AGREEMENT


                  THIS  AGREEMENT is made and entered  into as of September  26,
1997, by and among SVTR, INC., a Delaware corporation, formerly known as Silicon
Valley Test & Repair, Inc. and formerly known as EMI Acquisition, Inc. ("SVTR"),
CERPROBE CORPORATION, a Delaware corporation ("Cerprobe"),  and WILLIAM E. MAYER
and CAROL MAYER (individually and together, "Mayer").

                                    RECITALS

                  A. On January 15,  1997,  EMI  Acquisition,  Inc.,  a Delaware
corporation  ("Acquisition")  and a  wholly-owned  subsidiary  of Cerprobe,  and
Cerprobe  entered  into an  Agreement  of  Merger  and  Plan  of  Reorganization
("Agreement  of Merger") with Silicon  Valley Test & Repair,  Inc., a California
corporation  ("SVTR  California")  and Mayer,  pursuant to which SVTR California
merged into Acquisition and Acquisition  changed its name to Silicon Valley Test
& Repair, Inc. (the "Merger"). Later, Silicon Valley Test & Repair, Inc. changed
its name again to SVTR, Inc.

                  B. Certain matters of dispute have arisen  regarding:  (a) the
financial  condition of SVTR California prior to the Merger; (b) the accuracy of
certain forecasts, representations and other statements by Mayer, whether or not
contained in the  Agreement of Merger;  (c) the ability of SVTR  California  and
later of SVTR to make  certain  products  and meet  specifications;  and (d) the
relationship of SVTR California and SVTR with customers, vendors and employees.

                  C. Mayer  seeks to assure his  future by having  Cerprobe  and
SVTR release Mayer of any liability to Cerprobe and SVTR arising out of: (a) any
of the items in Recital B above; (b) the Merger; or (c) actions or statements by
Mayer before or after the Merger relating to SVTR California.

                  D.  SVTR,  Cerprobe  and  Mayer  have  agreed to  resolve  all
disputes between them as hereinafter provided.

                                    AGREEMENT

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

                  1. Mayer Payment. Upon the execution of this Agreement,  Mayer
shall pay to Cerprobe the sum of $230,000 representing repayment of a portion of
the cash payment paid to Mayer  pursuant to Section  3.2(c) of the  Agreement of
Merger.

                  2.  Escrow  Stock.  The  125,000  shares  of  common  stock of
Cerprobe issued to Mayer in connection with the Merger  currently held in escrow
pursuant to that certain Escrow and Security  Agreement,  by and among Cerprobe,
Mayer and Arizona Escrow & Financial Corporation, dated January 28, 1997, shall,
effective  August 18,  1997,  be  redelivered  to Cerprobe and Mayer does hereby
forever  release  and  relinquish  any and all claims or interest  with  respect
thereto.
<PAGE>
Contemporaneously  with the execution and delivery of this  Agreement,  Cerprobe
and Mayer  shall  execute  and  deliver a letter to Arizona  Escrow &  Financial
Corporation in form and content as set forth in Exhibit A attached hereto.

                  3. Earn Out.  Effective August 18, 1997, Mayer hereby releases
any and all rights,  claims or interests that either of them may have to receive
any  payment  or shares of the  common  stock of  Cerprobe  with  respect to the
earn-out provisions set forth in Article IV of the Agreement of Merger.

                  4. Resignation.  By executing the form of resignation attached
hereto as Exhibit B, Mayer  hereby  resigns as an officer  and  employee of SVTR
(formerly  Acquisition) effective on October 31, 1997. The Employment Agreement,
by and between  Acquisition and William E. Mayer,  dated as of January 15, 1997,
is terminated effective October 31, 1997.

                  5. Promissory Note. Upon the execution of this Agreement, SVTR
shall pay to Mayer  the sum of  $242,000  representing  the  pre-payment  of the
entire  principal  owing on the  indebtedness  owing to Mayer under that certain
Note Payment  Agreement,  by and between SVTR California and Mayer,  dated as of
January 15, 1997 (the "Note  Payment  Agreement"),  and that certain  Promissory
Note executed by SVTR California, dated July 31, 1994, in the original principal
amount of  $407,949.55,  payable to William  E.  Mayer (the "SVTR  Note").  Upon
receipt of the  $242,000,  Mayer shall  deliver to SVTR the  original  SVTR Note
marked "paid in full." Mayer hereby releases and forever  discharges SVTR of all
indebtedness owed under the Note Payment Agreement and SVTR Note.

                  6. COBRA.  Upon the execution of this  Agreement,  Mayer shall
pay to SVTR the  amount  of  $10,000  which  amount  shall be  utilized  for the
insurance  premiums for COBRA coverage (both medical and dental) for a period of
18 months beginning November 1, 1997. SVTR hereby agrees to pay, for a period of
18 months  beginning  November 1, 1997,  unless sooner  terminated by Mayer, the
insurance premium payments for COBRA coverage for William E. Mayer,  Carol Mayer
and any minor  children  residing  with them.  At the end of the 18 month  COBRA
period, or earlier termination by William E. Mayer, if any amount of the $10,000
is remaining,  that  remaining  amount shall belong to SVTR. If the premiums for
COBRA coverage exceed $10,000, Mayer shall pay any excess.

                  7.  Net  Effect.  The net  financial  effect  of the  payments
provided  for in Sections 1, 5 and 6 hereof is that  Cerprobe and SVTR shall pay
$2,000 to Mayer.  Payment  shall be made within 10 days of the execution of this
Agreement.  Nothing herein or in any other Release or Agreement  shall be deemed
to waive, release or discharge this net payment.

                  8. Release. SVTR and Cerprobe shall deliver to Mayer a Release
in form and content as set forth in Exhibit C attached  hereto,  and Mayer shall
deliver  to SVTR and  Cerprobe  a Release  in form and  content  as set forth in
Exhibit D attached hereto.

                  9.  Labor  Code.   Nothing  in  this   Agreement  nor  in  any
contemporaneous  agreement  among the parties  hereto  shall  waive,  release or
diminish the rights of Mayer or SVTR pursuant to  California  Labor Code section
2802, as applicable, which provides:
                                        2
<PAGE>
                           "An  employer  shall  indemnify  his employee for all
                           that the  employee  necessarily  expends  or loses in
                           direct  consequence of the discharge of his duties as
                           such,  or of his  obedience to the  directions of the
                           employer, even though unlawful,  unless the employee,
                           at the time of obeying such directions, believed them
                           to be unlawful."

                  10.      Miscellaneous.

                           (a) Effective Date of Transactions. The parties agree
that, unless otherwise provided in this Agreement,  the transactions  referenced
herein shall be effective as of September 26, 1997.

                           (b)  Entire   Agreement.   This   Agreement  and  the
agreements referred to herein constitutes the entire agreement among the parties
and shall be binding  upon and inure to the  benefit of the  parties  hereto and
their respective heirs, 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,  among the
parties hereto with respect to their dispute. 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)  Construction.  Any rule of  construction  to the
effect that  ambiguities are to be resolved against the drafting party shall not
be employed in the interpretation of this Agreement or any amendments thereto.

                           (d) Governing Law. This  Agreement  shall be governed
by the laws of the State of California.

                           (e) Further  Assurances.  Each party hereto agrees to
do  all  acts  and  things  and to  make,  execute,  and  deliver  such  written
instruments  and documents as shall from time to time be reasonably  required to
carry out the terms and provisions of this Agreement.

                           (f)  Attorneys'  Fees.  In the  event  of any  claim,
controversy  or dispute  arising out of or relating  to this  Agreement,  or the
breach thereof, each party shall pay his, her or its own attorneys' fees.

                           (g)  Counterparts.  This Agreement may be executed in
multiple counterparts,  each of which shall be deemed to be an original, and all
such counterparts shall constitute but one instrument.
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<PAGE>
                  IN WITNESS WHEREOF,  the parties have executed this Agreement,
or caused this Agreement to be executed, as of the date first written above.

                                        SVTR, INC.


                                        By:
                                           -------------------------------------
                                           Randal L. Buness, Chief Financial 
                                           Officer

                                        CERPROBE CORPORATION


                                        By: 
                                           -------------------------------------
                                            Randal L. Buness, Vice President


                                        ----------------------------------------
                                        William E. Mayer


                                        ----------------------------------------
                                        Carol Mayer
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