EMPLOYMENT AGREEMENT
                              --------------------



                  THIS EMPLOYMENT  AGREEMENT  ("Agreement")  is made and entered
into as of the 26th day of June,  1996, by and between CERPROBE  CORPORATION,  a
Delaware corporation ("Employer"), and RANDAL L. BUNESS ("Employee").

                                    RECITALS
                                    --------

                  A. Employer is in the business of the design, manufacture, and
sale of probe cards for use in the semiconductor  industry and for semiconductor
testing  and the design,  manufacture  and sale of test and  interface  hardware
products, including, without limitation,  performance boards, prober and handler
interfaces,  including  complete  interface systems  (digital,  mixed signal and
analog), used by the semiconductor industry (the "Business").

                  B. Employer desires to employ  Employee,  and Employee desires
to  accept  such  employment,  on the  terms  and  conditions  set forth in this
Agreement.


                                    AGREEMENT
                                    ---------

                  NOW, THEREFORE, in consideration of the foregoing recitals and
the mutual  covenants  set forth in this  Agreement,  the parties  hereto hereby
agree as follows:

                  1.  Employment.  Employer hereby employs Employee and Employee
hereby accepts such  employment,  to perform such duties and services for and on
behalf of Employer as may,  from time to time, be determined by the President of
Employer.  Employee shall devote  Employee's  full and undivided  business time,
attention  and  efforts  to  Employer's  business  and  to  the  performance  of
Employee's duties under this Agreement,  and shall fully and faithfully  perform
all duties assigned to Employee under this Agreement, consistent with Employee's
position hereunder, to the best of Employee's abilities. Employee also agrees to
serve as  Employer's  Chief  Financial  Officer  or in such  other  position  as
Employer's Board of Directors shall determine from time to time.

                  2.  Compensation.  Employee shall be entitled to receive a per
annum salary of One Hundred Fifteen  Thousand Dollars  ($115,000)  ("Salary") as
full  compensation for all the services  rendered by Employee during the term of
Employee's  employment  hereunder.  Employee  shall be  entitled  to receive the
Salary  in  fifty-two  (52)  equal  payments;  payments  to be made  every  week
commencing  on June  27,  1996,  or  pursuant  to such  other  payment  schedule
consistent  with Employer's  compensation  policy as from time to time in effect
(less all applicable  deductions for all taxes,  including  federal,  state, and
FICA; insurance; pension plans; etc.).

                  3. Other Benefits.  In addition to Employee's  Salary,  during
the term of Employee's employment  hereunder,  Employee shall be entitled to the
following:
<PAGE>
                           (a)  Incentive  Stock  Option.  Receive  an option to
purchase Fifty Thousand  (50,000) shares of Employer's  Common Stock,  par value
$.05 per  share,  such  option to be  granted  at an option  exercise  price and
subject to such other terms and conditions of exercise as the Board of Directors
of Employer shall determine, in the exercise of its sole discretion.

                           (b) Pension  Plans.  Participation  in such  pension,
profit sharing and deferred  compensation plans and programs,  if any, as may be
provided from time to time by Employer to such other  comparable level employees
of  Employer.  Participation  in any other  executive  bonus  plan(s)  as may be
approved by the Board of Directors in the exercise of its sole discretion.

                           (c) Medical  and Dental  Benefits.  Participation  in
such group medical,  accident and dental plans,  if any, as may be provided from
time to time by Employer to such other comparable level employees of Employer.

                           (d) Vacation.  Three (3) weeks paid  vacation  during
the term of this Agreement.  Vacation shall be taken at such times as determined
by Employee and approved by Employer. Vacation benefits will be used in a manner
consistent with Employer's vacation policy as from time to time in effect.

                           (e) Reimbursement.  Reimbursement  within thirty (30)
days of the submittal of an approved expense report,  for ordinary and necessary
out-of-pocket  business  expenses  incurred by Employee in  connection  with the
business  of Employer  and  Employee's  duties  under this  Agreement.  The term
"business  expenses"  shall  include  any item of  expense  that is  reasonable,
ordinary or  necessary in relation to  Employee's  duties  hereunder.  To obtain
reimbursement,  Employee shall submit to Employer receipts, bills or sales slips
for the expenses incurred.

                           (f) Other Benefits.  Such other fringe benefits, such
as life and disability insurance,  as Employer may make generally available on a
nondiscriminatory basis to all other employees of Employer.

                  4. Term of Employment.

                           (a)   Employment   Term.   The  term  of   Employee's
employment  hereunder  shall commence on June 17,1996,  and shall terminate June
16,1997,  unless  earlier  terminated  in  accordance  with  the  terms  of this
Agreement.

                           (b) Termination.  Notwithstanding  anything contained
in this Agreement to the contrary,  Employee's  employment hereunder is entirely
at will, and may be terminated by Employer with or without  cause,  subject only
to the payment  obligations  of Employer as  hereafter  set forth.  In the event
Employer  terminates  Employee's  employment  hereunder  for Cause (as hereafter
defined),  Employee's  employment  hereunder shall immediately  terminate on the
effective date of such  termination  as  established  by Employer,  and Employee
shall only receive Salary and any other  benefits under this Agreement  prorated
through the effective date of Employee's termination.
                                        2
<PAGE>
                  For purposes of this Agreement,  "Cause" means: (i) "Total and
Permanent Incapacity" (as hereinafter defined) of Employee;  (ii) the failure or
inability (not as a consequence of any illness, accident or other disability, as
confirmed  by  competent  medical  evidence)  of Employee to perform  Employee's
duties  hereunder  for a period  of  thirty  (30)  days in a  manner  reasonably
satisfactory  to  Employer's  Board of  Directors,  provided the decision of the
Board of Directors is not arbitrary or capricious,  and is not made in bad faith
and  further  that the  failure  or  inability  is not as a  consequence  of any
illness,  accident  or  other  disability  as  confirmed  by  competent  medical
evidence;  or (iii) "Serious  Misconduct" (as hereinafter  defined) of Employee.
"Total and  Permanent  Incapacity"  means such  physical or mental  condition of
Employee,  including alcoholism,  which renders Employee incapable of performing
Employee's  duties  hereunder  for a period in excess of sixty (60) days. In the
event Employee is a Qualified  Individual  with a Disability,  as defined in the
American  with  Disabilities  Act,  Employer  shall  not  terminate   Employee's
employment  hereunder if Employee is able to perform the essential  functions of
the  Employee's  job with or without  reasonable  accommodation  from  Employer.
"Serious  Misconduct" means embezzlement or misappropriation of corporate funds;
other acts of Dishonesty (as  hereinafter  defined);  activities  harmful to the
reputation of Employer (other than as a consequence of good faith decisions made
by Employee in the normal  performance  of  Employee's  duties  hereunder);  the
conviction  of or the plea by Employee  to any  criminal  felony  offense or any
criminal offense regarding dishonesty or moral turpitude; the refusal to perform
the duties assigned to Employee  pursuant to this Agreement  (unless such duties
shall be unlawful); or the breach of any of the terms or conditions contained in
this  Agreement  or  any  other   Agreement   between   Employee  and  Employer.
"Dishonesty"  shall include,  but shall not be limited to, the furnishing of any
information,  reports,  documents or  certificates by Employee to Employer which
Employee  knew,  believed  or should  have  known to be false or  misleading  or
omitted to state a material fact necessary to be stated therein in order to make
any of the statements, or information therein not misleading.

                  In  the  event  Employer  terminates   Employee's   employment
hereunder,  for reasons other than for Cause,  Employee's  employment  hereunder
shall  immediately  terminate  on the  effective  date  of such  termination  as
established  by  Employer,  and  Employee  shall only receive (i) Salary for the
remaining period of the term of this Agreement, payable on the dates such Salary
shall otherwise have been payable hereunder,  and (ii) any other fringe benefits
under  this  Agreement   prorated  through  the  effective  date  of  Employee's
termination.

                  Notwithstanding  anything  contained in this  Agreement to the
contrary,  Employee may resign and terminate  Employee's  employment  hereunder,
with or without cause,  subject to the  requirement  that Employee shall provide
Employer  with not less than sixty  (60) days'  prior  written  notice.  In such
event,  Employee  shall not receive any Salary or any other  benefits under this
Agreement after the effective date of Employee's resignation.

                           (c)  Death.  In the  event of the  death of  Employee
during the term of this  Agreement,  this  Agreement and  Employee's  employment
hereunder  shall  terminate  as of  the  date  of the  death  of  Employee,  and
Employee's estate or personal representative shall be entitled to receive Salary
and other fringe  benefits  prorated for the period of Employee's  employment to
the date of death.
                                        3
<PAGE>
                           (d)  Suspension.  Employer  shall  have the  right to
suspend  Employee with full pay for any period of time the Board of Directors of
Employer deems, in its sole discretion,  necessary or appropriate to investigate
Employee's conduct in connection with Section 4(b) hereof.

                  5. Noncompetition.  During the period of Employee's employment
hereunder,  and for a  period  of six (6)  months  from  and  after  the date of
termination  of  Employee's  employment  hereunder (or such lesser period to the
maximum extent permitted by applicable law),  neither Employee nor any person or
entity  controlled  (directly or indirectly)  by Employee,  whether as employer,
employee,  proprietor,  partner, stockholder (other than the holder of less than
five  percent (5%) of the stock of a  corporation  the  securities  of which are
traded on a national  securities  exchange or in the  over-the-counter  market),
director,  officer,  consultant,  agent or otherwise, shall within, into or from
the Restricted  Territory (as defined below) engage or cause others to engage in
the Business unless first authorized in writing by Employer, which authorization
may be withheld in the sole and absolute discretion of Employer. For purposes of
this Agreement,  the term "Restricted Territory" shall mean the United States of
America,  and all other countries in which the Employer conducts the Business on
the date hereof. If Employee violates Employee's  obligations  contained in this
Section 5, then the time  periods  hereunder  shall be extended by the period of
time  equal to that  period  beginning  when the  activities  constituting  such
violation  commenced and ending when the activities  constituting such violation
terminated.

                  6. Nonsolicitation. During the period of Employee's employment
hereunder,  and for a period of twelve  (12)  months  from and after the date of
termination  of  Employee's  employment  hereunder (or such lesser period to the
maximum extent permitted by applicable law),  neither Employee nor any person or
entity  controlled  (directly or  indirectly)  by Employee  whether as employer,
employee,  proprietor,  partner, stockholder (other than the holder of less than
five  percent (5%) of the stock of a  corporation  the  securities  of which are
traded on a national  securities  exchange or in the  over-the-counter  market),
director, officer,  consultant, agent or otherwise, shall solicit (a) in respect
of the Business,  any person or other entity that is, or was within the previous
twelve  (12)  month  period  immediately  prior  to the date of  termination  of
Employee's employment hereunder,  a customer or supplier of Employer, or (b) any
person who, on such date, is an employee of Employer,  for employment,  or as an
independent  contractor  with any person or entity,  unless first  authorized in
writing by Employer,  which authorization may be withheld in Employer's sole and
absolute discretion.  If Employee violates Employee's  obligations  contained in
this Section 6, then the time periods hereunder shall be extended by a period of
time  equal to that  period  beginning  when the  activities  constituting  such
violation  commenced and ending when the activities  constituting such violation
terminated.

                  7. Trade Secrets and Other Confidential Information.  From and
after the date hereof,  Employee shall not communicate or divulge to, or use for
the benefit of, any  person,  firm or  corporation  other than  Employer  and/or
Employer's subsidiaries and its or their agents and representatives,  any of the
trade secrets, methods, formulas,  business and/or marketing plans, processes or
any other proprietary or confidential  information with respect to Employer, its
subsidiaries, its or their business, financial condition, business operations or
methods,  or  business  prospects.  The  preceding  sentence  shall not apply to
information  which (a) is, was or becomes  generally  known or  available to the
public or the  industry  other than as a result of a  disclosure  by Employee in
violation of this Agreement, or (b) is required to be disclosed by law. Employee
shall  advise  Employer,  in writing,  of any  request,  including a subpoena or
similar legal inquiry, to disclose
                                        4
<PAGE>
any such  confidential  information,  such that Employer and/or its subsidiaries
can seek appropriate legal relief.

                  8.  Return  of  Employer   Property.   Immediately   upon  the
expiration of this Agreement or the  termination of Employee's  employment  with
Employer, whichever shall later occur, Employee shall return to Employer any and
all  property  of  Employer,  including,  but not  limited  to,  all  documents,
agreements,  schedules,  statements,  customer  lists,  supplier  lists,  plans,
designs,  parts and equipment,  that is in the possession or control  (direct or
indirect) of Employee. Notwithstanding the foregoing, Employee shall immediately
return  to  Employer  all  such  property  described  in  this  Section  8  upon
termination of this Agreement at any time for Cause.

                  9.   Survival/Remedies/Severability.   Employee   specifically
acknowledges that (a) Employer currently has operating facilities located in the
Restricted  Territory;  (b)  Employer  receives  much of its  business  from and
throughout  the  Restricted  Territory;  (c)  Employer  has plans to expand  its
operations  throughout  the  Restricted   Territory;   and  (d)  the  geographic
restrictions  contained in Section 5 hereof, and the length of time restrictions
in  Sections  5, 6 and 7  hereof  are each  necessary  and  reasonable  and were
negotiated with Employer. The restrictions and obligations set forth in Sections
5, 6, 7 and 8  hereof  shall  survive  the  expiration  or  termination  of this
Agreement. The parties hereto hereby acknowledge and agree that the restrictions
and  obligations  set forth in Sections 5, 6, 7 and 8 hereof are  reasonable and
necessary,  and that any  violation  thereof  would  result in  substantial  and
irreparable  injury to  Employer,  and that  Employer  may not have an  adequate
remedy at law with respect to any such violation.  Accordingly,  Employee agrees
that, in the event of any actual or threatened violation thereof, Employer shall
have the right and privilege to obtain,  in addition to any other  remedies that
may be available, equitable relief, including temporary and permanent injunctive
relief, to cease or prevent any actual or threatened  violation of any provision
hereof.  Each and every  provision set forth in Sections 5, 6, 7 and 8 hereof is
independent and severable from the others,  and no restriction  will be rendered
unenforceable by virtue of the fact that, for any reason, any other or others of
them may be  unenforceable  in whole or in part. If any provision in Sections 5,
6, 7 or 8 hereof is unenforceable for any reason whatsoever, that provision will
be  appropriately  limited  and  reformed  to the  maximum  extent  provided  by
applicable law. If the scope of any restriction contained herein is too broad to
permit  enforcement to its full extent,  then such restriction shall be enforced
to  the  maximum  extent  permitted  by law so as to be  judged  reasonable  and
enforceable,  and the  parties  agree  that  such  scope may be  modified  by an
arbitrator or judge in any proceeding to enforce this Agreement.  This includes,
without  limitation,  altering  or  enforcing  only  portions  of the  limits on
activity   restrictions,   the  geographic   scope,  and  the  duration  of  the
restrictions unless to do so would be contrary to law or public policy.

                  10. Miscellaneous.

                           (a) Notices.  All notices required or permitted to be
given  hereunder shall be in writing and shall be deemed given when delivered in
person,  or three (3) business days after being placed in the hands of a courier
service  (e.g.,  DHL or  Federal  Express)  prepaid  or  faxed  provided  that a
confirming copy is delivered forthwith as herein provided, addressed as follows:
                                        5
<PAGE>
                           If to Employer:
                           ---------------

                                    CerProbe Corporation
                                    600 South Rockford Drive
                                    Tempe, Arizona 85281
                                    Attention: C. Zane Close
                                    FAX: 602-967-4636

                           If to Employee:
                           ---------------

                                    Randal L. Buness
                                    3504 East Claremont Avenue
                                    Paradise Valley, Arizona 85253

and/or to such other respective addresses and/or addressees as may be designated
by notice given m accordance with the provisions of this Section.

                           (b) Entire Agreement.  This Agreement constitutes the
entire agreement  between the parties and shall be binding upon and inure to the
benefit  of the  parties  hereto  and their  respective  legal  representatives,
successors and permitted assigns.  Except as set forth herein, the provisions of
this Agreement supersede any and all other agreements or understandings, whether
oral or written,  between  Employer and  Employee,  with  respect to  Employee's
employment  by  Employer.  Any  amendments,   or  alternative  or  supplementary
provisions  to this  Agreement  must be made in writing and duly  executed by an
authorized representative or agent of each of the parties hereto.

                           (c)  Non-Waiver.  The  failure  in any  one  or  more
instances of a party to insist upon  performance of any of the terms,  covenants
or  conditions  of this  Agreement,  to exercise  any right or privilege in this
Agreement  conferred,  or the  waiver by said  party of any breach of any of the
terms,  covenants or conditions of this  Agreement,  shall not be construed as a
subsequent  waiver  of  any  such  terms,  covenants,   conditions,   rights  or
privileges,  but the same shall  continue and remain in full force and effect as
if no such  forbearance  or waiver had  occurred.  No waiver  shall be effective
unless it is in  writing  and  signed  by an  authorized  representative  of the
waiving party. A breach of any representation, warranty or covenant shall not be
affected  by the  fact  that a more  general  or more  specific  representation,
warranty or covenant was not also breached.

                           (d)  Counterparts.  This Agreement may be executed in
multiple count erparts, each of which shall be deemed to be an original, and all
such counterparts shall constitute but one instrument.

                           (e) APPLICABLE  LAW. THIS AGREEMENT SHALL BE GOVERNED
AND CONTROLLED AS TO VALIDITY, ENFORCEMENT, INTERPRETATION, CONSTRUCTION, EFFECT
AND IN ALL  OTHER  RESPECTS  BY THE  INTERNAL  LAWS  OF  THE  STATE  OF  ARIZONA
APPLICABLE TO CONTRACTS MADE IN THAT STATE. 
                                       6
<PAGE>
                           (f) Construction.  The parties hereto acknowledge and
agree that each party has  participated  in the drafting of this  Agreement  and
that this  document has been  reviewed by the  respective  legal counsel for the
parties hereto and that the normal rule of  construction  to the effect that any
ambiguities  are to be resolved  against the drafting party shall not be applied
to the  interpretation of this Agreement.  No inference in favor of, or against,
any party  shall be drawn from the fact that one party has  drafted  any portion
hereof.

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the date first above written.

EMPLOYER:                                      EMPLOYEE:

CerProbe Corporation



By:      /s/ C. Zane Close                     /s/ Randal L. Buness
    ----------------------                     ---------------------------
Name:    C. Zane Close                              Randal L. Buness
    ----------------------
Its:     President/CEO
    ----------------------