EQUIPMENT SCHEDULE
                             DATED September 9, 1996
                                       to
                             MASTER LEASE AGREEMENT
                             DATED September 9, 1996

LESSEE:                                              LESSOR:

        CERPROBE CORPORATION                        Wells     Fargo      Leasing
-----------------------------------------------     Corporation "(as assignee of
                                                    all    right,    title   and
                                                    interest of First Interstate
                                                    Bank of Arizona)"

Name
       600 S. Rockford Drive                        P.O. Box 53456, MAC 4101-250
----------------------------------------------
Address
       Tempe, Arizona 85281                         Phoenix, Arizona 85072-3456
----------------------------------------------

         1.       Master  Lease:  The terms and  conditions of that Master Lease
Agreement dated as of the date set forth above by and between the Lessor,  Wells
Fargo  Leasing  Corporation  "(as  assignee of all right,  title and interest of
First  Interstate  Bank of Arizona)" and Lessee (the "Master  Agreement") are by
this  reference  incorporated  herein as if fully set forth  herein and together
with the terms and  conditions  hereof,  and of all schedules,  riders,  addenda
and/or  exhibits  that  are  attached  or  refer  to  this  Equipment  Schedule,
constitute a single and severable agreement of lease (this "Lease").  Subject to
all of the terms and  conditions of this Lease,  Lessor hereby leases to Lessee,
and Lessee hereby hires from Lessor,  the personal property  described below and
on  any  supplemental  Schedule  "A"  hereto  (hereinafter,  together  with  all
replacement   parts,   additions,   modifications,   repairs   and   accessories
incorporated therein and/or attached thereto, said personal property is referred
to as the "Equipment"):

<TABLE>
<CAPTION>

Qty.         Description of Equipment - Make, kind, model no., serial no., and                        Original
             any other pertinent identification                                                         Cost
-----------  -----------------------------------------------------------------------------------  --------------------
<S>          <C>                                                                                      <C>    
1            Applied Precision Invoice #2372                                                          $251,518.50
             po req date 6/14/96
1            52-502755-1280
             ASSY, PRVX ACCESSORY KIT
1            52-502757-000
             Assy, PRVX ACCESSORY KIT
2            53-201061-000
             PRVX TRAINING AT API
1            53-201031-000
             CHECKPOINT SYSTEM INSTALL
1            52-502904-000
             ASSY, PRVX SHIPPING PKG
1            21-503328-000
             PWA, EDGE CARD 48 PIN VX
             21-502885-000
             PWA, PRVX CAL CARD CONN
1            53-262030-000
             PRVX SYSTEM, 1280 CHANNELS, LP
1            52-502758-003
             PRVX TABLE SHORT 1280
1            52-502763-002
             ASSY, PRVX W/S PF COMPAT
1            52-503357-001
             ASSY, VX CPLT W/BEVEL POSTGRIND
1            52-502756-000
             PRVX CONTROLLER PKG.
1            62-805304-700
             PRV/PRVX TEST SOFTWARE
1            
----------------------------------------------------------------------------------------------------------------------
             Applied Precision Invoice #2444                                                          $  1,860.00
1            21-503329-000
             PWA, Edge Card 88 Pin VX
1            21-503331-000
             PWA, Edge Card 128 Pin VX
----------------------------------------------------------------------------------------------------------------------
                                                                                Sales or Use Tax
----------------------------------------------------------------------------------------------------------------------
             *If additional space is required, attach Schedule A             Total Original Cost      $253,378.50
----------------------------------------------------------------------------------------------------------------------
Location of Equipment (if additional space is required, attach Schedule A)

A.  30 Montague Expressway            San Jose      Santa Clara      California        95134
   ---------------------------------------------------------------------------------------------
          Address                       City         County            State            Zip

B.
   ---------------------------------------------------------------------------------------------
          Address                       City         County            State            Zip
</TABLE>
<PAGE>
          2.      Acceptance Deadline: September 30, 1996

          3.      Term:  The term of this  Lease  shall be a period of 60 months
and shall  commence  on the date that the  Equipment  is  accepted  by Lessee on
behalf of Lessor (the "Acceptance Date").

          4.      Rent Commencement Date: The first day of the month immediately
following the Acceptance Date.

          5.      Basic Rent Payment Date: The first day of each month beginning
with the Rent Commencement Date.

          6.      Rent:

                  (a)      Interim  Rent: An amount equal to 1/30th of the Basic
Rent  multiplied by the number of days elapsed from and including the Acceptance
Date but excluding the Rent Commencement  Date and due and payable  concurrently
with the delivery of the Certificate of Acceptance by Lessee to Lessor.

                  (b)      Basic Rent: for the term of this Lease,  Lessee shall
pay Lessor  Basic Rent of $5,121.00  monthly  payable on each Basic Rent Payment
Date.

          If the first day of each month  during the term of this Lease is not a
business  day,  Basic Rent  shall be due on the next  subsequent  business  day.
Unless  otherwise  expressly  agreed to in writing by Lessor,  sales tax on each
rental  payment  received by Lessor under this lease shall be due and payable by
Lessee to Lessor on each Basic Rent Payment Date.

                  (c)      Overdue  Rent:  Lessee shall pay to Lessor an Overdue
Rent Charge of 5% of all Basic Rent payments not received by Lessor on or before
the Basic Rent Payment Date.

          7. Purchase Option: Provided that (i) an Event of Default (or an event
or  condition  which,  with the  lapse of time or the  giving of notice or both,
would  constitute an Event of Default)  does not exist;  (ii) this Lease has not
previously  been  terminated,  and (iii)  Lessee has given  Lessor not less than
sixty (60) days notice prior to the expiration of the initial term of the Lease,
Lessor  shall  have the  option to  purchase  all (but not less than all) of the
Equipment  on the  original  expiration  date of this Lease under the  following
terms and conditions:

          [Lessee shall have the right to purchase the Equipment,  on an "as-is,
where-is"  basis,  without  representation  or warranty of any kind,  for $1.00,
provided  that such right is further  subject to payment in full of the purchase
price on or before the expiration of the initial term of this Lease.]

Lessee shall pay or reimburse Lessor all of Lessor's costs and expenses incurred
in  connection  with such purchase and shall pay all taxes imposed in connection
with such sale (other than taxes imposed on or measured by lessor's net income).

          8.      Modification to Master Agreement:  All terms and conditions of
this Lease shall be as set forth above and in the Master  Agreement,  except (if
additional space is required, attach an Addendum to this Lease):        N/A

          9.      Conditions  Precedent:  Lessor  shall  have no  obligation  to
purchase the  Equipment  and to lease the same to Lessee  hereunder:  (i) if the
actual  cost of the  Equipment  exceeds  the  original  cost  thereof  set forth
hereinabove;  (ii) if there  exists any Event of  Default or event or  condition
which,  with the lapse of time or the giving of notice or both, would constitute
an Event of Default; or (iii) unless prior to the Acceptance Deadline Lessee, at
its expense, shall have delivered or caused to be delivered to Lessor all of the
Documents  required  under Section 3 of the Master  Agreement  and, in addition,
Lessee,  at its  expense,  shall  have  fully  satisfied  all  of the  following
additional  conditions  precedent (if  additional  space is required,  attach an
Addendum to this Lease):               N/A

          10.     Schedule:  The "Schedule of Stipulated Loss  Percentages" that
is attached or refers to this Equipment Schedule is by this reference  expressly
incorporated herein as if fully set forth herein.

          11.     Reaffirmation:   By  their  execution  and  delivery  of  this
Equipment Schedule,  the parties hereby reaffirm all of the terms and conditions
of the Master Agreement, except to the extent, if any, modified hereby.

          12.     Counterparts: The Equipment Schedule evidencing this Lease may
be executed in more than one original counterpart. However, only the counterpart
designated below as "Counterpart  No. 1" shall evidence the monetary  obligation
of Lessee with  respect to this Lease.  To the extent,  if any,  that this Lease
constitutes  "chattel  paper," as that term is defined  in the  Arizona  Uniform
Commercial Code, no security  interest in this Lease may be created or perfected
by the  transfer  or  possession  of any  counterpart  hereof  other  than  said
"Counterpart No. 1."

          THIS IS COUNTERPART NO. 1  OF  1   COUNTERPART   ORIGINALS.

          IN  WITNESS  WHEREOF,  this  Equipment  Schedule  has  been  executed,
delivered and accepted this 9th day of September, 1996.

LESSOR:                                        LESSEE:

   CERPROBE CORPORATION                        Wells Fargo  Leasing  Corporation
----------------------------------------       ---------------------------------
                                               "(as assignee of all right, title
                                               and interest of First  Interstate
                                               Bank of Arizona)"


By         SIGNATURE NOT LEGIBLE               By     SIGNATURE NOT LEGIBLE
   -------------------------------------           -----------------------------
Its          President/CEO                     Its          Vice President
    ------------------------------------           -----------------------------
                                       2
<PAGE>
                     SCHEDULE OF STIPULATED LOSS PERCENTAGES
                                       to
                               EQUIPMENT SCHEDULE

                             DATED September 9, 1996
                                       to
                             MASTER LEASE AGREEMENT

                               DATED June 6, 1994


Rental Payment Date                                 Stipulated Loss 
in the month of:                                       Percentage
----------------                                       ----------
       1                                                100.00
       2                                                 98.70
       3                                                 97.39
       4                                                 96.07
       5                                                 94.74
       6                                                 93.39
       7                                                 92.04
       8                                                 90.67
       9                                                 89.30
       10                                                87.91
       11                                                86.51
       12                                                85.10
       13                                                83.68
       14                                                82.25
       15                                                80.80
       16                                                79.35
       17                                                77.88
       18                                                76.40
       19                                                74.91
       20                                                73.40
       21                                                71.89
       22                                                70.36
       23                                                68.82
       24                                                67.27
       25                                                65.70
       26                                                64.12
       27                                                62.53
       28                                                60.93
       29                                                59.31
       30                                                57.68
       31                                                56.03
       32                                                54.38
       33                                                52.71
       34                                                51.02
       35                                                49.32
       36                                                47.61
       37                                                45.89
       38                                                44.15
       39                                                42.39
       40                                                40.63
       41                                                38.84
       42                                                37.05
       43                                                35.24
       44                                                33.41
       45                                                31.57
       46                                                29.71
       47                                                27.84
       48                                                25.96
       49                                                24.06
       50                                                22.14
       51                                                20.21
       52                                                18.26
       53                                                16.29
       54                                                14.32
       55                                                12.32
       56                                                10.31
       57                                                 8.28
       58                                                 6.23
       59                                                 4.17
       60                                                 2.09
             
          For purposes of the "Master Agreement"  (defined below) and the "Lease
" (defined below),  the term "Stipulated Loss Percentage" means, with respect to
any item of "Equipment" (defined in the Lease) for which "Stipulated Loss Value"
(defined  in the Master  Agreement)  is  determined,  the  percentage  set forth
hereinabove that corresponds to the "Rental Payment Date" (defined in the Lease)
through  which  rental  payments  on such  Equipment  have  actually  been  paid
(exclusive of  prepayments  of rent  otherwise due and payable at the end of the
Lease  term,  if any are  required  under  the  Lease)  as of the date  that the
Stipulated Loss Value of such item of Equipment is determined.
                                      -1-
<PAGE>
          IN WITNESS  WHEREOF,  the undersigned  "Lessor" and "Lessee" have this
9th day of September,  1996 executed and delivered  this "Schedule of Stipulated
Loss  Percentages"  to that  Equipment  Schedule  dated as set forth  above (the
"Lease") to that Master  Lease  Agreement  dated as set forth above (the "Master
Agreement") between the undersigned "Lessor" and "Lessee."

LESSOR:                                    LESSEE:

WELLS FARGO LEASING CORPORATION            CERPROBE CORPORATION

By /s/ Signature Illegible                 By /s/ Signature Illegible
   ----------------------------               -----------------------------
Its Authorized Representative              Title President/CEO
                                      -2-
<PAGE>
                            CERTIFICATE OF ACCEPTANCE



Wells Fargo Leasing  Corporation 
"(as assignee of all right,  title and interest of 
First  Interstate  Bank of Arizona)"  
Leasing and Equipment MAC 4101-250
100 West Washington
Phoenix, Arizona 85003

RE:       Acceptance  of  Equipment   Leased  Under  Equipment   Schedule  dated
          September 9, 1996 (the "Lease") to Master Lease Agreement dated May 1,
          1995 (the "Master  Agreement") between the undersigned and Wells Fargo
          Leasing  Corporation  "(as assignee of all right title and interest of
          First Interstate Bank of Arizona).

Gentlemen:

This Certificate of Acceptance is delivered  pursuant to Section 2 of the Master
Agreement,  and constitutes a "Certificate  of Acceptance," as defined  therein.
We, as Lessee,  have received all of the  "Equipment" (as defined in the Lease),
and all necessary  installation  thereof has been completed.  We have inspected,
tested and  approved all of the  Equipment,  and find that each piece is in good
working order and is of the size, design, type, quality, condition, capacity and
manufacture  specified by us, and  conforms to any  applicable  purchase  orders
therefor.  We approve the contract by which you  acquired  the  Equipment or the
right to possession and use of the goods.  Our inspection and test has disclosed
no defects or deficiencies in any of the Equipment. You are hereby notified that
we accepted delivery of all of the Equipment on your behalf on 9/17, 1999.

We  hereby  certify  that as of the date  hereof  (i) no Event  of  Default  has
occurred under the Lease of the Master  Agreement;  (ii) the  presentations  and
warranties  made by Lessee  pursuant to the Lease and Master  Agreement are true
and correct,  (iii) Lessee has obtained  insurance  policies with respect to the
Equipment as are required to be obtained  under the Lease and Master  Agreement;
and (iv) the Equipment will be located at 30 West Montague Expressway, San Jose,
California 95134.

Sincerely,


Cerprobe Corporation


-------------------------------
         ("Lessee")

By:   SIGNATURE NOT LEGIBLE
   ----------------------------

Its:      President/CEO
    ---------------------------

Dated: September 9, 1996
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
This FINANCING STATEMENT is presented for filing and will remain effective  with
certain  exceptions for a period of five years from the date of filing  pursuant
to section 9403 of the California Uniform Commercial Code.
--------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                    <C>
1.   Lessee                                                         1A.  Social Security or Federal Tax No.
Cerprobe Corporation
--------------------------------------------------------------------------------------------------------------------
1B.  Mailing Address                         1C   City, State,                            1D  Zip Code
600 S. Rockford Drive                        Tempe, Arizona                                    85281 
--------------------------------------------------------------------------------------------------------------------
2.   Additional Debtor  (If Any)                                    2A.  Social Security or Federal Tax No.

--------------------------------------------------------------------------------------------------------------------
2B   Mailing Address:                        2C   City, State,                            2D  Zip Code

--------------------------------------------------------------------------------------------------------------------
3.   Debtor's Trade Names or Styles:                                3A.       Federal Tax Number:

--------------------------------------------------------------------------------------------------------------------
4:   Lessor:                                                        4A:   Social Security or Federal Tax No.
   Name              Wells Fargo Leasing Corporation                      or Bank Transit and A.B.A. No.
   Mailing Address:  100 W. Washington MAC 4101-250
   City              Phoenix AZ 85003  State  AZ  Zip Code  85003
--------------------------------------------------------------------------------------------------------------------
5.        Assignee of Secured Party: (If Any)                       5A:   Social Security or Federal Tax No.
   Name                                                                   or Bank Transit and A.B.A. No.
   Mailing Address:                                
   City                                State      Zip Code       
--------------------------------------------------------------------------------------------------------------------
6. This FINANCING STATEMENT covers the following types or items of property (include description of real property on
which located and owner of record when required by instruction 4).

See  Schedule  "A"
attached hereto and by this reference  incorporated herein as if fully set forth.

The transaction related to this financing statement is a true lease; this precautionary notice file is made pursuant
to U.C.C. 9-408 (A.R.S. 47-9408)



--------------------------------------------------------------------------------------------------------------------
7.  Check  [X]       7A  Products of collateral    7B   Debtor(s) signature not required in accordance with 
    if applicable:       are also covered               instruction 5(a) item
                           [ ]                      [ ]  (1)         [ ]  (2)        [ ]  (3)       [ ]  (4)
--------------------------------------------------------------------------------------------------------------------
8.  Check  [X]          
    if applicable:         [ ]  Debtor is a "transmitting utility" in accordance with UCC statute 9105 (1)(n)
--------------------------------------------------------------------------------------------------------------------
9.        Cerprobe Corporation              Date:  9/9/96       C    10. This Space For Use of Filing Officer
X           /s/ Signature Illegible                             O        (Date, Time, File Number
   Signature(s) of Lessee                                       D        And Filing Officer)
                                                                E
--------------------------------------------------------------------------------------------------------------------
                                                                1

                                                                2
          Type or Print Name(s) of Debtor(s)
--------------------------------------------------------------------------------------------------------------------
Wells Fargo Leasing Corporation                                 3

X       /s/ Signature Illegible                                 4
          Signature of Lessor:                                  
--------------------------------------------------------------------------------------------------------------------
                                                                5

                                                                6
Type or Print Name(s) of Secured Party(ies)
--------------------------------------------------------------------------------------------------------------------
11. Return copy to:                                             7

Name                                                            8

Address                                                         9

City                                                            0

State

Zip Code

--------------------------------------------------------------------------------------------------------------------
Filing Officer is requested to note file number, date and     FORM UCC1-
hour of filing on PINK copy and return to the above party     Approved by the Secretary of State
--------------------------------------------------------------------------------------------------------------------
</TABLE>