FIRST ADDENDUM TO LEASE
                             -----------------------

         This First  Addendum  to Lease  ("Addendum")  is attached to and made a
part of  that  certain  Lease,  dated  August  21,  1996,  by and  between  CRPB
INVESTORS, L.L.C., an Arizona limited liability company, as Lessor, and CERPROBE
CORPORATION,  a Delaware  corporation,  as Lessee,  including the Work Agreement
attached as Exhibit "B".  Should the  provisions  of the Lease and this Addendum
conflict,  then the  terms  and  conditions  contained  in this  Addendum  shall
control.  Any reference to "Lease" shall  include this  Addendum,  including all
exhibits, unless a different intent is clearly indicated.

         49.      Definitions.  All capitalized  terms not otherwise  defined in
this First  Addendum  shall have the meanings  given to them in the Lease or the
Work Agreement attached hereto.

         50.      Term;  Completion.  The Original Term of this Lease is fifteen
(15) years from the Commencement  Date. The Commencement  Date shall be the date
on which Substantial Completion occurs. If the Commencement Date occurs on a day
other than the first day of a calendar  month,  the Original  Term of this Lease
shall be fifteen  (15) years plus the number of days  remaining  in the month in
which the Commencement Date occurs. In the event that Substantial  Completion of
the Work does not occur before the  Scheduled  Completion  Date set forth in the
Work  Agreement,  then Lessee  shall be credited  with two (2) days of free Base
Rent for each day of delay until  Substantial  Completion of the Work occurs. In
the event that  Substantial  Completion  does not occur  within  sixty (60) days
following the Scheduled  Completion Date set forth in the Work  Agreement,  then
Lessee, upon written notice to Lessor,  shall be entitled to terminate the Lease
in which  case  Lessee  shall be  released  from all  liability  and  obligation
thereunder.  Upon  any such  termination  by  Lessee,  Lessor  shall  pay to and
reimburse  Lessee on demand for all  reasonable  costs and expenses  incurred in
connection  with the  Project  and this Lease  including,  but not  limited  to,
architect's fees,  consultant fees, legal fees, and any additional rental, costs
or  expenses  incurred  for the  lease  or  occupancy  of  substitute  premises,
including  any  increased  rent or  penalties  for the  premises now occupied by
Lessee,  to the extent that such rental  costs for  comparable  space exceed the
Base Rent that Lessee  otherwise  would have been  obligated to pay to Lessee if
the Lease had not been  terminated,  plus such other damages and costs as Lessee
may incur as a result of Lessor's default.

         51.      Base  Rent.  The Base  Rent  for the  Original  Term  shall be
calculated  according to the  schedule  set forth below.  The Base Rent shall be
payable in equal monthly installments,  each due on the first day of each month.
In the event the Commencement Date occurs on a day other than the first day of a
month, then the Base Rent for the partial month shall be calculated by prorating
the  monthly  Base Rent  according  to the number of days in the  partial  month
occurring after the Commencement Date.
<PAGE>
                  (a)      Commencing on the  Commencement  Date and ending upon
expiration of the fifth Lease Year of the Original  Term,  the monthly Base Rent
shall be calculated by multiplying  the Project Costs (as defined  herein) times
11.5% and dividing the result by twelve (12) ("Initial  Base Rent").  Lessor and
Lessee  acknowledge and agree that the estimated Project Costs is $7,600,000.00.
Lessor and Lessee also agree that in no event  shall:  (i) the  monthly  Initial
Base Rent be less than  $71,875.00  per month or (ii) the total Project Costs be
greater than $7,600,000.00 without Lessee's prior written consent; or (iii) line
item expenditures  exceed the line item amounts set forth in the budget approved
by Lessee as provided in subparagraph (e) below,  without Lessee's prior written
consent.

                  (b)      For  Lease  Years  six (6)  through  ten  (10) of the
Original  Term,  the monthly Base Rent shall be  calculated by  multiplying  the
monthly Initial Base Rent for Lease Years one (1) through five (5) times 115%.

                  (c)      For Lease Years eleven (11)  through  fifteen (15) of
the Original Term, the monthly Base Rent shall be calculated by multiplying  the
monthly Base Rent for Lease Years six (6) through ten (10) times 115%.

                  (d)      With each monthly payment of Base Rent,  Lessee shall
also pay to Lessor any sales or  transactional  privilege  taxes  imposed by the
City of Gilbert, County of Maricopa, or State of Arizona.

                  (e)      No later than twenty (20) days following the delivery
to Lessor of the  Building  Permit  issued by the City of Gilbert,  Lessor shall
prepare and deliver to Lessee for Lessee's  approval an itemized  budget for the
Project, reflecting the costs of all labor, materials, supplies, equipment, fees
and services  necessary for the Work.  Upon Lessee's  approval  thereof,  Lessor
agrees  that the cost of any line item  shall not be  exceeded  by more than ten
percent  (10%) of such line  item or  $25,000,  whichever  is  greater,  without
Lessee's  approval,  so long as the total costs do not exceed the total  Project
Costs set forth in the  budget  approved  by  Lessee.  Lessor  agrees  that upon
forty-eight (48) hours notice,  Lessee,  its employees or accountants shall have
the right to audit all Project Costs at reasonable  intervals,  and Lessor shall
deliver or make  available  to Lessee all  invoices  and  statements  of account
supporting  the amounts so expended and claimed by Lessor as part of the Project
Costs.  In the event of any dispute  between  Lessor and Lessee as to any of the
costs,  the good  faith and  reasonable  determination  by the  architect  as to
whether  such  costs are  appropriate  and are to be  included  as a part of the
Project Costs shall be conclusive and binding on the parties.

         52.      Option to Renew  Lease.  Lessor  hereby  grants to Lessee  the
option to extend the term of this Lease (the  "Option") for seven (7) additional
periods of five (5) Lease Years each,  subject to the following  conditions.  If
the Option is exercised, each successive term shall commence when the prior term
expires.
                                        2
<PAGE>
                  (a)      To exercise its Option to extend the Original Term or
any extended  term,  Lessee shall deliver to Lessor  written  notice of Lessee's
election to extend no less than one hundred  eighty (180) days nor more than two
hundred  seventy  (270) days prior to the  expiration  of the then current lease
term.  If said  notification  of the exercise of the Option is not so delivered,
the Option  shall  continue  and shall  expire  seven (7) days after  Lessor has
delivered  written notice to Lessee that the Option will expire within seven (7)
days following Lessee's receipt thereof. Each Option may (if more than one) only
be exercised consecutively.

                  (b)      The   provisions  of  Paragraph  39,   including  the
provision  relating to the default of Lessee set forth in Paragraph 39.4 of this
Lease, are conditions of this Option.

                  (c)      All of the other terms and  conditions  of this Lease
except  where  specifically  modified  by this Option  shall  apply  during each
extended term.

                  (d)      The annual Base Rent for each five-year  period (each
"Option Period") of the Option(s) shall be determined as follows:

                           (i)      For the  first  three (3)  five-year  Option
Periods (Lease Years 16- 30), the monthly Base Rent for each Option Period shall
be equal to the greater of (A) the monthly Base Rent for the  previous  five (5)
Lease Year period multiplied by 115%, or (B) the Market Rental Value (determined
as set forth in paragraphs  52(d)(ii) and (iii) below) for  comparable  space in
comparable real estate located within the same market area.

                           (ii)     Four (4) months prior to the  expiration  of
the Original  Term,  or four (4) months prior to the  expiration  of the current
Option Period,  as the case may be, Lessor and Lessee shall meet to establish an
agreed upon new monthly  Base Rent for the Option  Period or Periods as to which
Lessee has elected to extend.  If agreement  cannot be reached within sixty (60)
days after the first meeting,  Lessor shall obtain, at its expense,  and deliver
to Lessee, an appraisal as to the Market Value Rental of the Premises.

                           (iii)    If, within  thirty (30) days after  Lessee's
receipt of the  appraisal,  Lessor and Lessee  cannot  mutually  agree as to the
Market  Value  Rental of the  Premises,  then Lessee shall have the right within
thirty (30) days to obtain, at its expense,  and deliver to Lessor, an appraisal
reflecting  the Market Value Rental of the Premises.  If the two  appraisers are
unable to agree on the  Market  Value  Rental  within  fifteen  (15) days  after
delivery of Lessee's  appraisal to Lessor,  such two  appraisers  shall,  within
fifteen (15) days thereafter, join to appoint a third appraiser and if they fail
so to appoint such third appraiser within such period, the third appraiser shall
be  appointed  by the  Presiding  Judge of the  Federal  District  Court for the
District of  Arizona,  or if said  Presiding  Judge  should  refuse to make such
appointment,  by the Presiding Judge of the Maricopa County Superior Court. Such
third  appraiser  shall  individually  determine  such fair market  value of the
Premises  within  forty-five (45) days  thereafter.  The Market Value Rental and
purchase
                                        3
<PAGE>
price of the  Premises  shall then become the average of the Market Value Rental
determinations  of the two (2)  appraisals  closest  in  value.  All  appraisers
appointed hereunder shall be competent, qualified by training and experienced in
Maricopa  County,  Arizona,  to appraise real estate of the type to be appraised
hereunder,  disinterested  and independent and shall be members in good standing
of  the  American   Institute  of  Real  Estate  Appraisers  (or  any  successor
association,  or a body of comparable  standing if such Institute is not then in
existence) and all appraisal  reports shall be rendered in writing and signed by
the appraiser or appraisers making the report.  Lessor and Lessee shall bear the
costs of their  respective  appraisers  and  shall  share  the cost of the third
appraiser, if any.

                           (iv)     For the  fourth,  fifth,  sixth and  seventh
five-year  Option  Periods (i.e.,  Lease Years 31-70),  the annual Base Rent for
each Option  Period  shall be equal to the lesser of: (A) the monthly  Base Rent
for the immediately prior Option Period multiplied by 115%, or the Market Rental
Value for  comparable  space in comparable  real estate  located within the same
market area.  The procedure  used to establish  Market Rental Value set forth in
paragraphs  52(d)(ii)  and (iii) above shall be  utilized  to  establish  Market
Rental Value for the fourth, fifth, sixty and seventh Option Periods.

         53.      Security Deposit.

                  (a)      On or before  the  Commencement  Date,  Lessee  shall
remit to Lessor a security deposit in the amount of one month's Base Rent, which
will be held by Lessor as security for the payment and  performance by Lessee of
the amounts and obligations to be paid and performed by Lessee under this Lease.
If Lessee  shall  faithfully  pay and  perform  the  obligations  to be paid and
performed  by it, then Lessor  shall  disburse  to Lessee the  security  deposit
together with all accrued interest thereon within thirty (30) days following the
expiration of the third Lease Year.

                  (b)      The  Security  Deposit  shall be held by Lessor in an
interest  bearing money market account subject to immediate  withdrawal  without
penalty,  or, at Lessee's  option a certificate of deposit with a maturity of no
more than one (1) year,  with the accrued  interest to be added to the  Security
Deposit.  If these funds are not  available  because of a bankruptcy  or similar
proceeding  involving Lessor,  Lessee shall have the right to offset the loss of
the funds against the amounts next due from Lessee under the Lease.

         54.      Assignment  of Lessor's  Interest.  Lessor  shall not have the
right to assign its interest  under this Lease prior to  Substantial  Completion
without Lessee's prior written consent. Following Substantial Completion, Lessor
shall  have the right to assign  its  interest  under this  Lease,  without  the
consent of the  Lessee,  during the  Original  Term of this Lease and any Option
Period, provided that the assignee executes and delivers to Lessee an instrument
pursuant  to which the  assignee  has  agreed to assume and  perform  all of the
obligations  of Lessor that are to be performed by Lessor  following the date of
such  assignment.  Any  assignment by Lessor shall release and discharge  Lessor
from any
                                        4
<PAGE>
obligations  that are to be performed by Lessor  subsequent to such  assignment,
but shall in no event release or discharge  Lessor from any obligations that are
to be or were to have been performed by Lessor prior to such assignment.

         55.      Liability of Lessor.  The liability of Lessor under this Lease
shall be limited to Lessor's  interest in the Premises and the Security Deposit.
In no event shall there be any recourse against any partner,  member or agent of
Lessor or Lessee,  or any member,  person or entity comprising Lessor or Lessee,
or against any  property or assets of any such partner or member or agent for or
on account of any obligation or liability  arising under this Lease or otherwise
in connection with the Premises.

         56.      Construction.   In   consideration   of  the   covenants   and
obligations to be performed by Lessor under this Lease, Lessor, at Lessor's sole
expense, shall provide all labor, materials, supplies and equipment necessary to
construct the building and other improvements, all as described in Paragraph 1.2
and Exhibit "A", Exhibit "B" and Exhibit "C" to this Lease.

         57.      Expansion of Premises/Option To Purchase.

                  57.1     Grant of Option.  Lessor and Lessee  acknowledge that
Lessee may require,  from time to time,  additional  space to be constructed and
added to the  Premises  during  the  Original  Term of this  Lease or any Option
Period so as to  accommodate  the business and  operations of Lessee.  Each time
that Lessee  determines that it will require such additional  space and there is
no existing Breach under this Lease; Lessee shall give written notice thereof to
Lessor, and Lessor and Lessee shall thereafter  negotiate in good faith to agree
upon  terms  for  the  construction  of such  additional  space,  including,  if
necessary,   additional  buildings  and  improvements  to  accommodate  Lessee's
requirements,  and associated  revisions to this Lease,  including the amount of
the Base Rent.  If Lessee  gives  notice,  within the last ten (10) years of the
term of the Lease,  that Lessee will require  additional  space,  and Lessor and
Lessee  thereafter  agree upon  terms for the  construction  of such  additional
space, the term of the Lease shall be extended so that the remaining term of the
Lease shall be no less than ten (10) years from the date of Lessee's notice.  If
Lessor and Lessee  are unable to agree upon terms  within  sixty (60) days after
delivery  of Lessee's  written  notice to Lessor of  Lessee's  requirements  for
additional space Lessor hereby grants to Lessee an option (the "Option"),  for a
period of twelve (12) months  commencing  upon the  expiration of the sixty (60)
day  period,  to  purchase  the  Premises  upon and  subject  to the  terms  and
conditions  described  below.  If Lessee does not elect to  exercise  the Option
within such twelve (12) month period,  or exercises the Option,  but cancels and
terminates the purchase  transaction  prior to the closing pursuant to Paragraph
57.13,  Lessee  shall not have the right to  exercise  any Option to purchase in
connection  with a requested  expansion for a period of twelve (12) months after
the  expiration  of  the  prior  Option  or  the  termination  of  the  purchase
transaction.
                                        5
<PAGE>
                  57.2     Notice of  Exercise.  The Option may be  exercised by
Lessee  delivering  written  notice of such  exercise  to Lessor at the  address
specified below.

                  57.3     Price.

                           (a)      Determination  of Purchase Price.  After the
                                    exercise  of the  Option,  Lessor and Lessee
                                    shall  negotiate in good faith to agree upon
                                    the  price at  which  the  Premises  will be
                                    purchased by Lessee.  Such purchase price to
                                    be paid for the  Premises  shall be the then
                                    fair market value of the  Premises,  subject
                                    to the terms and  conditions  of this Lease;
                                    provided,  however,  that the purchase price
                                    shall  not be less  than the  amount  of the
                                    unpaid balance of principal,  interest,  and
                                    other charges on the  Construction  Loan and
                                    the Permanent Loan.

                           (b)      Negotiation  of  Purchase  Price  and use of
                                    Appraisals.  Not later than  forty-five (45)
                                    days  after  Lessee  exercises  the  Option,
                                    Lessor shall  obtain,  at its  expense,  and
                                    deliver to Lessee,  an  appraisal  as to the
                                    fair  market  value  of  the  Premises.  If,
                                    within   sixty  (60)  days  after   Lessee's
                                    receipt of the appraisal,  Lessor and Lessee
                                    cannot  mutually agree as to the fair market
                                    value of the  Premises,  then  Lessee  shall
                                    have the right within  forty- five (45) days
                                    after the  expiration  of the sixty (60) day
                                    negotiation   period  to   obtain,   at  its
                                    expense, and deliver to Lessor, an appraisal
                                    reflecting  the  fair  market  value  of the
                                    Premises.  If the two  appraisers are unable
                                    to  agree on the fair  market  value  within
                                    fifteen (15) days after delivery of Lessee's
                                    appraisal  to  Lessor,  such two  appraisers
                                    shall,  within fifteen (15) days thereafter,
                                    join to  appoint  a third  appraiser  and if
                                    they fail so to appoint such third appraiser
                                    within  such  period,  the  third  appraiser
                                    shall be appointed by the Presiding Judge of
                                    the Federal  District Court for the District
                                    of  Arizona,  or  if  said  Presiding  Judge
                                    should refuse to make such  appointment,  by
                                    the Presiding  Judge of the Maricopa  County
                                    Superior  Court.  Such third appraiser shall
                                    individually   determine  such  fair  market
                                    value of the Premises within forty-five (45)
                                    days  thereafter.  The fair market value and
                                    purchase  price of the  Premises  shall then
                                    become the average of the fair market  value
                                    determinations  of the  two  (2)  appraisals
                                    closest in value.  All appraisers  appointed
                                    hereunder  shall be competent,  qualified by
                                    training and experienced in Maricopa County,
                                    Arizona, to appraise real estate of the type
                                    to be appraised hereunder, disinterested and
                                    independent and shall be members
                                        6
<PAGE>
                                    in good  standing of the American  Institute
                                    of Real Estate  Appraisers (or any successor
                                    association,   or  a  body   of   comparable
                                    standing  if such  Institute  is not then in
                                    existence)  and all appraisal  reports shall
                                    be  rendered  in  writing  and signed by the
                                    appraiser or  appraisers  making the report.
                                    Lessor  and  Lessee  shall bear the costs of
                                    their respective  appraisers and shall share
                                    the cost of the third appraiser, if any.

                           (c)      Payment of the Purchase Price.  The purchase
                                    price to be paid for the  Premises  shall be
                                    paid at close of escrow.  The purchase price
                                    to be paid for the Premises may, at Lessee's
                                    option, be paid through Lessee's  assumption
                                    at  the   close  of   escrow   of   existing
                                    indebtedness   on  the   Premises   and  the
                                    remainder thereof in cash. However, Lessee's
                                    ability to assume the existing  indebtedness
                                    on the Premises  shall be  conditioned  upon
                                    the discharge of the liability of Lessor and
                                    any guarantors for such indebtedness.

                  57.4     Title  Report.  Not later than thirty (30) days after
Lessee  exercises the Option,  Lessor shall cause to be delivered to Lessee by a
title company selected by the parties:  (i) an "extended  coverage" title report
with  respect to the  Premises  showing that title to the Premises is subject to
only those  matters set forth in  Paragraph  57.9;  (ii)  legible  copies of all
documents, whether recorded or unrecorded,  referred to as special exceptions in
such title report or any supplemental title report issued by the title insurance
company;  and (iii) an ALTA survey of the Premises  from a surveyor  selected by
the parties in form  reasonably  acceptable to Lessor and Lessee.  Lessor agrees
that  during  the term of this  Lease  Lessor  will not do  anything  that could
reasonably  be  expected  to prevent  the  parties  from  obtaining  an extended
coverage title policy with respect to the Premises.

                  57.5     Conveyance  Document.  The conveyance of the Premises
to Lessee or its designee  shall be by a good and  sufficient  special  warranty
deed in form  acceptable to Lessee  conveying to Lessee or its designee good and
marketable title to the Premises, subject only to the exceptions permitted under
Paragraph 57.9.

                  57.6     Title Insurance. As of the closing date, Lessor shall
cause to be delivered to Lessee, a standard coverage title insurance policy and,
if available,  an extended  coverage title policy issued by the title  insurance
company in the amount of the purchase  price  insuring  that Lessee has acquired
good and  marketable  title to the Premises  subject  only to those  matters set
forth in Paragraph 57.9 hereof. Lessee shall reimburse Lessor for the difference
between the premiums for an extended  coverage  title  insurance  policy and the
premiums for a standard coverage title insurance policy.
                                        7
<PAGE>
                  57.7     Closing  Date.  The  purchase  transaction  shall  be
closed  within  one  hundred  twenty  (120)  days  after the  purchase  price is
determined pursuant to Paragraph 57.3.

                  57.8     Condition of Title.

                           (a)      Exceptions to Title.  The Premises  shall be
                                    conveyed  by Lessor to Lessee  subject  only
                                    to:

                                    (i)      current  real estate  taxes for the
                                             year   during   which  the  closing
                                             occurs;

                                    (ii)     current assessments;

                                    (iii)    current       property      owner's
                                             association dues;

                                    (iv)     matters to which the  Premises  are
                                             subject on the Commencement Date of
                                             this Lease;

                                    (v)      matters  affecting  title caused or
                                             created by Lessee or that have been
                                             approved in writing by Lessee;

                                    (vi)     utility    easements    and   other
                                             easements    incidental    to   the
                                             development and use of the Premises
                                             that do not impair  the  value,  or
                                             interfere  with  Lessee's  use  and
                                             occupancy, of the Premises; and

                                    (vii)    the effect of all other  applicable
                                             documents   executed  hereafter  by
                                             both Lessor and  Lessee,  or by one
                                             of them with the written consent of
                                             the  other,   or  which  Lessor  is
                                             permitted  to  execute   alone  and
                                             without  Lessee   pursuant  to  the
                                             provisions of this Lease, including
                                             any  mortgage or deed of trust that
                                             is assumed by Lessee in  connection
                                             with the purchase of the Premises.

                           (b)      Removal  of  Title   Exceptions.   Prior  to
                                    closing,  Lessor  shall  satisfy,  remove or
                                    cause to be  removed,  prior to the close of
                                    escrow  for  the  purchase  and  sale of the
                                    Premises, all matters affecting title to the
                                    Premises other than those matters  permitted
                                    in  this   Paragraph   57.9.   Lessor  shall
                                    indemnify,  defend, and hold Lessee harmless
                                    for,  from  and  against  and  any  and  all
                                    losses,   debts,   liabilities   or  claims,
                                    absolute or contingent,
                                        8
<PAGE>
                                    and all actions, suits proceedings, demands,
                                    judgments,   costs  and  expenses   incident
                                    thereto,  incurred  in  connection  with  or
                                    resulting  from any  failure  of  Lessor  to
                                    comply  fully  with the  provisions  of this
                                    Paragraph.

                  57.9     Fees and Charges.  The escrow fees and  charges,  and
all other expenses in connection  with the  transaction for which the Option may
be exercised,  will be shared  equally by Lessee and Lessor.  Real estate taxes,
assessments,  property  owner's  association  dues and those costs and  expenses
relating to the Premises which constitute Lessee's  obligations pursuant to this
Lease  shall  not  be  prorated   between  Lessor  and  Lessee,   it  being  the
understanding of the parties hereto that Lessee solely shall be obligated to pay
the same.

                  57.10    Lessee's Remedies.  By reason of, among other things,
the uniqueness of the Premises, Lessee shall be entitled to exercise and enforce
the equitable  remedies of specific  performance  and/or injunction for each and
every  obligation of Lessor under  Paragraph 57, which remedies may be exercised
and  enforced  separately  or  cumulatively  with any other  rights or  remedies
available  to Lessee  in the  event of a breach  by  Lessor  of any of  Lessor's
obligations under Paragraph 57 or any other provision of this Lease.

                  57.11    No Real Estate Commission.  No real estate commission
shall be payable by Lessee in connection with Lessee's exercise of the Option or
Lessee's purchase of the Premises.

                  57.12    Lessee's Right To Terminate Purchase. Notwithstanding
Lessee's  exercise of the Option pursuant to Paragraph  57.2,  Lessee shall have
the right to cancel and  terminate  the purchase  transaction  in Lessee's  sole
discretion  at any time  prior to the  closing  of the  sale.  Lessee  shall pay
Lessor's  reasonable  out-of-pocket  expenses  for surveys,  title  examination,
appraisals,  and  similar  services  provided by third  parties  and  reasonable
attorney's fees incurred in connection with the terminated sale.

                  57.13    Further  Documents.  Lessor and Lessee shall execute,
acknowledge  and deliver  such  instruments,  and shall do such acts,  as may be
necessary  or  appropriate  to close  the  purchase  and  sale of the  Premises,
including without limitation such instruments as may be necessary or appropriate
to cancel or amend existing  documents which no longer will be applicable to the
Premises after and by reason of Lessee's purchase.

                  57.14    Lessee's Continuing Duty to Perform Under Lease. From
and after  Lessee's  exercise of the Option  until the  closing of the  purchase
transaction or the earlier termination of the purchase transaction, Lessee shall
continue to perform all of its obligations  under this Lease. If Lessee fails to
perform its obligations under this Lease during that period, Lessor may exercise
any remedies available to it under this Lease.
                                        9
<PAGE>
         58.      Right of First Offer/Option to Purchase. If at any time during
term of this Lease,  Lessor  shall  elect to sell the  Premises,  Lessor  grants
Lessee the first offer to purchase  the  Premises  and an option to purchase the
Premises in accordance with the provisions of this paragraph:

                  (a)      Prior  to  offering  the  Premises  for sale to third
parties,  Lessor shall deliver to Lessee written notice of Lessor's  election to
do so ("Notice to Sell") and a current appraisal of the fair market value of the
Premises. The Notice to Sell shall contain the price and terms upon which Lessor
intends  to sell the  Premises.  Lessee  shall  have  thirty  (30) days from the
receipt  of the  Notice to Sell to (i)  deliver  written  notice to Lessor  that
Lessee has  elected  to  purchase  the  Premises  upon the terms and  conditions
established by Lessor in the Notice to Sell ("Notice to  Purchase"),  or (ii) to
deliver  written  notice  to Lessor  that  Lessee is  exercising  the  option to
purchase  the  Premises  granted in this  Paragraph  58 upon and  subject to the
terms,  conditions  and  procedures set forth in Paragraph 57. If Lessee has not
delivered  the Notice to Purchase to Lessor  within such thirty (30) day period,
or if Lessee has not delivered written notice of Lessee's exercise of the option
granted in this Paragraph 58 within such thirty (30) day period,  Lessee's right
to purchase the Premises shall be deemed waived by Lessee, and Lessor shall have
the right to sell the Premises to any third party upon  customary and reasonable
terms and with the price not to be less than eighty  percent  (80%) of the price
specified  in  Lessor's  Notice  to  Sell to  Lessee.  If the  Premises  are not
transferred to a third party in connection with a sale within 270 days after the
date of Lessee's receipt of the Notice to Sell, or if Lessor thereafter  decides
to offer the Premises for sale on customary and reasonable terms at a price less
than  eighty  (80%) of the price  specified  in the Notice to Sell,  then Lessor
shall first  re-offer the  Premises  for sale to Lessee upon such new terms,  in
accordance  with the  procedures  and time limits set forth in this Paragraph 58
and Lessee's  rights under this Paragraph 58,  including the option to purchase,
shall be restored.

                  (b)      In the event that Lessee  delivers to Lessor  written
notice  that  Lessee has elected to  purchase  the  Premises  upon the terms and
conditions  established by Lessor in the Notice to Sell, then Lessor shall sell,
and Lessee shall  purchase,  the Premises upon and subject to such terms. In the
event that Lessee  delivers to Lessor  written notice that Lessee has elected to
exercise the option to purchase the Premises, then Lessor shall sell, and Lessee
shall  purchase,  the Premises  upon and subject to the terms,  conditions,  and
procedures set forth in Paragraph 57.  However,  Lessee shall have the option to
rescind its election to purchase the Premises by  delivering  written  notice of
such  rescission to Lessor at any time prior to the closing of the sale. In such
case, Lessee shall pay Lessor's reasonable,  out-of-pocket  expenses incurred in
connection  with the  purchase,  including  attorney's  fees,  but not for other
expenses for services such as surveys,  appraisals and similar services that can
reasonably  be expected to be used in connection  with a subsequent  sale of the
Premises to a third party.
                                       10
<PAGE>
         59.      Liens.  Lessor  shall not record or suffer to be recorded  any
deed of  trust  or  other  security  instrument,  other  than  the deed of trust
securing the Construction Loan or the Permanent Loan, which creates,  may create
or  appear  to  create  a lien or  encumbrance  upon the  Premises,  or any part
thereof,  without  Lessee's  prior written  consent,  which consent shall not be
unreasonably withheld, conditioned or delayed.

         60.      Exhibits and Addenda. Exhibits as referenced in Paragraph 1.12
are incorporated by reference in this Lease and listed below:

                  Exhibit "A"  - Description     of       Working       Drawings
                                 prepared   by  Deutsch  &  Associates,  as  the
                                 architect   of   the   Lessee,  describing  the
                                 construction of  the Premises,  which   Working
                                 Drawings  shall be  initialed   by  Lessor  and
                                 Lessee;
                  Exhibit "B" -  Work Agreement;
                  Exhibit "C" -  Contractor's building and premises construction
                                 specifications;
                  Exhibit "D" -  Hazardous Substances Addendum.

                  Exhibit "E" -  Itemization of Project Costs

         61.      Definitions.  The following  capitalized  terms as used in the
Lease shall have the definitions set forth below:

                  (a)      "Commencement  Date".  The date on which  Substantial
Completion of the Work occurs.

                  (b)      "Construction  Loan".  That loan by Guaranty  Federal
Bank,  F.S.B.  to Lessor the  proceeds  of which  shall be used to  finance  the
initial construction of an office/manufacturing  building and other improvements
on the land  generally  located at the southwest  corner of West San Angelo Road
and North Fiesta Boulevard, Gilbert, Arizona as described in the Plans.

                  (c)      "Lease Year". The year commencing on the Commencement
Date and ending on the day  immediately  preceding the next  anniversary  of the
Commencement  Date,  except that if the Commencement  Date does not occur on the
first day of a calendar month,  then the year commencing on the first day of the
calendar month next succeeding the Commencement  Date and ending on the last day
of the twelfth calendar month thereafter.

                  (d)      "Permanent  Loan". The long term financing secured by
a deed of trust on the Premises that replaces the Construction Loan.
                                       11
<PAGE>
                  (e)      "Plans". The plans and specifications  referred to in
Exhibits  "A" and "C",  as  hereafter  modified  from time to time,  and,  where
applicable, as approved by the City of Gilbert, Arizona.

                  (f)      "Project". The land, buildings,  structures,  parking
areas, pedestrianways,  and other improvements,  together with all machinery and
equipment,  all as  provided  in Exhibits  "A",  "B" and "C" to this  Lease,  as
modified or omitted from to time.

                  (g)      "Project  Costs".  The  total  cost of  land  and all
labor,  materials,  equipment,  supplies and other items and  services  that are
incurred  by  Lessor  and are  necessary  to the  construction  of the  Project,
including,  but not limited  to,  financing  costs,  consulting  fees,  fees for
building permits and other  governmental  approvals,  architectural  fees, legal
fees of  Lessor  incurred  in  connection  with  this  Lease  and the  Operating
Agreement  of Lessor and other  documentation  necessary  to the  formation  and
capitalization  of Lessor,  all as provided  on Exhibit  "E" to this  Lease,  as
modified or amended from time to time.

                  (h)      "Substantial     Completion"    and    "Substantially
Complete".  The  issuance by the City of Gilbert,  Arizona of a  certificate  of
occupancy that allows Lessee to take  possession of and use the Premises and the
completion  of the Work such that the  Premises are suitable and can be occupied
and used by Lessee for the purposes intended, and the completion all of the Work
as  provided by the Plans with the  exception  of  punch-list  items that do not
impair Lessee's use or occupancy of the Premises.

         62.      Replacement  Provisions.  Paragraphs 9 and 14 of the Lease are
deleted  in  their   entirety  and  replaced  with  the  following   provisions,
respectively:

         "9.      Damage or Destruction.

                  9.1      Definitions.

                           (a)      "Premises  Partial Damage" shall mean damage
or destruction  to the  improvements  on the Premises,  the repair cost of which
damage  or  destruction  is less  than 50% of the then  Replacement  Cost of the
Premises  immediately  prior to such damage or destruction,  excluding from such
calculation the value of the land.

                           (b)      "Premises  Total   Destruction"  shall  mean
damage or  destruction  to the  Premises,  the  repair  cost of which  damage or
destruction  is 50% or  more  of  the  then  Replacement  Cost  of the  Premises
immediately prior to such damage or destruction, excluding from such calculation
the value of the land.

                           (c)      "Insured   Loss"   shall   mean   damage  or
destruction  to  improvements  in the  Premises,  which  was  caused by an event
required to be covered by the
                                       12
<PAGE>
insurance described in Paragraph 8.3(a),  irrespective of any deductible amounts
or coverage limits involved.

                           (d)      "Replacement  Cost"  shall  mean the cost to
repair or rebuild the building(s),  structure(s) and other improvements owned by
Lessor at the time of the  occurrence to their  condition  existing  immediately
prior thereto,  including  demolition,  debris removal and upgrading required by
the operation of applicable  building  codes,  ordinances,  or laws, and without
deduction for depreciation.

                           (e)      "Hazardous  Substance  Condition" shall mean
the  occurrence  or  discovery  of a condition  involving  the presence of, or a
contamination by, a Hazardous  Substance as defined in Paragraph 6.2(a), in, on,
or under the Premises.

                  9.2      Partial  Damage--Insured  Loss. If a Premises Partial
Damage that is an Insured Loss occurs, Lessor shall, at Lessor's expense, repair
such damage as soon as reasonably possible and this Lease shall continue in full
force and effect;  provided,  however,  that Lessee shall, at Lessor's election,
repair any damage or destruction the total cost to repair of which is $10,000 or
less.  The insurance  proceeds  shall be made  available to the party making the
repairs.  If the required  insurance was not in force or the insurance  proceeds
are not sufficient to effect such repairs,  Lessee shall promptly contribute the
shortage in proceeds necessary to complete such repairs; provided, however, that
Lessee shall not be required to contribute  the shortage in proceeds  where such
shortage  was due to the fact  that,  by  reason  of the  unique  nature  of the
improvements,  full  replacement  cost insurance  coverage was not  commercially
reasonable  or  available.  If Lessee does not provide the  shortage in proceeds
attributable to the unique aspects of the  improvements  within thirty (30) days
following  receipt of written notice and request  therefor,  Lessor shall not be
required to fully  restore  the unique  aspects of the  Premises  and Lessor may
terminate  this Lease as to such unique  aspects of the Premises sixty (60) days
following the occurrence of the damage or destruction.  Unless otherwise agreed,
Lessee  shall  not be  entitled  to  reimbursement  from  Lessor  for any  funds
contributed  by Lessee to repair any  damage or  destruction.  Premises  Partial
Damage due to flood or earthquake  shall be subject to Paragraph 9.3 rather than
Paragraph 9.2, but the net proceeds of any insurance  shall be made available to
the party making the repairs.

                  9.3      Partial Damage--Uninsured Loss. If a Premises Partial
Damage  that is not an  insured  loss  occurs,  Lessor may at  Lessor's  option,
either:  (i) repair  such  damage as soon as  reasonably  possible  at  Lessor's
expense,  in which event this Lease shall continue in full force and effect;  or
(ii) give  written  notice to Lessee  within  thirty (30) days after  receipt by
Lessor of  knowledge  of the  occurrence  of such damage of  Lessor's  desire to
terminate this Lease as of the date sixty (60) days following the giving of such
notice. In the event Lessor elects to give such notice of Lessor's  intention to
terminate this Lease, Lessee shall have the right within ten (10) days after the
receipt of such notice to give written  notice to Lessor of Lessee's  commitment
to pay for the repair of such damage
                                       13
<PAGE>
totally at Lessee's expense and without  reimbursement from Lessor. Lessee shall
provide Lessor with the required funds or satisfactory  assurance thereof within
thirty (30) days following  Lessee's said commitment.  In such event, this Lease
shall  continue in full force and effect,  and Lessor shall proceed to make such
repairs as soon as reasonably  possible,  to the extent the funds are available.
If Lessee does not give such notice,  and provide the funds or assurance thereof
within the times  specified  above,  this Lease shall  terminate  as of the date
specified in Lessor's notice of termination.

                  9.4      Total  Destruction.  If a Premises Total  Destruction
(including any destruction  required by any authorized  public authority) occurs
prior to the last five (5) years of the term of this Lease,  Lessor shall repair
such damage as soon as reasonably possible and this Lease shall continue in full
force and effect.  Notwithstanding the foregoing,  if the required insurance was
not in force  or the  insurance  proceeds  are not  sufficient  to  effect  such
repairs,  Lessee shall promptly contribute the shortage in proceeds necessary to
complete said repairs;  provided,  however, that Lessee shall not be required to
contribute  the  shortage in proceeds  where such  shortage  was due to the fact
that, by reason of the unique nature of the improvements,  full replacement cost
insurance coverage was not commercially  reasonable or available. If Lessee does
not provide the shortage in proceeds  attributable  to the unique aspects of the
improvements  within thirty (30) days  following  receipt of written  notice and
request  therefor,  Lessor  shall not be  required  to fully  restore the unique
aspects of the  Premises and Lessor may  terminate  this Lease as to such unique
aspects  of the  Premises  sixty  (60)  days  following  the  occurrence  of the
destruction.  Notwithstanding  any other  provision of this Lease, if a Premises
Total Destruction  occurs (including any destruction  required by any authorized
public  authority)  during  the last five (5)  years of the term of this  Lease,
Lessor  may,  at  Lessor's  option,  either:  (i) repair  such damage as soon as
reasonably  possible  and this  Lease  shall  continue  in full force and effect
(subject to Lessee's right to terminate this Lease pursuant to paragraph 9.4A of
this Lease) or (ii) give  written  notice to Lessee  within ten (10) days of the
Premises Total  Destruction of Lessor's desire to terminate this Lease effective
as of the date of such damage or destruction.

                  9.4A     Lessee's  Absolute Right to Terminate.  If a Premises
Partial  Damage  or  Premises  Total  Destruction  occurs,  and  the  damage  or
destruction  cannot be fully  repaired or replaced  within two hundred ten (210)
days of the Premises Partial Damage or Premises Total  Destruction,  Lessee may,
at Lessee's option, by written notice to Lessor,  terminate this Lease effective
as of the date  specified by Lessee in the notice to Lessor (but no earlier than
the date of the Premises Partial Damage or Premises Total  Destruction).  Lessee
shall  exercise its option to terminate  this Lease  pursuant to this  Paragraph
within  one  hundred  eighty  (180) days after the  Premises  Partial  Damage or
Premises Total Destruction/

                  9.4B     Excess Insurance  Proceeds.  Lessee shall be entitled
to any insurance  proceeds that exceed the cost of repair or  restoration of the
Premises.
                                       14
<PAGE>
                  9.5      Abatement of Rent; Lessee's Remedies.

                           (a)      In  the   event  of  damage   described   in
Paragraph   9.2   (Partial   Damage-Insured   Loss),   Paragraph   9.3  (Partial
Damage-Uninsured  Loss),  or Paragraph  9.4 (Total  Destruction)  whether or not
Lessor or Lessee repairs or restores the Premises,  the Base Rent, Real Premises
Taxes,  insurance  premiums,  and  other  charges,  if any,  payable  by  Lessee
hereunder for the period during which such damage, its repair or the restoration
continues (not to exceed the period for which rental value insurance is required
under  Paragraph  8.3(b),  shall be abated in  proportion to the degree to which
Lessee's  use of the Premises is  impaired.  Except for  abatement of Base Rent,
Real  Property  Taxes,  insurance  premiums,  and  other  charges,  if  any,  as
aforesaid,  all other  obligations  of Lessee  hereunder  shall be  performed by
Lessee, and Lessee shall have no claim against Lessor for any damage suffered by
reason of any such repair or restoration.

                           (b)      If Lessor  shall be  obligated  to repair or
restore the  Premises  under the  provisions  of this  paragraph 9 and shall not
commence,  in a substantial and meaningful way, the repair or restoration of the
Premises within ninety (90) days after such obligation shall accrue, Lessee may,
at any time  prior to the  commencement  of such  repair  or  restoration,  give
written notice to Lessor and to any Lenders of which Lessee has actual notice of
Lessee's  election  to  terminate  this Lease on a date not less than sixty (60)
days following the giving of such notice.  If Lessee gives such notice to Lessor
and such Lenders and such repair or restoration  is not commenced  within thirty
(30) days after  receipt of such  notice,  this Lease shall  terminate as of the
date  specified in said notice.  If Lessor or a Lender  commences  the repair or
restoration  of the  premises  within  thirty  (30) days  after  receipt of such
notice,  this Lease shall continue in full force and effect.  "Commence" as used
in this  Paragraph  shall mean  either the  unconditional  authorization  of the
preparation  of the required  plans,  or the beginning of the actual work on the
Premises whichever first occurs."

         "14.     Condemnation.

                  14.1.    Condemnation  of  Entire  Premises.   If  the  entire
Premises are taken under the power of eminent domain or sold under the threat of
the exercise of said power,  this Lease shall terminate as of the first to occur
of: (i) the date a condemnation decree is entered, or (ii) if condemnation is by
consent  decree or sale in lieu of  condemnation,  the date  that  such  consent
decree or sale becomes effective.

                  14.2.    Condemnation  of Less than Entire  Premises.  If less
than all of the  Premises  are taken  under the power of eminent  domain or sold
under the threat of the  exercise of said power (a "Partial  Taking"),  and such
Partial  Taking  has a  material  adverse  impact on the  business  of Lessee or
results in the remainder of the Premises being unable to be  substantially  used
for the purposes  intended,  then,  Lessee,  in its discretion,  may, by written
notice to Lessor, terminate this Lease as of the date a condemnation decree is
                                       15
<PAGE>
entered,   or  if  condemnation  is  by  consent  decree  or  sale  in  lieu  of
condemnation,  the date that such  consent  decree  or sale  becomes  effective.
Lessee's  election  to  terminate  shall be made and given to Lessor  within one
hundred  eighty (180) days after the Partial Taking and shall be effective as of
the date specified by Lessee in the notice of election,  but in no event earlier
than the date of Lessee's election to terminate.

                  14.3.    Rent   Reduction  Upon  Partial   Taking.   Upon  the
occurrence  of a Partial  Taking,  the Base Rent shall be adjusted by a fair and
equitable  amount taking into account,  among other factors,  the loss of usable
rental  space  and the  impact  of the  Partial  Taking  upon the  business  and
operations  of Lessee.  The amount of the  reduced  Base Rent shall not,  in any
event,  be greater than the Base Rent then in effect  (without  giving effect to
the Partial Taking) multiplied by a fraction, the numerator of which is equal to
that portion of the Project Costs  attributable  to the remainder of the Project
after giving effect to the Partial Taking, and the denominator of which is equal
to the amount of the total Project Costs.

                  14.4.    Award.   Subject   to  the   right  of  a  lender  to
condemnation  proceeds  under  any  mortgage  or deed of trust  encumbering  the
Premises,  any award for the taking of all or any part of the Premises under the
power of eminent domain or any payment made under threat of the exercise of such
power  shall be the  property  of Lessor,  or as  severance  damages;  provided,
however, that Lessee shall be entitled to any compensation separately awarded to
Lessee for Lessee's  damages,  including the value of Lessee's  interest in this
Lease,  Lessee's relocation expenses and/or loss of Lessee's Trade Fixtures.  In
the event  that this  Lease is not  terminated  by reason of such  condemnation,
Lessor shall to the extent of its net severance damages received, over and above
the legal and other  expenses  incurred  by Lessor in the  condemnation  matter,
repair any damage to the  Premises  caused by such  condemnation,  except to the
extent that Lessee has been  reimbursed  therefor by the  condemning  authority.
Lessee shall be responsible  for the payment of any amount in excess of such net
severance damages required to complete such repair."

LESSOR:                                  LESSEE:                                


CRPB Investors, L.L.C., an Arizona       Cerprobe Corporation, a Delaware       
limited liability company                corporation                            

By:  P.B. Bell & Associates, Inc.        By: ___________________________________
                                                  Randal L. Buness              
Its:  Managing Member
                                         Its:     Chief Financial Officer, Vice 
         By: _____________________                President and Secretary       

         Its: ____________________       Date: _________________________________
                                             
Date: ____________________________
                                       16
<PAGE>
                                  EXHIBIT "A"

                         DESCRIPTION OF WORKING DRAWINGS
                        PREPARED BY DEUTSCH & ASSOCIATES
                                        1
<PAGE>
                                   EXHIBIT "B"


                                 WORK AGREEMENT

                                       B-1

<PAGE>
                                   EXHIBIT "C"


                       CONTRACTOR'S BUILDING AND PREMISES
                           CONSTRUCTION SPECIFICATIONS
                                       C-2
<PAGE>
                                   EXHIBIT "D"


                          HAZARDOUS SUBSTANCES ADDENDUM
                                       D-1
<PAGE>
                                   EXHIBIT "E"


                          ITEMIZATION OF PROJECT COSTS
                                       D-2
<PAGE>
WHEN RECORDED RETURN TO:
K. David Lindner, Esq.
O'CONNOR, CAVANAGH, ET AL
One East Camelback Road, Suite 1100
Phoenix, Arizona 85012-1656


               SHORT FORM MEMORANDUM OF LEASE AND PURCHASE OPTION
               --------------------------------------------------

                  THIS SHORT FORM MEMORANDUM OF LEASE AND PURCHASE
OPTION evidences that there is in existence a Lease as hereinafter described. It
is executed by the parties  hereto for  recording  purposes only as to the Lease
hereinafter  described,  and it is not  intended  and shall not  modify,  amend,
supersede or otherwise effect the terms and provisions of said Lease.

     1.  Name of Document:          Standard Industrial/Commercial Single-Tenant
                                    Lease-Net ("Standard Lease")

     2.  Addendum to Lease:         The terms of the Standard  Lease are amended
                                    and  supplemented  by the First  Addendum to
                                    Lease  executed  by the  Lessor  and  Lessee
                                    effective  as of the  date  of the  Standard
                                    Lease (the Form Lease and the First Addendum
                                    to Lease are collectively referred to as the
                                    "Lease")

     3.  Name of Lessor:            CRPB INVESTORS,  L.L.C.,  an Arizona limited
                                    liability company

     4.  Name of Lessee:            CERPROBE CORPORATION, a
                                    Delaware corporation

     5.  Address of Lessor:         c/o P.B. Bell & Associates, Inc.
                                    8603 East Royal Palm Road, Suite 210
                                    Scottsdale, Arizona  85258
                                    Attention:  Philip B. Bell

     6.  Address of Lessee:         Cerprobe Corporation
                                    600 South Rockford Drive
                                    Tempe, Arizona  85281
                                    Attention:  Chief Financial Officer

     7.   Date of Lease:            August 21, 1996

     8.   Term of Lease:            Fifteen   (15)  years   commencing   on  the
                                    Commencement Date (as defined in the Lease).

     9.   Option to Extend:         Lessee  has the  option to extend  the Lease
                                    Term for seven  (7)  successive  periods  of
                                    five (5) years each.

     10.  Premises:                 The land,  building  and  improvements  more
                                    particularly   described   on  Schedule  "A"
                                    attached hereto.

     11.  Right of First Offer:     If  Lessor  elects  to  sell  the  Premises,
                                    Lessee  shall have a right of first offer to
                                    purchase  the  Premises  upon and subject to
                                    the terms and  conditions  described  in the
                                    Lease.
<PAGE>
     12.  Option to Purchase:       Upon the  occurrence of certain  events more
                                    particularly  described in the Lease, Lessor
                                    grants to Lessee an option to  purchase  the
                                    Premises  upon  and  subject  to  the  terms
                                    contained in the Lease.

     13.  Demise of Lease Premises: Lessor  leases to Lessee and Lessee  accepts
                                    from Lessor the Leased Premises.

                  A copy of the Lease is on file with Lessor and Lessee at their
respective addresses set forth above.

                  IN WITNESS  WHEREOF,  parties  have  executed  this Short Form
Memorandum of Lease this ____ day of August 1996.


LESSEE:                                  LESSOR:                               
                                                                              
CERPROBE CORPORATION,                    CRPB INVESTORS, L.L.C., an Arizona    
a Delaware corporation                   limited liability company             
                                                                              
                                              By: P.B. Bell & Associates, Inc. 
                                              Its:Managing Member              
By: ______________________________                                            
                                                      By: ______________________
Name: Randal L. Buness                                Name: ____________________
                                                      Its: _____________________
Its: Chief Financial Officer, Vice      
     President and Secretary

STATE OF ARIZONA   )
                   ) ss.
COUNTY OF MARICOPA )

                  The foregoing instrument was acknowledged before me this _____
day of August  1996,  by Randal L. Buness,  the Chief  Financial  Officer,  Vice
President  and Secretary of Cerprobe  Corporation,  a Delaware  corporation,  on
behalf of the corporation.


                                           _____________________________________
                                           Notary Public

My commission expires:
______________________


STATE OF ARIZONA   )
                   ) ss.
COUNTY OF MARICOPA )

                  The foregoing instrument was acknowledged before me this _____
day of August 1996, by  ____________________ as ___________________ of P.B. Bell
& Associates,  Inc., the managing member of CRPB Investors,  L.L.C.,  an Arizona
limited liability company, on behalf of the limited liability company.


                                          ______________________________________
                                          Notary Public
My commission expires:
______________________
                                        2
<PAGE>
                                  SCHEDULE "A"
                                  ------------

                      LEGAL DESCRIPTION OF LEASED PREMISES