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[CERPROBE LOGO (R)]                                              Exhibit 10(ppp)
                             STOCK PLEDGE AGREEMENT

         This Stock Pledge Agreement ("Agreement") is made and entered into
effective as of August 24, 1999 by and between _____________________ as pledgor
("Pledgor"), and Cerprobe Corporation, a Delaware corporation ("Lender"), as
pledgee.

         A. Lender intends to loan to Pledgor the sum of $_______________
("Loan") pursuant to the terms of that certain Secured Promissory Note of this
same date, between Lender and Pledgor ("Note"). Any defined term in this
Agreement that is not specifically defined shall have the meaning given to it in
the Note.

         B. Pursuant to the terms of the Note, in order to induce the Lender to
make the Loan, the Pledgor must provide certain deliveries to the Lender, one of
which is the delivery of this Agreement executed by Pledgor.

         C. Pledgor was granted an option to purchase _______ shares of Cerprobe
Corporation Common Stock pursuant to the Cerprobe Corporation Nonqualified Stock
Option Plan ("Option Shares"). In consideration for the purchase price for the
exercise of the Option Shares, Pledgor executed the Note and grants the Lender a
security interest in the Option Shares, subject to the terms in this Agreement.

                                    AGREEMENT

         In consideration of the mutual covenants contained in the Note, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

         1. PLEDGE. As security for the payment and performance of the Secured
Obligations, Pledgor hereby grants to Lender a security interest in the Option
Shares, together with any proceeds therefrom, and hereby pledges and assigns the
Certificate(s) representing the Option Shares to Lender. Pledgor has delivered
stock powers with respect to the Certificate(s) endorsed in blank ("Stock
Powers") to Lender and hereby authorizes Lender, upon the occurrence and
continuation of an Event of Default, to transfer the Certificates to Lender.
Lender hereby acknowledges receipt of the Certificate(s) as security for the
payment and performance of the Secured Obligations. Lender agrees not to
transfer, sell, encumber, or otherwise dispose of the Option Shares, except in
accordance with the provisions of this Agreement. For purposes of this
Agreement, the "Secured Obligations" are the obligations of the Pledgor under
the Note.
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         2. DIVIDENDS, VOTING RIGHTS, AND PROXY. The Pledgor, as record owner of
the Option Shares, is entitled, prior to the occurrence of any Event of Default
and the exercise of Lender's rights hereunder, to (i) retain all cash dividends
paid on account of the Option Shares, (ii) exercise all voting rights of the
Option Shares, and (iii) exercise all other shareholders' rights and privileges
attributable to the Option Shares, except and unless as otherwise provided
herein. The Pledgor grants to Lender an irrevocable proxy with respect to all of
the Option Shares. This irrevocable proxy provides Lender with the right, upon
an Event of Default, to exercise all rights, powers, and authority of the
Pledgor with respect to the Stock for purposes of calling or convening meetings
of Cerprobe Corporation, voting the Option Shares, and exercising any other
rights with respect to the Option Shares. The rights being transferred from the
Pledgor to Lender pursuant to this irrevocable proxy are acquired by Lender to
the fullest extent permitted by the laws or regulations governing the rights and
powers of stockholders of a Delaware corporation. Pledgor agrees that this
irrevocable proxy is coupled with an interest. Pledgor irrevocably makes,
constitutes, and appoints Lender, or any of its officers, the true and lawful
attorney for Pledgor with full power of substitution, coupled with an interest,
to execute in the name of Pledgor any documents necessary to effectuate this
irrevocable proxy. This irrevocable proxy shall remain in full force and effect
until satisfaction in full of the Secured Obligations.

         3. ADJUSTMENTS. As additional security for the Secured Obligations,
Pledgor grants to Lender a security interest in all securities, money, funds, or
other property received by Pledgor on account of, or in exchange for, the Option
Shares whether as a result of any share dividend, share split, reclassification,
merger or consolidation, reorganization, or otherwise and agrees to promptly
pledge and deliver such securities, together with the appropriate certificates
and stock powers endorsed in blank to Lender.

         4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. Pledgor
represents, warrants, and covenants to Lender, which representations,
warranties, and covenants will survive the execution and delivery of this
Agreement, as follows:

                  (a) The execution, delivery, and performance of this Agreement
         will not conflict with any order, writ, injunction, or decree of any
         court or arbitrator presently in effect having applicability to
         Pledgor, or with any agreement to which Pledgor is a party that
         prohibits or would be violated by the execution and carrying out of
         this Agreement.

                  (b) Pledgor owns the Option Shares free and clear of all liens
         and encumbrances (other than those granted to Lender) and there are no
         other restrictions on the transfer or sale of any of the Option Shares,
         except as disclosed on the Certificate(s).

         5. RELEASE OF SECURITY INTEREST. Upon satisfaction in full of the
Secured Obligations, Lender agrees to promptly cancel all Stock Powers with
respect to the Certificate(s), release its security interest in the Option
Shares, and deliver all of the Certificate(s) to Pledgor.

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         6. DEFAULT. The occurrence of an Event of Default (as defined in the
Note), shall constitute an "Event of Default" hereunder. Upon the occurrence and
continuation of such an Event of Default, the Lender shall have all rights and
remedies provided by law, including without limitation, those under the Uniform
Commercial Code as adopted in Arizona ("UCC"), and may sell the Option Shares in
any manner that is not inconsistent with the provisions of the UCC. These rights
shall be in addition to other remedies now or hereafter existing at law or in
equity including, without limitation, Lender's right, at its discretion, to
retain the Option Shares. Any failure or delay by Lender to exercise any right
under this Agreement shall not be construed as a waiver of the right to exercise
the same or any other right at any time.

         7. SUCCESSORS AND ASSIGNS. The terms and provisions of this Agreement
will bind and inure to the benefit of the respective heirs, successors, and
assigns of the parties.

         8. CONTROLLING LAW; SEVERABILITY. The various provisions of this
Agreement will be construed under, and the respective rights and obligations of
the parties will be determined with reference to, the laws of the State of
Arizona (without giving effect to conflict of laws principles). If and to the
extent that any court of competent jurisdiction holds any provision (or any part
thereof) of this Agreement to be invalid, such holding will in no way affect the
validity of the remainder of this Agreement.

         9. WAIVER OF JURY TRIAL; CONSENT TO VENUE. Pledgor and Lender, after
consulting, or having had the opportunity to consult, with counsel, knowingly,
voluntarily, and intentionally waive any right either of them may have to a
trial by jury in any litigation based upon or arising out of this Agreement or
any related instrument or agreement, or any of the transactions contemplated by
this Agreement, or any course of conduct, dealing, statements (whether oral or
written), or actions of either of them. Neither Pledgor nor Lender shall seek to
consolidate, by counterclaim or otherwise, any action in which a jury trial has
been waived with any other action in which a jury trial cannot be or has not
been waived. In the event of a dispute under this Agreement, the parties agree
that exclusive jurisdiction and venue lies in a court of competent jurisdiction
in Maricopa County, Arizona. These provisions shall not be deemed to have been
modified in any respect or relinquished by either the Pledgor or Lender except
by a written instrument executed by each of them.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first set forth above.

LENDER:                                              PLEDGOR:

CERPROBE Corporation,                                _______________________
a Delaware corporation

By:____________________________                      By:____________________
         Randal L. Buness
         Secretary


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                             SECURED PROMISSORY NOTE


                                                                Phoenix, Arizona
                                                                 August 24, 1999
$____________

1.       FUNDAMENTAL PROVISIONS.

         The following terms will be used as defined terms in this Secured
Promissory Note ("Note"):

<TABLE>
<S>                                         <C>
         Lender:                            Cerprobe Corporation, a Delaware corporation.

         Borrower:                          ___________________

         Principal Amount:                  _____________________ ($___________).

         Interest Rate:                     Six percent (6%) per annum.

         Default
         Interest Rate:                     Ten percent (10%) per annum above the Interest Rate.

         Maturity Date:                     August 24, 2002.

         Business Day:                      Any day of the year other than Saturdays, Sundays and legal holidays.

         Loan:                              The loan from Lender to Borrower in the Principal Amount and
                                            evidenced by this Note.

         Loan Documents:                    The Note, the Stock Pledge Agreement and any other documents securing
                                            the repayment of the Note.

         Option Shares:                     The shares of Cerprobe Corporation Common Stock held by the Lender as
                                            security for this Loan, as specified in the Stock Pledge Agreement.

         Stock Pledge Agreement:            That certain Stock Pledge Agreement of this same date between
                                            Borrower, as pledgor, and Lender, as pledgee.
</TABLE>


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2.       PROMISE TO PAY.

         For value received, Borrower promises to pay to the order of Lender, at
         its office at 1150 North Fiesta Boulevard, Gilbert, Arizona, 85233, or
         at such other place as the Lender may from time to time designate in
         writing, the Principal Amount, together with accrued interest from the
         date of disbursement on the unpaid principal balance at the Interest
         Rate.

3.       INTEREST; PAYMENTS.

         (a)      Absent an Event of Default hereunder or under the Stock Pledge
                  Agreement, the Principal Amount shall bear interest at the
                  Interest Rate. Throughout the term of this Note, interest
                  shall be computed by applying the ratio of the annual interest
                  rate over a year of 365 days, multiplied by the outstanding
                  principal balance, multiplied by the actual number of days the
                  principal balance is outstanding.

         (b)      All payments of principal and interest due hereunder shall be
                  made (i) without deduction of any present and future taxes,
                  levies, imposts, deductions, charges, or withholdings, which
                  amounts shall be paid by Borrower, and (ii) without any other
                  set off. Borrower will pay the amounts necessary such that the
                  gross amount of the principal and interest received by the
                  Lender is not less than that required by this Note.

         (c)      The entire unpaid principal balance, all accrued interest and
                  any other amounts payable hereunder shall be paid in full on
                  or before the Maturity Date.

4.       PREPAYMENT.

                  Borrower may prepay the Loan, in whole or in part, at any time
                  without penalty or premium.

5.       LAWFUL MONEY.

         Principal and interest are payable in lawful money of the United States
         of America.

6.       APPLICATION OF PAYMENTS/LATE CHARGE/DEFAULT INTEREST.

         (a)      Unless otherwise agreed to, in writing, or otherwise required
                  by applicable law, payments will be applied first to accrued,
                  unpaid interest, then to principal, and any remaining amount
                  to any unpaid collection costs, late charges, and other
                  charges, provided, however, upon delinquency or other


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                  default, Lender reserves the right to apply payments among
                  principal, interest, late charges, collection costs, and other
                  charges at its discretion. All prepayments shall be applied to
                  the indebtedness owing hereunder in such order and manner as
                  Lender may from time to time determine in its sole discretion.

         (b)      If any payment of interest and/or principal is not received by
                  the holder hereof when such payment is due, then in addition
                  to the remedies conferred upon the holder hereof pursuant to
                  this Note, a late charge of five percent of the amount of the
                  regularly scheduled payment or $25.00, whichever is greater,
                  up to the maximum amount of $1,500.00 per late charge will be
                  added to the delinquent amount to compensate the holder hereof
                  for the expense of handling the delinquency for any payment
                  past due in excess of ten days, regardless of any notice and
                  cure periods.

         (c)      Upon the occurrence of an Event of Default, including the
                  failure to pay upon final maturity, Lender, at its option, may
                  also, if permitted under applicable law, do one or both of the
                  following: (i) increase the applicable Interest Rate on this
                  Note to the Default Interest Rate, and (ii) add any unpaid
                  accrued interest to principal and such sum will bear interest
                  therefrom until paid at the rate provided in this Note
                  (including any increased rate). The interest rate will not
                  exceed the maximum rate permitted by applicable law.

7.       SECURITY.

         This Note is secured by the Stock Pledge Agreement, which creates a
         lien on that certain stock described therein.

8.       EVENT OF DEFAULT.

         The occurrence of any of the following shall be deemed to be an event
         of default ("Event of Default") hereunder:

         (a)      default in the payment of principal or interest when due
                  pursuant to the terms hereof and the expiration of five days
                  after written notice of such default from Lender to Borrower;

         (b)      if the Borrower is an employee of the Lender, the Borrower's
                  termination of employment with "Cause" or the Borrower's
                  voluntary resignation without "Good Reason" as such terms are
                  defined in Section 9 below;

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         (c)      if the Borrower is a non-employee director of the Company, the
                  Borrower's ceasing to provide services as a director to the
                  Company;

         (d)      if Borrower sells, gifts, transfers, or assigns the Option
                  Shares in anyway; or

         (e)      an event of default under the Stock Pledge Agreement.

9.       DEFINITION OF CAUSE AND GOOD REASON

         (a)      Cause. For purposes of this Loan, a termination of employment
                  for "Cause" means a termination of employment resulting from a
                  determination by the Lender that the Borrower has: (i) been
                  convicted of a felony involving dishonesty, fraud, theft, or
                  embezzlement; (ii) repeatedly failed or refused, in a material
                  respect, to follow reasonable policies or directives
                  established by the Lender and after written notice thereof
                  from the Lender, and a reasonable opportunity by the Borrower
                  to cure such failures or refusals after having been given
                  reasonable written notice of such failures or refusals; (iii)
                  willfully and persistently failed to attend to the material
                  duties or obligations imposed upon Borrower after reasonable
                  written notice from the Lender and a reasonable opportunity by
                  the Borrower to cure such failure; (iv) performed an act or
                  failed to act, which, if the Borrower were prosecuted and
                  convicted, would constitute a felony involving $1,000 or more
                  of money or property of the Lender, or (v) intentionally
                  misrepresented or concealed a material fact for purposes of
                  securing employment with the Lender.

         (b)      Good Reason. For purposes of this Loan, a termination of
                  employment for "Good Reason" means any of the following
                  events: (i) the assignment to the Borrower of any duties that
                  are inconsistent with, or the reduction of powers or functions
                  associated with, the Borrower's position, duties, or
                  responsibilities with the Lender, or an adverse change in the
                  Borrower's titles, authority, or reporting responsibilities,
                  or in conditions of the Borrower's employment, (ii) the
                  Borrower's base salary is reduced or the potential incentive
                  compensation (or bonus) to which the Borrower may become
                  entitled to at any level of performance by the Borrower or the
                  Lender is reduced, (iii) the failure of the Lender to cause
                  any successor to expressly assume and agree to be bound by the
                  terms of this Agreement, (iv) any purported termination by the
                  Lender of the Borrower's employment for grounds other than for
                  "Cause," (v) the Lender relieving the Borrower of the
                  Borrower's duties other than for "Cause," (vi) the Borrower is
                  required to relocate to an employment location that is more
                  than fifty (50) miles from Gilbert, Arizona.

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10.      REMEDIES.

         Upon the occurrence of an Event of Default, then at the option of the
         holder hereof, the entire balance of principal together with all
         accrued interest thereon, and all other amounts payable by Borrower
         under the Loan Documents shall, without demand or notice, immediately
         become due and payable. Upon the occurrence of an Event of Default (and
         so long as such Event of Default shall continue), the entire balance of
         principal hereof, together with all accrued interest thereon, all other
         amounts due under the Loan Documents, and any judgment for such
         principal, interest, and other amounts shall bear interest at the
         Default Interest Rate, subject to the limitations contained in Section
         15 hereof. No delay or omission on the part of the Lender in exercising
         any right under this Note or under any of the other Loan Documents
         hereof shall operate as a waiver of such right.

11.      WAIVER.

         Borrower, endorsers, guarantors, and sureties of this Note hereby waive
         diligence, demand for payment, presentment for payment, protest, notice
         of nonpayment, notice of protest, notice of intent to accelerate,
         notice of acceleration, notice of dishonor, and notice of nonpayment,
         and all other notices or demands of any kind (except notices
         specifically provided for in the Loan Documents) and expressly agree
         that, without in any way affecting the liability of Borrower,
         endorsers, guarantors, or sureties, the Lender may extend any maturity
         date or the time for payment of any installment due hereunder,
         otherwise modify the Loan Documents, accept additional security,
         release any person liable, and release any security or guaranty.
         Borrower, endorsers, guarantors, and sureties waive, to the full extent
         permitted by law, the right to plead any and all statutes of
         limitations as a defense.

12.      CHANGE, DISCHARGE, TERMINATION, OR WAIVER.

         No provision of this Note may be changed, discharged, terminated, or
         waived except in a writing signed by the party against whom enforcement
         of the change, discharge, termination, or waiver is sought. No failure
         on the part of the Lender to exercise and no delay by the Lender in
         exercising any right or remedy under this Note or under the law shall
         operate as a waiver thereof.

13.      ATTORNEYS' FEES.

         If this Note is not paid when due or if any Event of Default occurs,
         Borrower promises to pay all costs of enforcement and collection and
         preparation therefor, including but not limited to, reasonable
         attorneys' fees, whether or not any action or proceeding is brought to
         enforce the provisions hereof (including, without

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         limitation, all such costs incurred in connection with any bankruptcy,
         receivership, or other court proceedings (whether at the trial or
         appellate level)).

14.      SEVERABILITY.

         If any provision of this Note is unenforceable, the enforceability of
         the other provisions shall not be affected and they shall remain in
         full force and effect.

15.      INTEREST RATE LIMITATION.

         Borrower hereby agrees to pay an effective rate of interest that is the
         sum of the interest rate provided for herein, together with any
         additional rate of interest resulting from any other charges of
         interest or in the nature of interest paid or to be paid in connection
         with the Loan, including, without limitation, any other fees to be paid
         by Borrower pursuant to the provisions of the Loan Documents. Lender
         and Borrower agree that none of the terms and provisions contained
         herein or in any of the Loan Documents shall be construed to create a
         contract for the use, forbearance, or detention of money requiring
         payment of interest at a rate in excess of the maximum interest rate
         permitted to be charged by the laws of the State of Arizona. In such
         event, if any holder of this Note shall collect monies which are deemed
         to constitute interest which would otherwise increase the effective
         interest rate on this Note to a rate in excess of the maximum rate
         permitted to be charged by the laws of the State of Arizona, all such
         sums deemed to constitute interest in excess of such maximum rate
         shall, at the option of the Lender, be credited to the payment of other
         amounts payable under the Loan Documents or returned to Borrower.

16.      HEADINGS.

         Headings at the beginning of each numbered section of this Note are
         intended solely for convenience and are not part of this Note.

17.      CHOICE OF LAW.

         This Note shall be governed by and construed in accordance with the
         laws of the State of Arizona without giving effect to conflict of laws
         principles.

18.      INTEGRATION.

         The Loan Documents contain the complete understanding and agreement of
         the Lender and Borrower and supersede all prior representations,
         warranties, agreements, arrangements, understandings, and negotiations.


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19.      BINDING EFFECT.

         The Loan Documents will be binding upon, and inure to the benefit of,
         the Lender, Borrower, and their respective successors and assigns.
         Borrower may not delegate its obligations under the Loan Documents.

20.      TIME OF THE ESSENCE.

         Time is of the essence with regard to each provision of the Loan
Documents as to which time is a factor.

21.      SURVIVAL.

         The representations, warranties, and covenants of the Borrower in the
         Loan Documents shall survive the execution and delivery of the Loan
         Documents and the making of the Loan.




BORROWER:

By:     __________________
Name:   __________________
Title:  __________________


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