INDUSTRIAL LEASE
                                 --NET--NET--NET


1.  PARTIES.  This lease, dated, for reference purposes only May 29 , 19 97 , is
made by and  between  Jerome A. & Cathy E.  Reynolds  dba  REYNOLDS  DEVELOPMENT
COMPANY,(herein called "Landlord") and SILICON VALLEY TEST & REPAIR INC. (SVTR),
a wholly  owned  subsidiary  of Cerprobe  Corporation,  a Delaware  Corporation,
(herein called "Tenant").

2.  PREMISES.  Landlord  hereby leases to Tenant and Tenant leases from Landlord
for the term, at the rental,  and upon all of the  conditions  set forth herein,
that certain real  property  situated in the City of Tempe,  County of Maricopa,
State of Arizona,  commonly  known as 600 S.  Rockford  Drive and  described  as
30,000 Sq. Ft.  Industrial  Building on 2.1312  acres,  more or less,  per legal
description  attached  hereto as "Exhibit A". Said real property,  including the
land and all improvements thereon, is herein called "the Premises".


3.  TERM.

         3.1  Term.  The term of this  Lease  shall be for 7 Years and 0 Months,
commencing  on October 1, 1997 and ending on September  30, 2004,  unless sooner
terminated pursuant to any provision hereof.

         3.2 Delay in Commencement.  Notwithstanding  said commencement date, if
for any reason Landlord  cannot deliver  possession of the Premises to Tenant on
said date,  Landlord shall not be subject to any liability  therefor,  nor shall
such  failure  affect the  validity of this Lease or the  obligations  of Tenant
hereunder  or  extend  the term  hereof,  but in such case  Tenant  shall not be
obligated  to pay rent until  possession  of the Premises is tendered to Tenant;
provided,  however,  that if Landlord shall not have delivered possession of the
Premises  within ninety (90) days from said  commencement  date,  Tenant may, at
Tenant's  option,  by  notice  in  writing  to  Landlord  within  ten (10)  days
thereafter,  cancel this Lease. If Landlord shall not have delivered  possession
of the Premises within one (1) year from said commencement  date,  Landlord may,
by notice in writing to the Tenant within ten (10) days  thereafter,  cancel the
Lease.  If either party cancels as hereinabove  provided,  Landlord shall return
any monies  previously  deposited by Tenant and the parties  shall be discharged
from all obligations hereunder.

         3.3 Early Possession. In the event that Landlord shall permit Tenant to
occupy the Premises prior to the  commencement  date of the term, such occupancy
shall be subject to all of the provisions of this Lease.  Said early  possession
shall not advance the termination date of this Lease.

         3.4  Delivery  of  Possession.  Tenant  shall be  deemed  to have  take
possession  of the  Premises  when  any of the  following  occur:  (a)  Landlord
delivers  possession of the Premises to Tenant and a Certificate of Occupancy is
granted by the proper  governmental  agency or (b) upon a  Certificate  from the
Landlord's architect or contractor that the Premises are ready for occupancy.


4.  RENT.

         4.1 Tenant shall pay to Landlord as rent for the Premises equal monthly
installments of See Addendum Attached ($ ----) Dollars, in advance, on the first
day of each month of the term
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hereof.  Tenant shall pay Landlord upon the  execution  hereof the sum of Twenty
Thousand Seven Hundred  ($20,700.00) Dollars as rent for October 1, 1997 through
October 31, 1997.  Rent for any period  during the term hereof which is for less
than one month  shall be a pro rata  portion of the  monthly  installment.  Rent
shall be payable without notice or demand and without any deduction,  offset, or
abatement  in lawful  money of the United  States of America to  Landlord at the
address  stated  herein or to such  other  persons  or at such  other  places as
Landlord may designate in writing.

         4.2 Additional  Charges.  This Lease is what is commonly  called a "net
lease",  it being  understood  that Landlord shall receive the rent set forth in
Article 4.1 free and clear of any and all impositions, taxes, real estate taxes,
liens,  charges or  expenses of any nature  whatsoever  in  connection  with the
ownership  and  operation of the  Premises.  In addition to the rent reserved by
Article 4.1, Tenant shall pay to the parties  respectively  entitled thereto all
impositions,   insurance  premiums,   operating  charges,  maintenance  charges,
construction  costs,  and any other charges,  costs, and expenses which arise or
may be  contemplated  under any provisions of this Lease during the term hereof.
All of such charges,  costs, and expenses shall constitute  additional  charges,
and upon the failure of Tenant to pay any of such costs,  charges,  or expenses,
Landlord  shall have the same rights and remedies as otherwise  provided in this
Lease for the failure of Tenant to pay rent.  It is the intention of the parties
hereto that this Lease shall not be terminable  for any reason by the Tenant and
that the Tenant  shall in no event be entitled to any  abatement of or reduction
in rent payable hereunder,  except as herein expressly provided.  Any present or
future law to the contrary shall not alter this agreement of the parties.


5.  SECURITY  DEPOSIT.  Tenant shall deposit with Landlord upon execution hereof
the sum of Twenty  Thousand Seven Hundred  ($20,700.00)  Dollars as security for
Tenant's faithful performance of Tenant's obligations hereunder. If Tenant fails
to pay rent or other charges due hereunder,  or otherwise  defaults with respect
to any provision of this Lease,  Landlord may use,  apply,  or retain all or any
portion of said  deposit for the payment of any rent or other  charge in default
or for the payment of any other sum to which  Landlord  may become  obligated by
reason of Tenant's  default,  or to  compensate  Landlord for any loss or damage
which  Landlord  may suffer  thereby.  If Landlord so uses or applies all or any
portion of said deposit,  Tenant shall within ten (10) days after written demand
therefor  deposit  cash with  Landlord in an amount  sufficient  to restore said
deposit to the full  amount  hereinabove  stated and  Tenant's  failure to do so
shall be a breach of this Lease,  and Landlord may at his option  terminate this
Lease.  Landlord  shall not be required to keep said deposit  separate  from its
general accounts. If Tenant performs all of Tenant's obligations hereunder, said
deposit or so much  thereof as had not  theretofore  been  applied by  Landlord,
shall be returned,  without  payment of interest or other increment for its use,
to Tenant (or, at Landlord's  option, to the last assignee,  if any, of Tenant's
interest  hereunder)  within  fifteen (15) days after the expiration of the term
hereof,  or after  Tenant has vacated the  Premises,  whichever  is later.  (See
Paragraph 23).


6.  USE.

         6.1 Use.  The  Premises  shall be used and  occupied  only for  General
Office and Manufacturing or Assembly.

         6.2 Compliance  with Law.  Tenant shall,  at Tenant's  expense,  comply
promptly with all applicable statutes,  ordinances, rules, regulations,  orders,
and  requirements  in  effect  during  the term or any  part of the term  hereof
regulating the use by Tenant of the Premises. Tenant shall not use or permit the
use of the  Premises in any manner that will tend to create waste or a nuisance,
or, if
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there shall be more than one tenant of the  building  containing  the  Premises,
which shall tend to unreasonably disturb such other tenants.

         6.3 Condition of Premises.  Tenant hereby accepts the Premises in their
condition  existing as of the date of the possession  hereunder,  subject to all
applicable zoning, municipal,  county and state laws, ordinances and regulations
governing and regulating the use of the Premises, and accepts this Lease subject
thereto  and to all  matters  disclosed  thereby  and by any  exhibits  attached
hereto.  Tenant  acknowledges  that neither Landlord nor Tenant's agent has made
any  representation  or warranty as to the  suitability  of the premises for the
conduct of Tenant's business.

         6.4 Insurance  Cancellation.  Notwithstanding the provisions of Article
6.1  hereinabove,  no use shall be made or  permitted to be made of the Premises
nor acts done which will cause the cancellation of any insurance policy covering
said  Premises  or any  building  of which the  Premises  may be a part,  and if
Tenant's use of the Premises causes an increase in said insurance rates,  Tenant
shall pay any such increase.


7.  MAINTENANCE, REPAIRS AND ALTERATIONS.

         7.1 Tenant's Obligations.  Tenant shall, during the term of this Lease,
keep in good order, condition,  and repair, the Premises and every part thereof,
non-structural,  and all adjacent  sidewalks,  landscaping,  driveways,  parking
lots,  fences and signs  located in the areas which are adjacent to and included
with the Premises.  Landlord  shall incur no expense nor have any  obligation of
any kind whatsoever in connection with  maintenance of the Premises,  and Tenant
expressly  waives the  benefits of any statute now or  hereafter in effect which
would otherwise afford Tenant the right to make repairs at Landlord's expense or
to terminate  this Lease because of  Landlord's  failure to keep the Premises in
good order, condition, and repair.

         7.2  Surrender.  On the last day of the term  hereof,  or on any sooner
termination,  Tenant shall surrender the Premises to Landlord in good condition,
broom clean, ordinary wear and tear excepted.  Tenant shall repair any damage to
the Premises  occasioned by its use thereof, or by the removal of Tenant's trade
fixtures,  furnishings and equipment  pursuant to Article  7.4(c),  which repair
shall include the patching and filling of holes and repair of structural damage.

         7.3 Landlord's Rights. If Tenant fails to perform Tenant's  obligations
under this Article 7,  Landlord may at its option (but shall not be required to)
enter upon the Premises,  after ten (10) days' prior  written  notice to Tenant,
and put the same in good  order,  condition  and  repair,  and the cost  thereof
together with interest  thereon at the rate of ten (10%) percent per annum shall
become due and payable as additional  rental to Landlord  together with Tenant's
next rental installment.

         7.4 Alterations and Additions.

                  (a)  Tenant  shall  not,  without   Landlord's  prior  written
consent, make any alterations,  improvements, or additions, in, on, or about the
Premises, except for non-structural alterations not exceeding $1,000 in cost. As
a condition to giving such consent,  Landlord may require that Tenant remove any
such  alterations,  improvements,  additions,  or utility  installations  at the
expiration of the term, and to restore the Premises to their prior condition.

                  (b)  Before  commencing  any  work  relating  to  alterations,
additions, and improvements affecting the Premises, Tenant shall notify Landlord
in writing of the expected date of  commencement  thereof.  Landlord  shall then
have the right at any time and from time to time,  to post and  maintain  on the
Premises such notices as Landlord reasonably deems necessary to protect
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the Premises and Landlord from  mechanics'  liens,  materialmen's  liens, or any
other liens.  In any event,  Tenant shall pay, when due, all claims for labor or
materials furnished to or for Tenant at or for use in the Premises. Tenant shall
not  permit any  mechanics'  or  materialmen's  liens to be levied  against  the
Premises  for any labor or material  furnished to Tenant or claimed to have been
furnished to Tenant or to Tenant's agents or contractors in connection with work
of any character  performed or claimed to have been performed on the Premises by
or at the direction of Tenant.

                  ( c) Unless Landlord  requires their removal,  as set forth in
Article 7.4(a), all alterations, improvements, or additions which may be made on
the  Premises,  shall  become the  property of  Landlord  and remain upon and be
surrendered with the Premises at the expiration of the term. Notwithstanding the
provisions of this Article  7.4(c),  Tenant's  machinery,  equipment,  and other
trade  fixtures  other than that which is  affixed  to the  Premises  so that it
cannot be removed without  material damage to the Premises,  shall remain in the
property  of Tenant and may be removed by Tenant  subject to the  provisions  of
Article 7.2

                  (d) See Addendum Attached.


8.  INSURANCE; INDEMNITY.

         8.1  Insuring  Party.  As used in this  Article  8, the term  "insuring
party"  shall  mean the party who has the  obligation  to obtain  the  insurance
required  hereunder.  The  insuring  party in this case shall be  designated  in
Article 20.  Whether the insuring  party is the  Landlord or the Tenant,  Tenant
shall,  as  additional  rent for the  Premises,  pay the  cost of all  insurance
required hereunder.  If Landlord is the insuring party, Tenant shall, within ten
(10) days following demand by Landlord,  reimburse  Landlord for the cost of the
insurance so obtained.

         8.2  Liability  Insurance.  the Tenant  shall  obtain and keep in force
during  the  term of this  Lease a  policy  of  comprehensive  public  liability
insurance  insuring Landlord and Tenant against any liability arising out of the
ownership,  use,  occupancy,  or  maintenance  of the  Premises  and  all  areas
appurtenant  thereto.  Such  insurance  shall be in an  amount  of not less than
$1,000,000 combined single limit for injury to or death of one person in any one
accident or occurrence  and in an amount of not less than  $1,000,000 for injury
to or death of more than one  person in any one  accident  or  occurrence.  Such
insurance  shall  further  insure  Landlord  and Tenant  against  liability  for
property  damage of at least $50,000.  The limits of said  insurance  shall not,
however, limit the liability of Tenant hereunder. In the event that the Premises
constitute a part of a larger  property,  said insurance shall have a Landlord's
Protective  Liability  endorsement attached thereto. If the Tenant shall fail to
procure and maintain said insurance, the Landlord may, but shall not be required
to, procure and maintain the same, but at the expense of Tenant.

         8.3 Property  Insurance.  The  insuring  party shall obtain and keep in
force during the term of this Lease a policy or policies of  insurance  covering
loss or damage to the  Premises,  in the  amount of the full  replacement  value
thereof,   providing   protection   against  all  perils   included  within  the
classification  of  fire,  extended  coverage,  vandalism,  malicious  mischief,
special extended perils (all risk) and sprinkler  leakage.  Said insurance shall
provide for payment for loss  thereunder to Landlord or to the holder of a first
mortgage or deed of trust on the Premises.  If the insuring  party shall fail to
procure and  maintain  said  insurance,  the other  party may,  but shall not be
required to procure and maintain the same, but at the expense of Tenant.

         8.4  Insurance  Policies.  Insurance  required  hereunder  shall  be in
companies rated A+ AAA or better in "Best's Insurance Guide." The insuring party
shall  deliver prior to possession to the other party copies of policies of such
insurance or certificates evidencing the existence and amounts
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of such insurance with loss payable clauses  satisfactory  to Landlord.  No such
policy shall be cancellable  except after ten (10) days' prior written notice to
Landlord.  If Tenant is the insuring party,  Tenant shall,  within ten (10) days
prior to the  expiration  of such  policies,  furnish  Landlord with renewals or
"binders"  thereof,  or Landlord  may order such  insurance  and charge the cost
thereof to Tenant,  which amount shall be payable by Tenant upon demand.  Tenant
shall not do or permit to be done anything which shall  invalidate the insurance
policies  referred to in Article 8.3.  Tenant shall  forthwith,  upon Landlord's
demand,  reimburse Landlord for any additional premiums  attributable to any act
or  omission  or  operation  of  Tenant  causing  such  increase  in the cost of
insurance.  If Landlord is the insuring  party,  and if the  insurance  policies
maintained  hereunder  cover other  improvements  in  addition to the  Premises,
Landlord shall deliver to Tenant a written statement setting forth the amount of
any such insurance cost increase and showing in reasonable  detail the manner in
which it has been computed.

         8.5 Waiver of Subrogation.  Tenant and Landlord each waives any and all
rights of  recovery  against  the other,  or against  the  officers,  employees,
agents, and  representatives of the other, for loss of or damage to such waiving
party or its property or the  property of others  under its control,  where such
loss or damage is insured  against  under any  insurance  policy in force at the
time of such loss or damage.  Tenant and  Landlord  shall,  upon  obtaining  the
policies of insurance required hereunder, given notice to the insurance carriers
that the foregoing mutual waiver of subrogation is contained in this Lease.

         8.6 Hold Harmless.  Tenant shall indemnify,  defend,  and hold Landlord
harmless  from any and all claims  arising from  Tenant's use of the Premises or
from the conduct of its business or from any activity,  work or things which may
be permitted  or suffered by Tenant in or about the  Premises and shall  further
indemnify,  defend,  and hold  Landlord  harmless  from and  against any and all
claims  arising from any breach or default in the  performance of any obligation
on Tenant's  part to be performed  under the  provision of this Lease or arising
from any  negligence of Tenant or any of its agents,  contractors,  employees or
invitees and from any and all costs,  attorneys' fees,  expenses and liabilities
incurred  in the defense of any such claim or any action or  proceeding  brought
thereon.  Tenant  hereby  assumes  all risk of damage to  property  or injury to
persons in or about the Premises  from any cause,  and Tenant  hereby waives all
claims in respect thereof against  Landlord,  excepting where said damage arises
out of negligence of Landlord.

         8.7  Exemption of Landlord  from  Liability.  Tenant hereby agrees that
Landlord  shall not be liable for  injury to  Tenant's  business  or any loss of
income  therefrom  or for  damage to the  goods,  wares,  merchandise,  or other
property of Tenant, Tenant's employees, invitees, customers, or any other person
in or about the Premises; nor, unless through its negligence,  shall Landlord be
liable  for  injury  to the  person of  Tenant,  Tenant's  employees,  agents or
contractors and invitees,  whether such damage or injury is caused by or results
from  fire,  steam,  electricity,  gas,  water  or rain,  or from the  breakage,
leakage,  obstruction, or other defects of pipes, sprinklers, wires, appliances,
plumbing,  air  conditioning  or  lighting  fixtures,  or from any other  cause,
whether the said  damage or injury  results  from  conditions  arising  upon the
Premises or upon other  portions of the  building  of which the  Premises  are a
part,  or from other sources or places,  and  regardless of whether the cause of
such  damage or injury or the means of  repairing  the same is  inaccessible  to
Landlord or Tenant.  Landlord  shall not be liable for any damages  arising from
any act or neglect of any other  tenant,  if any,  of the  building in which the
Premises are located.

9.  DAMAGE OR DESTRUCTION

         9.1 In the  event the  improvements  on the  Premises  are  damaged  or
destroyed,  partially or totally, from any cause whatsoever, whether or not such
damage or destruction is covered by any
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insurance  required to be  maintained  under Article 8, the Tenant shall repair,
restore,  and rebuild the Premises to their condition existing immediately prior
to such damage or  destruction  and this Lease shall  continue in full force and
effect. Such repair, restoration, and rebuilding (all of which are herein called
the "repair")  shall be commenced  within a reasonable time after such damage or
destruction and shall be diligently prosecuted to completion.  There shall be no
abatement of rent or of any other  obligation  of Tenant  hereunder by reason of
such damage or  destruction.  The  proceeds of any  insurance  maintained  under
Article  8.3 shall be made  available  to  Tenant  for  payment  of the cost and
expense  of the  repair,  provided,  however,  that  such  proceeds  may be made
available to Tenant subject to reasonable conditions including,  but not limited
to,  architect's  certification  of costs and  retention of a percentage of such
proceeds pending final notice of completion. In the event that such proceeds are
not made  available  to Tenant  within  ninety  (90) days after  such  damage or
destruction,  Tenant shall have the option for thirty (30) days,  commencing  on
the expiration of such ninety (90) day period of canceling this Lease. If Tenant
shall exercise such option,  Tenant shall have no further  obligation  hereunder
and shall  have no further  claim  against  Landlord;  provided,  however,  that
Landlord shall return to Tenant so much of Tenant's  security deposit as has not
theretofore  been applied by  Landlord.  Tenant  shall  exercise  such option by
written notice to Landlord within said thirty (30) day period. In the event that
the insurance  proceeds are  insufficient to cover the cost of the repair,  then
any amount in excess  thereof  required to complete  the repair shall be paid by
Tenant.

         9.2 Damage Near End of Term. If the Premises are partially destroyed or
damaged during the last six (6) months of the term of this lease,  Landlord may,
at  Landlord's  option,  cancel  and  terminate  this  Lease  as of the  date of
occurrence  of such  damage by  giving  written  notice to Tenant of  Landlord's
election to do so within  thirty (30) days after the date of  occurrence of such
damage.

         9.3 Prorations. Upon termination of this Lease pursuant to this Article
9, a pro rata  adjustment  of rent based upon a thirty  (30) day month  shall be
made. Landlord shall, in addition, return to Tenant so much of Tenant's security
deposit as has not theretofore been applied by Landlord.

10. REAL PROPERTY TAXES.

         10.1  Payment  of  Taxes.  Tenant  shall  pay all real  property  taxes
applicable  to the  Premises  during the term of this Lease.  All such  payments
shall  be made at least  ten (10)  days  prior to the  delinquency  date of such
payment.  Tenant shall promptly furnish Landlord with satisfactory evidence that
such  taxes have been paid.  If any such  taxes paid by Tenant  shall  cover any
period of time prior to or after the  expiration  of the term  hereof,  Tenant's
share of such taxes shall be equitably prorated to cover only the period of time
within the tax fiscal  year  during  which  this lease  shall be in effect,  and
Landlord shall reimburse Tenant to the extent required.  If Tenant shall fail to
pay any such taxes, Landlord shall have the right to pay the same, in which case
Tenant shall repay such amount to Landlord with  Tenant's next rent  installment
together with interest at the rate of ten (10%) percent per annum.

         10.2  Definition of "Real  Property"  Taxes.  As used herein,  the term
"real property tax" shall include any form of assessment, license fee, rent tax,
levy, penalty,  or tax (other than inheritance or estate taxes),  imposed by any
authority  having  the  direct or  indirect  power to tax,  including  any city,
county,  state, or federal government,  or any school,  agricultural,  lighting,
drainage  or  other  improvement  district  thereof,  as  against  any  legal or
equitable  interest of Landlord in the Premises or in the real property of which
the Premises  are a part,  as against  Landlord's  right to rent or other income
therefrom,  or as against  Landlord's  business  of leasing the  Premises,  and,
Tenant shall pay
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any and all  charges  and fees which may be imposed by the EPA or other  similar
government regulations or authorities.

         10.3 Joint  Assessment.  If the Premises are not  separately  assessed,
Tenant's  liability shall be an equitable  proportion of the real property taxes
for all of the land and  improvements  included within the tax parcel  assessed,
such  proportion to be determined  by Landlord  from the  respective  valuations
assigned  in the  assessor's  work  sheets or such other  information  as may be
reasonably  available.  Landlord's  reasonable  determination  thereof,  in good
faith, shall be conclusive.

         10.4 Personal Property Taxes.

                  (a) Tenant shall pay prior to delinquency,  all taxes assessed
against and levied upon leasehold  improvements,  trade  fixtures,  furnishings,
equipment,  and all other personal  property of Tenant contained in the Premises
or elsewhere.  Tenant shall cause said leasehold  improvements,  trade fixtures,
furnishings, equipment and all other personal property to be assessed and billed
separately from the real property of Landlord.

                  (b)  If  any of  Tenant's  said  personal  property  shall  be
assessed  with  Landlord's  real  property,  Tenant shall pay Landlord the taxes
attributable to Tenant within ten (10) days after receipt of a written statement
setting forth the taxes applicable to Tenant's property.


11. COMMON  AREAS.  When, in fact,  there are Common  Areas,  then the following
shall apply:

         11.1  Definitions.  The  phrase  "Common  Areas"  means  all  areas and
facilities outside the Premises that are provided and designated for general use
and  convenience  of Tenant and other  tenants  and their  respective  officers,
agents and employees, customers, and invitees. Common Areas include (but are not
limited to) pedestrian sidewalks,  landscaped areas, roadways, parking areas and
railroad tracks,  if any.  Landlord reserves the right from time to time to make
changes  in the  shape,  size,  location,  number,  and  extent  of the land and
improvements  constituting the Common Areas. Landlord may designate from time to
time  additional  parcels of land for use as a part thereof;  and any additional
land so  designated  by  Landlord  for such use  shall be  included  until  such
designation is revoked by Landlord.

         11.2  Maintenance.  During  the  term of  this  Lease,  Landlord  shall
operate,  manage,  and maintain the Common Areas so that they are clean and free
from accumulations of debris,  filth,  rubbish, and garbage. The manner in which
such  Common  Areas  shall  be so  maintained,  and the  expenditures  for  such
maintenance,  shall be at the sole  discretion  of Landlord,  and the use of the
Common Areas shall be subject to such reasonable regulations and changes therein
as  Landlord  shall  make  from  time  to  time,  including  (but  not by way of
limitation)  the right to close  from  time to time,  if  necessary,  all or any
portion of the Common Areas to such extent as may be legally sufficient,  in the
opinion of Landlord's counsel, to prevent a dedication thereof or the accrual of
rights of any person or of the public  therein,  or to close  temporarily all or
any portion of such Common Areas for such purposes.

         11.3 Tenant's Rights and Obligations. Landlord hereby grants to Tenant,
during the term of this Lease, the license to use, for the benefit of Tenant and
its officers,  agents,  employees,  customers,  and invitees, in common with the
others  entitled to such use,  the Common Areas as they from time to time exist,
subject to the rights,  powers,  and  privileges  herein  reserved to  Landlord.
Storage, either permanent or temporary, of any materials, supplies, or equipment
in the Common Area is strictly prohibited.  Should Tenant violate this provision
of the Lease, then in such event,
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Landlord may, at his option,  either  terminate this Lease or, without notice to
Tenant,  remove said materials,  supplies, or equipment from the Common Area and
place such items in storage,  the cost thereof to be reimbursed by Tenant within
ten (10) days from receipt of a statement submitted by Landlord.  All subsequent
costs in connection  with the storage of said items shall be paid to Landlord by
Tenant as accrued.  Failure of Tenant to pay these charges  within ten (10) days
from receipt of statement  shall  constitute a breach of this lease.  Tenant and
its officers, agents, employees,  customers, and invitees shall park their motor
vehicles  only in areas  designated  by Landlord  for that  purpose from time to
time. Within five (5) days after request from Landlord,  Tenant shall furnish to
Landlord a list of the license numbers assigned to its motor vehicles, and those
of its  officers,  agents and  employees.  Tenant  shall not at any time park or
permit the parking of motor  vehicles,  belonging  to it or to others,  so as to
interfere with the pedestrian sidewalks,  roadways, and loading areas, or in any
portion of the parking  areas not  designed by Landlord  for such use by Tenant.
Tenant  agrees that  receiving  and  shipping of goods and  merchandise  and all
removal of refuse  shall be made only by way of the loading  areas  constituting
part of the Premises.  Tenant shall repair,  at its cost, all  deteriorations or
damages to the Common Areas, occasioned by its lack of ordinary care.

                  11.4  Construction.  Landlord,  while engaged in  constructing
improvements  or making  repairs or  alterations  in or about the Premises or in
their vicinity, shall have the right to make reasonable use of the Common Areas.


12. UTILITIES.  Tenant  shall  pay for  all  water,  gas,  heat,  light,  power,
telephone and other  utilities and services  supplied to the Premises,  together
with any taxes  thereon.  If any such  services  are not  separately  metered to
Tenant, Tenant shall pay a reasonable proportion to be determined by Landlord of
all charges jointly metered with other premises.


13. ASSIGNMENT AND SUBLETTING.

         13.1 Landlord's  Consent  Required.  Tenant shall not voluntarily or by
operation of law assign,  transfer,  mortgage,  sublet, or otherwise transfer or
encumber  all or any part of Tenant's  interest in this Lease or in the Premises
without Landlord's prior written consent,  which Landlord shall not unreasonably
withhold.  Any  attempted  assignment,   transfer,  mortgage,   encumbrance,  or
subletting  without such consent shall be void and shall  constitute a breach of
the Lease.

         13.2 No  Release  of  Tenant.  Regardless  of  Landlord's  consent,  no
subletting or assignment shall release Tenant of Tenant's  obligation to pay the
rent and to perform all other  obligations  to be performed by Tenant  hereunder
for the term of this Lease.  The  acceptance  of rent by Landlord from any other
person shall not be deemed to be a waiver by Landlord of any  provision  hereof.
Consent  to one  assignment  or  subletting  shall not be deemed  consent to any
subsequent assignment or subletting.

14. DEFAULTS; REMEDIES.

         14.1  Defaults.  The  occurrence  of any one or  more of the  following
events shall constitute a default and breach of this Lease by Tenant:

                  (a) The vacating or abandonment of the Premises by Tenant.
                             (Page 8 NET--NET--NET)
<PAGE>
                  (b) The  failure by Tenant to make any  payment of rent or any
other payment  required to be made by Tenant  hereunder,  as and when due, where
such failure shall  continue for a period of three (3) days after written notice
thereof from Landlord to Tenant.

                  (c) The  failure by Tenant to  observe  or perform  any of the
covenants,  conditions,  or provisions of this Lease to be observed or performed
by Tenant, other than described in Paragraph (b) above, where such failure shall
continue  for a period of thirty  (30) days after  written  notice  thereof  rom
Landlord to Tenant; provided, however, that if the nature of Tenant's default is
such that more than thirty (30) days are reasonably  required for its cure, then
Tenant shall not be deemed to be in default if Tenant commenced such cure within
said thirty (30) day period and thereafter  diligently  prosecutes  such cure to
completion.

                  (d) (i) The  making by Tenant of any  general  assignment,  or
general arrangement for the benefit of creditors;  (ii) the filing by or against
Tenant of a  petition  to have  Tenant  adjudged a  bankrupt  or a petition  for
reorganization or arrangement under any law relating to bankruptcy  (unless,  in
the case of a petition filed against Tenant,  the same is dismissed within sixty
(60) days); (iii) the appointment of a trustee or receiver to take possession of
substantially  all of  Tenant's  assets  located at the  Premises or of Tenant's
interest in this Lease, where possession is not restored to Tenant within thirty
(30)  days;  or (iv) the  attachment,  execution  or other  judicial  seizure of
substantially  all of  Tenant's  assets  located at the  Premises or of Tenant's
interest in this Lease,  where such seizure is not discharged within thirty (30)
days.

         14.2 Remedies in Default. In the event of any such default or breach by
Tenant,  Landlord may at any time thereafter,  with or without notice or demand,
and  without  limiting  Landlord in the  exercise  of any right or remedy  which
Landlord may have by reason of such default or breach:

                  (a) Terminate  Tenant's right to possession of the Premises by
any lawful  means,  in which case this Lease shall  terminate  and Tenant  shall
immediately  surrender  possession  of the Premises to  Landlord.  In such event
Landlord  shall be  entitled  to recover  from  Tenant all  damages  incurred by
Landlord by reason of Tenant's default  including,  but not limited to, the cost
of  recovering  possession of the  Premises;  expenses of  reletting,  including
necessary renovation and alteration of the Premises, reasonable attorney's fees,
and any real estate commission actually paid; the worth at the time of the award
by the court having jurisdiction  thereof of the amount by which the unpaid rent
for the  balance of the term after the time of such award  exceeds the amount of
such rental loss for the same period  that  Tenant  proves  could be  reasonably
avoided;  and that portion of the leasing commission paid by Landlord applicable
to the unexpired term of this Lease.  Unpaid  installments of rent or other sums
shall  bear  interest  from the date  due at the  rate of ten (10%  percent  per
annum).  In the event Tenant shall have  abandoned the Premises,  Landlord shall
have the option of (I) retaking  possession of the Premises and recovering  from
Tenant the amount  specified in this Article  14.2(a),  or (ii) proceeding under
Article 14.2(b).

                  (b) Maintain Tenant's right to possession,  in which case this
Lease shall  continue in effect  whether or not Tenant shall have  abandoned the
Premises. In such event, Landlord shall be entitled to enforce all of Landlord's
rights and remedies under this Lease, including the right to recover the rent as
it becomes due hereunder.

                  ( c) Pursue any other  remedy now or  hereafter  available  to
Landlord under the laws or judicial decisions of the State in which the Premises
are located.

         14.3  Default by  Landlord.  Landlord  shall not be in  default  unless
Landlord fails to perform  obligations  required of Landlord within a reasonable
time, but in no event later than thirty (30) days after written notice by Tenant
to Landlord and to the holder of any first mortgage or deed of trust
                             (Page 9 NET--NET--NET)
<PAGE>
covering  the  Premises  whose  name and  address  shall have  theretofore  been
furnished  to Tenant in  writing,  specifying  wherein  Landlord  has  failed to
perform such  obligation;  provided,  however,  that if the nature of Landlord's
obligation is such that more than thirty (30) days are required for  performance
then Landlord shall not be in default if Landlord  commences  performance within
such thirty (30) day period and  thereafter  diligently  prosecutes  the same to
completion.

         14.4 Late  Charges.  Tenant  hereby  acknowledges  that late payment by
Tenant to Landlord of rent and other sums due hereunder  will cause  Landlord to
incur costs not  contemplated  by this Lease,  the exact amount of which will be
extremely  difficult to ascertain.  Such costs include,  but are not limited to,
processing  and  accounting  charges,  and late charges  which may be imposed on
Landlord  by the terms of any  mortgage  or trust deed  covering  the  Premises.
Accordingly,  if any  installment of rent or any other sum due from Tenant shall
not be received by Landlord or  Landlord's  designee  within ten (10) days after
written notice that said amount is past due, then Tenant shall pay to Landlord a
late  charge  equal to ten (10%)  percent of such  overdue  amount.  The parties
hereby agree that such late charge represents a fair and reasonable  estimate of
the cost Landlord will incur by reason of late payment by Tenant.  Acceptance of
such late charge by Landlord  shall in no event  constitute a waiver of Tenant's
default  with  respect  to  such  overdue  amount,  nor  prevent  Landlord  from
exercising any of the other rights and remedies granted hereunder.


15. CONDEMNATION.  If the  Premises or any  portion  thereof are taken under the
power of eminent domain, or sold by Landlord under the threat of the exercise of
said power (all of which is herein  referred to as  "condemnation"),  this Lease
shall terminate as to the part so taken as of the date the condemning  authority
takes title or  possession,  whichever  occurs first.  If more than  twenty-five
(25%) percent of the floor area of any  buildings on the Premises,  or more than
twenty-five  (25%)  percent of the land area of the  Premises  not covered  with
buildings,  is taken by  condemnation,  either  Landlord or Tenant may terminate
this Lease as of the date the condemning authority takes possession by notice in
writing of such  election  within  twenty  (20) days after  Landlord  shall have
notified  Tenant of the taking or, in the  absence of such  notice,  then within
twenty (20) days after the condemning authority shall have taken possession.

         If this Lease is not  terminated  by either  Landlord or Tenant then it
shall  remain  in full  force  and  effect  as to the  portion  of the  Premises
remaining,  provided the rental shall be reduced in proportion to the floor area
of the  buildings  taken within the Premises as bears to the total floor area of
all  buildings  located  on the  Premises.  In the  event  this  Lease is not so
terminated  then  Landlord  agrees,  at  Landlord's  sole  cost,  to as  soon as
reasonably  possible restore the Premises to a complete unit of like quality and
character as existed prior to the condemnation. All awards for the taking of any
part of the  Premises  or any payment  made under the threat of the  exercise of
power of eminent  domain  shall be the  property of  Landlord,  whether  made as
compensation  for  diminution of value of the leasehold or for the taking of the
fee or as severance damages; provided, however, that Tenant shall be entitled to
any award  for loss of or  damage  to  Tenant's  trade  fixtures  and  removable
personal property.

16. GENERAL PROVISIONS.

         16.1 Offset Statement.

                  (a) Tenant  shall at any time upon not less than ten (10) days
prior written notice from Landlord execute,  acknowledge and deliver to Landlord
a statement in writing (I) certifying  that this Lease is unmodified and in full
force and effect (or, if modified,  stating the nature of such  modification and
certifying that this Lease, as so modified, is in full force and effect) and the
date to
                             (Page 10 NET--NET--NET)
<PAGE>
which the rent, security deposit, and other charges are paid in advance, if any,
and (ii)  acknowledging that there are not, to Tenant's  knowledge,  any uncured
defaults on the part of Landlord hereunder, or specifying such defaults, if any,
which are claimed.  Any such  statement may be  conclusively  relied upon by any
prospective purchaser or encumbrancer of the Premises.

                  (b)  Tenant's  failure to deliver such  statement  within such
time shall be  conclusive  upon  Tenant (I) that this Lease is in full force and
effect, without modification except as may be represented by Landlord, (ii) that
there are no uncured defaults in Landlord's performance, and (iii) that not more
than one (1) month's rent has been paid in advance.

                  ( c) If Landlord desires to finance or refinance the Premises,
or any part thereof, Tenant hereby agrees to deliver to any lender designated by
Landlord such financial  statements of Tenant as many be reasonably  required by
such lender.  Such statements  shall include the past three (3) years' financial
statements  of  Tenant.  All such  financial  statements  shall be  received  by
Landlord in confidence and shall be used only for the purposes herein set forth.

         16.2  Landlord's  Interests.  The term  "Landlord" as used herein shall
mean  only the owner or  owners  at the time in  question  of the fee title or a
tenant's  interest  in a  ground  lease  of the  Premises.  In the  event of any
transfer of such title or  interest,  Landlord  herein named (and in case of any
subsequent transfers the then grantor) shall be relieved from and after the date
of such transfer of all liability as respects Landlord's  obligations thereafter
to be  performed,  provided  that any funds in the hands of Landlord or the then
grantor at the time of such transfer, in which Tenant has an interest,  shall be
delivered  to the  grantee.  The  obligations  contained  in  this  Lease  to be
performed by Landlord  shall,  subject as  aforesaid,  be binding on  Landlord's
successors and assigns, only during their respective periods of ownership.

         16.3  Severability.  The invalidity of any provision of this Lease,  as
determined  by a court of  competent  jurisdiction,  shall in no way  affect the
validity of any other provision hereof.

         16.4 Time of Essence. Time is of the essence.

         16.5 Captions. Article and paragraph captions are not a part hereof.

         16.6 Incorporation of Prior Agreements; Amendments. This Lease contains
all agreements of the parties with respect to any matter  mentioned  herein.  No
prior  agreement  or  understanding  pertaining  to any  such  matter  shall  be
effective.  This Lease may be modified in writing only, signed by the parties in
interest at the time of the modification.

         16.7 Waivers.  No waiver by Landlord of any  provision  hereof shall be
deemed a waiver of any other  provision  hereof or of any  subsequent  breach by
Tenant of the same or any other provision.  Landlord's consent to or approval of
any act shall not be deemed to render  unnecessary  the  obtaining of Landlord's
consent to or approval of any subsequent  act by Tenant.  The acceptance of rent
hereunder by Landlord shall not be a waiver of any preceding breach by Tenant of
any  provision  hereof,  other than the failure of Tenant to pay the  particular
rent so accepted, regardless of Landlord's knowledge of such preceding breach at
the time of acceptance of such rent.

         16.8  Recording.   Tenant  shall  not  record  this  Lease.   Any  such
recordation shall be a breach under this Lease.

         16.9 Holding Over.  If Tenant  remains in possession of the Premises or
any part  thereof  after the  expiration  of the term  hereof  with the  express
written consent of Landlord, such occupancy
                             (Page 11 NET--NET--NET)
<PAGE>
shall be a tenancy  from  month-to-month  at a rental in the  amount of the last
monthly  rental plus all other charges  payable  hereunder,  and up on the terms
hereof applicable to month-to-month tenancy.

         16.10  Cumulative  Remedies.  No remedy or election  hereunder shall be
deemed  exclusive,  but shall wherever  possible,  be cumulative  with all other
remedies at law or in equity.

         16.11   Covenants  and   Conditions.   Each  provision  of  this  Lease
performable by Tenant shall be deemed both a covenant and a condition.

         16.12 Binding Effect;  Choice of Law. Subject to any provisions  hereof
restricting  assignment or subletting by Tenant and subject to the provisions of
Article 16.2, this Lease shall bind the parties, their personal representatives,
successors  and  assigns.  This Lease shall be governed by the laws of the state
where the Premises are located.

         16.13 Subordination.

                  (a) This Lease, at Landlord's option,  shall be subordinate to
any  ground  lease,  mortgage,  deed of trust,  or any other  hypothecation  for
security  now or hereafter  placed upon the real  property of which the Premises
are a part and to any and all advances  made on the security  thereof and to all
renewals,  modifications,  consolidations,  replacements and extensions thereof.
Notwithstanding  such  subordination,  Tenant's right to quiet possession of the
Premises  shall not be  disturbed  if Tenant  is not in  default  and so long as
Tenant shall pay the rent and observe and perform all of the  provisions of this
Lease,  unless this Lease is otherwise  terminated pursuant to its terms. If any
mortgagee,  trustee or ground lessor shall elect to have this Lease prior to the
lien of its  mortgage,  deed of trust or ground  lease,  and shall give  written
notice  thereof to Tenant,  this Lease shall be deemed  prior to such  mortgage,
deed of trust, or ground lease,  whether this Lease is dated prior to subsequent
to the  date of said  mortgage,  deed of trust  or  ground  lease or the date of
recording thereof.

                  (b)  Tenant  agrees  to  execute  any  documents  required  to
effectuate  such  subordination  or to make this Lease  prior to the lien of any
mortgage,  deed of trust or ground lease,  as the case may be, and failing to do
so within ten (10) days after written demand,  does hereby make,  constitute and
irrevocably  appoint Landlord as Tenant's attorney in fact and in Tenant's name,
place and stead, to do so.

         16.14 Attorney's Fees. If either party named herein brings an action to
enforce the terms hereof or declare rights  hereunder,  the prevailing  party in
any such  action,  on trial or  appeal,  shall  be  entitled  to his  reasonable
attorney's fees to be paid by the losing party as fixed by the court.

         16.15 Landlord's Access.  Landlord and Landlord's agents shall have the
right to enter the Premises at  reasonable  times for the purpose of  inspecting
the same, showing the same to prospective purchasers,  or lenders.  Landlord may
at any time place on or about the  Premises  any  ordinary  "For Sale" signs and
Landlord  may at any time during the last one hundred  eighty  (180) days of the
term hereof  place on or about the  Premises  any  ordinary  "For Sale or Lease"
signs, all without rebate of rent or liability to Tenant.

         16.16  Auctions.  Tenant  shall  not place  any  auction  sign upon the
Premises  or conduct  any  auction  thereon  without  Landlord's  prior  written
consent.

         16.17 Merger. The voluntary or other surrender of this Lease by Tenant,
or a mutual  cancellation  thereof,  shall not work a merger,  and shall, at the
option of Landlord, terminate all or any
                             (Page 12 NET--NET--NET)
<PAGE>
existing  subtenancies  or  may,  at  the  option  of  Landlord,  operate  as an
assignment to Landlord of any or all of such subtenancies.

         16.18 Corporate Authority. If Tenant is a corporation,  each individual
executing this Lease on behalf of said corporation  represents and warrants that
he is duly  authorized  to  execute  and  deliver  this  Lease on behalf of said
corporation  in  accordance  with a duly  adopted  resolution  of the  Board  of
Directors  of  said  corporation  or in  accordance  with  the  Bylaws  of  said
corporation,  and that this Lease is binding upon said corporation in accordance
with its terms.

         16.19 Landlord's Liability.  If Landlord is a limited partnership,  the
liability  of the  partners  of the  Landlord  pursuant  to this Lease  shall be
limited to the assets of the partnership; and Tenant, its successors and assigns
hereby waive all rights to proceed against any of the partners, or the officers,
shareholders,  or directors of any corporate  partner of Landlord  except to the
extent of their interest in the  partnership.  The term  "Landlord",  as used in
this Article, shall mean only the owner or owners at the time in question of the
fee title or its interest in a ground lease of the Premises, and in the event of
any  transfer or such title or interest,  Landlord  herein named (and in case of
any subsequent  transfers the then grantor) shall be relieved from and after the
date of such  transfer  of all  liability  as  respects  Landlord's  obligations
thereafter to be performed,  provided that any funds in the hands of Landlord or
the then grantor at the time of such transfer,  in which Tenant has an interest,
shall be delivered to the grantee. The obligations contained in this Lease to be
performed by Landlord  shall,  subject as  aforesaid,  be binding on  Landlord's
successors and assigns, only during their respective periods of ownership.

17. PERFORMANCE  BOND.  At any time Tenant  either  desires to or is required to
make any repairs, alterations,  additions,  improvements or utility installation
thereon,  pursuant to Articles 7.5 or 9.2 herein, or otherwise,  Landlord may at
his sole option require Tenant, at Tenant's sole cost and expense, to obtain and
provide to  Landlord a lien and  completion  bond in an amount  equal to one and
one-half  (1-1/2)  times  the  estimated  cost of such  improvements,  to insure
Landlord against liability for mechanics' and materialmen's  liens and to insure
completion of the work.

18. BROKERS.  The  parties  hereto  acknowledge  that NONE were the real  estate
brokers that represented the parties herein,  and that no other  commissions are
due to any brokers whatsoever, other than the above-named brokers.

19. NOTICES.  Whenever under this Lease provision is made for any demand, notice
or  declaration  of any kind,  or where it is deemed  desirable  or necessary by
either  party to give or serve any such  notice,  demand or  declaration  to the
other  party,  it shall be in writing and served  either  personally  or sent by
United  States  mail,  postage  prepaid,  addressed at the  addresses  set forth
hereinbelow:

     To Landlord at:     P.O. Box 2609
                         Sedona, Arizona  86336     (602) 282-2328

     To Tenant at:       600 S. Rockford Drive
                         Tempe, Arizona  85281      (602) 967-7885


20. INSURING PARTY. The insuring party under this Lease shall be the Tenant.
                             (Page 13 NET--NET--NET)
<PAGE>
21. PROPERTY INSURANCE ADDITION.  In addition to paragraph 8.3 hereinabove,  all
such policies  shall also contain a provision or  endorsement  insuring that, in
the event of an insured  casualty,  the rent  payable  under  paragraph 4 herein
shall be paid by the  insurer to the extent the  Leased  premises  are  rendered
unusable  to Tenant  during the period of  repairing  or  rebuilding  the Leased
premises.

22. OPTION TO EXTEND. If Tenant shall not be in default under this Lease, Tenant
shall  have the right and  option to extend  the term of this  Lease for ONE (1)
FIVE (5) year period.  Tenant may exercise  such option only by giving  Landlord
written  notice  thereof not less than SIX (6) months prior to the expiration of
the then  running  term of this Lease.  The  covenants  and  conditions  between
Landlord and Tenant during such extension  period shall be the same as contained
in this Lease, except that the monthly rent provided for herein shall be subject
to adjustment at the then current market rates for comparable  space in the same
vicinity;  however,  such  monthly  rent shall be not less than the last month's
rent of this  Lease  plus  THREE (3)  percent.  The rent  shall be subject to an
annual increase of THREE (3) percent for each year of the extended term.

23. SECURITY DEPOSIT.  Lessee shall, upon execution of this Lease, pay $4,500.00
to Lessor, which sum, when added to the $16,200.00 Security Deposit which Lessor
is in  possession  of  from a prior  lease  with  Cerprobe,  equals  a total  of
$20,700.000 as the Security Deposit referred to herein on Page 1 of this Lease.

The  parties  hereto  have  executed  this  Lease at the  place and on the dates
specified immediately adjacent to their respective signatures.

Executed at    Sedona, Arizona
            -------------------------   ----------------------------------------

on       May 29, 1997                   By
     --------------------------------     --------------------------------------
                                          Jerome A. Reynolds, "LANDLORD"


                                        By
                                          --------------------------------------
                                          Cathy E. Reynolds  "LANDLORD"



Executed at    Gilbert, Arizona          Silicon Valley Test & Repair, Inc.
             ------------------------    ---------------------------------------
                                         a Delaware Corporation

on       May 29, 1997                   By
     --------------------------------     --------------------------------------

                                        By   Kevin M. Kurtz, President
                                          --------------------------------------
                                             "TENANT"


                                         Cerprobe Corporation,
                                        ----------------------------------------
                                         a Delaware Corporation

                                        By
                                          --------------------------------------

                                        By   C. Zane Close
                                          --------------------------------------
                                             "GUARANTOR"
                             (Page 14 NET--NET--NET)
<PAGE>
ADDENDUM  TO LEASE  DATED May 29,  1997 by and  between  Silicon  Valley  Test &
Repair, a Delaware  Corporation,  as "Tenant" and Jerome A. & Cathy E. Reynolds,
as "Landlord."


4.       RENT (Continued).

                                  RENT SCHEDULE
<TABLE>
<CAPTION>
         PERIOD                                                                                 BASE RENT - MONTHLY
<S>                                                                                                     <C>
Oct. 1, 1997 thru Sept. 30, 1999 ....................................................................   $ 20,700.00

Oct. 1, 1999 thru Sept. 30, 2002 ....................................................................     21,300.00

Oct. 1, 2002 thru Sept. 30, 2004 ....................................................................     21,900.00
</TABLE>

7.4 ALTERATIONS AND ADDITIONS (Continued)

         Lessee herein shall have installed,  at Lessee's sole cost and expense,
a complete,  new,  "fully-insulated  metal  roof,"  including  all new  flashing
throughout upon entire building.  Lessee,  prior to beginning work on said roof,
shall supply Lessor with complete  plans,  specifications,  and  warranties  for
Lessor's  approval in accordance  with  Paragraph  7.4(a) of this Lease.  Lessee
shall have the roofing work completed  within twelve (12) months from October 1,
1997.


                                        Landlord's Initials:       Date: 5/29/97
                                        ----------------------------------------

                                        Tenants' Initials:         Date: 5/29/97
                                        ----------------------------------------
                             (Page 15 NET--NET--NET)
<PAGE>
                                   EXHIBIT "A"


LEGAL DESCRIPTION:  Parcel 1

That  portion of TRACT A of EATON  UNIVERSITY  INDUSTRIAL  PARK;  a  subdivision
recorded in Book 174 of Maps, Page 48,  Maricopa County Records,  and located in
the Southeast quarter of Section 13, Township 1 North,  Range 4 East of the Gila
and Salt River Base and Meridian,  Maricopa County,  Arizona,  more particularly
described as follows:

Commencing  at a point  on the  North  line of said  TRACT  A,  from  which  the
Northwest  corner of said TRACT A bears South  89(degree) 45' 49" West (recorded
South  89(degree) 45' 28" West) 340.00 feet,  said point being the True Point of
Beginning;
         thence South  0(degree) 10' 46" East (recorded  South 0(degree) 10' 18"
East) parallel with the West line of said TRACT A, 179.53 feet;
         thence  East  parallel  with the South line of said TRACT A, 48.0 feet;
         thence North  0(degree) 10' 46" West (recorded  North 0(degree) 10' 18"
West) 19.16  feet;  thence  East  parallel  with the South line of said TRACT A,
441.69 feet;
         thence South  54(degree) 09' 24" East 25.67 feet to a point on the East
line of said TRACT A, said point also being on the Westerly right-of-way line of
Rockford Drive;
         thence North 35(degree) 50' 36" East (recorded North 35(degree) 53' 32"
East) along said right-of-way,  12.88 feet to a point on the arc of a circle the
center of which bears North  54(degree) 09' 24" West 621.05 feet (recorded 620.0
feet);
         thence  Northeasterly  along  the arc of said  curve  through a central
angel of 16(degree)  51' 32", a distance of 182.74 feet to the Northeast  corner
of said TRACT A;
         thence North 71(degree) 00' 56" West (recorded North  71(degree)00' 00"
West) along the North line of said TRACT A, 17.64 feet, (recorded 17.30 feet);
         thence  continuing  along the said North line, South 89(degree) 45' 49"
West (recorded  South  89(degree) 45' 28" West) 585.70 feet to the True Point of
Beginning.

Described  property  being  in and  forming  a part  of the  City of  Tempe  and
comprising an area of 2.1312 acres more or less.
                             (Page 16 NET--NET--NET)