OPERATING AGREEMENT
                                       OF
                             CRPB INVESTORS, L.L.C.

         This Operating  Agreement  (the  Agreement) is made and entered into by
and among those persons  executing this Agreement as the Members as set forth on
Schedule A to this  Agreement.  In  consideration  of the  foregoing  and of the
mutual  promises and  conditions  hereinafter  set forth,  the parties  agree as
follows:


                                    ARTICLE 1
                     Formation of Limited Liability Company

         1.1  Company.  The  Members  have  formed a limited  liability  company
pursuant to the Arizona Limited  Liability  Company Act (the Act").  The name of
the company is CRPB  Investors,  L.L.C.  (the  "Company"),  with such changes or
variations thereof as may be necessary to comply with the requirements of law or
regulatory  bodies in any jurisdiction in which the Company may do business.  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  intent of the  Members  that the  Company  not be  operating  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.

         1.2 Filing.  The  Articles of  Organization  have been filed and are in
effect  in the  State  of  Arizona.  To the  extent  not  provided  for in  this
Agreement, the Company and its Members shall be governed by the Act.

         1.3  Character of Business.  The Company  shall not engage in any other
business or activity  except as set forth in or  contemplated by this Agreement.
The business of the Company shall be:

                  1.3.a.  To acquire and take title to real property and to hold
for investment,  maintain,  develop,  manage,  improve, lease, sell, dispose of,
transfer, convey, mortgage and otherwise deal with such property;

                  1.3.b.  To enter  into,  perform and carry out  contracts  and
agreements which are, in the judgment of the Manager, necessary,  appropriate or
incidental to the accomplishment of the business and purposes of the Company;

                  1.3.c.  To engage in all business  activities  permitted under
the law; and

                  1.3.d.  To do any other acts or things which may be necessary,
appropriate, related or incidental, in the judgment of the Manager, to carry out
the business and purpose of the Company as stated above.
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         1.4 Office and  Principal  Place of  Business.  The initial  office and
principal  place of business of the Company  shall be 8603 East Royal Palm Road,
Suite 210, Scottsdale, Arizona 85258, or such substituted or additional place of
business as may be designated by the Manager from time to time.

         1.5 Term.  The Company's  existence  shall  commence on the date of the
filing of the Articles of  Organization  and shall be governed by this Agreement
which  provides for  dissolution  of the Company in  accordance  with Article 9,
dissolution of Company on the earliest to occur of the following:

                  1.5.a. December 3 1, 2047.

                  1.5.b.  The Members holding not less than two-thirds  (2/3) of
the issued and outstanding Units determine that the Company should be dissolved;
or

                  1.5.c.  The Company sells or disposes of all or  substantially
all of its interest in the Property and any promissory note,  mortgage,  deed of
trust,  agreement  of sale or other  assets  which the  Company  may  acquire in
exchange for such Property.

         1.6  Continuation of Company.  Subject to all of the provisions of this
Agreement,   the  death,   withdrawal,   resignation,   retirement,   expulsion,
bankruptcy,  insanity or  substitution of any Member shall dissolve or terminate
the Company,  unless the Members holding not less than  two-thirds  (2/3) of the
issued and  outstanding  Units  consent to continue  the business of the Company
pursuant to the voting procedures described in paragraph 10.2 below.

         1.7 Members.  The Members shall be as named herein, or any other Person
admitted to the Company as an  additional  Member.  The addresses of the Members
are set forth on Schedule A which is  attached  hereto and made a part hereof by
this reference.

                                    ARTICLE 2
                                   Definitions

         2.1  Definitions.  Whenever used in this Agreement the following  terms
shall have the meanings described below:

                  2.1.a.  "Adjusted Capital  Contributions" shall be the Capital
Contributions  paid  pursuant to Article 3 of this  Agreement  at any point,  as
decreased from time to time by Distributions pursuant to paragraph 4.1.b below.

                  2.1.b.   "Agreement"  shall  mean  this  Operating   Agreement
pursuant to which the Company is organized, as the same may be amended from time
to time.

                  2.1.c. "Affiliate" shall mean, with respect to any Person, (I)
any Person  directly or  indirectly  controlling,  controlled by or under common
control with such Person,  (ii) any Person owning or controlling  10% or more of
the outstanding voting interests of such Person, (iii) any officer, director, or
general manner of such Person,  or (iv) any Person who is an officer,  director,
general partner, trustee,
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or holder of 10% or more of the  voting  interests  of any Person  described  in
clauses (I) through (iii) of this sentence.

                  2.1.d.  "Capital  Account"  shall  mean  a  Member's  separate
capital account as determined from time to time pursuant to Article 4.

                  2.1.e.  "Capital  Contributions  " shall mean, with respect to
any Member,  the fair market  value of any  property and the total amount of any
money contributed to the Company by such Member at any point pursuant to Article
3, Capital Contributions.

                  2.1.f.  "Capital  Percentage"  shall mean the ratio  which the
Capital  Contributions  by each  Member on the last day of each  calendar  month
bears to the total of all Capital  Contributions by all Members as of that date,
without  regard to Capital  Accounts or the number of days during such months in
which a Person was a Member. The respective  Capital  Percentages of the Members
are set forth in Schedule A opposite each Member's name.

                  2.1.g. "Cash Available for Distribution" shall mean the excess
of Gross Receipts,  after payment of any and all indebtedness  currently payable
with respect to the Property,  over expenses,  costs,  cash  disbursements,  and
other  obligations,   whether  accrued  or  paid,  without  deductions  for  any
depreciation,   and  less  a  reasonable   allowance   for  cash   reserves  for
contingencies and anticipated obligations,  including property taxes, insurance,
assessments,  capital  improvements  and  replacements,  as  determined  by  the
Manager.  At such time as the Manager  determines that the unused balance of any
such reserves  previously  retained out of funds which would otherwise have been
Cash Available for Distribution is no longer necessary, the same shall thereupon
be deemed  Cash  Available  for  Distribution  If during any month of  operation
actual Cash Available for  Distribution is less than ninety percent (90%) of the
monthly budgeted amount for such Distributions, all subsequent determinations of
Cash  Available  for  Distribution  shall be made  upon the vote of the  Members
holding two-thirds (2/3) of the total issued and outstanding Units herein

                  2.1.h.  "Company"  shall mean CRPB  Investors,  L C  organized
pursuant to this Agreement

                  2.1.i.   "Distributions"   shall  mean  Cash   Available   for
Distribution paid to the Members with respect to any fiscal year of the Company.

                  2.1.j.  "Gross  Receipts"  shall mean all cash received by the
Company from every source,  excluding  Capital  Contributions and Assessments or
from any Company borrowing.

                  2.1.k. "Initial Capital Contributions" shall mean the total of
the capital contributions received from the Initial Members.

                  2.1.l.  "Initial  Construction  Phase"  shall  mean the period
between the date of this  Agreement and the date of  'Substantial  Completion as
that term is defined in the lease referred to in paragraph 6.6 below.
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                  2.1.m. "Initial Construction Phase Return" with respect to any
Member who has contributed cash to the Company for its Units, means the Adjusted
Capital  Contributions in cash of such Member existing from time-to-time  during
the Initial  Construction  Phase of the Property  multiplied by an interest rate
equal to ten percent (10%) per annum,  cumulative but not  compounded.  Any such
Returns will be deemed to be a line item expense for purposes of computing Total
Project Costs as that term is defined in the Lease  referred to in paragraph 6.6
below.

                  2.1.n.  "Initial  Members" shall mean P. B. Bell & Associates,
Inc.,  CORP,  Inc.,  Cerprobe  Corporation  and the investor or  investors  that
contribute  funds used to return  $768,000  of  Cerprobe  Corporation's  Capital
Contribution.

                  2.1.o. "Member" shall mean any Person admitted to the Company.

                  2.1.p.  "Majority  Vote"  shall  mean the vote of the  Members
representing more than fifty percent (50%) of the Total Outstanding Units.

                  2.1.q. "Manager" shall mean P. B. Bell & Associates,  Inc., an
Arizona corporation. The Manager shall also be a Member.

                  2.1.r.  "Net Losses"  shall mean the net losses of the Company
as determined for federal income tax purposes.

                  2.1.s.  "Net  Profits"  shall mean the  taxable  income of the
Company as determined for federal income tax purposes, exclusive of net gains or
net losses  recognized for federal Income tax purposes in a fiscal year from the
sale  or  other  disposition  of all or  substantially  all of the  Property  in
dissolution of the Company.

                  2.1.t. "Property" shall mean the real property as described on
Schedule B hereto and any building,  structure or improvements  now or hereafter
added thereto or thereon,  and any other property,  real,  personal or mixed, or
any interest therein, thereafter acquired directly or indirectly by the Company

                  2.1.u.  "Person" shall mean any natural  person,  partnership,
corporation, limited liability company, association or other legal entity.

                  2.1.v.  "Recoupment"  shall  mean  any  point in time at which
cumulative  Distributions  equal one hundred percent (100%) of the total Capital
Contributions made by a Member.

                  2.1.w.  "Total  Outstanding Units" shall mean all Units issued
to Members.

                  2.1.x.  "Unit"  shall  mean one (I) of the total  one  hundred
(100)  ownership  Interests  outstanding  in the  Company to be  acquired by the
Members  and which  shall  represent  the  Capital  Contribution  to the Company
pursuant to Paragraph  3.1,  "Capital  Contributions."  Ownership of Units shall
entitle the holder thereof to the Capital Percentage respecting such interest as
set  forth on  Schedule  A, and an  interest  in the Net  Profits,  Net  Losses,
credits, deductions, Distributions and any other rights
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of a Member as specified herein.

                                    ARTICLE 3
                              Capital Contributions

         3.1  Capital  Contributions.  The  Company is  authorized  to accept an
unlimited  amount of Capital  Contributions  and issue a maximum of one  hundred
(100) Units.

                  3.1.a. The Company will admit as Members such Persons who have
contributed cash, property, or other consideration to the capital of the Company
for such Capital  Percentage and Units as set forth on Schedule A hereto, as may
be amended from time to time.

                  3.1.b. The Company may issue fractional Units.

                  3.1.c.  The  Manager  shall  have the  authority  to admit the
Initial Members subject to paragraph 3.1.a The Manager shall, upon the admission
of Members,  obtain the  signature to and  acceptance  of this  Agreement by the
Member and make the  appropriate  adjustments  to  Schedule A hereto  respecting
Capital Contributions and Capital Percentages.

         3.2 Additional Capital Contributions.  In the event that the Company is
in need of capital in excess of the  contributions  set forth in  Schedule A for
ordinary and  necessary  construction  costs and for  recurring  expenses of the
Company  such  as  real  estate  taxes  and  assessments,   insurance  premiums,
accounting and legal fees and similar expenses, additional Capital Contributions
shall be required to be contributed to the Company,  to be payable in proportion
to the  respective  Units of the  Members,  up to an  aggregate  maximum  of ten
percent (10%) of the Initial  Capital  Contribution  of a Member.  To the extent
contributions  are needed in excess of such ten percent  (10%),  a Member  shall
only be required to  contribute  its prorata  share upon the vote of the Members
holding two-thirds (2/3) of the total issued and outstanding Units herein.

         3.3 Failure to Make Additional Capital Contributions.

                  3.3.a.  If a  Member  fails  to  make  an  Additional  Capital
Contribution as required by Paragraph 3.2, Additional Capital Contributions,  on
or before the specified  payment date, the Manager shall deliver  written notice
of such failure to the defaulting Member. If the defaulting Member fails to make
the required  Additional Capital  Contribution  within the time specified in the
notice, such defaulting Member shall remain personally liable for the Additional
Capital Contribution until the Company receives the same and the Manager, to the
extent  permitted by law,  may at its option and on behalf of the  Company:  (I)
expel the  defaulting  Member from the  Company by  delivery  of written  notice
thereof to such  Member;  (ii)  extend the time for  payment;  (iii)  bring suit
against the defaulting Member for the amount in default,  together with interest
thereon from the day such amount was due at the rate of eighteen  percent  (18%)
per annum plus collection expenses,  including, without limitation, the fees and
disbursements of counsel for the Company; and/or (iv) pursue any other remedy or
course of action which the Manager deems to be  appropriate  and is permitted by
law.
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<PAGE>
                  3.3.b.  If a  Member  is  expelled,  such  expulsion  shall be
effective  upon  delivery  of the  Manager's  written  notice to the  defaulting
Member.  A Member who is adjudged a bankrupt may  forthwith be expelled from the
Company  without  prior  notice or the  necessity  of any further  action by the
Manager.  Upon  expulsion,  the expelled  Member shall cease to have any further
right to vote as a Member or to  attend or  receive  notice of any  meetings  of
Members or to otherwise participate in any decisions of the Members, the Manager
or the  Company  In the  event the  expelled  Member  is the  Manager,  then ail
management and administrative powers as manager' shall cease effective as of the
time of expulsion, and a new Manager shall be appointed by those Members holding
two-thirds  (2/3) of the Units held by the  non-expelled  Members.  Any expelled
Member  shall  also cease to  participate  in or receive  any Net  Profits,  Net
Losses,  Distributions,  credits or deductions of the Company, commencing at the
time such  expulsion  occurs  and  thereafter  for the term of the  Company.  An
expelled  Member  shall not be  entitled to the return of its  Adjusted  Capital
Contributions  to the Company until  Recoupment has occurred with respect to all
of the unexpelled Members. The rights of an expelled Member to the return of its
Adjusted  Capital   Contributions   shall  be  junior  in  all  respect  to  the
Distributions  of the remaining  Members and shall be refunded,  if at all, only
when all other  Distributions  to which the other Members are entitled have been
made.

                  3.3.c. The Manager shall deliver written notice to all Members
of the  expulsion  of a Member  and shall  request  each  Member  to advise  the
Manager,  in writing,  whether  such Member  wishes to acquire all or any of the
Units owned by the expelled Member  immediately prior to the expulsion by paying
the delinquent contributions  attributable to such Units of the expelled Member.
If more than one Member elects to purchase such Units within the time  specified
in the notice,  which shall be not less than ten (10) days after delivery of the
Manager's  notice,  they shall acquire such Units in the proportions  that their
respective  Units bear to each other and shall pay a proportionate  share of the
delinquent  contributions  attributable to the Units of the expelled Member.  If
none of the Members elects to acquire the Units or if some or all of the Members
elect to acquire  only a portion of such Units,  the Manager  may  purchase  the
remaining Units or may sell such Units to a third person in consideration of the
fulfillment  of all the  following  conditions:  (I)  payment of all  delinquent
capital  contributions  attributable  to the Units to be purchased;  (2) written
agreement to pay all future capital  contributions  attributable to the Units to
be purchased;  and (3) execution of a counterpart  of this Agreement as a Member
If no third party purchases the Units of the expelled Member,  the Company shall
have the option to  purchase  the Units by paying the  delinquent  contributions
attributable  to such Units.  In the event the Units of an  expelled  Member are
purchased as described  above, the rights of an expelled Member to the return of
its  Adjusted  Capital  Contributions  shall be  junior in all  respects  to the
Distributions  of the remaining  Members and shall be refunded,  if at all, only
when all other  Distributions  to which the other Members are entitled have been
made.

                  3.4 Use of Capital  Contributions.  All Capital  Contributions
shall be expended in  furtherance  of the business of the  Company.  No interest
shall be paid on Capital  Contributions,  except as otherwise  permitted in this
Agreement.  Pending the use of Capital Contributions in Company operations, such
Contributions  will not be  commingled  with the  funds of any  other  Person or
entity,  except that the funds may be deposited in an account in the name of the
Company in such bank or other  financial  institution  as the  Manager  may deem
appropriate  or in a money  market  mutual  fund or such  other  investments  or
securities as determined by the Members holding not less than  two-thirds  (2/3)
of the issued and outstanding Units. 6
<PAGE>
         3.5 Loans. If the Manager at any time or from time to time,  determines
that the  business of the Company  requires  funds for any reason in addition to
those  contributed  by the Members,  one or more Members may lend such  required
funds to the  Company  in such  amounts  as  determined  by the  Manager  but in
proportion among the Members willing to make loans according to their respective
Units owned herein,  and at an annual  interest rate equal to the prime interest
rate in effect at Bank of America plus two (2) percentage points, cumulative but
not compounded  unless loans can be obtained  elsewhere at more favorable terms.
Said loans shall be payable out of the general funds of the Company and shall in
no event be treated as contributions to the capital of the Company.


                                    ARTICLE 4
                    Net Profits, Net Losses and Distributions

         4.1  Allocation  of  Distributions.  From  and  after  the date of this
Agreement and until termination of the Company,  no Distributions to the Members
shall be made except as provided in this Article.  The Manager shall,  from time
to time as it may deem  appropriate,  determine the amount of Cash Available for
Distribution,  if any  Distributions  will be allocated among the Members in the
following manner:

                  4.1.a.  Ninety-nine  percent  (99%)  to the  Members  who have
Adjusted Capital Contribution balances from cash contributions prorata according
to their  respective  Capital  Percentages  and one percent  (1%) to the Manager
until all such Members receive Distributions in an amount equal to their Initial
Construction Phase Return; then

                  4.1.b.  To the  Members in  accordance  with their  respective
Capital Percentages.

         4.2  Distributions  and Admissions of Members.  Upon the admission of a
Member, the share of Distributions  allocable to such Member shall be determined
consistent with the portion of the year during which it was a Member.

         4.3 Distributions  and Withdrawal of Members.  Although the Manager may
make Distributions with respect to the Units during the term of the Company,  no
Member  shall  have the right to  withdraw  from the  Company  or to demand  any
Distributions  or a return of all or any part of its Capital  Contributions.  No
Member,  by  reason  of its  withdrawal  from the  Company,  shall  receive  any
Distributions  other  than in such  amounts  and at such  times as it would have
received had such Member not withdrawn from the Company.

         4.4 Net Profits, Net Losses, Credits and Deductions.

                  4.4.a.  Except as provided in  subparagraph  4.4.c below,  Net
Profits, Net Losses,  credits and deductions of the Company with respect to each
fiscal year in which there are  Distributions  to the Members shall be allocated
among the Members  (including the Manager) in the same ratio that  Distributions
are  allocated in Paragraph  4.1,  Allocation of  Distributions,  in such fiscal
year. If there are no Distributions  in any given fiscal year, Net Profits,  Net
Losses,  credits and  deductions of the Company with respect to such fiscal year
shall be allocated among the Members (including the Manager)
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in the same ratio that Distributions  would be allocated pursuant to Paragraph 4
1,  Allocation of  Distributions,  in such fiscal year,  taking into account the
cumulative Distributions made by the Company prior to such fiscal year.

                  4.4.b.  If any  Member is not a Member  for an  entire  fiscal
year, or if its Capital  Percentage  changed  during such year, the share of Net
Profits,  Net  Losses,  Distributions,  credits  and  deductions  of the Company
allocable to such Member shall be determined  consistent with the portion of the
year during which it was a Member and by taking into account its varying Capital
Percentages.

                  4.4.c.  Net gains or net losses  recognized for federal income
tax purposes in a fiscal year from the sale,  including an  installment  sale or
other  disposition of all or substantially all of the Property in dissolution of
the Company shall be allocated among the Members in the following manner:

                           4.4.c.1.  Net gains shall be allocated to the Members
to increase their Capital Accounts by an amount equal to the net reductions made
to their  Capital  Accounts by reason of the  allocation of Net Losses and other
items which, under Paragraph 4.5, capital Accounts, resulted in decreases in the
Members' Capital  Accounts during the term of the Company  (provided that if the
amount of net gains shall be Insufficient to accomplish the foregoing,  then the
net gains shall be apportioned  among the Members in the ratios that the Members
respective net reductions bear to each other).

                           4.4.c.2.  Any  balance  of the net  gains and any net
losses shall be allocated among the Members in the same ratio that Distributions
would be allocated among the Members  pursuant to Paragraph 4.1,  "Allocation of
Distributions,  " as though  there were no  dissolution  of the  Company in such
fiscal year, taking into account the cumulative Distributions made prior to such
fiscal year.

         4.5 Capital  Accounts.  The Company shall  maintain a separate  Capital
Account  for each  Member in  accordance  with the  rules  set forth in  Section
1.704-1(b)(2)(iv)  of the Treasury  Regulations  under the Internal Revenue Code
Subject to those rules,  Capital Account shall mean the amount of any money paid
by the  Member  to the  Company,  increased  by:  (I) the fair  market  value of
property contributed by the Member to the Company (net of liabilities secured by
the property or to which the  property is  subject);  and (ii) the net amount of
any income  allocated to the Member;  and  decreased by: (a) the amount of money
paid to the Member;  (b) the fair market  value of property  distributed  to the
Member by the Company  (net of  liabilities  secured by the property or to which
the property is subject);  (c) the Member's share of expenditures of the Company
described in Section  705(a)(2)(B)  of the Code  (including,  for this  purpose,
losses which are nondeductible  under Section 267(a)(1) or Section 707(b) of the
Code);  (d) the  Member's  share of amounts  paid or  incurred by the Company to
organize  the  Company or to promote the sale of (or to sell) an interest in the
Company  (except to the extent properly  amortizable for tax purposes);  and (e)
the net amount of loss  allocated  to the Member.  The  Capital  Account of each
Member shall be calculated on December 31 of each calendar year.

         4.6 Capital  Account of Substituted  Member.  The Capital  Account of a
substituted  Member  shall be,  with  respect to any Units  transferred  to such
substituted  Member pursuant to Article 8, "Transfer of Company  Interests," the
Capital Account of the transferor Member determined in accordance with Paragraph
4.5, "Capital Accounts," as of the transfer date on which the substitution is
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effective.


                                    ARTICLE 5
                                   Management

         5.1.  Manager's  Powers.  Subject to the Members' approval of the major
Decisions  as  provided  in  paragraph  5.2 below,  the  Manager  shall have the
exclusive  right,  power and duty to manage  the  business  and  affairs  of the
Company,  with all powers  necessary,  advisable or  convenient to that end. The
powers and duties of the  Manager  shall  include,  but are not  limited to, the
following:

                  5.1.a. To execute all documents and do all things necessary to
acquire the Property,  or to execute any other documents  required in connection
with  the  acquisition,  maintenance,  development,  operation  or  sale  of the
Property or reasonable or necessary in connection with the Company business;

                  5.1.b.  To enter into a construction  loan for the Company for
$6,232,000 bearing interest at L.I.B.O.R plus 240 basis points or the prime rate
plus one-half percent (l/2%)from Guaranty Federal Bank with a five (5) year term
consisting of one (1) two (2) year period of interest-only and three (3) one (1)
year extension  options  thereafter  with  amortization of principal to commence
after the first two (2) years; the Manager is hereby  authorized to execute such
promissory notes,  security agreements and other loan documentation as necessary
to consummate the foregoing loan.

                  5.1.c.  To employ or  engage  on  behalf of the  Company  such
Persons,  as in the  Manager's  exclusive  discretion  or judgment may be deemed
advisable  for the proper  operation of the  business of the Company,  upon such
terms and for such  compensation as the Manager shall  determine,  provided that
such  compensation  paid by the Company  shall not exceed the cost of  obtaining
similar services from third parties;

                  5.1.d.  To  make,   execute,   acknowledge  and  deliver  such
certificates,  instruments  and  documents  as may  be  required  by,  or may be
appropriate  under,  the laws of the State of  Arizona  in  connection  with the
conduct of business by the Company;

                  5.1.e.  To enter into such contracts and execute,  acknowledge
and deliver all  instruments  in  connection  therewith  which the Manager deems
necessary to effectuate  the powers set forth herein and to take all such action
in connection therewith as the Manager deems necessary or appropriate;

                  5.1.f.  To establish and maintain  operating bank accounts and
reserves for such purposes and in such amounts as the Manager deems  appropriate
from  time-to-time and in their discretion  designate  persons to have signature
authority on such accounts;

                  5.1.g.  In addition to the specific  rights and powers  herein
granted,   to  engage  in  any   activities   necessary  or  incidental  to  the
accomplishment  of any of the purposes and business which the Company was formed
to conduct;

                  5.1.h.  To protect and  preserve the title and interest of the
Company with respect to the
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Property and other assets now or hereafter owned by the Company;

                  5.1.i.   To  pay  from  the  funds  of  the  Company,   before
delinquency  and prior to the  addition  thereto of interest or  penalties,  all
taxes,  assessments,  rents and other impositions applicable to the Property and
other assets now or hereafter owned by the Company and undertake,  when approved
by the Members  holding at least  two-thirds  (2/3) of the Units,  any action or
proceeding   seeking  to  reduce  such  taxes,   assessments,   terms  or  other
impositions;

                  5.1.j.  To retain or employ and coordinate the services of all
contractors, approved architects,  engineers,  accountants,  attorneys and other
professional  persons in connection with the construction of buildings and other
improvements;

                  5.1.k.   To   maintain   all  funds  of  the   Company  in  an
interest-bearing  account or accounts  established by the Manager with a bank or
banks chartered in the United States as may from time to time be selected by the
Manager;

                  5.1.1.  When  permitted  or  required  by  this  Agreement  or
otherwise  approved by the Members,  to make  distributions  periodically to the
Members in accordance with the provisions of this Agreement,

                  5.1.m.  To supervise or assure the prompt  compliance with all
present and future laws, ordinances, orders, rules, regulations and requirements
of  all  federal,   state  and  municipal  governments,   courts,   departments,
commissions, boards and officers pertaining to the Company or the Property;

                  5.1.n.  To make  application  for  and  obtain  all  necessary
governmental  approvals  and permits and perform such acts as shall be necessary
to effect compliance by the Company with all laws, rules,  ordinances,  statutes
and regulations of any governmental  authority  applicable to the renovation and
operation of the Property;

                  5.1.o.  To  maintain  all books and  records of the Company in
accordance with good and acceptable accounting practices;

                  5.1.p.  To  reimburse  itself from the  Company  funds for its
reasonable  expenses incurred in connection with its duties under this Agreement
but  only  to the  extent  provided  for  in the  annual  operating  budget  and
construction  budget approved by the Members as provided in paragraphs 5.2.g and
5.2.h. below;

                  5.1.q. To perform any other obligations  provided elsewhere in
this Agreement to be performed by the Manager; and

                  5.1.r.  To give the  Company's  indemnification  to the entity
insuring  title  to the  Property  to the  extent  required  by such  entity  to
indemnify  said title company for any losses caused by mechanic and  materialman
liens  created  by  construction  activity  begun  before  the  closing  of  the
construction loan.

                  5.2 Major  Decisions.  Notwithstanding  anything  contained in
paragraph 5.1 above to the
                                       10
<PAGE>
contrary,  the following Company decisions ("Major Decisions") shall require the
vote of the  Members  holding  at  least  two-thirds  (2/3)  of the  issued  and
outstanding Units herein:

                  5.2.a.  Any sale,  transfer or disposition or refinance of all
or any portion of the Property;

                  5.2.b.  The release of any  Retentions as that term is defined
under the construction contract with MT Builders LLC;

                  5.2.c.  Following Substantial  Completion of the Property, any
additional contracts covering the construction of any improvements or repairs or
alterations to the Property;

                  5.2.d.  Except as  provided in  paragraph  3.1.c.  above,  the
admission of additional Members;

                  5.2.e. The initiation of any lawsuit or other legal proceeding
that involves an obligation in excess of 550,000;

                  5.2.f. The execution of the construction contract or contracts
for the Property;

                  5.2.g. Each annual operating budget;

                  5.2.h. The budget for the construction of the Property;

                  5.2.i.    Except   for   the   construction   loan   and   the
indemnification  of the title insurance  company as provided in paragraph 5.1.r.
above,  the mortgaging or the placing of any encumbrances on the Property or the
granting of any options,  rights of first  refusal,  liens,  pledges or security
interests,  or the creation of any debt,  guarantee or financial  obligation  in
excess of 525,000.  No debt or other obligation shall be contracted or liability
incurred by or on behalf of the Company except by the Manager;

                  5.2.j.  The filing or arbitrating of,  adjusting,  settling or
compromising of, or entering a confession of judgment with respect to any claim,
obligation,  debt,  demand,  suit or  judgment  by or against  the Company in an
amount greater than 550,000;

                  5.2.k. The construction of any capital improvements other than
those reflected in the construction budget;

                  5.2.1.  The  extension of credit to, or execution of any loan,
bond, guarantee,  indemnity or accommodation endorsement relating to the debt or
obligation of another party;

                  5.2.m.  Making an  assignment  for the benefit of creditors or
filing a petition under federal bankruptcy law or any state insolvency law;

                  5.2.n.  Changing the  designation of the holder of legal title
to the Property and any other property owned by the Company;
                                       11
<PAGE>
                  5.2.o.  Consenting  to  any  rezoning  or  subdivision  of the
Property or any other material change in the legal status thereof;

                  5.2.p.  Entering  into any agreement or  arrangement  with any
Member or Affiliate of any Member or  reimbursing  any expense or expenditure of
any  Member  or  Affiliate  unless  such  agreement,   arrangement,  expense  or
expenditure is specifically  disclosed and authorized in the construction budget
or the operating budget; and

                  5.2.q.  The removal or  appointment of any Person as "Manager"
of the Company or as manager of the Property except,  however, that P. B. Bell &
Associates,  Inc.  shall in no event be removed as Manager  until the earlier of
(I) October 5, 1996 or (ii) the  satisfaction of the conditions of paragraph 8.6
a. below.  If the Manager is removed  pursuant to this  paragraph  5.2.q.,  then
Cerprobe  shall  attempt  to  obtain  from the  lender  the  release  of all the
guaranties on the construction loan of the Company and if unable to obtain those
releases,  then to indemnify any and all guarantors  from any losses under those
guaranties  If the Manager is removed  under this  subparagraph  5.2.q after the
closing of the  construction  loan and Cerprobe  Corporation is able to obtain a
release of the  guaranties,  the  Manager  shall  return to the Company the Loan
Guaranty  Fee less that pan of the Loan  Guaranty Fee that equals the product of
the Loan Guaranty Fee multiplied by a fraction,  the  denominator of which shall
be 180 days and the  numerator  of which  shall be the  number of days that have
elapsed  since  the  date  of the  closing  of  the  construction  loan.  If the
guaranties  are not  released and the Manager  only  receives an indemnity  from
Cerprobe Corporation, then the Manager shall not refund any of the Loan Guaranty
Fee.

         5.3 Other Activities and Certain Transactions. The Manager shall devote
to the Company such time as is necessary to the proper  conduct of the Company's
business  The  Manager  and the  Members  shall at all  times be free to  engage
generally in all aspects of real estate ownership and management,  including the
purchase,  sale,  development and management of real estate and the formation of
partnerships,  joint ventures, other investment programs similar to the Company,
or in any other business or venture of every nature and description, even though
said other activities and  organizations may compete or tend to compete with the
Company.  The Manager and the other  Members shall have no duty or obligation to
present to the Company  any real or personal  properties,  or  opportunities  in
connection  therewith,  which they may  discover.  Neither  the  Company nor its
Members  shall  have any right by virtue of this  Agreement  in or to such other
ventures,  partnerships  or  entities  or  to  the  income  or  profits  derived
therefrom,  provided,  that  this  Paragraph  shall not be  construed  to either
contract or expand the duty of the Manager to the Members or the Company.

         5.4 Indemnification  and Exculpation of Manager.  The Manager shall not
be liable to the Company or the Members for or as a result of any act,  omission
or error in  judgment  which was taken,  omitted  or made by the  Manager in the
exercise of its judgment in good faith under this  Agreement  and which does not
constitute  fraud,  gross negligence or breach of fiduciary duty by the Manager.
The Manager may consult with such legal or other professional  counsel as it may
select.  Any action  taken or omitted  by it in good  faith  reliance  on, or in
accordance  with, the opinion or advice of such counsel shall be full protection
and justification to the Manager with respect to the actions taken or omitted.

                  The Company will defend,  reimburse and indemnify and save and
hold the Manager
                                       12
<PAGE>
harmless from any  liability,  loss or damage and any and all costs and expenses
reasonably  incurred by it in connection with, or any action, suit or proceeding
of  whatever  nature  threatened  or brought  against  it, or in which it may be
involved as parties or  otherwise,  by reason of any act performed or omitted to
be performed by it in connection with the business of the Company  authorized by
this Agreement,  whether or not the Manager  continues to be such at the time of
including such costs and expenses,  including  amounts paid or incurred by it in
connection  with  reasonable  settlements  of any such  claim,  action,  suit or
proceeding,  provided such act or omission was done, in the good faith  judgment
of the  Manager,  in the best  interests  of the Company and did not  constitute
fraud, gross negligence, breach of fiduciary duty or misconduct by the Manager.

         5.5  Arbitration.  In the event the fair market value of the Units of a
Terminated Member (as hereinbelow defined) cannot be agreed upon, any Member may
provide the other Members with written  notice (the  "Arbitration  Notice") that
the decision must be submitted to binding arbitration.  Each party shall name an
arbitrator  within  twenty (20) days after  either  party  notifies the other in
writing that there is such a dispute existing, and the two (2) arbitrators shall
name a third (3rd)  arbitrator.  If either  party fails to select an  arbitrator
within twenty (20) days as required  herein,  or if the two (2) arbitrators fail
to select a third (3rd) arbitrator within fifteen (15) days after both have been
appointed,  then the then Presiding  Judge of the Maricopa County Superior Court
shall appoint such other arbitrator or arbitrators. The arbitrators shall render
a decision within sixty (60) days after their  appointment and shall conduct all
proceedings  pursuant  to Arizona  Revised  Statutes,  Section  12-1501  through
Section  12-1517,  or the  successor  statutes,  and the  Rules of the  American
Arbitration  Association governing commercial transactions then existing, to the
extent  that  such  rules  are not  inconsistent  with  said  statutes  and this
Agreement.  Judgment upon the award rendered under arbitration may be entered in
any court having  jurisdiction.  The cost of the arbitration  procedure shall be
borne by the losing  party or, if the  decision  is not  clearly in favor of one
party or the  other,  then the  costs  shall  be  borne  as  determined  by such
arbitration proceeding.

         5.6 Tax Matters Officer.  The Manager will act as "Tax Matters Partner"
in accordance with the Internal Revenue Code, or any successor statute.


                                    ARTICLE 6
         Contractual Relationships With Manager, Members and Affiliates


         6.1  Development  Fee. The Company shall pay a Development Fee to P. B.
Bell &  Associates,  Inc.,  the  Manager,  in the amount of Two  Hundred  Thirty
Thousand  Dollars  ($230,000) for its services and assistance in the acquisition
of the Property. The Fee shall be paid Fifty Seven Thousand Five Hundred Dollars
($57,500)  upon  acquisition  of the  Property by the Company and the balance in
eight (8) equal monthly  installments  of Twenty One Thousand Five Hundred Sixty
Two and 50/100 Dollars ($21,562.50)  beginning thirty (30) days from the date of
closing on the Property.

         6.2  Construction  Fee. The Company shall pay a Construction  Fee to MT
Builders,  LLC, an Affiliate of the Manager,  in the amount of Two Hundred Fifty
Thousand Dollars  ($250,000) for its services In supervising the construction of
the improvements on the Property  pursuant to a separate  construction  Contract
with such Affiliate The Fee shall be paid Sixty Two Thousand Five Hundred
                                       13
<PAGE>
Dollars  ($62,500) upon  commencement of construction of the improvements by the
Company and the balance in eight (8) equal monthly  installments of Twenty Three
Thousand  Four Hundred  Thirty  Seven  Dollars and 50/100  Dollars  ($23,437.50)
beginning thirty (30) days from the date of commencement of construction.

         6.3  Management  Fee. So long as P. B. Bell &  Associates,  Inc. is the
Manager of the Company,  the Company  will pay a  Management  Fee to P. B Bell &
Associates,  Inc.,  the  Manager,  for its  services  in managing  the  Property
pursuant to a separate maintenance contract with P. B Bell & Associates. The Fee
will be equal to  three-fourths  of one percent (.75 %) of the triple-net  lease
payments received by the Company payable monthly.

         6.4 Loan  Guarantee  Fee. The Company shall pay a Loan Guarantee Fee to
P. B. Bell & Associates,  Inc., the Manager, or to the principals of the Manager
as  appropriate,  equal to one  percent (I %) of the face amount of any loan for
the project contemplated hereunder that the Manager or said principals guaranty.
Said Fee shall be paid in cash upon the Closing of the loan involved.

         6.5  Reimbursement.  The Company  shall  reimburse  the Manager for the
costs incurred by the Manager for any  organization  expenses paid by them prior
to or after  formation  of the  Company,  including  but not  limited to earnest
deposits,  legal, engineering and accounting fees, appraisal fees, environmental
engineering fees and other  acquisition  costs,  mailing,  copying costs and any
direct  general and  administrative  expenses  incurred by the Manager  directly
related  to the  formation  of the  Company  and  acquisition,  development  and
operation of the Property.  All such  reimbursements  shall be made within sixty
(60) days of submission of substantiation,  cash permitting.  After formation of
the Company,  all expenses of the Company shall be billed  directly to, and paid
by, the Company where practical.  The Manager shall receive reimbursement of the
costs incurred for services such as accounting and other extraordinary  services
which  would  normally be  performed  directly  for the  Company by  independent
parties,  but which the Manager may provide.  No amounts  charged to the Company
will  exceed  those which the  Company  would be required to pay to  independent
parties for comparable  services in the greater  Phoenix,  Arizona  metropolitan
area.

         6.6 Lease.  Concurrently  with the  execution  of this  Agreement,  the
Company  will enter into a  separate  agreement  with  Cerprobe  Corporation,  a
Member, for the lease of the Property with improvements.


                                    ARTICLE 7
                      Accounts, Books, Reports and Banking

         7.1 Accrual  Basis.  The Company  shall  utilize the accrual  method of
accounting.


         7.2 Fiscal Year.  The fiscal year of the Company  shall be the calendar
year ending December 31 of each year.

         7.3 Books. The Manager shall keep, at the expense of the Company, books
of account for the Company adequate for its purposes. The books of account shall
be maintained at the principal office
                                       14
<PAGE>
of  business  of the  Company  and  shall  be open at all  reasonable  times  to
inspection  and copying by any Member upon advance  notice to the Manager and as
otherwise  provided in the Act. The books of account may, at the sole discretion
of the Manager, be compiled or reviewed at the end of each accounting year by an
accountant selected by the Manager.

         7.4 Reports.  The Manager shall make  available to each Member,  within
one hundred and twenty (120) days after the end of the Company's fiscal year, an
annual report  (unaudited)  of the  activities of the Company  during the period
covered to be prepared at the Company's expense.  The Manager shall also provide
a monthly  operating  statement within thirty (30) days of the end of each month
reflecting the revenues and expenses of the Company for and during the preceding
month. The Manager also shall prepare and deliver to the Members for approval an
annual  operating  budget no later than  December 1 of each year  reflecting  in
reasonable  detail the  projected  revenues  and expenses of the Company for the
next succeeding calendar year. The Manager agrees that it shall not authorize or
incur any debts,  liabilities  or expenses on behalf of the Company in excess of
the total  amount  projected  therefor  without  the  approval of the Members as
provided in paragraphs 5.2.g. and 5.2.h.

         7.5 Income Tax Returns. The Income Tax Returns for the Company shall be
prepared  by the  accountant  employed  by the  Manager  at the  expense  of the
Company.  A statement of each  Member's  share of income,  credits,  deductions,
etc.,  completed by said accountant in a final form which is satisfactory to the
Manager  and to said  accountant,  shall  be sent to all of the  Members  within
thirty (30) days after completion, but no later than March 15 of each year.

         7.6 Access to and Maintenance of Records.  The Manager shall maintain a
list of the  names and last  known  business  addresses  of all  Members  at the
principal office of the Company. The list shall be made available for the review
of any Member or its  designated  representative  at reasonable  times and, upon
request  either in person or by mail,  the Manager  shall furnish a copy of such
list to any Member or its designated representative for the cost of reproduction
and mailing.


                                    ARTICLE 8
                          Transfer of Company Interests


         8.1  General  Restrictions  on  Transfer.  A Member  shall not  assign,
transfer,  hypothecate  or sell  all or any of its  Units  or  other  rights  or
benefits in the Company or in any way  pledge,  grant a security  interest in or
alienate or  encumber  its  interest  in the  Company,  except as  permitted  in
Paragraphs  8.2,  "Permitted  Transfers and  Substitutions,"  and 8.3, "Right of
First  Refusal," and any document or instrument or other action  purponing to do
so shall be null and void.

         8.2 Permitted Transfers and Substitutions. Each Member may sell, assign
or transfer its Units in the Company, without the consent of the Members, to any
(I) trust of which the  Member is a Grantor or Trustee  and a  beneficiary  (ii)
corporation  which is wholly-owned by the Member;  (iii) one or more Persons who
own one  hundred  percent  (100%) of the equity or  beneficial  interest  of the
Member, if the Member is a corporation,  partnership or trust; (iv) partnership,
limited  liability  company or  corporation  of which the  equity or  beneficial
owners  are the same  Persons  (and in the same  percentages)  as the  equity or
beneficial owners of the Member, if the Member is a partnership, limited
                                       15
<PAGE>
liability company,  corporation or trust; or (v) private  foundation;  provided,
however, that any Person, partnership, limited liability company, corporation or
trust  entitled to receive such a transfer  shall  succeed to all the rights and
obligations of the former Member as a substituted  Member only upon satisfaction
of the requirements of Paragraph 8.4, "Substitution of Members."

         8.3 Right of First  Refusal.  Any Member  desiring to dispose of all or
any of its Units in the Company (the "Offering Member") in any manner other than
as provided in Paragraph 8.7,  "Permitted  Transfers and  Substitutions,"  shall
comply with the following:

                  8.3.a. Such Member shall deliver notice to the Company and the
other Members of such proposed  disposition.  The notice must include (I) a copy
of the offer,  which must be a bona fide  offer,  (ii) the name of the  proposed
transferee,  (iii) the  price  offered  for the  Units  and any other  terms and
conditions  of the  proposed  disposition  which the Members may  request.  Upon
receipt of such notice of proposed disposition,  each such Member shall have the
option  for a period of thirty  (30) days  from the  delivery  of the  notice of
proposed  transfer  to  purchase  such  Units at the same  price and on the same
payment terms as specified in such notice. If more than one Member elects within
the foregoing  time period to acquire such Units,  such Members  shall  purchase
such Units in the proportions that their respective Capital  Percentages bear to
each other.  No Member  shall be required to dispose of any portion of its Units
unless the Company and other Members,  individually  or  collectively,  agree to
acquire all of the Units it proposes to dispose.

                  8.3.b.  If  the  Members  do not  exercise  their  options  to
purchase the Units of the  Offering  Member,  then the Offering  Member may sell
said Units not purchased by the other Members within sixty. (60) days of the end
of the thirty (30) day option period to the proposed transferee at the price and
on the  terms  and  conditions  originally  stated  in the  notice  of  proposed
transfer.  If  such a  sale  is  consummated,  the  transferee  shall  become  a
substituted  Member only upon satisfaction of the requirements of Paragraph 8.4,
"Substitution of Members." If the sale is not consummated within such sixty (60)
day period,  then the restrictions of Paragraph 8.1 shall again be in full force
and effect with respect to the Units of the Offering Member.

                  8.4  Substitution  of Member.  No assignee or  transferee of a
Unit or any fraction thereof shall have the right to become a Member without the
consent of the Members  holding  two-thirds  (2/3) of the issued and outstanding
Units (which consent may be withheld at the sole  discretion of each Member) and
until the  assignee  assumes  all of the  obligations  and accepts and adopts in
writing all of the terms and provisions of this Agreement,  as the same may have
been amended.

                  8.5 Events of  Termination  of a Member.  Except as  otherwise
approved by the specific  written  consent of all of the  remaining  Members,  a
Person ceases to be a Member ("Terminated Member") upon the occurrence of any of
the following events: death,  disability,  resignation,  retirement,  expulsion,
adjudication  of bankruptcy,  insolvency,  insanity or  incompetency,  making an
assignment for the benefit of creditors,  or the dissolution or termination of a
Member which is a corporation,  limited liability  company or partnership.  If a
Member  that  is  an  individual  dies,  his  or  her  personal  representative,
administrator or trustee or, if he or she is adjudicated  incompetent or insane,
his or her guardian or  conservator,  or if a Member is  adjudicated a bankrupt,
its  bankruptcy  estate,  shall have the rights of the  Member for  settling  or
managing the estate. The death, withdrawal, resignation, retirement,
                                       16
<PAGE>
expulsion,  bankruptcy,  insanity or substitution of a Member shall dissolve the
Company unless the Members holding at least  two-thirds  (2/3) of the issued and
outstanding  Units  consent to continue the business of the Company  pursuant to
the voting  procedures  described in Paragraph 10.2 below. If such Members elect
to continue the business of the Company then the  remaining  Members  shall have
the option of purchasing the interest of a Terminated  Member at its then agreed
upon fair market value.  The remaining  Members shall have the right to pay such
purchase  price with a minimum of ten percent (10%) down,  the balance in annual
payments  over a five (5) year period with  interest  equal to the prime rate in
effect at Bank of America plus two percent (2%),  cumulative but not compounded.
In the event the fair market value of the Units of a Terminated Member cannot be
agreed upon,  any Member may provide the other Members with written  notice (the
"Arbitration Notice") that the decision must be submitted to binding arbitration
pursuant to paragraph 5.5 above.

         8.6 Cerprobe's Option to Purchase RCORP's and Manager's  Interest.  The
Units of P. B. Bell & Associates. Inc. ("Bell") and RCORP, Inc. ("RCORP") may be
purchased by Cerprobe  Corporation  at certain times and under certain events as
follows:

                  8.6.a.  The  Manager  and RCORP each agree that it shall cause
the following events to occur not later than October 5, 1996:

                           8.6.a.1. The contribution of sufficient equity from a
subsequent   Member   investor  to  return   $768,000  of  the  Initial  Capital
Contribution of Cerprobe Corporation; and

                           8.6.a.2.   The   closing  of  a   construction   loan
sufficient  to  construct  the building  and  otherwise  improve the Property as
required  under the Lease  referred  to in  paragraph  6.6 above  when such loan
proceeds are added to the then remaining Capital Contributions of the Company.

                  8.6.b.  In the event the  Manager or RCORP  fails to  complete
either of these two events in the time  provided,  the Manager  and RCORP,  Inc.
shall be in  default  hereunder.  Unless and until  such  default is cured,  all
voting rights of the Manager and RCORP,  Inc.  hereunder  shall  immediately  be
suspended  and  Cerprobe  Corporation  shall have the right % be and Cerprobe is
hereby appointed as attorney-in-fact for the Manager and RCORP to cast all votes
with  respect  to the  Units  held by the  Manager  and  RCORP  and to make  all
decisions  and to  grant or  withhold  all  approvals  that  otherwise  could be
exercised,  cast, made,  granted or withheld by the Manager and RCORP until such
time as a substitute  Manager is elected as provided  herein.  Manager and RCORP
expressly  agree that  neither of them shall have the right to cure such default
except upon the approval of Cerprobe  which it may grant or withhold in its sole
and absolute discretion.

                  8.6.c.  Additionally,  in the event the Manager or RCORP fails
to  complete  either  of the two  events  listed  in  8.6.a.  above  in the time
provided,  the Member  Cerprobe  Corporation  or its designee,  without  further
notice to or approval of the Manager, shall then have the right, for a period of
ninety (90) days from such event of default,  to  purchase  the  interest of the
Manager and RCORP in the Company for the purchase price of One Dollar (51.00) to
be paid in cash and to remove  Bell as the Manager of the Company and to appoint
itself or any other  Person that is a member  according to  Cerprobe's  sole and
absolute  discretion.  If Cerprobe does not exercise this purchase  right within
said  ninety  (90) day period,  said right  shall  lapse.  If Bell and RCORP are
bought out pursuant to these provisions, the parties agree
                                       17
<PAGE>
as follows:

                           8.6.c.1.  RCORP and Bell shall execute and deliver to
Cerprobe or its designee on demand such  documents and  instruments  as Cerprobe
deems  necessary  to effect the  transfer to Cerprobe or its  designee the Units
held by Bell and RCORP;

                           8.6.c.2. If the construction loan has been closed but
the investor funds required under paragraph 8.6.a.1 above have not been obtained
and contributed to the Company,  then Cerprobe shall agree to indemnify Bell and
any and all guarantors from any losses under the guaranties on the  construction
loan.

                           8.6.c.3.   Cerprobe   agrees  to  pay  any  remaining
reimbursements due Bell pursuant to paragraph 6.5 above; and

                           8.6.c.4.  Bell  agrees to pay to the Company any Loan
Guaranty Fee that Bell may have received pursuant to paragraph 6.4 above.


                                    ARTICLE 9
                             Dissolution of Company


         9.1  Distribution on Dissolution.  In the event of a dissolution of the
Company in accordance with Paragraph 1.5 "Term," the Company shall be dissolved,
wound-up and  liquidated and the proceeds of such  liquidation  shall be applied
and distributed in the following order of priority:

                  9.1.a.  to the payment of the lawful debts and  liabilities of
the Company  (other  than any loans or  advances  that may have been made by the
Members  to the  Company)  and  the  expenses  of  dissolution,  winding-up  and
liquidation; then

                  9.1.b.  to  the   establishment  of  any  reserves  which  the
liquidator  may deem  reasonably  necessary  for any  contingent  or  unforeseen
liabilities or obligations of the Company or the liquidator arising out of or in
connection with the Company. The liquidator shall pay such reserves to an escrow
agent  selected  by the  liquidator  to be held by such agent for the purpose of
disbursing such reserves in payment of any of the aforementioned  contingencies,
and, at the expiration of such period as the liquidator shall deem advisable, to
distribute the balance thereafter remaining in the manner hereinafter  provided;
then

                  9.1.c. to the repayment of any loans or advances that may have
been made by any of the  Members  to the  Company;  provided  that if the amount
available  for such  repayment  shall be  insufficient,  then prorata on account
thereof.

                  9.1.d.  to the  Members  that have net  balances in their then
existing  Capital Accounts until all of such balances have been reduced to zero;
provided that the foregoing  Distributions  shall be allocated to each Member in
the ratio that the Member's Capital Account bears to the Capital Accounts of ail
other Members having net balances in their Capital Accounts and provided further
that if any
                                       18
<PAGE>
Member's  Capital  Account has a deficit  balance  (after  giving  effect to all
allocations for the current taxable year),  such Member shall  contribute to the
capital of the Company the amount  necessary to restore such deficit  balance to
zero.

         9.2.  Liquidation.  If the Company is dissolved  for any of the reasons
stated in paragraph 1.5, a Manager or some other Person  selected by the vote of
the Members holding at least two-thirds (2/3) of the Units hereunder,  shall act
as liquidator,  to wind up the business  affairs of the Company.  The liquidator
shall have full power,  authority  and duty to sell and assign any or all of the
Company's assets and to pay or cause to be paid the Company's debts, liabilities
and  obligations  as provided  in  paragraph  9.1 above.  The  liquidator  shall
immediately  commence to wind up the Company  affairs  and shall  liquidate  the
assets  of  the  Company  as  promptly  as  possible,  but  in  an  orderly  and
businesslike  manner  so as not to  involve  undue  sacrifice  or  injury to the
Company.


                                   ARTICLE 10
                                Rights of Members


         10.1 Matters upon which Members May Vote.  Members shall have the right
to vote  upon  certain  matters  affecting  the  Company  under  the  terms  and
conditions set forth in Paragraph 10.2,  "Voting  Procedures and Meetings of the
Members." Action shall be taken on the following  matters if the Members vote in
favor of such  action by the vote of the  Members  holding  at least  two-thirds
(2/3) of the issued and outstanding Units hereunder:

                  10.1.a. Amendment of this Agreement;

                  10.1.b.  Selection of a liquidator in the event of dissolution
of the Company if there is no Manager;

                  10.1.c. To elect a new Manager in the event of the resignation
or removal of P. B. Bell & Associates, Inc. as Manager.

         10.2 Voting Procedures and Meetings of the Members.

                  10.2.a.  Any Member holding more than ten percent (10%) of the
issued and outstanding  Units may at any time call a meeting of the Members,  or
call for a vote  without a  meeting  of the  Members,  on  matters  on which the
Members are entitled to vote.  The Manager shall call for such a meeting or vote
following  receipt of written request for such a meeting of the Members ("Notice
Date").  Within two (2) days of such Notice Date,  the Manager  shall notify all
Members of record as of the Notice  Date as to the time and place of the Company
meeting,  if called,  and the general nature of the business to be transacted at
such meeting.
                                       19
<PAGE>
                                   ARTICLE 11
                    Representations and Warranties of Members


         11.1  Representations  and  Warranties  of Member.  The Members  hereby
represent,  warrant  and  covenant,  each to the  others,  that the  Member  has
received, studied and independently evaluated the documents listed on Schedule C
hereto and each Member  understands the terms and conditions of the transactions
evidenced  by such  documents  and is capable of  understanding  real estate and
investment matters generally.


                                   ARTICLE 12
                                     General

         12.1  Notices.  All  notices,  consents,  requests,  demands and offers
required or  permitted  to be delivered  pursuant to this  Agreement  will be in
writing and will be considered  properly  delivered when  personally  delivered,
telecopied or delivered by  professional  courier  service to the party entitled
thereto or if mailed,  then three (3) business  days after  mailing by certified
United States mail, postage prepaid,  return receipt requested,  addressed, to a
Manager  or to a  Member,  to  the  address  appearing  on  Schedule  A to  this
Agreement.

         12.2  Further  Documents.  Each of the Members  for itself,  his or her
heirs,  personal  representatives,  successors and assigns hereby  covenants and
agrees  that  such  Member  shall  from  time to time and at such time as may be
required, execute such further agreements,  supplemental agreements,  assurances
of title, and other documents and instruments as may be reasonably  required and
necessary to carry out Company business and to effectuate the provisions hereof.
This  Agreement  shall be binding on the  Members  and their  respective  heirs,
executors,  administrators,  personal representatives,  successors and permitted
assigns.

         12.3  Counterparts.  This  Agreement  may be  signed  in any  number of
counterparts,  each of  which  shall be an  original,  but all of  which,  taken
together,  shall  constitute  one  agreement.  It shall not be required that any
single  counterpart  hereof  be signed  by all of the  Members,  so long as each
Member signs any counterpart hereof.

         12.4  Applicable Law. This Agreement shall be governed by and construed
in accordance with the Arizona Limited  Liability Company Act and the other laws
of the State of Arizona.

         12.5  Attorneys'  Fees.  In case of any action or  proceeding to compel
compliance  with,  or for a breach of, any of the terms and  conditions  of this
Agreement,  the  prevailing  party shall be entitled to recover  from the losing
party ail costs of such  action or  proceeding,  including,  but not limited to,
reasonable attorneys' fees.

         12.6 Construction.  Such pronouns as "he," "his," "him," "it," or "who"
with  "Member" or "Member" or  "Manager"  as the  antecedent  shall be deemed to
refer also to each such persons or entity who is a woman, a partnership, a joint
venture,  an  association,  a corporation or a trust.  Whenever  required by the
contact  hereof,  the singular shall include the plural and vice versa,  and the
masculine
                                       20
<PAGE>
gender shall include the feminine and neuter  genders,  and vice versa.  Section
headings and captions  contained in this Agreement are inserted only as a matter
of convenience and for reference and in no way define, limit, extend or describe
the scope of this Agreement or the intent of any provision hereof.

         12.7  Severability.  This  Agreement  is  intended to be  performed  in
accordance  with,  and only to the extent  permitted  by, all  applicable  laws,
ordinances, rules and regulations of the jurisdictions in which the Company does
business. If any provision of this Agreement,  or any application thereof to any
person or circumstances  shall, for any reason and to any extent,  be invalid or
unenforceable,  the  remainder of this  Agreement  and the  application  of such
provision to other persons or circumstances  shall not be affected thereby,  but
shall be enforced to the greatest extent permitted by law.

         12.8 Entire Agreement. This Agreement contains the entire agreement and
understanding  between the parties and supersedes any prior  understandings  and
agreements between or among them respecting the subject matter contained herein.
There are no  representations  or  warranties,  oral or  written,  expressed  or
implied,  between or among the parties hereby  relating to the subject matter of
this Agreement which are not fully expressed herein.

         12.9 Organization  Expenses.  All legal, recording and related expenses
in connection with the formation and  qualification of this Company and purchase
of the Property shall be considered and treated as Company expenses,  subject to
the limitations in the budgets approved by the Members, as provided elsewhere in
this Agreement.

        [The remainder of this page has intentionallty been left blank.]
                                       21
<PAGE>
         IN WITNESS  WHEREOF,  the  undersigned  have  executed  this  Operating
Agreement of Company to be effective the 18th day of September, 1996.

                               MANAGER:
                               P. B. BELL & ASSOC'S, INC.,  an Arizona
                                corporation

                               By /s/ P. B. Bell
                                  ----------------------------------------------
                                      PHILLIP B. BELL, President

                               MEMBERS:

                               RCORP, INC., an Arizona corporation

                               By /s/ Ronald L. Clifton
                                  ----------------------------------------------
                                      RONALD L. CLIFTON, President

                               CERPROBE CORPORATION, a Delaware corporation

                               By /s/ Randal L. Buness
                                  ----------------------------------------------
                                      RANDAL L. BUNESS, Chief Financial Officer,
                                      Vice President and Secretary

                               THE LEIGHTON-OARE FOUNDATION, INC.

                               By /s/ Judd C. Leighton
                                  ----------------------------------------------
                                      JUDD C. LEIGHTON

                                  /s/ Judd C. Leighton
                                  ----------------------------------------------

                                  /s/ Mary Morris Leighton
                                  ----------------------------------------------
                               By /s/ Judd C. Leighton
                                  ----------------------------------------------
                                      MARY MORRIS LEIGHTON
                                      Pursuant to Power of Atty
                                      dated 2-12-93
                                       22
<PAGE>
                               THE PLYM FOUNDATION


                               By /s/ James F. Keenan
                                  ----------------------------------------------
                                      JAMES F. KEENAN

                               THE EDWARD & IRMA HUNTER FOUNDATION

                               By /s/ James F. Keenan
                                  ----------------------------------------------
                                      JAMES F. KEENAN
                                       23
<PAGE>
                                   SCHEDULE A
                             CRPB INVESTORS, L.L.C.
<TABLE>
<CAPTION>
                                                                                                                Initial
               Member                              Capital                   Number          Capital            Capital
          Name and Address                      Contributions               of Units        Percentage          Account
=============================================================================================================================

<S>                                    <C>                                    <C>             <C>               <C>     
P. B. Bell & Associates, Inc.              Land Purchase and Sale             16.2            16.2%             $270,264
8603 East Royal Palm Road                Agreement Rights, Plans and
Suite 210                              Specifications, Negotiated Net
Scottsdale, Arizona  85258              Lease with Tenant, Formation
                                        of Entity and Loan Guaranties

RCORP, INC.                              Value Engineering and Site            1.8             1.8%             $30,029
1717 East Morten                                Negotiations
Suite 210
Phoenix, Arizona  85020

Cerprobe Corporation                                Cash                      35.96           35.96%            $600,000
600 South Rockford Drive
Tempe, Arizona  85281

The Leighton-Oare Foundation,                       Cash                      11.99           11.99%            $200,000
Inc.
211 West Washington, #2400
South Bend, IN  46601

Mr. Judd C. Leighton                                Cash                      5.995           5.995%            $100,000
211 West Washington, #2400
South Bend, IN  46601

Mary Morris Leighton                                Cash                      5.995           5.995%            $100,000
211 West Washington, #2400
South Bend, IN  46601

The Plym Foundation                                 Cash                      11.03           11.03%            $184,000
423 Sycamore Street, #101
Niles, MI  49120

The Edward & Irma Hunter                            Cash                      11.03           11.03%            $184,000
Foundation
423 Sycamore Street, #101
Niles, MI  49120

                                                                                              TOTAL            $1,668,293
=============================================================================================================================
</TABLE>
                                       24
<PAGE>
                                   SCHEDULE B



                              Property Description


                                       25
<PAGE>
                                    EXHIBIT A

A portion of the Southwest quarter of Section 34, Township 1 South, Range 5 East
of the Gila and Salt River Base and Meridian,  Maricopa  County,  Arizona,  more
particularly described as follows:

Commencing at the  Southwest  Corner of said Section 3, said point being a brass
cap in handhold;
         thence North 02 degrees,  54' 47" West (record North 02 degrees 53' 38"
West),  along  the West line of said  Section  3, a  distance  of  1613.68  feet
(recorded 1613.22 feet) to the brass cap in handhole monumented  intersection of
the said West section line and the  monument  line of West San Angelo  Street as
shown on CONTINENTAL TECH CENTER, a Map of Dedication as recorded in Book 308 of
Maps, page 17, Maricopa County Records;
         thence North 88 degrees 45' 42" East,  along said monument line of West
San Angelo Street, a distance of 1393.81 feet to a point;
         thence   South  01  degrees   14'  18"  East,   perpendicular   to  the
aforementioned monument line of West San Angelo Street, a distance of 65.00 feet
to a one-half inch iron bar, said point being the Northwest corner of parcel and
the Point of Beginning;
         thence  North 88 degrees  45' 42" East,  a distance of 419.03 feet to a
one-half inch iron bar,  said point being on the arc of a circle,  the center of
which bears North 01 degrees 14' 18" West, a distance of 2162.50 feet;
         thence  Northeasterly  along  said arc,  through a central  angle of 08
degrees 31' 43", a distance of 321.89 feet,  to a one-half  inch iron bar,  said
point also being on the arc of a second circle,  the center of which bears North
77 degrees 36' 55" East, a distance of 1565.00 feet;
         thence  Southeasterly  along  said  arc,  through  a  central  angle of
01degrees 18' 35", a distance of 35.77 feet to a one-half inch iron bar;
         thence  South 13 degrees  42' 40" East,  a distance of 123.85 feet to a
one-half  inch iron bar,  said  point  being on the arc of a third  circle,  the
center of which bears South 76 degrees 18' 37" West, a distance of 685.00 feet;
         thence  Southwesterly  along  said arc;  through a central  angle of 04
degrees 56' 26", a distance  of 59.07 feet to a  non-tangent  point,  said point
being a one-half inch iron bar;
         thence  South 13 degrees  37' 50" East,  a distance  of 72.85 feet to a
one-half inch iron bar, said point lying 55.00 feet West of the monument line of
Fiesta Boulevard;
         thence  South 02 degrees 46' 30" East,  along said line,  a distance of
347.41 feet to a one-half inch iron bar;
         thence  South 88 degrees  45' 42" West,  a distance of 809.00 feet to a
one-half inch iron bar;
         thence  North 01 degrees 14' 18" West, a distance of 608.62 feet to the
Point of Beginning.

Described  property being in and forming a part of the Town of Gilbert,  Arizona
and comprising an area of 483,845 square feet or 11.1076 acres more or less.


                                                        REGISTERED LAND SURVEYOR
                                                            CERTIFICATE NO.
                                                                 19809
                                                             CHRISTOPHER S.
                                                                AULERICH
                                                              DATE SIGNED
                                                                 9/19/__
                                                            ARIZONA, U.S.A.
<PAGE>
PARCEL No. 2:

Nonexclusive  easement  for use and  enjoyment  in and to the  Common  Areas (as
defined in that certain Declaration of Covenants,  Conditions,  Restrictions and
Easements for CONTINENTAL TECH CENTER recorded in Instrument No.  86-419846,  as
amended by that certain First Amendment to Declaration of Covenants, Conditions,
Restrictions  and Easements for  CONTINENTAL  TECH CENTER recorded in Instrument
No.  88-494774,  re-recorded  in Instrument  No.  88-516441 and  Instrument  No.
89-312262, and as assigned and assumed by that certain Assignment and Assumption
of  Declarant's   Rights  Under  the   Declaration  of  Covenants,   Conditions,
Restrictions  and Easements for  CONTINENTAL  TECH CENTER recorded in Instrument
No.  92-0420403,  that certain  Assignment and Assumption of Declarant's  Rights
Under the Declaration of Covenants,  Conditions,  Restrictions and Easements for
CONTINENTAL  TECH CENTER recorded in Instrument No.  92-0420406 and that certain
Assignment  and  Assumption  of  Declarant's  Rights  Under the  Declaration  of
Covenants,  Conditions,  Restrictions  and Easements for CONTINENTAL TECH CENTER
recorded in Instrument No. 94-0889207).

PARCEL NO. 3:

A permanent,  nonexclusive  easement for  vehicular and  pedestrian  ingress and
egress in, upon,  over and across the Landscape  Tracts,  described as Landscape
Tract No. 3 of CONTINENTAL TECH CENTER,  according to Book 308 of Maps, page 17,
records of Maricopa  County,  Arizona;  and Landscape Tract No. 9 of CONTINENTAL
TECH  CENTER  PARCEL  5C,  according  to Book 320 of Maps,  page 21,  records of
Maricopa County,  Arizona (as defined in that certain  Declaration of Covenants,
Conditions,  Restrictions  and Easements for CONTINENTAL TECH CENTER recorded in

Instrument  No.  86-419846,  as  amended  by that  certain  First  Amendment  to
Declaration of Covenants, Conditions, Restrictions and Easements for CONTINENTAL
TECH CENTER recorded in Instrument No. 88-494774,  re-recorded in Instrument No.
88-516441  and  Instrument  No.  89-312262,  and as assigned and assumed by that
certain Assignment and Assumption of Declarant's Rights Under the Declaration of
Covenants,  Conditions,  Restrictions  and Easements for CONTINENTAL TECH CENTER
recorded in Instrument No. 92-0420403, that certain Assignment and Assumption of
Declarant's Rights Under the Declaration of Covenants, Conditions,  Restrictions
and Easements for CONTINENTAL TECH CENTER recorded in Instrument No.  92-0420406
and that certain  Assignment  and  Assumption  of  Declarant's  Rights Under the
Declaration of Covenants, Conditions, Restrictions and Easements for CONTINENTAL
TECH CENTER recorded in Instrument No. 94-0889207).
<PAGE>
PARCEL NO. 4:

A temporary license for and during the construction phase of the improvements on
Parcel No. 1 hereinabove described, to enter upon the Landscape Tracts described
as Landscape  Tract No. 3 of CONTINENTAL  TECH CENTER,  according to Book 308 of
maps, page 17, records of Maricopa County, Arizona; and Landscape Tract No. 9 of
CONTINENTAL  TECH  CENTER  PARCEL 5C,  according  to Book 320 of Maps,  page 21,
records of Maricopa County,  Arizona (as defined in that certain  Declaration of
Covenants,  Conditions,  Restrictions  and Easements for CONTINENTAL TECH CENTER
recorded in Instrument No. 86-419846, as amended by that certain First Amendment
to  Declaration  of  Covenants,  Conditions,   Restrictions  and  Easements  for
CONTINENTAL  TECH CENTER  recorded in Instrument No.  88-494774,  re-recorded in
Instrument  No.  88-516441 and  Instrument  No.  89-312262,  and as assigned and
assumed by that certain  Assignment and  Assumption of Declarant's  Rights Under
the  Declaration  of  Covenants,  Conditions,  Restrictions  and  Easements  for
CONTINENTAL  TECH CENTER  recorded in Instrument  No.  92-0420403,  that certain
Assignment  and  Assumption  of  Declarant's  Rights  Under the  Declaration  of
Covenants,  Conditions,  Restrictions  and Easements for CONTINENTAL TECH CENTER
recorded in Instrument No. 92-0420406 and that certain Assignment and Assumption
of  Declarant's   Rights  Under  the   Declaration  of  Covenants,   Conditions,
Restrictions  and Easements for  CONTINENTAL  TECH CENTER recorded in Instrument
No. 94-0889207).
<PAGE>
                                   SCHEDULE C

                          Company Supporting Documents
                          ----------------------------


Project Proposal Booklet

Phase I Environmental Report

Geotechnical Evaluation Report

Seismic Study

ALTA Land Title Survey

Title Report Information in connection with the Property

Lease Documentation and all exhibits

Operating Agreement (attached herewith)

Construction   Loan  Commitment  from  Guaranty   Federal  Bank  and  supporting
documentation

Construction Contract with MT Builders
                                       26