of the  Company  as set  forth in
                  Section 2.3;

         (y)      Commingling any Company funds or capital with the funds of any
                  other Person;

         (z)      Making any  publications or press releases with respect to the
                  Company,   the   Company's   business  or  any   transactions,
                  communications or disputes between the Members; or

         (aa)     Taking any other  action  which this  Agreement or any Related
                  Agreement  specifically requires to be unanimously approved in
                  writing by the Members.

6.5      Related  Agreements;  Legal  Opinion.  Within  five  (5)  days  of  the
         Effective  Date,  the Members  and the  Company  shall enter into those
         Related  Agreements  to which they are a party and Cerprobe  will cause
         the Legal  Opinion to be delivered to Upsys  substantially  in the form
         provided in Exhibit E.

6.6      Consents and Approvals. Except as otherwise provided herein, consent or
         approval by a Member with  respect to actions of the Manager  shall not
         be  unreasonably  withheld,  and any  request or consent or approval or
         refusal to consent or  approve  shall be in writing  and shall  specify
         with  particularity  the reasons  therefor.  The Manager  shall provide
         timely written notice to each Member of each proposed action  requiring
         the consent or approval of the Members, which notice shall specify with
         reasonable  particularity the decisions to be made by the Members,  the
         recommendation  of the Manager with respect  thereto,  and a summary of
         the reasons supporting the Manager's recommendation.

6.7      Filing of  Documents.  The Manager  shall file or cause to be filed all
         certificates  or documents as may be  determined  by such Manager to be
         necessary or appropriate for the formation, continuation, qualification
         and  operation of a limited  liability  company in the State of Arizona
         and any other state in the  Territory in which the Company may elect to
         do business. To the extent that the Manager determines the action to be
         necessary or appropriate,  such Manager shall do all things to maintain
         the Company as a limited  liability company under the laws of the State
         of Arizona  and any other state in the  Territory  in which the Company
         may elect to do business.

6.8      Indemnification and Liability.

         (a)      Company Indemnification. The Manager, and the Members (each of
                  the foregoing  being  referred to herein as an  "Indemnitee"),
                  shall  be  indemnified,  defended  and  held  harmless  by the
                  Company  for,  from and against  any and all  losses,  claims,
                  damages, 
                                      -12-
<PAGE>
                  liabilities,  expenses (including  attorneys' fees and costs),
                  judgments,  fines,  settlements,  demands,  actions,  or suits
                  relating to or arising out of the business of the Company,  or
                  the  exercise by the Member of any  authority  conferred on it
                  hereunder  or  the  performance  by the  Member  of any of its
                  duties and  obligations  hereunder.  Notwithstanding  anything
                  contained in this  Agreement to the  contrary,  no  Indemnitee
                  shall be entitled to indemnification hereunder with respect to
                  any claim, issue or matter: (i) in respect of which it (or the
                  Company  as the result of an act or  omission  of it) has been
                  adjudged  liable  for fraud,  negligence  or wilful and wanton
                  misconduct;  or (ii)  based  upon or  relating  to a  material
                  breach by it of any term or provision of this Agreement or any
                  Related Agreement.

         (b)      Liability.  The  Members  shall  not be  liable,  responsible,
                  accountable  in damages  or  otherwise  to the  Company or the
                  Members for any act or failure to act in  connection  with the
                  Company  and  its  business  unless  the  act or  omission  is
                  attributed  to  negligence,  wilful and wanton  misconduct  or
                  fraud or  constitutes  a  material  breach by such  Manager or
                  Member  of any  term or  provision  of this  Agreement  or any
                  Related Agreement.

         (c)      Terms of  Indemnification.  Each indemnity  provided for under
                  this Agreement shall be subject to the following provisions:

                  (i)      The  indemnity  shall cover the costs and expenses of
                           the indemnitee,  including reasonable attorneys' fees
                           and court  costs,  related to any  actions,  suits or
                           judgments  incident to any of the matters  covered by
                           such   indemnity   as  provided  in  Section   6.8(a)
                           hereabove.

                  (ii)     The  indemnitee  shall notify the  indemnitor  of any
                           claim against the indemnitee covered by the indemnity
                           within 45 days  after the  indemnitee  has  notice of
                           such  claim,  but  failure to notify  the  indemnitor
                           shall  in  no  case   prejudice  the  rights  of  the
                           indemnitee under this Agreement unless the indemnitor
                           shall be  prejudiced by such failure and then only to
                           the extent the indemnitor shall be prejudiced by such
                           failure. The indemnitor will inform the indemnitee of
                           its action  with  respect  to any  claim.  Should the
                           indemnitor  fail to  discharge or undertake to defend
                           the indemnitee  against such  liability  within sixty
                           (60)  days,  upon  learning  of the  same,  then  the
                           indemnitee  may  settle  such   liability,   and  the
                           liability  of  the  indemnitor   hereunder  shall  be
                           conclusively  established by such  settlement,  which
                           amount  of such  liability  shall  include  both  the
                           settlement consideration and the reasonable costs and
                           expenses,  including attorneys' fees, incurred by the
                           indemnitee in effecting such settlement.

                  (iii)    No indemnity hereunder shall be construed to limit or
                           diminish  the  coverage  of any Manager or any Member
                           under any insurance obtained by the 
                                      -13-
<PAGE>
                           Company.  Payment shall not be a condition  precedent
                           to any indemnification provided in this Agreement.

                                     ARTICLE
                                      VII

                                   The Members

7.1      Meetings  of the  Members.  The  Members  will meet at least  twice per
         calendar year. Each Member will appoint two delegates to such meetings,
         it  may  change   delegates  at  any  time  at  its  sole  option  upon
         notification  to the other Member and to the Company.  Upsys's  initial
         delegates will be Jean-Claude  Gery and Philippe Oudot,  and Cerprobe's
         initial delegates will be C. Zane Close and Michael K. Bonham. Meetings
         of the Members  will also be held on the call of any  Member;  provided
         that at least seven  days'  notice  shall be given to all Members  with
         respect  to any  meeting,  including  an annual  meeting;  and  further
         provided  that any  Member  may  require  that such  meeting be held by
         telephone.  A waiver of any required  notice shall be equivalent to the
         giving of such  notice if such  waiver is in writing  and signed by the
         Person entitled to such notice,  whether  before,  at or after the time
         stated  therein.  The  Members  may make use of  telephones  and  other
         electronic  devices to hold  meetings,  provided  that each  Member may
         simultaneously  participate  with the other Members with respect to all
         discussions  and votes of the  Members.  The  Members may act without a
         meeting if the action taken is reduced to writing  (either  prior to or
         thereafter)  and approved and signed by the required vote of Members in
         accordance with the other voting provisions of this Agreement.  Written
         minutes shall be taken at each meeting of the Members.

7.2      Voting of the Members.

         (a)      Number of Votes.  The total  number of votes to be cast on any
                  issue  requiring a vote of the Members shall be 100, with each
                  Member  entitled,  in the  aggregate,  to the  number of votes
                  equal to such Member's Participating  Percentage multiplied by
                  100.

         (b)      Required Vote.  Unless the specific language of this Agreement
                  expressly states  otherwise,  all votes,  actions,  approvals,
                  elections and consents  required in this  Agreement to be made
                  by  "the  Members"  shall  be  effective  when  approved  by a
                  Majority  Vote.  If all  or  any  portion  of an  Interest  is
                  transferred  to an assignee who does not become a Member,  the
                  Member from whom the Interest is  transferred  shall no longer
                  be entitled  to vote the  Interest  transferred  nor shall the
                  transferred Interest be considered outstanding for any purpose
                  pertaining  to  meetings  or voting.  All  voting  rights of a
                  Member shall  immediately  cease upon the Withdrawal  Event of
                  that Member.
                                      -14-
<PAGE>
7.3      Other Business  Interests of the Members.  This Agreement  shall not be
         construed  to grant  any  right,  privilege  or  option  to a Member to
         participate  in  any  manner  in  any  other   business,   corporation,
         partnership  or investment  in which the other Member may  participate,
         including  those  which may be the same as or similar to the  Company's
         business or in direct  competition  therewith.  Each  Member  expressly
         waives  the  doctrine  of  corporate   opportunity  (or  any  analogous
         doctrine)  with  respect  to  any  other  such  business,  corporation,
         partnership or investment of any other Member or Affiliate. Each Member
         hereby   acknowledges  that  a  Member  may  engage  in  businesses  or
         activities in the Territory that may be in direct  competition with the
         Company's business, except as concerns products that use the same Upsys
         Technology as the Products and as provided in Article 7.7 hereafter.

7.4      Transaction With Members or Affiliates.  A Member or Affiliate  thereof
         shall have the right to contract or otherwise  deal with the Company in
         connection  with the sale of goods or  services  by the  Member  or its
         Affiliate to the Company only where the  compensation  paid or promised
         for  such  goods  or  services  is  reasonable  and the  terms  for the
         furnishing  of such goods or services is at least as  favorable  to the
         Company as would be  attainable  in an  arm's-length  transaction  with
         third parties.

7.5      Rights and Obligations of Members.

         (a)      Limitation of Liability. Each Member's liability for the debts
                  and  obligations  of the Company shall be limited as set forth
                  in the Act and other applicable law.

         (b)      List of  Members.  Upon  written  request of any  Member,  the
                  Manager  shall provide a list showing the names and last known
                  addresses of all Members in the Company.

         (c)      Company Records.  Upon written request, each Member shall have
                  the right, during ordinary business hours, to inspect and copy
                  the Company  records  required to be maintained by the Manager
                  at the Company's  Principal Office as set forth in Section 8.1
                  hereof  as  well  as  any  other  documents  pertinent  to the
                  activity of the Company.

7.6      Defaulting Member.

         (a)      Events of  Default.  The  occurrence  of any of the  following
                  events shall  constitute an event of default and the Member so
                  defaulting  (herein  referred to as the  "Defaulting  Member")
                  shall  (except as  otherwise  provided  in Section  7.6(a)(iv)
                  hereof)  thereafter  be deemed to be in  default  without  any
                  further  action  whatsoever  on the part of the Company or the
                  other Member: (i) attempted  dissolution of the Company by any
                  Member  other  than  pursuant  to  the  provisions   contained
                  elsewhere in this Agreement;  (ii) the Bankruptcy of a Member;
                  (iii) a Withdrawal  Event of a Member;  or (iv) failure of any
                  Member to perform any obligation, act or acts required of that
                  Member by the  provisions  of this  Agreement,  which shall be
                  necessary for or in  connection  with the  fulfillment  of the
                  purposes of the Company,  or a violation or a 
                                      -15-
<PAGE>
                  breach  of  any of the  other  terms  or  provisions  of  this
                  Agreement;  provided,  however,  that a  Member  shall  not be
                  deemed to be in default of this Section 7.6(a)(iv) until after
                  30 days'  written  notice  thereof,  and, if such default is a
                  nonmonetary default and cannot reasonably,  with due diligence
                  and in good faith, be cured within said 30-day period,  and if
                  the Defaulting  Member  immediately  commences and proceeds to
                  complete the cure of such default  with due  diligence  and in
                  good faith,  the 30-day  period with  respect to such  default
                  shall be extended to 60 days to cure such default.

         (b)      Remedies on  Default.  Upon the  occurrence  of a default by a
                  Member,  the  non-Defaulting  Member shall have all the rights
                  and  remedies  available  at law and equity and may  institute
                  arbitration  against the Defaulting Member with respect to any
                  damages or losses  incurred  by the  non-Defaulting  Member in
                  addition to the termination rights as per Article 10.1(h).

7.7      Non-Competition.  Each  Member  agrees and  undertakes  not to,  either
         directly or indirectly via its Affiliates, manage or carry or otherwise
         conduct or acquire a share  holding in excess of 5% in any  business in
         competition with the business of the Company in the Territory  (defined
         for the  purposes of this  Article 7.7 as the  manufacture,  marketing,
         distribution,  repair  or sale of  products  that  use the  same  Upsys
         Technology as the  Products),  so long as such Member or its Affiliates
         shall hold Shares of the Company.

                                     ARTICLE
                                      VIII

                           Books, Records, Reports and Accounting

8.1      Records.  The Manager  shall keep or cause to be kept at the  Principal
         Office of the Company  the  following:  (a) a current  list of the full
         name and last known  business,  residence  or  mailing  address of each
         Member,  (b) a copy of the  initial  articles of  organization  and all
         amendments  thereto,  (c)  copies  of all  written  agreements  and all
         amendments to the agreements, including any prior written agreements no
         longer in effect,  (d) copies of any written  and signed  promises by a
         Member to make Capital  Contributions to the Company, (e) copies of the
         Company's federal,  state and local income tax returns and reports,  if
         any,  for the three  most  recent  years,  (f)  copies of any  prepared
         financial  statements  of the Company for the three most recent  years,
         and (g) minutes of every  meeting of the Members as well as any written
         consents of Members or actions taken by Members without a meeting.  Any
         such records maintained by the Company may be kept on or be in the form
         of any information  storage  device,  provided that the records so kept
         are convertible into legible written form within a reasonable period of
         time.

8.2      Fiscal Year and Accounting. The Fiscal Year of the Company shall be the
         calendar year. All amounts  computed for the purposes of this Agreement
         and all applicable  questions concerning the rights of Members shall be
         determined using the method of accounting  
                                      -16-
<PAGE>
         unanimously  agreed to by the  Members,  as  provided  in  Article  6.4
         hereabove. All decisions as to other accounting matters,  including the
         selection of the Company's independent auditors and accountants,  shall
         be made by the unanimous decision of the Members.

8.3      Statements and Reports.

         (a)      Annual Reports.  Within 15 days after the close of each Fiscal
                  Year,  the Manager shall cause to be furnished to the Members,
                  reports  containing  unaudited  financial  statements  of  the
                  Company for the Fiscal  Year,  presented  in  accordance  with
                  generally  accepted  accounting  principles or tax  accounting
                  principles,  consistently  applied.  Within 45 days  after the
                  close of each  Fiscal  Year,  the  Manager  shall  cause to be
                  furnished  to the  Members  as of the last day of that  Fiscal
                  Year reports  containing  audited financial  statements of the
                  Company for the Fiscal  Year,  presented  in  accordance  with
                  generally  accepted  accounting  principles or tax  accounting
                  principles, consistently applied.

         (b)      Quarterly  Reports.  Within  10 days  after  the close of each
                  fiscal quarter, the Manager shall cause to be furnished to the
                  Members  as of the last day of that  fiscal  quarter,  reports
                  containing  unaudited financial  statements of the Company for
                  such fiscal  quarter,  presented in accordance  with generally
                  accepted accounting  principles or tax accounting  principles,
                  consistently applied.

         (c)      Monthly  Reports.  Within 10 days after the end of each month,
                  the  Manager  shall  cause  to be  furnished  to the  Members,
                  unaudited,  monthly  operating  statements  for the applicable
                  month.

8.4      Preparation  of  Tax  Returns.   The  Manager  shall  arrange  for  the
         preparation and timely filing of all returns of Company income,  gains,
         deductions,  losses and other  items  necessary  for  federal and state
         income tax  purposes and shall cause to be furnished to the Members the
         tax  information  reasonably  required for foreign,  federal  state and
         local income tax reporting purposes.  The  classification,  realization
         and recognition of income, gain, losses and deductions and other items,
         for federal income tax purposes,  shall be on that method of accounting
         as agreed to by the Members.

8.5      Tax  Elections.  The  Members  shall  determine  whether  to  make  any
         available elections pursuant to the Code.

8.6      Tax  Controversies.  Subject to the provisions  hereof, the Cerprobe is
         designated  the Tax Matters  Member,  and is authorized and required to
         represent the Company (at the Company's expense) in connection with all
         examinations  of the Company's  affairs by tax  authorities,  including
         resulting  administrative  and  judicial  proceedings,  and  to  expend
         Company funds for professional services and costs associated therewith.
         The Members agree to cooperate with the Tax Matters Member and to do or
         refrain  from doing any or all things  reasonably  
                                      -17-
<PAGE>
         required by the Tax Matters  Member to conduct those  proceedings.  The
         Tax Matters Member agrees to promptly  notify the other Member upon the
         receipt of any correspondence from any foreign, federal, state or local
         tax authorities  relating to any examination of the Company's  affairs.
         The Tax Matters  Member  shall be  prohibited  from  entering  into any
         settlement or  arrangement on behalf of the Company with respect to any
         foreign,  federal,  state or local tax authorities  without the express
         written approval of the other Member.

8.7      Withholding and Tax Advances.

         (a)      Authority to  Withhold.  To the extent the Company is required
                  by law to  withhold  or to make tax  payments  on behalf of or
                  with respect to a Member (e.g., (i) backup  withholding,  (ii)
                  withholding  with respect to Members that are neither citizens
                  nor residents of the United States,  or (iii) withholding with
                  respect  to  Members  that are not  residents  of the State of
                  Arizona)  ("Tax  Advances"),  the  Company may  withhold  such
                  amounts and make such tax payments as may be required.

         (b)      Repayment of Tax Advances.  All Tax Advances made on behalf of
                  a Member will, at the option of the concerned  Member,  either
                  be (i) promptly  paid to the Company by that  Member,  or (ii)
                  repaid  by  reducing   the  amount  of  the  current  or  next
                  succeeding distribution or distributions which would otherwise
                  have been made to that Member (or, if such  distributions  are
                  not sufficient  for that purpose,  by so reducing the proceeds
                  of liquidation otherwise payable to that Member). Whenever the
                  Manager selects option (ii) pursuant to the preceding sentence
                  for  repayment  of a Tax  Advance  by a Member,  for all other
                  purposes  of this  Agreement  such  Member  will be treated as
                  having  received  all  distributions  (whether  before or upon
                  liquidation) unreduced by the amount of such Tax Advance.

         (c)      Indemnification.  Each Member  hereby  agrees to indemnify and
                  hold  harmless  the  Company  and the  Manager  for,  from and
                  against any  liability  with respect to Tax  Advances  made on
                  behalf of or with respect to such Member. However, the Company
                  and the Manager shall remain fully responsible as concerns the
                  tax  return  preparations,  elections,  representation  of the
                  Company  for  controversies  and  withholding  obligations  as
                  provided in this Section 8.7.

         (d)      Certification.  Each Member will promptly give the Company any
                  certification  or  affidavit  that the  Manager may request in
                  connection with this Section 8.7.
                                      -18-
<PAGE>
                                     ARTICLE
                                       IX

                        Transfers, Withdrawals, Deadlock

9.1      Transfers.

         (a)      Restrictions.  A Member  shall not make any direct or indirect
                  Transfer  of all or any  portion  of its  Interest  including,
                  without limitation,  a Transfer of a right to Profits,  Losses
                  or  distributions  to a Transferee  unless the requirements of
                  Section  9.1(b)  hereof have been  complied  with. If a Member
                  purports to transfer  its  Interest in breach of this  Section
                  9.1, such purported Transfer shall be void and of no effect.

         (b)      Requirements for Transferee  Becoming a Substituted Member. No
                  Transferee, including an Affiliate, shall become a substituted
                  Member  in  the  Company   unless  the  following   conditions
                  precedent  are  satisfied:  (i) each  Member,  in  their  sole
                  discretion,  shall have consented in writing to the Transferee
                  becoming a Member;  (ii) the Transferee shall have assumed any
                  and  all of the  obligations  under  this  Agreement  and  the
                  Related  Agreements  with respect to the Interest to which the
                  Transfer  relates;  (iii) all reasonable  expenses required in
                  connection  with the  Transfer  shall have been paid by or for
                  the  account  of the  Transferee;  and  (iv)  all  agreements,
                  articles,  minutes,  written  consents and all other necessary
                  documents and  instruments  shall have been executed and filed
                  and all other acts shall have been  performed  which the other
                  Member  deems  necessary  to make the  Transferee a substitute
                  Member  of the  Company  and to  preserve  the  status  of the
                  Company as a limited liability company.

9.2      Withdrawal  of a Member.  A Member shall not have the right to withdraw
         from the Company.  If a Member  withdraws from the Company in breach of
         this Agreement ("Withdrawn Member"),  that Member shall not be entitled
         to receive the value of its  Interest;  rather,  the Company shall have
         the right to admit a new  Member  and  continue  the  Company,  and the
         Withdrawn  Member  shall be treated as an assignee of its  Interest and
         shall have no Member  rights  except the right to  continue  to receive
         distributions  pursuant  to Articles IV and X to the extent the Company
         is continued pursuant to Section 10.1(d);  provided,  however, that any
         damages  incurred by the  Company or the other  Member as a result of a
         Withdrawal  Event  of a Member  shall be  offset  against  any  amounts
         distributable by the Company to the Withdrawn Member.

9.3      Deadlock.

         (a)      For the  purposes  hereof,  the term  "Deadlock"  shall mean a
                  fundamental and protracted  failure of the Members to agree on
                  a  common   course  of  action  for  the  Company   after  two
                  consecutive   meetings  of  the  Members  which   disagreement
                                      -19-
<PAGE>
                  threatens the fundamental  interest of one of the Members or a
                  Major Decision as listed in Article 6.4 above and which cannot
                  be resolved in good faith by mutual  agreement  within  thirty
                  (30) days of the first  meeting  of the  Members  at which the
                  issue is voted upon.

         (b)      It is expressly agreed that the term Deadlock shall include:

                  (i)      the failure of either  Member to have at least one of
                           its  delegates  be  present  or  represented  at  two
                           consecutive meetings of the Members; or

                  (ii)     the  failure  of the  Members  to  agree  on a  Major
                           Decision.

9.4      Consequences  of a  Deadlock.  In  the  event  of the  occurrence  of a
         Deadlock,  the Company shall be  liquidated  and wound up in accordance
         with this Agreement,  the Articles of Organization and the Act, and the
         Company  shall not be  continued  as would  otherwise  be  permitted by
         Section 10.4 of this Agreement.

                                     ARTICLE
                                       X

                           Liquidation and Winding Up

10.1     Dissolution.  The Company shall dissolve only upon:

         (a)      December 31, 2046;

         (b)      the unanimous written consent of the Members;

         (c)      upon the  acquisition by one Person of all of the  outstanding
                  Interests, except as allowed under Section 10.4;

         (d)      upon any Withdrawal Event of a Member,  unless the business of
                  the  Company is  continued  by the  consent  of all  remaining
                  Members  given  within 90 days after the  discovery  by one or
                  more such remaining Members of such Withdrawal Event;

         (e)      the  occurrence  of any event which makes it unlawful  for the
                  business of the Company to be carried on or for the Members to
                  carry on that business in the Company;

         (f)      the sale or other  disposition of all or substantially  all of
                  the Company's  assets and properties and the collection of all
                  notes   received  in  connection   with  such  sale  or  other
                  disposition;
                                      -20-
<PAGE>
         (g)      the Bankruptcy of any Member;

         (h)      the breach of this  Agreement  or any Related  Agreement  by a
                  Member,  but only after  written  notice by the  non-breaching
                  Member to the breaching  Member and only if such breach is not
                  remedied within 60 days after written notice of such breach;

         (i)      at any  time  after  18  months  from  the  execution  of this
                  Agreement, by any Member upon six months' prior written notice
                  to the other Members;

         (j)      Deadlock;

         (k)      should the Company not be considered by the federal or Arizona
                  tax authorities as qualifying as a partnership; or

         (l)      should IBM terminate the License Agreement with Upsys.

10.2     Penalty in the Event of Breach of the Agreement.  The Members expressly
         agree  that  the  material  breach  of  this  Agreement  would  cause a
         considerable  prejudice  to the  non-breaching  Member  which  would be
         difficult to evaluate; the Members therefore agree that, in addition to
         the right to dissolve  the Company as per Section 10.1  hereabove,  any
         material  breach of this  Agreement by either of the Members during the
         term thereof,  will oblige the breaching  Member,  without the need for
         the  non-breaching  Member to prove any other act other  than  material
         breach, to pay the non-breaching  Member a penalty equal to the Capital
         Contribution of the non-breaching  Member as well as the non-reimbursed
         amounts  of any  loans by such  Member to the  Company,  which had been
         unanimously  approved  as provided in Section  6.4(t)  hereabove.  This
         penalty is in  addition to any other  remedies  under the terms of this
         Agreement.

10.3     Effects of Dissolution.  If the Company is dissolved for any reason set
         forth in Section  10.1,  the  dissolution  shall give rise to following
         events:

         (a)      Termination  of Related  Agreements.  All  Related  Agreements
                  shall automatically terminate.

         (b)      Return  of  Inventory.  The  Company  may  return to Upsys the
                  inventory  of  standard   unused  and   non-obsolete   Product
                  Components  purchased from Upsys, but such returned  inventory
                  shall be limited to 45 days of  inventory  of such  components
                  measured by the average  inventory for the prior six months of
                  operations  and the refund  payable or creditable by Upsys for
                  such returned inventory shall be an amount equal to 85 percent
                  of the purchase price  originally paid by the Company for such
                  items.
                                      -21-
<PAGE>
         (c)      Completion of Pending  Orders.  Notwithstanding  the automatic
                  termination  of  the  Related   Agreements,   the  Company  is
                  authorized  to finish  orders it is in the  process of filling
                  for a time period to be agreed upon by the Members, which time
                  period shall not be less than 60 days.

         (d)      Use of Upsys Intellectual Property Rights. Neither the Company
                  nor Cerprobe shall have the right to use the Upsys  Technology
                  in the Territory or elsewhere. Nothing in this Agreement or in
                  any of the Related Agreements shall be interpreted to prohibit
                  Cerprobe  from  utilizing  any  information  contained in U.S.
                  Patent No.  4,027,935,  dated June 7, 1977,  regarding Contact
                  for an Electrical Contactor Assembly.

10.4     Continuation of the Business of the Company After  Dissolution.  If the
         Withdrawal  Event of a Member  leaves only one remaining  Member,  that
         remaining  Member shall have the right within 90 days of the  discovery
         of such Withdrawal Event to admit an additional  Member (or to re-admit
         the Withdrawn Member or its  successor-in-interest) to the Company, and
         that newly  admitted (or  re-admitted)  Member along with the remaining
         Member may elect to continue  the  business of the Company as set forth
         in Section 10.1(d) hereof.

10.5     Filing Upon Dissolution.  As soon as possible following the dissolution
         of the Company,  the  liquidating  trustee of the Company shall execute
         and file a Notice of Winding Up with the Arizona Corporation Commission
         as  required  by the Act.  Upon the  dissolution  of the  Company,  the
         Company shall cease to carry on its business,  except insofar as may be
         necessary  for  the  winding  up of  its  business,  but  its  separate
         existence  shall continue  until the Articles of Termination  have been
         filed with the Arizona Corporation Commission as required by the Act or
         until a decree  dissolving  the Company has been  entered by a court of
         competent jurisdiction.

10.6     Liquidation.  Upon dissolution of the Company, the business and affairs
         of the Company shall be wound up and  liquidated as rapidly as business
         circumstances permit, the Manager shall act as the liquidating trustee,
         and the assets of the  Company  shall be  liquidated  and the  proceeds
         thereof shall be paid (to the extent  permitted by  applicable  law) in
         the following order:

         (a)      first, to creditors,  including Members that are creditors, in
                  the order of priority as  required  by  applicable  law and by
                  this Agreement;

         (b)      second,  to  a  reserve  for  contingent   liabilities  to  be
                  distributed  at the time and in the manner as the  liquidating
                  trustee determines in its discretion; and

         (c)      thereafter,  to  the  Members,  pro  rata,  based  upon  their
                  positive Capital Account balances.
                                      -22-
<PAGE>
10.7     Reasonable  Time for Winding Up. A reasonable time shall be allowed for
         the orderly  winding up of the  business and affairs of the Company and
         the  liquidation of its assets pursuant to Section 10.6 to minimize any
         losses  otherwise  related to that winding up. A reasonable  time shall
         include the time  necessary  for the  completion  of pending  orders as
         provided in Section 10.3(c) hereof.

10.8     Deficit  Capital  Account.  Upon  liquidation,  each Member  shall look
         solely to the assets of the  Company  for the  return of that  Member's
         Capital  Contribution.  No  Member  shall be  personally  liable  for a
         deficit  Capital  Account  balance of that Member,  it being  expressly
         understood that the distribution of liquidation  proceeds shall be made
         solely from existing Company assets.

10.9     Articles of  Termination.  When all debts,  liabilities and obligations
         have been paid and  discharged  or adequate  provisions  have been made
         therefore  and all of the  remaining  property  and  assets  have  been
         distributed to Members,  Articles of Termination  shall be executed and
         filed with the Arizona Corporation Commission as required by the Act.

                                    ARTICLE
                                       XI

                               Change of Control

If at any time  during  the time  the  signatories  hereto  are  Members  of the
Company,  more than fifty percent (50%) of the share capital or equity  interest
of a Member is proposed to be sold or otherwise  transferred to a buyer or group
of buyers  which is a direct  competitor  of the  Company  or the other  Member,
therefore  constituting  a change of Control  ("Change of  Control"),  the other
Member shall have a right to either cause the  dissolution of the Company or buy
such Member's Interest, according to the procedures set forth herebelow:

11.1     The value of the  Interest  shall be the fair  market  value  being the
         value  of the  Interest  determined  by an  expert  appointed  for that
         purpose by the  Members on a going  concern  basis as at the end of the
         fiscal  quarter for which the most recent  financial  statements of the
         Company are available,  without taking into consideration the effect of
         the proposed sale or transfer.

11.2     If the parties  cannot  jointly agree on an expert,  each shall name an
         investment or merchant bank of international  standing as an expert and
         the two experts shall chose a third.

11.3     The expert or experts shall  determine the valuation  based on standard
         procedures used to value businesses similar to the Company on the world
         market.
                                      -23-
<PAGE>
                                     ARTICLE
                                      XII

                 Intellectual Property; Research and Development

12.1     Ownership.

         (a)      Except  as  otherwise  provided  herein,  or  in  the  Related
                  Agreements,  the  Intellectual  Property Rights of the Members
                  shall not be transferred to the Company,  but shall remain the
                  property  of  such  Members.   Should  the  Company  make  any
                  improvements  in the Products or the Product  Components or in
                  the process of assembly,  testing, or repairs of the Products,
                  the Company transfers all related Intellectual Property Rights
                  to Upsys and will have a nontransferable,  non-exclusive right
                  to use such Intellectual Property Rights.

         (b)      Each  Member  further  acknowledges  and  agrees  that by this
                  Agreement  neither  Member nor the Company  acquire any right,
                  use, title, or interest in the Intellectual Property Rights of
                  the other Member.  Any  unauthorized  use of the  Intellectual
                  Property Rights owned by one of the Members will constitute an
                  infringement of such Member's rights.

12.2     Proprietary Protection.

         (a)      Each Member agrees that, except as is specifically provided in
                  the Related  Agreements,  it will not,  and that it will cause
                  the Company to not, directly or indirectly, at any time during
                  the term of this Agreement or  thereafter:  (i) represent that
                  it has any ownership interest in or rights to the Intellectual
                  Property  Rights  owned by the other  Member or the Company or
                  (ii)  register  or  attempt to  register  or use in any manner
                  whatsoever such  Intellectual  Property  Rights,  without such
                  Member's or the Company's specific prior written consent.

         (b)      If a Member or any of its  directors,  officers,  employees or
                  Affiliates   registers  any   Intellectual   Property   Rights
                  belonging to the other Member or the Company,  the  respective
                  Member  hereby  agrees to cause the  assignment of such to the
                  other Member or the Company,  as applicable,  immediately upon
                  request, and without charge therefor.

         (c)      Upon the termination of this Agreement for any reason,  or the
                  replacement  of a Member  under the terms of Article  IX, each
                  Member and the Company shall  immediately  return to the other
                  Member or the Company,  as appropriate,  all originals and any
                  copies  of  Intellectual  Property  Rights  belonging  to such
                  Member or the Company in its possession or control.
                                      -24-
<PAGE>
12.3     Confidential Information; Nondisclosure.

         (a)      The Members  agree  that,  except to the extent  necessary  to
                  comply with  applicable  law and  regulatory  and  supervisory
                  requirements, including the filing of tax returns, each Member
                  shall keep, and cause their respective Affiliates to keep, the
                  terms and  conditions of this  Agreement and the  transactions
                  contemplated by this Agreement confidential. In no event shall
                  any  publication or press release be made by any Member or any
                  Affiliate thereof,  with respect to the Company, the Company's
                  business,  or any  transactions,  communications  or  disputes
                  between the Members, without the prior written consent of each
                  Member,  which  consent  may be  given or  denied  in the sole
                  discretion of such Member.

         (b)      Both  prior  to and  during  the term of this  Agreement,  the
                  Members have  received and will receive  certain trade secrets
                  and  confidential   information   relating  to  each  Member's
                  business  and  operations  ("Confidential  Information").  The
                  Members shall hold in strictest confidence and not disclose to
                  any third party any such Confidential  Information  designated
                  in writing or which by its nature should  reasonably be deemed
                  confidential. Further, none of the Members shall use or permit
                  the use of any such  Confidential  Information  in any  manner
                  other than in furtherance of the purposes hereof.

         (c)      Notwithstanding  the foregoing,  the Members will be permitted
                  to make use of or disclose Confidential Information:

                  (i)      which is in or comes  into the  public  domain  other
                           than through the default of a Member;

                  (ii)     which was already in the possession of a Member prior
                           to  disclosure  by the  disclosing  Member  hereto as
                           evidenced   by   documentation   in   such   Member's
                           possession;

                  (iii)    which is lawfully acquired from a third party who did
                           not  obtain  it  directly  or  indirectly   from  the
                           disclosing Member;

                  (iv)     which is required to be disclosed by or to a court or
                           governmental  agency,  but only to the extent and for
                           the purpose so required; and

                  (v)      with  a  Member's  financial   advisors,   attorneys,
                           accountants or any other third party engaged by it to
                           the extent strictly  necessary to effect the purposes
                           and  intent of this  Agreement,  it being  understood
                           that, in the case of any such disclosure,  the Member
                           shall have made such third  parties aware of the duty
                           of confidentiality undertaken herein, and shall cause
                           such third parties to respect such undertakings.
                                      -25-
<PAGE>
         (d)      The Members acknowledge and agree that the unauthorized use or
                  disclosure of such Confidential  Information would constitute,
                  inter alia, an act of unfair competition and cause irreparable
                  harm to the non disclosing  Member,  its competitive  position
                  and goodwill, and each Member acknowledges  responsibility for
                  damages  caused  to the  others  by such  unauthorized  use or
                  disclosure.

         (e)      This  obligation  of  confidentiality  shall  remain in effect
                  during  the term of this  Agreement  and for  five  (5)  years
                  thereafter.

12.4     Research and Development.  The Company shall not engage in any research
         or development  concerning the Products or Product  Components  without
         the express, unanimous consent of the parties.

                                     ARTICLE
                                      XIII

                                  Miscellaneous

13.1     Governing Law, Jurisdiction and Venue. This Agreement and all questions
         relating to its validity, interpretation,  performance and enforcement,
         will  be  governed  by and  construed,  interpreted,  and  enforced  in
         accordance with the laws of the State of Arizona,  notwithstanding  any
         conflict  of laws  rules to the  contrary  and in  accordance  with the
         United States  Arbitration Act, 9 U.S.C.  Sections 1 et seq. Subject to
         the  mandatory  arbitration  provision  in  Section  13.18  below,  the
         exclusive  jurisdiction  and  venue  of any  action  relating  to  this
         Agreement  will be the United  States  District  Court for the Southern
         District of New York and each of the parties to this Agreement  submits
         to the exclusive  jurisdiction and venue of such courts for the purpose
         of any such action.

13.2     Notices.  Notices may be delivered either by private  messenger service
         or mail.  Any notice or document  required or permitted  hereunder to a
         Member  shall be in writing and shall be deemed to be given on the date
         received  by the  Member;  provided,  however,  that  all  notices  and
         documents mailed to a Member,  postage prepaid,  certified mail, return
         receipt requested, addressed to the Member at its respective address as
         shown in the  records  of the  Company,  shall be  deemed  to have been
         received seven days (168 hours) after  mailing.  The address of each of
         the Members  shall for all  purposes  be as set forth in the  Company's
         Articles of  Organization  unless  otherwise  changed by the applicable
         Member by  notice to the other  Members  and the  Manager  as  provided
         herein.

13.3     Severability.  If any provision of this Agreement shall be conclusively
         determined  by a court  of  competent  jurisdiction  to be  invalid  or
         unenforceable to any extent,  the remainder of this Agreement shall not
         be affected thereby.
                                      -26-
<PAGE>
13.4     Binding Effect.  Except as otherwise  provided  herein,  this Agreement
         shall inure to the benefit of and be binding upon the Members and their
         respective successors and, where permitted, assigns.

13.5     Titles and  Captions.  All article,  section and  paragraph  titles and
         captions  contained in this Agreement are for convenience  only and are
         not a part of the context hereof.

13.6     Pronouns and  Plurals.  All  pronouns  and any  variations  thereof are
         deemed to refer to the masculine,  feminine, neuter, singular or plural
         as the identity of the appropriate Person(s) may require.

13.7     No Third Party Rights. This Agreement is intended to create enforceable
         rights  between the parties  hereto only,  and creates no rights in, or
         obligations to, any other Persons whatsoever.

13.8     Time is of Essence.  Time is of the essence in the  performance of each
         and every obligation herein imposed.

13.9     Further  Assurances.  The  parties  hereto  shall  execute  all further
         instruments  and perform all acts which are or may become  necessary to
         effectuate and to carry on the business contemplated by this Agreement.

13.10    Estoppel Certificates. The Members hereby agree that, at the request of
         any  Member,  the other  Member  will  execute  and deliver an estoppel
         certificate stating that this Agreement is in full force and effect and
         that to the best of such  Member's  knowledge  and belief  there are no
         defaults by such Member (or that certain defaults  exist),  as the case
         may be, under this Agreement.

13.11    Schedules  Included  in  Exhibits;   Incorporation  by  Reference.  Any
         reference  to an Exhibit to this  Agreement  contained  herein shall be
         deemed to include any Schedules to such  Exhibit.  Each of the Exhibits
         referred to in this Agreement,  and each Schedule to such Exhibits,  is
         hereby incorporated by reference in this Agreement as if such Schedules
         and Exhibits were set out in full in the text of this Agreement.

13.12    Amendments.  This  Agreement  may not be  amended  except by  unanimous
         written agreement of all of the Members.

13.13    Creditors.  None of the provisions of this  Agreement  shall be for the
         benefit of or enforceable by any creditors of the Company.

13.14    Representations.  Each Member,  for itself and for its  representatives
         and Affiliates,  hereby represents and warrants that (a) this Agreement
         affords the Members  significant  legal power and control  over Company
         matters  and the  Member is capable of  intelligently  exercising
                                      -27-
<PAGE>
         such  powers,  (b) the  Member  is  experienced  and  knowledgeable  in
         business  affairs  generally  and in the  business  and  affairs  to be
         conducted by the Company,  and (c) the Member is not so dependent  upon
         the  entrepreneurial or management ability of the other Member that the
         Member cannot replace the other Member or otherwise exercise meaningful
         Company powers.

13.15    Entire Agreement.  This Agreement contains the entire agreement between
         the  parties  hereto  and  supersedes  any  and all  prior  agreements,
         arrangements  or  understandings  between the  parties  relating to the
         subject matter hereof. No oral  understandings,  oral statements,  oral
         promises or oral  inducements  exist. No  representations,  warranties,
         covenants  or  conditions,  express or  implied,  whether by statute or
         otherwise,  other  than as set  forth  herein,  have  been  made by the
         parties hereto.

13.16    Construction.   Each  Member   acknowledges  and  agrees  that  it  has
         participated in the drafting and negotiation of this Agreement and that
         this  Agreement  has been  reviewed  by its legal  counsel and that the
         normal rule of  construction  to the effect that any ambiguities are to
         be  resolved  against  the  drafting  party shall not be applied to the
         interpretation of this Agreement. No inference in favor of, or against,
         the  Company,  any Member or the  Manager  shall be drawn from the fact
         that any one or more of them has drafted any portion hereof.

13.17    Remedies  Cumulative.  Except as  specifically  set forth herein to the
         contrary,  the remedies of the parties  hereto under this Agreement are
         cumulative  and will not preclude the  recovery,  award or grant of any
         other remedies to which any party may be lawfully entitled.

13.18    Arbitration.  If any dispute arises under this Agreement,  upon written
         notice of either party,  the parties will  immediately  seek to resolve
         the  dispute by good faith  negotiations.  If the parties are unable to
         resolve the dispute in writing  within ten (10)  business days from the
         commencement  of  such  good  faith  negotiations,   then  without  the
         necessity  of further  notice or agreement  between the  parties,  such
         dispute  will be finally  settled  in  accordance  with the  Commercial
         Arbitration  Rules  of the  American  Arbitration  Association  and its
         Supplementary Procedures for International  Commercial Arbitration,  as
         in  effect  as of the date of this  Agreement.  The  language  for such
         arbitration  will be English  and the site will be New York,  New York.
         The number of arbitrators will be three (3) (the "Arbitrators"). If the
         parties  agree on the  persons  to be the  Arbitrators  at the time the
         dispute is submitted to  arbitration,  then those  persons shall be the
         Arbitrators.   Otherwise,  each  party  will  select  one  (1)  of  the
         Arbitrators,  and those  Arbitrators will select the third  arbitrator.
         Failing an  agreement  on the third  Arbitrator,  the  president of the
         American Arbitration  Association will be the sole appointing authority
         for the third Arbitrator. The decision of the Arbitrators will be final
         and  non-appealable  as between the parties to this  Agreement.  Either
         party may, at its option,  seek injunctive  relief or other provisional
         remedies  against  the  other  party  from  any  court  of  appropriate
         jurisdiction.  Each  party to the  dispute  will  bear  its  respective
         expenses  incurred  in  respect  of the  dispute  and the  costs of the
         Arbitrators will be borne equally by both parties.
                                      -28-
<PAGE>
                                     ARTICLE
                                      XIV

                                   Definitions

The following  terms used in this  Agreement  shall have the meanings  described
below:

"Act" shall mean the Arizona Limited Liability Company Act.

"Adjusted Basis" shall have the meaning given such term in Code section 1011.

"Adjusted Capital Account Balance" shall mean, with respect to each Member,  the
balance of such Member's Capital Account at the end of the Fiscal Year increased
by any amount which the Member is deemed to be obligated to restore  pursuant to
penultimate   sentences  of  Treasury  Regulation  sections   1.704-2(g)(1)  and
1.704-2(i)(5).

"Adjusted  Capital Account  Deficit" shall have the meaning set forth in Section
5.2(a).

"Affiliate" shall mean a Person who, with respect to any other Person,  directly
or indirectly  controls,  is controlled by, or is under common control with such
other Person.  For purposes of this definition,  "control" shall mean any one or
more of the following:

         (a)      ownership or control  (whether  directly or otherwise) of more
                  than 50 percent of the equity share capital, voting capital or
                  other equity interest of such other Person;

         (b)      ownership of the equity share capital, voting capital or other
                  equity interest by contract or otherwise, control of, power to
                  control the  composition  of, or power to appoint more than 50
                  percent  of the  members of the board of  directors,  board of
                  management or other equivalent or analogous body of such other
                  Person;

         (c)      entitlement  to receive by virtue of its  ownership or control
                  of any  interest in such other  Person more than 50 percent of
                  any (but not necessarily every) income or capital distribution
                  made by such other Person (either on liquidation,  winding-up,
                  dissolution or otherwise).

"Agreement" shall mean this Operating Agreement,  as it may be amended from time
to time, complete with all exhibits and schedules hereto.

"Agreements" shall have the meaning given such term in Section 6.2(b).

"American   Territory"  shall  mean  the  United  States  of  America,  and  its
territories.
                                      -29-
<PAGE>
"Approved Plan and Budget" shall mean the Company's business plan and budget for
each  Fiscal  Year,  which  shall be  proposed by the Manager and subject to the
unanimous written approval of the Members.

"Articles  of  Organization"  shall mean the  Articles  of  Organization  of the
Company as may be amended from time to time.

"Asian  Territory"  shall  mean  the  Asian  countries  of South  Korea,  Japan,
Singapore, Malaysia and Taiwan.

"Available Cash Flow" shall have the meaning set forth in Section 4.1.

"Bankruptcy"  shall mean, with respect to a Person,  the happening of any of the
following:

(a)      the making by such  Person of a general  assignment  for the benefit of
         creditors;

(b)      the filing by such Person of a voluntary  petition in bankruptcy or the
         filing of a  pleading  in any court of record  admitting  in writing an
         inability to pay debts as they become due;

(c)      the entry of an  order,  judgment  or decree by any court of  competent
         jurisdiction adjudicating such Person to be bankrupt or insolvent;

(d)      the  filing  of  a  petition  or  answer  seeking  any  reorganization,
         arrangement,  composition,  readjustment,  liquidation,  dissolution or
         similar relief under any statute, law or regulation;

(e)      the  filing of an  answer  or other  pleading  admitting  the  material
         allegations  of,  or  consenting  to, or  defaulting  in  answering,  a
         bankruptcy  petition  filed  against  such  Person  in  any  bankruptcy
         proceeding;

(f)      the filing of an application or other pleading or any action  otherwise
         seeking,   consenting  to  or  acquiescing  in  the  appointment  of  a
         liquidating  trustee,  receiver  or  other  liquidator  of  all  or any
         substantial part of such Person's properties;

(g)      the  commencement   against  such  Person  of  any  proceeding  seeking
         reorganization,  arrangement, composition,  readjustment,  liquidation,
         dissolution  or similar  relief  under any statute,  law or  regulation
         which has not been quashed or dismissed within 180 days; or

(h)      the appointment without the consent or acquiescence of such Person of a
         liquidating  trustee,  receiver  or  other  liquidator  of  all  or any
         substantial part of such Person's  properties  without such appointment
         being  vacated or stayed  within 90 days and, if stayed,  without  such
         appointment  being vacated  within 90 days after the  expiration of any
         such stay.
                                      -30-
<PAGE>
"Capital  Account"  shall mean the  accounting  record of each Member's  capital
interest  in the  Company.  There shall be  credited  to each  Member's  Capital
Account (a) the amount of any contribution of cash by that Member, (b) the Gross
Asset Value of property  contributed by that Member, (c) that Member's allocable
share of  Profits  and any  items  in the  nature  of  income  or gain  that are
specially allocated to that Member pursuant to Section 5.2 hereof (not including
Section  5.2(d) hereof) and (d) the amount of any Company  liabilities  that the
Member  assumes or takes  subject  to under Code  section  752.  There  shall be
debited   against  each  Member's   Capital   Account  (i)  the  amount  of  all
distributions  of cash to that Member unless a  distribution  to the Member is a
loan, a repayment of a loan, or is deemed a payment  under Code section  707(c),
(ii) the  Gross  Asset  Value of  property  distributed  to that  Member  by the
Company,  (iii)  that  Member's  allocable  share of Losses and any items in the
nature of expenses or losses which are specially  allocated  pursuant to Section
5.2 hereof (not  including  Section  5.2(d)  hereof),  and (iv)the amount of any
liabilities  of that Member that the Company  assumes or takes  subject to under
Code  section  752. The  transferee  of all or a portion of the  Interest  shall
succeed to that  portion of the  transferor  Member's  Capital  Account  that is
allocable to the portion of the Interest transferred. This definition of Capital
Account and the other  provisions  herein relating to the maintenance of Capital
Accounts are intended to comply with Treasury Regulation sections 1.704-1(b) and
1.704-2 and shall be interpreted  and applied in a manner  consistent with those
Treasury  Regulation  sections.  In the event the Manager  determines that it is
prudent  to modify the manner in which the  Capital  Accounts,  or any debits or
credits thereto (including,  without  limitation,  debits or credits relating to
liabilities that are secured by contributed or distributed property or which are
assumed by the  Company or the  Members),  are  computed in order to comply with
that Treasury  Regulation,  the Manager may make such modification.  The Manager
shall also make any appropriate  modifications in the event unanticipated events
might  otherwise  cause this  Agreement not to comply with  Treasury  Regulation
sections 1.704-1(b) and 1.704-2.

"Capital  Contribution"  shall mean,  with respect to any Member,  the amount of
money  contributed  by that  Member to the Company  and, if property  other than
money is  contributed,  the initial Gross Asset Value of such  property,  net of
liabilities assumed or taken subject to by the Company.

"Cerprobe Subsidiary" shall have the meaning set forth in Section 6.1.

"Code" shall mean the Internal Revenue Code of 1986 (or successor  thereto),  as
amended from time to time.

"Company"  shall mean the  limited  liability  company  formed  pursuant to this
Agreement, as such company may from time to time be constituted.

"Deadlock" shall have the meaning set forth in Section 9.3.

"Defaulting  Member"  shall mean a Member that has committed an event of default
as described in Section 7.6 hereof.
                                      -31-
<PAGE>
"Depreciation" shall mean, for each Fiscal Year or other period, an amount equal
to the  depreciation,  amortization or other cost recovery  deduction  allowable
with respect to an asset for that year or other period, except that if the Gross
Asset Value of an asset differs from its adjusted  basis for federal  income tax
purposes at the beginning of the Fiscal Year or other period, Depreciation shall
be an amount which bears the same ratio to that different  Gross Asset Value (as
originally  computed) as the federal income tax depreciation,  amortization,  or
other cost recovery  deduction for that Fiscal Year or other period bears to the
adjusted tax basis (as  originally  computed);  provided,  however,  that if the
federal income tax depreciation,  amortization or other cost recovery  deduction
for the applicable year or period is zero, Depreciation shall be determined with
reference to the Gross Asset Value (as originally computed) using any reasonable
method selected by the Members.

"Distribution Agreement" shall mean the Distribution Agreement, by and among the
Company, Cerprobe, and Upsys, and entered into in accordance with Section 6.5 of
this Agreement.

"Effective Date" shall have the meaning set forth in Section 1.4.

"Fiscal Year" shall mean the year on which the accounting and federal income tax
records of the  Company  are kept.  The first  Fiscal  Year  shall  start on the
Effective  Date,  and the last Fiscal Year shall end on the  termination  of the
Company.

"Gross Asset Value"  shall mean with respect to any Company  asset,  the asset's
Adjusted Basis, except as follows:

(a)      the initial Gross Asset Value of any asset  contributed  by a Member to
         the  Company  shall be the gross fair market  value of that  asset,  as
         determined by the contributing Member and the Manager;

(b)      the Gross Asset Value of all Company  assets shall be adjusted to equal
         their  respective  gross  fair  market  values,  as  determined  by the
         Manager, as of the date upon which any of the following occurs: (i) the
         acquisition  of  an  additional  interest  in  the  Company  after  the
         Effective Date by any new or existing Member, in exchange for more than
         a de minimis Capital Contribution or the distribution by the Company to
         a Member  of more  than a de  minimis  amount of  Company  property  as
         consideration for an interest in the Company, if the Manager determines
         that such  adjustment  is  necessary  or  appropriate  to  reflect  the
         relative economic  interest of the Members of the Company;  and (ii)the
         liquidation  of the Company  within the meaning of Treasury  Regulation
         section 1.704-1(b)(2)(ii)(g);

(c)      the Gross Asset Value of any Company  asset  distributed  to any Member
         shall be the  gross  fair  market  value  of that  asset on the date of
         distribution,  as determined by the Member receiving that  distribution
         and the Manager; and
                                      -32-
<PAGE>
(d)      if an election  under Code  section 754 has been made,  the Gross Asset
         Value of Company  assets shall be increased  (or  decreased) to reflect
         any  adjustments to the adjusted  basis of the assets  pursuant to Code
         section  734(b) or Code  section  743(b),  but only to the extent  that
         those  adjustments  are  taken  into  account  in  determining  Capital
         Accounts pursuant to Treasury Regulation section  1.704-1(b)(2)(iv)(m);
         provided,  however,  that  Gross  Asset  Value  shall  not be  adjusted
         pursuant  to  this  subsection  (d)  to the  extent  that  the  Manager
         determines  that an  adjustment  pursuant to  subsection  (b) hereof is
         necessary or  appropriate in connection  with a transaction  that would
         otherwise result in an adjustment pursuant to this subsection (d).

If the Gross Asset  Value of an asset has been  determined  or adjusted  hereby,
that Gross Asset Value shall thereafter be further adjusted by the Depreciation,
if any,  taken into account with respect to that asset for purposes of computing
Profits and Losses.

"Initial Member Loan" shall have the meaning set forth in Section 3.3.

"Intellectual  Property Rights" shall mean patents,  design patents,  industrial
designs,  utility models,  trademarks,  trade dress, proprietary designs, logos,
company names, trade names, copyrights and copyrightable works, software,  trade
secrets, license rights, know-how, processes and all other intellectual property
rights or proprietary  information,  and in each case,  together with associated
goodwill.

"Interest"  shall  mean the  interest  of a Member  in the  Company  as a Member
representing  such Member's  rights,  powers and privileges as specified in this
Agreement.

"Legal  Opinion" shall mean the legal opinion of O'Connor,  Cavanagh,  Anderson,
Killingsworth & Beshears in the form set forth in Exhibit E hereto.

"Major  Decisions"  shall mean those decisions  requiring the unanimous  written
approval of the Members as set forth in Section 6.4 of this Agreement.

"Majority  Vote" shall mean a majority  of the votes  eligible to be cast by the
Members.

"Management  Agreement"  shall mean the  Management  Agreement,  by and  between
Cerprobe Subsidiary and the Company, and entered into in accordance with Section
6.5 of this Agreement.

"Manager"  shall mean that person  designated as such pursuant to Section 6.1 of
this Agreement.

"Member" shall mean any Person that executes this Agreement as a Member, and any
other Person  admitted to the Company as an  additional or  substituted  Member,
that has not made a disposition of such Person's entire Interest.
                                      -33-
<PAGE>
"Member Loan" shall mean a loan to the Company from a Member in accordance  with
Section 3.3 hereof.

"Non  Discretionary  Expenditures"  shall have the  meaning set forth in Section
6.2(b).

"Participating  Percentage"  shall mean 55 percent as to Cerprobe and 45 percent
as to Upsys, except if otherwise modified by agreement of both Members.

"Person"  shall mean an  individual,  firm,  corporation,  partnership,  limited
liability company,  association,  estate, trust, pension or profit-sharing plan,
or any other entity.

"Principal  Office" shall mean the  registered  Arizona office of the Company at
which the records of the Company are kept as required under the Act.

"Products" shall have the meaning set forth in Section 2.4.

"Product Components" shall have the meaning set forth in Section 2.4.

"Profits"  and  "Losses"  shall mean for each  Fiscal Year or other  period,  an
amount equal to the  Company's  taxable  income or loss for that year or period,
determined in accordance  with Code section 703(a) (for this purpose,  all items
of income,  gain, loss or deduction required to be stated separately pursuant to
Code section  703(a)(1)  shall be included in taxable income or loss),  with the
following adjustments:

(a)      any income of the Company  exempt from federal income tax not otherwise
         taken into  account in  computing  Profits or Losses  shall be added to
         that taxable income or loss;

(b)      any expenditures of the Company described in Code section  705(a)(2)(B)
         or  treated  as Code  section  705(a)(2)(B)  expenditures  pursuant  to
         Treasury Regulation section 1.704- 1(b)(2)(iv)(i),  shall be subtracted
         from that taxable income or loss;

(c)      in the event the Gross Asset Value of any Company  asset is adjusted as
         required by the  definition  of Gross Asset  Value,  the amount of that
         adjustment  shall  be  taken  into  account  as gain or loss  from  the
         disposition  of that asset  (assuming  the asset was  disposed  of just
         prior to the adjustment) for purposes of computing Profits or Losses in
         the Fiscal Year of adjustment;

(d)      gain or loss  resulting from any  disposition of Company  property with
         respect  to which gain or loss is  recognized  for  federal  income tax
         purposes shall be computed by reference to the Gross Asset Value of the
         property disposed of,  notwithstanding  that the Adjusted Basis of that
         property may differ from its Gross Asset Value;
                                      -34-
<PAGE>
(e)      depreciation,  amortization  and other cost recovery  deductions  taken
         into account in computing the taxable  income or loss shall be based on
         the Gross Asset Value of the assets; and

(f)      any  items of  income,  gain,  loss or  deduction  that  are  specially
         allocated  pursuant  to  Section  5.2  hereof  shall not be taken  into
         account in computing Profits or Losses.

"Related Agreements" shall mean the Supply Agreement,  the Management Agreement,
and the  Distribution  Agreement,  final forms of which are  attached  hereto as
Exhibits B, C and D, respectively.

"Supply Agreement" shall mean the Supply Agreement, by and among Upsys, Cerprobe
and the  Company,  and  entered  into in  accordance  with  Section  6.5 of this
Agreement.

"Tax Matters  Member"  shall mean the "tax  matters  partner" as defined in Code
section 6231(a)(7).

"Territory"  shall  mean  collectively  the  American  Territory  and the  Asian
Territory.

"Transfer" shall mean to sell, assign,  transfer, give, donate, pledge, deposit,
alienate,  bequeath,  devise or  otherwise  dispose of or encumber to any Person
other than the Company.

"Transferee" shall mean a Person to whom a Transfer is made.

"Treasury Regulations" shall mean pronouncements,  as amended from time to time,
or their  successor  pronouncements,  which  clarify,  interpret  and  apply the
provisions of the Code,  and which are designated as "Treasury  Regulations"  by
the United States Department of the Treasury.

"Upsys Technology" shall mean the Intellectual Property Rights of Upsys relating
to vertical probing using cobra shaped types of probes.

"Withdrawal  Event"  shall mean those events or  circumstances  listed in A.R.S.
29-733, with the exception of the Bankruptcy of a Member.

"Withdrawn Member" shall have the meaning set forth in Section 9.2 hereof.
                                      -35-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
day and year first above written.

CERPROBE CORPORATION

By: /s/ C. Zane Close
   ----------------------------------------
Name:  C. Zane Close
Its:  President and Chief Executive Officer


UPSYS

By: /s/ Jean-Claude Gery
   ----------------------------------------
Name:  Jean-Claude Gery
Its:  General Manager