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                              CERPROBE CORPORATION
                        1997 EMPLOYEE STOCK PURCHASE PLAN
                     (AS AMENDED THROUGH FEBRUARY 15, 1999)

                                   ARTICLE I
                                     PURPOSE

     1.1   Name. This Stock Purchase Plan shall be known as the Cerprobe
Corporation 1997 Employee Stock Purchase Plan (the "Plan").

     1.2   Purpose. The Plan is intended to provide a method whereby employees
of Cerprobe Corporation, a Delaware corporation, and each Subsidiary Corporation
that has agreed, with Cerprobe's Corporation's consent, to participate in the
Plan (hereinafter referred to, unless the context otherwise requires, as the
"Company") will have an opportunity to acquire a proprietary interest in the
Company through the purchase of shares of the Common Stock of the Company.

     1.3   Qualifications. It is the intention of the Company to have the Plan
qualify as an "employee stock purchase plan" under section 423 of the Internal
Revenue Code of 1986, as amended (the "Code"). The provisions of the Plan shall
be construed in a manner consistent with the requirements of that section of the
Code.

                                   ARTICLE II
                                   DEFINITIONS

     2.1   Base Pay. "Base Pay" shall mean regular straight-time earnings
excluding payments for overtime, shift premium bonuses, "skill-based" pay and
other special payments, commissions (unless such commissions represent the
primary source of compensation, as determined by the Committee) and other
marketing incentive payments.

     2.2   Committee. "Committee" shall mean the individuals described in
Article XI.

     2.3   Employee. "Employee" shall mean any person who is customarily
employed on a full-time or part-time basis by the Company and is regularly
scheduled to work more than 20 hours per week.

     2.4   Stock. "Stock" shall mean the Common Stock of the Company, par value
five cents ($.05).

     2.5   Subsidiary Corporation. "Subsidiary Corporation" shall mean any
present or future corporation that (i) is a "subsidiary corporation," as that
term is defined in Code section 424(f), of Cerprobe Corporation and (ii) is
designated as a participant in the Plan by the Committee.

                                  ARTICLE III
                          ELIGIBILITY AND PARTICIPATION

     3.1   Initial Eligibility. Any Employee who has completed 90 days of
continuous employment and is employed by the Company on the date such Employee's
participation in the Plan is to become effective shall be eligible to
participate in Offerings under the Plan which commence on or after such 90 day
employment period has concluded.

     3.2   Leave of Absence. For purposes of participation in the Plan, a person
on leave of absence shall be deemed to be an Employee for the first 90 days of
such leave of absence and, except as otherwise provided by the Committee and
unless such Employee shall have returned to regular full-time or part-time
employment (as the case may be) prior to the close of business on such 90th day,
such Employee's employment shall be deemed to have terminated at the close of
business on the 90th day of such leave of absence. Termination by the Company of
any Employee's leave of absence, other than termination of such leave of absence
on return to full-time or part-time employment, shall terminate an Employee's
employment for all purposes of the Plan and shall terminate such Employee's
participation in the Plan and right to exercise any option.
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     3.3   Restrictions on Participation. Notwithstanding any provision of the
Plan to the contrary, no Employee shall be granted an option to participate in
the Plan:

           (a) if, immediately after the grant, such Employee would own Stock
and/or hold outstanding options to purchase Stock that would cause the Employee
to possess five percent or more of the total combined voting power or value of
all classes of Stock of the Company (for purposes of this paragraph, the rules
of section 424(d) of the Code shall apply in determining stock ownership of any
Employee); or

           (b) which permits such Employee's rights to purchase Stock under all
Employee stock purchase plans of the Company to accrue at a rate which exceeds
$25,000 in fair market value of the Stock (determined at the time such option is
granted) for each calendar year in which such option is outstanding.

     3.4   Commencement of Participation. An eligible Employee may become a
participant by completing the enrollment forms prescribed by the Committee
(including a purchase agreement and a payroll deduction authorization) and
filing such forms with the designated office of the Company prior to the
Offering Commencement Date for the next scheduled Offering (as such terms are
defined below). Payroll deductions for a participant shall commence on the next
scheduled Offering Commencement Date when such Employee's authorization for a
payroll deduction becomes effective and shall continue in effect for the term of
this Plan, except to the extent such payroll deduction is changed in accordance
with this Section 3.4, or terminated in accordance with Article VIII. The
participant may, at any time, increase or decrease the rate of the participant's
payroll deduction by filing the appropriate form with the designated office of
the Company. The new rate of payroll deduction shall become effective as of the
next applicable Offering Commencement Date.

                                   ARTICLE IV
                                    OFFERINGS

     4.1   Offerings. The Plan will be implemented by a series of successive
six-month offerings of the Company's Stock (the "Offerings"), the first Offering
beginning on January 1, 1998 and ending June 30, 1998. As used in the Plan,
"Offering Commencement Date" means, in the case of the first Offering, January
1, 1998, and in the case of subsequent Offerings, the July 1 or January 1, as
the case may be, on which the particular Offering begins. The term "Offering
Termination Date" means the June 30 or December 31, as the case may be, on which
the particular Offering terminates.

                                   ARTICLE V
                               PAYROLL DEDUCTIONS

     5.1   Amount of Deduction. At the time an Employee files an authorization
for payroll deduction and becomes a participant in the Plan, the Employee shall
elect to have deductions made from the Employee's pay on each payday during the
time the Employee is a participant in an Offering. The deductions shall be at
the rate of 1, 2, 3, 4, 5, 6, 7, 8, 9, or 10 percent of such Employee's Base Pay
in effect during such Offering; provided however, that prior to any Offering
Commencement Date, the Committee shall have the discretion to limit deductions
to less than 10 percent (but no less than 5 percent) for any Offering.

     5.2   Calculation of Base Pay. An Employee's Base Pay during the period of
an Offering shall be determined by multiplying such Employee's normal weekly
rate of pay (as in effect on the last day prior to an Offering Commencement
Date) by 26 or the Employee's normal hourly rate of pay by 1,040. In the case of
an Employee designated by the Company as "part-time," such Employee's Base Pay
during the period of an Offering shall be assumed to be 20 hours per week. In
calculating an Employee's normal weekly rate of pay under this Section 5.2,
retroactive adjustments occurring during an Offering which are retroactive to
the last day prior to the Commencement Date of that particular Offering shall be
taken into account. In addition, if a participant's Base Pay includes
commissions, the Committee may set such Employee's Base Pay based upon averages
and standards as determined in the discretion of the Committee.


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     5.3   Participant Accounts. All payroll deductions made for a participant
shall be credited to such Employee's account under the Plan. A participant may
not make any separate cash payment into such account except when on leave of
absence and then only as provided in Section 5.5.

     5.4   Changes in Payroll Deductions. A participant may discontinue
participation in the Plan, but no other change can be made during an Offering
and, specifically, a participant may not alter the amount of such participant's
payroll deductions for that Offering. Upon a participant's discontinuance of
contributions, the participant may elect to either withdraw as provided in
Article VIII or retain amounts in the participant's account in the Plan, which
shall be used to purchase Stock at the end of the Offering Period.

     5.5   Leave of Absence. If a participant goes on a leave of absence, such
participant shall have the right to elect: (a) to withdraw the balance in such
participant's account pursuant to Section 8.1 hereof; (b) to discontinue
contributions to the Plan but remain a participant in the Plan; or (c) to remain
a participant in the Plan during such leave of absence, to authorize deductions
to be made from payments by the Company to the participant during such leave of
absence and to make cash payments to the Plan at the end of each payroll period
to the extent that amounts payable by the Company to such participant are
insufficient to meet such participant's authorized Plan deductions.

                                   ARTICLE VI
                               GRANTING OF OPTION

     6.1   Number of Option Shares. On each Offering Commencement Date, a
participating Employee shall be deemed to have been granted an option to
purchase the number of shares of the Company's Stock that may be purchased at
the purchase price specified in Section 6.2 with the aggregate amount
contributed by the Employee during the Offering; provided that the number of
shares of the Company's Stock subject to the Employees' option for any Offering
shall not exceed the number derived by dividing $12,500 by 100% of the closing
price of the Stock on the applicable Offering Commencement Date or the nearest
prior business day on which trading occurred on the NASDAQ National Market
System.

     6.2   Option Price. The option price of Stock purchased with payroll
deductions made during each Offering to a participant therein shall be the
lesser of (i) 85 percent of the closing price of the Stock on the applicable
Offering Commencement Date or the nearest prior business day on which trading
occurred on the NASDAQ National Market System, or (ii) 85 percent of the closing
price of the Stock on the applicable Offering Termination Date or the nearest
prior business day on which trading occurred on the NASDAQ National Market
System.

                                  ARTICLE VII
                               EXERCISE OF OPTION

     7.1   Automatic Exercise. Unless participant gives written notice to the
Company as hereinafter provided, such participant's option for the purchase of
Stock granted under Section 6.1 hereof will be deemed to have been exercised
automatically on the Offering Termination Date applicable to such Offering for
the purchase of the number of full shares of stock which the accumulated payroll
deductions in such Employee's account at that time will purchase at the
applicable option price (but not in excess of the number of shares for which
options have been granted to the Employee pursuant to Section 6.1 hereof), and
any excess in such Employee's account at that time will be returned to the
participant.

     7.2   Fractional Shares. Fractional shares will not be issued under the
Plan and any accumulated payroll deductions which would have been used to
purchase fractional shares will be held in the Employee's account to be used to
purchase Stock in a subsequent Offering.

     7.3   Exercisability of Option. During participant's lifetime, options held
by such participant shall be exercisable only by that participant.

     7.4   Withdrawals and Transfers of Stock. Shares of Stock may be withdrawn
from a participant's account, in which case one or more certificates for whole
shares may be issued in the name of, and delivered to, the 


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participant, with such participant receiving cash in lieu of fractional shares
based on the fair market value of a share of Stock on the date of withdrawal.
Alternatively, whole shares of Stock may be withdrawn from a participant's
account by means of a transfer to a broker-dealer or financial institution that
maintains an account for the participant, together with the transfer of cash in
lieu of fractional shares based on the fair market value of a share of Stock on
the date of withdrawal. Participants may not designate any other person to
receive shares of Stock withdrawn or transferred under the Plan. A participant
seeking to withdraw or transfer shares of Stock must give instructions to the
custodian in such manner and form as may be prescribed by the custodian, which
instructions will be acted upon as promptly as practicable. Withdrawals and
transfers will be subject to any fees imposed by the custodian.

                                  ARTICLE VIII
                                   WITHDRAWAL

     8.1   In General. Prior to the last five days of an Offering period, a
participant may withdraw payroll deductions credited to such participant's
account under the Plan any time by giving written notice to the designated
office of the Company, which withdrawal notice shall be in form and substance as
decided by the Committee. All of the participant's payroll deductions credited
to the participant's account will be paid to the participant promptly after
receipt of such participant's notice of withdrawal, and no further payroll
deductions will be made form the participant's pay during such Offering or
during any subsequent Offering unless an Employee re-enrolls as provided in
Section 8.2 hereof. The Company may, at its option, treat any attempt to borrow
by a participant on the security of such participant's accumulated payroll
deductions as an election to withdraw such deductions.

     8.2   Effect on Subsequent Participation. Participant's withdrawal from any
Offering will not have any effect upon such Employee's eligibility to
participate in any succeeding Offering or in any similar plan which may
hereafter be adopted by the Company. In order to be eligible for a subsequent
Offering, however, a participant which has withdrawn from a current Offering
must satisfy the requirements of Section 3.4 hereof prior to the Offering
Commencement Date of the next succeeding Offering.

     8.3   Termination of Employment. Upon termination of the participant's
employment for any reason, including retirement (but excluding death or
permanent disablement while in the employ of the Company or continuation of a
leave of absence for a period beyond 90 days), the payroll deductions credited
to such Employee's account will be returned to the Employee, or, in the case of
the Employee's death subsequent to the termination of such Employee's
employment, to the person or persons entitled thereto under Section 12.1 hereof.

     8.4   Termination of Employment Due to Death or Permanent Disablement. Upon
termination of the participant's employment because of death or permanent
disablement, the participant or participant's beneficiary (as defined in Section
12.1 hereof) shall have the right to elect, by written notice given to the
designated office of the Company prior to the earlier of the Offering
Termination Date or the expiration of a period of 60 days commencing with the
termination of the participant's employment, either:

           (a) to withdraw all of the payroll deductions credited to the
participant's account under the Plan, or

           (b) to exercise the participant's option on the next Offering
Termination Date and purchase the number of full shares of Stock which the
accumulated payroll deductions in the participant's account at the date of the
participant's cessation of employment will purchase at the applicable option
price, and any excess in such account will be returned to said beneficiary,
without interest.

     In the event that no such written notice of election shall be duly received
by the designated office of the Company, the beneficiary shall automatically be
deemed to have elected, pursuant to paragraph (b), to exercise the participant's
option.

     8.5   Leave of Absence. A participant on leave of absence shall, subject to
the election made by such participant pursuant to Section 5.5 hereof, continue
to be a participant in the Plan so long as such participant is on continuous
leave of absence. A participant who has been on leave of absence for more than
90 days and who 


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therefore is not an Employee for the purpose of the Plan shall not be entitled
to participate in any Offering commencing after the 90th day of such leave of
absence. Notwithstanding any other provisions of the Plan, unless a participant
on leave of absence returns to regular full-time or part-time employment with
the Company at the earlier of: (a) the termination of such leave of absence or
(b) three months from the 90th day of such leave of absence, such participant's
participation in the Plan shall terminate on whichever of such dates first
occurs.

                                   ARTICLE IX
                                    INTEREST

     9.1   Payment of Interest. No interest will be paid or allowed on any money
paid into the Plan or credited to the account of any participant Employee;
including any interest paid on any and all money which is distributed to an
Employee or such Employee's beneficiary pursuant to the provisions of Sections
8.1, 8.3, 8.4, and 10.1 hereof.

                                   ARTICLE X
                                      STOCK

     10.1  Maximum Shares. The maximum number of shares of Stock which shall be
issued under the Plan, subject to adjustment upon changes in capitalization of
the Company as provided in Section 12.4 hereof, shall be 150,000 shares. If the
total number of shares for which options are exercised on any Offering
Termination Date in accordance with Article VI exceeds the maximum number of
shares for the applicable Offering, the Company shall make a pro rata allocation
of the shares available for delivery and distribution in as nearly a uniform
manner as shall be practicable and as it shall determine to be equitable, and
the balance of payroll deductions credited to the account of each participant
under the Plan shall be returned to such participant as promptly as possible.

     10.2  Participant's Interest in Option Stock. The participant will have no
interest in Stock covered by such Employee's option until such option has been
exercised.

     10.3  Registration of Stock. Stock to be delivered to participant under the
Plan will be registered in the name of the participant, or, if the participant
so directs by written notice to the designated office of the Company prior to
the Offering Termination Date applicable thereto, in the names of the
participant and one such other person as may be designated by the participant,
in the form and manner permitted by applicable law.

     10.4  Restrictions on Exercise. The Board of Directors may, in its
discretion, require as conditions to the exercise of any option that the shares
of Stock reserved for issuance upon the exercise of the option shall have been
duly listed, upon official notice of issuance, upon a stock exchange, and that
either:

           (a) a Registration Statement under the Securities Act of 1933, as
amended, with respect to said shares shall be effective; or

           (b) the participant shall have represented at the time of purchase,
in form and substance satisfactory to the Company, that it is such Employee's
intention to purchase the shares for investment and not for resale or
distribution.

                                   ARTICLE XI
                                 ADMINISTRATION

     11.1  Appointment of Committee. The Board of Directors shall appoint a
committee (the "Committee") to administer the Plan, which shall consist of no
fewer than two (2) members of the Board of Directors. No member of the Committee
shall be eligible to purchase Stock under the Plan.

     11.2  Authority of Committee. Subject to the express provisions of the
Plan, the Committee shall have plenary authority in its discretion to interpret
and construe any and all provisions of the Plan, to adopt rules and regulations
for administering the Plan, and to make all other determinations deemed
necessary or advisable for 


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administering the Plan. The Committee's determination on the foregoing matters
shall be conclusive. The Committee may delegate its authority as it deems
necessary.

     11.3  Rules Governing the Administration of the Committee. The Board of
Directors may from time to time appoint members of the Committee in substitution
for or in addition to members previously appointed and may fill vacancies,
however caused, in the Committee. The Committee may select one of its members as
its Chairman and shall hold its meetings at such times and places as it shall
deem advisable and may hold telephone meetings. A majority of its members shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. The Committee may correct any defect or omission or
reconcile any inconsistency in the Plan, in the manner and to the extent it
shall deem desirable. Any decision or determination reduced to writing and
signed by a majority of the members of the Committee shall be as fully effective
as if it had been made by a majority vote at a meeting duly called and held. The
Committee may appoint a secretary and shall make such rules and regulations for
the conduct of its business as it shall deem advisable.

                                   ARTICLE XII
                                  MISCELLANEOUS

     12.1  Designation of Beneficiary. A participant may file a written
designation of a beneficiary who is to receive any Stock and/or cash. Such
designation of beneficiary may be changed by the participant at any time by
written notice to the designated office of the Company. Upon the death of
participant and upon receipt by the Company of proof of identity and existence
at the participant's death of a beneficiary validly designated by the
participant under the Plan, the Company shall deliver such Stock and/or cash to
such beneficiary. In the event of the death of participant and in the absence of
a beneficiary validly designed under the Plan who is living at the time of such
participant's death, the Company shall deliver such Stock and/or cash to the
executor or administrator of the estate of the participant, or if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such Stock and/or cash to the spouse
or to any one or more dependents of the participant as the Company may
designate. No beneficiary shall, prior the death of the participant by whom he
has been designated, acquire any interest in the Stock or cash credited to the
participant under the Plan.

     12.2  Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive Stock under the Plan may be assigned, transferred, pledged, or
otherwise disposed of in any way by the participant other than by will or the
laws of descent and distribution. Any such attempted assignment, transfer,
pledge, or other disposition shall be without effect, except that the Company
may treat such act as an election to withdraw funds in accordance with Article
VIII.

     12.3  Use of Funds. All payroll deductions received or held by the Company
under this Plan may be used by the Company for any corporate purpose and the
Company shall not be obligated to segregate such payroll deductions.

     12.4  Adjustment Upon Changes in Capitalization.

           (a) If, while any options are outstanding, the outstanding shares of
Common Stock of the Company have increased, decreased, changed into, or been
exchanged to a different number or kind of shares or securities of the Company,
through reorganization, merger, recapitalization, reclassification, stock split
(whether or not effected in the form of a Stock dividend), reverse Stock split
or similar transaction, appropriate and proportionate adjustments may be made by
the Committee in the number and/or kind of shares which are subject to purchase
under outstanding options and on the option exercise price or prices applicable
to such outstanding options. In addition, in any such event, the number and/or
kind of shares which may be offered in the Offerings described in Article IV
hereof shall also be proportionately adjusted.

           (b) Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger, or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a sale of substantially all of the property or Stock of the Company to
another corporation, the holder of each option then outstanding under the Plan
will thereafter be entitled to receive at the next Offering Termination Date
upon the exercise of such option for each share as to which such option shall be
exercised, as nearly as reasonably may be determined, the cash, securities,
and/or property which a holder of one share of the 


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Stock was entitled to receive upon and at the time of such transaction. The
Board of Directors shall take such steps in connection with such transactions as
the Board shall deem necessary to assure that the provisions of this Section
12.4 shall thereafter be applicable, as nearly as reasonably may be determined
in relation to the said cash, securities, and/or property as to which such
holder of such option might thereafter be entitled to receive.

     12.5  Amendment and Termination. The Board of Directors shall have complete
power and authority to terminate or amend the Plan; provided, however, that the
Board of Directors shall not, without the approval of the stockholders of the
Corporation (a) increase the maximum number of shares which may be issued under
any Offering (except pursuant to Section 12.4 hereof) or (b) amend the
requirements as to the class of Employees eligible to purchase Stock under the
Plan or permit the members of the Committee to purchase Stock under the Plan. No
termination, modification, or amendment of the Plan may, without the consent of
an Employee then having an option under the Plan to purchase Stock, adversely
affect the rights of such Employee under such option.

     12.6  Effective Date and Termination Date. The Plan shall become effective
as of January 1, 1998, subject to the prior approval by the holders of the
majority of the Stock present and represented at the next following annual
meeting of the Company's shareholders. If the Plan is not so approved by that
date, the Plan shall not become effective. The Plan shall terminate upon the
earlier of (a) the tenth anniversary of the effective date of the Plan or (b)
the date on which all shares available for issuance under the Plan shall be sold
pursuant to purchase options exercised under the Plan.

     12.7  No Employment Rights. The Plan does not, directly or indirectly,
create any right for the benefit of any Employee or class of Employee to
purchase any shares under the Plan, or create in any Employee or class of
Employee any right with respect to continuation of employment by the Company,
and it shall not be deemed to interfere in any way with the Company's right to
terminate, or otherwise modify, an Employee's employment at any time.

     12.8  Effect of Plan. The provisions of the Plan shall, in accordance with
its terms, be binding upon, and inure to the benefit of, all successors of each
Employee participating in the Plan, including, without limitation, such
Employee's estate and the executors, administrators, or trustees thereof, heirs
and legatees, and any receiver, trustee in bankruptcy or representative of
creditors of such Employee.

     12.9  Governing Law. The law of the State of Arizona will govern all
matters relating to this Plan except to the extent it is superseded by the laws
of the United States.

                                  CERPROBE CORPORATION, a Delaware corporation

                                  By:   /s/C. Zane Close
                                     -------------------------------------------

                                  Its: President and Chief Executive Officer
                                      ------------------------------------------



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