SUPPLY AGREEMENT



THIS SUPPLY AGREEMENT (this  "Agreement") is made and entered into as of June 2,
1997,  by and  among  UPSYS,  a  corporation  formed  under  the laws of  France
("Manufacturer"),  UPSYS-CERPROBE,  L.L.C., an Arizona limited liability company
("Purchaser" or "Company"),  and CERPROBE  CORPORATION,  a Delaware  Corporation
("Cerprobe").

                                    RECITALS

A.       Purchaser  was formed by  Manufacturer  and  Cerprobe,  pursuant  to an
         operating  agreement  signed on  February  12,  1997,  (the  "Operating
         Agreement"), to engage exclusively in the assembly, testing, repair and
         sale to  Manufacturer  of all  versions  of the Upsys  Cobra Probe (the
         "Products")  based on the Upsys  Technology,  as defined below, and its
         component parts ("Product  Components") as more specifically  described
         in Exhibit A, which may be updated or amended from time to time.

B.       Manufacturer is engaged in, among other things, the design, engineering
         and  manufacture of the Products,  involving  certain UPSYS  technology
         described in the Operating Agreement (the "Upsys Technology").

C.       The Products consist of three main Product  Components:  (i) the probes
         formed in an arc, (ii) space  transformers  and (iii)  printed  circuit
         boards, used in probing semiconductor wafers.

D.       Manufacturer and Purchaser desire that Purchaser  assemble the Products
         and act as the exclusive  assembly and repair facility for the Products
         in the Territory (as hereinafter defined), and that Manufacturer supply
         Purchaser  with the Product  Components,  the first  complete  Products
         (i.e., a complete set of cards),  training and engineering,  all as set
         forth in this Agreement.

E.       Manufacturer  and Purchaser  also desire that  Purchaser be granted the
         right to distribute the Products  exclusively to Manufacturer  and that
         Purchaser,  concurrently  with the execution of this Supply  Agreement,
         enter into a  distribution  agreement  with Cerprobe and  Manufacturer,
         whereby  Manufacturer  shall grant to Cerprobe the  exclusive  right to
         distribute   the   Products  in  the   Territory   (the   "Distribution
         Agreement").  A copy  of the  Distribution  Agreement  is  attached  as
         Exhibit B.
<PAGE>
                                    AGREEMENT


NOW,  THEREFORE,  in  consideration  of the premises and of the mutual covenants
herein contained, the parties hereto agree as follows:

1.       Appointment of Purchaser;  Assembly,  Testing,  Maintenance  and Repair
         Facilities and Distribution.

         (a)      Subject to and in accordance  with the terms and conditions of
                  this Agreement,  Manufacturer hereby appoints Purchaser as its
                  Exclusive  (as  defined  below  in  this  section)  authorized
                  assembly   and  repair   facility  for  the  Products  in  the
                  Territory,   as  defined  below.   Purchaser  shall  establish
                  assembly  and  repair   facilities   initially  in  Cerprobe's
                  facility in Arizona.

         (b)      Subject to and in accordance  with the terms and conditions of
                  this Agreement,  Manufacturer hereby appoints Purchaser as its
                  Exclusive  authorized  assembly  and repair  facility  for the
                  Products in the Asian  Territory,  as defined  below,  through
                  March  31,  1998.  The  continuation  and  the  nature  of the
                  assembly and repair  rights in the Asian  Territory  beginning
                  April  1,  1998  and   thereafter   shall  be   determined  by
                  Manufacturer  prior to such date taking into consideration the
                  Company's production capacity and Cerprobe's sales performance
                  in the Asian Territory.

         (c)      Subject to and in accordance  with the terms and conditions of
                  this   Agreement   and   the   Distribution   Agreement:   (i)
                  Manufacturer  grants  Purchaser the right to sell the Products
                  exclusively  to  Manufacturer,  (ii)  for  its  needs  in  the
                  Territory,    Manufacturer   agrees   to   purchase   Products
                  exclusively from Purchaser,  and (iii) Manufacturer  agrees to
                  purchase  from  Purchaser  all  Products  ordered by  Cerprobe
                  pursuant  to  the  Distribution  Agreement  and  assembled  or
                  purchased  by   Purchaser.   Pursuant  to  the  terms  of  the
                  Distribution  Agreement,  the parties agree that  Manufacturer
                  will  grant to  Cerprobe  the  Exclusive  right to  distribute
                  Products in the Territory.

         (d)      During  the term of this  Agreement,  Manufacturer  shall  not
                  directly or indirectly enter into any agreement or arrangement
                  other than this Agreement and the  Distribution  Agreement for
                  the assembly,  repair,  or distribution of the Products in the
                  American Territory,  nor shall Manufacturer  establish its own
                  facilities  to  provide  such  services,   or  itself  conduct
                  assembly,  repair  or  distribution  activities,   within  the
                  Territory.  Manufacturer shall further refer, and cause all of
                  its  employees,  agents,  and  representatives  to  refer,  to
                  Purchaser  or Cerprobe  all persons  and  entities  within the
                  American  Territory that require or request repair or assembly
                  and distribution, respectively, of Products.
                                      -2-
<PAGE>
         (e)      During the term of this Agreement, depending on Manufacturer's
                  decision  under  Section  1(b) above,  Manufacturer  shall not
                  directly   or   indirectly   enter  into  any   agreement   or
                  arrangement,  other than this  Agreement and the  Distribution
                  Agreement,  for the assembly,  repair or  distribution  of the
                  Products in the Asian  Territory or to provide  such  services
                  for   customers   within  the  Asian   Territory,   nor  shall
                  Manufacturer  establish  its own  facilities  to provide  such
                  services,  or itself conduct assembly,  repair or distribution
                  activities,  within the Asian  Territory.  Manufacturer  shall
                  further  refer,  and cause all of its  employees,  agents  and
                  representatives to refer, to Purchaser or Cerprobe all persons
                  and  entities  within  the Asian  Territory  that  require  or
                  request repair or assembly and distribution,  respectively, of
                  Products.

         (f)      For the  purposes of this  Agreement,  "Exclusive"  shall mean
                  that  Manufacturer will not knowingly permit the establishment
                  of  an  assembly,   testing  or  repair  facility  other  than
                  Purchaser or a distributor other than Cerprobe in the American
                  and Asian  Territories,  as defined below.  In conformity with
                  U.S. and other applicable national or international anti-trust
                  laws,  Manufacturer  does not guarantee  that there will be no
                  competition with Purchaser from third parties.

2.       Territory.  The  "American  Territory"  is defined for purposes of this
         Agreement  as the  United  States  of  America  (including  territories
         thereof),  and the "Asian Territory" as South Korea, Japan,  Singapore,
         Malaysia and Taiwan. The American Territory and the Asian Territory are
         collectively referred to as the "Territory."

3.       Supply by Manufacturer.

         (a)      Manufacturer  shall exclusively be responsible for the design,
                  engineering  and  manufacture  of  the  Products  and  Product
                  Components.  For each initial order for a customer,  Purchaser
                  shall order and Manufacturer  shall provide an initial example
                  of the  assembled  Product to  Purchaser  (the  "First  Set").
                  Purchaser  shall then be  responsible  for the assembly of the
                  Products in conformity with the First Set.

         (b)      Certain  elements of the Products and Product  Components  (in
                  particular,  the custom  designed space  transformers  and the
                  printed  circuit  boards) may be provided to  Manufacturer  by
                  Cerprobe   or  other   suppliers,   or  may  be   provided  to
                  Manufacturer  by the  customers  as agreed to by  Manufacturer
                  after consultation with Cerprobe on a case-by-case basis.

         (c)      Subject to Sections  1(b) and 1 (d) above,  the  provisions of
                  the Distribution Agreement, and applicable antitrust rules and
                  regulations, Manufacturer will not sell or supply the Products
                  or  Product  Components  to any person or entity  (other  than
                  Purchaser or  Cerprobe)  located in the  Territory  or, to the
                  best of its  knowledge,  to 
                                      -3-
<PAGE>
                  a person or entity  (other than  Purchaser or  Cerprobe)  that
                  intends to ship them into the Territory for sale.

         (d)      Manufacturer  agrees to provide  improvements  on the Products
                  and  manufacturing  process to Purchaser  from time to time in
                  function of the evolution of the Upsys Technology.

4.       Tooling and Equipment.  Manufacturer  shall also supply  Purchaser with
         all tooling and  equipment  agreed to between the parties as reasonably
         necessary  for  Purchaser  to  perform  its   obligations   under  this
         Agreement,  including,  but not limited  to, the tooling and  equipment
         described  in Exhibit C (the "Upsys  Equipment").  The Upsys  Equipment
         shall be either  purchased or leased by Purchaser from  Manufacturer at
         the prices and rates set forth in  Exhibit  C. The  parties  agree that
         such  prices  and  rates  will be  reviewed  annually  on the  basis of
         currency  fluctuations,  inflation,  changes in prices  and  changes in
         interest and leasing rates.

5.       Ordering Procedures, Delivery and Acceptance.

         (a)      Ordering  Procedures.  All orders  for  Products  and  Product
                  Components  pursuant to this Agreement shall be subject to the
                  terms and conditions  set forth in Exhibit D,  notwithstanding
                  any other terms specified in any purchase order.

         (b)      Delivery.  Manufacturer  will use its best  efforts to deliver
                  Products and Product Components to Purchaser's  carrier at the
                  Manufacturing  Facilities  (as  defined  below)  on the  dates
                  requested by Purchaser as set forth in any purchase orders.

         (c)      Firm Orders. All purchase orders are firm. Should any purchase
                  orders change after acceptance  thereof by  Manufacturer,  any
                  and all costs  related to such  change in the  purchase  order
                  shall be at Purchaser's expense.

         (d)      Acceptance. Once accepted, Products and Product Components may
                  not be  returned or  exchanged  except in such cases and under
                  such terms and  conditions as set forth in Article 15 or under
                  the terms and  conditions of Section  10.3(b) of the Operating
                  Agreement.

6.       Purchase Price.

         (a)      Product Component Pricing. The purchase price for Products and
                  Product  Components  shall be as set forth in  Exhibit  A. The
                  parties  agree  that the prices set forth in Exhibit A will be
                  reviewed  annually  on the  basis  of  currency  fluctuations,
                  increases  in  inflation  and change in any of the  applicable
                  price   indexes  for  raw   materials   used  in  the  Product
                  Components.  Manufacturer  shall notify Purchaser of the price
                  revisions  forty-five days (45) prior to the implementation of
                  such  revisions.  
                                      -4-
<PAGE>
                  Any change in the  purchase  price  shall only apply to orders
                  received  by  Manufacturer  following  lapse  of  such  45-day
                  notification period.

         (b)      First Set  Price.  The price of the First Set of each  Product
                  shall  be  determined  by  Manufacturer  upon  request  for  a
                  quotation by Purchaser.

         (c)      Shipping Costs. The purchase prices established  hereunder for
                  Products  and  Product  Components  are and shall be prices EX
                  WORKS as defined in the  INCOTERMS  1990 (except that delivery
                  will occur when  Purchaser's  carrier takes  possession of the
                  goods)  from any of  Manufacturer's  manufacturing  facilities
                  whether in Corbeil,  France or otherwise  (the  "Manufacturing
                  Facilities").  All  Products and Product  Components  shall be
                  packaged  by  Manufacturer   for  shipment  by  a  carrier  of
                  Purchaser's  choice. All Products and Product Components shall
                  be  packaged  by  Manufacturer  as  necessary  for  protection
                  against  damage  during  shipping and  handling.  All costs of
                  preservation,  waterproofing or other special  packaging shall
                  be paid by Purchaser.  All charges incurred  subsequent to the
                  delivery of  Products  and Product  Components  for  shipment,
                  including without  limitation,  freight,  insurance,  customs,
                  duties,  demurrage  charges and  turnover,  sales,  excise and
                  other foreign,  federal,  state or local taxes, shall be borne
                  by Purchaser or, if paid or incurred by Manufacturer, shall be
                  reimbursed  by  Purchaser to  Manufacturer  including a twenty
                  percent (20%) additional fee. Purchaser will contract directly
                  with the carrier to pay all shipping costs.

         (d)      Emergency  Deliveries.   If  Purchaser,  from  time  to  time,
                  requires   emergency   delivery  of  Products  and/or  Product
                  Components, all extra costs for air freight for such emergency
                  delivery shall be borne by Purchaser.

         (e)      Payment of IBM Royalties.  Manufacturer  represents that it is
                  presently a party to an IBM technology  license agreement (the
                  "IBM Technology Agreement") and a license agreement related to
                  the French patent number  7,715,179  (the  "License")  between
                  Manufacturer and International  Business Machines  Corporation
                  ("IBM") related to the use of the Upsys  Technology and patent
                  for the manufacture and sale of the Products, and Manufacturer
                  is required to pay IBM royalties (the "IBM  Royalties") as set
                  forth in  Exhibit  E. The IBM  Royalties  shall be paid in the
                  following manner:

                  (i)      Manufacturer  shall be responsible for the payment to
                           IBM of all  IBM  Royalties  relating  to the  sale of
                           Products,  Product Components,  and related goods and
                           services   pursuant   to   this   Agreement   or  the
                           Distribution  Agreement,  and,  as among the  parties
                           hereto,  Manufacturer  shall  be  solely  responsible
                           (without  right of  reimbursement)  for IBM Royalties
                           due on the  selling  price of  Products  and  Product
                           Components sold by Manufacturer to Purchaser pursuant
                           to this Agreement (the "Upsys Selling Price");
                                      -5-
<PAGE>
                  (ii)     Purchaser  will  reimburse  Manufacturer  for the IBM
                           Royalties due on or arising from:  (1) the difference
                           between the Upsys Selling Price and the selling price
                           of  the  assembled  Products  sold  by  Purchaser  to
                           Manufacturer for distribution  under the Distribution
                           Agreement,  (2) the  difference  between  the selling
                           price of the assembled  Products sold by Purchaser to
                           Manufacturer  and the selling  price of the  Products
                           from  Manufacturer  to Cerprobe,  and (3)  associated
                           non-warranty   repair   services  from  Purchaser  to
                           Cerprobe  for  distribution  under  the  Distribution
                           Agreement.  Purchaser will make such reimbursement of
                           IBM   Royalties  to   Manufacturer   within  15  days
                           following  invoice  therefor  by  Manufacturer.  Such
                           invoices  shall be submitted  to Purchaser  within 15
                           days following the end of each quarter,  and shall be
                           accompanied by supporting documentation.

7.       Payment for Product Components. Except as otherwise expressly agreed in
         writing by the parties,  payment for  Products  and Product  Components
         shall  be made in  United  States  dollars,  calculated  at the  French
         Franc/US  Dollar  exchange  rate,  as reflected in the French  "Journal
         Officiel"  for the date of  acceptance  of the  purchase  order,  in an
         amount  adequate  to  cover  the full  purchase  price  plus all  other
         charges, if any, incurred by Manufacturer for the account of Purchaser,
         and such  payment  shall be due and payable in full within  thirty (30)
         days after the date the Products and Product Components were put at the
         disposal of Purchaser's  carrier.  Any late payments will bear interest
         at a rate of twelve percent (12%) per annum.

8.       Title and Risk of Loss.  Title and risk of loss to Products and Product
         Components shall pass to Purchaser upon delivery to Purchaser's carrier
         at  the  Manufacturing   Facilities.   If  Manufacturer  delays  in  so
         delivering  the  Products  or the  Product  Components  to  Purchaser's
         carrier, due to any action or request of Purchaser, Purchaser shall pay
         all reasonable  storage and insurance charges incurred by Manufacturer.
         Purchaser agrees to indemnify and hold Manufacturer  harmless for, from
         and  against  any and all  loss of or  damage  to the  Products  or the
         Product Components sustained while risk of loss remains upon Purchaser.
         Manufacturer  agrees to indemnify and hold Purchaser harmless for, from
         and  against  any and all loss of or damage to  Products or the Product
         Components sustained while risk of loss remains upon Manufacturer.

9.       Representations, Warranties and Covenants by Manufacturer. Manufacturer
         represents and warrants to Purchaser and Cerprobe as follows:

         (a)      Generally.  Manufacturer  is  a  corporation  duly  organized,
                  validly  existing  and in  good  standing  under  the  laws of
                  France,  with the full right,  power and authority,  corporate
                  and otherwise,  to design,  manufacture  and sell the Products
                  and Product Components to Purchaser  according to the terms of
                  this   Agreement   and  to  carry  on  its   business  in  all
                  jurisdictions  and countries as it is now being  conducted and
                  as  
                                      -6-
<PAGE>
                  intended to be conducted in the performance of this Agreement.
                  The  execution  and  delivery  of this  Agreement,  the timely
                  consummation of the transactions  contemplated  hereby and the
                  complete and timely  fulfillment of the terms hereof have been
                  duly and validly  authorized  by all  necessary  action on the
                  part of  Manufacturer,  and  this  Agreement  constitutes  the
                  legal,  valid and binding  obligation of  Manufacturer,  fully
                  enforceable against Manufacturer in the United States. Neither
                  the  execution   and  delivery  of  this   Agreement  nor  the
                  consummation  of the  transactions  contemplated  hereby  will
                  conflict  with,  violate  or result in a breach of or  default
                  under  (with or without the giving of notice or the passage of
                  time, or both): (i) the  incorporation  documents or corporate
                  by-laws or  regulations  of  Manufacturer;  (ii) any  license,
                  instrument,  contract or agreement to which  Manufacturer is a
                  party or by which  Manufacturer  is  bound;  or (iii) any law,
                  order, rule,  regulation,  writ,  injunction or decree that is
                  applicable to Manufacturer.

         (b)      Intellectual  Property.  Manufacturer  holds the rights to use
                  all patents,  trade secrets,  information,  proprietary rights
                  and  processes  necessary  for  the  manufacture  and  sale to
                  Purchaser of the Products and Product  Components  as provided
                  in this Agreement, without, to the best of its knowledge after
                  due inquiry,  any conflict with or  infringement of the rights
                  of others.  Manufacturer  has not received any written  notice
                  alleging that  Manufacturer has violated or, by selling any of
                  the Products or Product Components, would violate any patents,
                  trade secrets or other  proprietary or  intellectual  property
                  rights of any other person or entity. However, Manufacturer is
                  not the  registered  owner of the "Cobra"  trademark  or trade
                  name and does not  make any  representations  concerning  this
                  trademark or trade name.

         (c)      No  Others  Authorized  in  Territory.  Manufacturer  has  not
                  licensed or authorized  any other  entities  doing business in
                  the Territory to assemble,  repair or distribute Products, nor
                  shall  Manufacturer  do so during the term of this  Agreement,
                  subject to Article 1 (b) above.

10.      Representations and Warranties by Purchaser.

         (a)      Generally.  Purchaser  represents and warrants to Manufacturer
                  that  (i)  Purchaser  is  a  limited  liability  company  duly
                  organized,  validly  existing and in good  standing  under the
                  laws of the State of Arizona,  with the full right,  power and
                  authority,  corporate and  otherwise,  to engage in any lawful
                  business in accordance with the Operating Agreement, including
                  the purchase of the Products and the Product  Components under
                  the terms of this  Agreement,  and to carry on its business in
                  all  jurisdictions  and countries as it is now being conducted
                  and as intended to be  conducted  in the  performance  of this
                  Agreement,  (ii) the execution and delivery of this  Agreement
                  the  timely  consummation  of  the  transactions  contemplated
                  hereby and the  complete and timely  fulfillment  of the terms
                  hereof have been duly and validly  authorized by all necessary
                  action on the part of Purchaser  and its  Members,  
                                      -7-
<PAGE>
                  (iii) this Agreement  constitutes the legal, valid and binding
                  obligation of Purchaser,  fully enforceable  against Purchaser
                  in accordance  with its terms,  and (iv) neither the execution
                  and delivery of this  Agreement,  nor the  consummation of the
                  transactions  contemplated hereby, will conflict with, violate
                  or result in a breach of or default under (with or without the
                  giving of notice or the  passage  of time,  or both):  (A) the
                  incorporation  documents or Operating Agreement or regulations
                  of  Purchaser;  (B)  any  license,  instrument,   contract  or
                  agreement to which  Purchaser is a party or by which Purchaser
                  is  bound;  or (C) any law,  order,  rule,  regulation,  writ,
                  injunction or decree that is applicable to Purchaser.

11.      Duties of Manufacturer.

         (a)      Indemnification.  Manufacturer agrees to indemnify, defend and
                  hold  Purchaser,   Cerprobe,   and  its  and  their  officers,
                  directors,  employees,  agents and  representatives  (each, an
                  "Indemnitee")  harmless  for,  from  and  against  any and all
                  damages, losses, liabilities (absolute and contingent), fines,
                  penalties, costs and expenses,  including, without limitation,
                  reasonable  attorney's  fees and costs and expenses  incurred,
                  ("Damages")  with  respect  to or arising  out of any  demand,
                  claim,  proceeding,  action and/or cause of action that any of
                  the  Indemnitees  may  suffer or incur by reason of or arising
                  out  of  (i)  the   inaccuracy   or  untruth  of  any  of  the
                  representations  or  warranties of  Manufacturer  contained in
                  this  Agreement,  (ii) any claim by any third party in respect
                  to  infringement  of the  intellectual  property rights of any
                  third  party   arising   out  of  the   design,   manufacture,
                  distribution  or  sale  of  any  of the  Products  or  Product
                  Components.

         (b)      Indemnification  Limitations.  The indemnification  obligation
                  set forth above is limited by the following:

                  (i)      The  Indemnitee  shall  notify   Manufacturer  within
                           thirty (30) days of: (i) its receiving  actual notice
                           of a demand,  claim,  proceeding,  action or cause of
                           action from a third party, or (ii) in any other case,
                           its  becoming  aware  of  (or,  in  the  case  of any
                           Indemnitee  that  is  not  a  natural   person,   its
                           executive officers or supervisory  personnel becoming
                           aware  of) a  potential  demand,  claim,  proceeding,
                           action or cause of action  (provided that the failure
                           to notify Manufacturer shall in no case prejudice the
                           rights of an Indemnitee  under this Agreement  unless
                           Manufacturer  shall be prejudiced by such failure and
                           then  only  to  the  extent   Manufacturer  has  been
                           prejudiced  by  such  failure).   Manufacturer  shall
                           solely  determine  whether  or not to  settle a given
                           claim  (provided that  Manufacturer  shall obtain the
                           consent of Cerprobe to settlement of any  nonmonetary
                           claim against  Cerprobe or its  officers,  directors,
                           employees, agents or representatives).
                                      -8-
<PAGE>
                  (ii)     Manufacturer  shall  be  solely  responsible  for the
                           defense  of its  Intellectual  Property  Rights,  and
                           Purchaser  shall  provide  all  reasonably  requested
                           support to Manufacturer.

                  (iii)    The above indemnification obligation shall only apply
                           to  the  extent  the  Product   Components  were  not
                           modified by Purchaser.

                  (iv)     The  above  indemnification  does  not  apply  if the
                           Products or Product  Components  are used or combined
                           with another item by the  Indemnitee  and such use or
                           combination is not permitted by this Agreement and is
                           what gives rise to the infringement.

                  (v)      The  above  indemnification  does  not  apply  to any
                           Damages  that  arise   subsequent   to  a  demand  by
                           Manufacturer  for the Indemnitee to cease delivery of
                           a  particular  Product  or Product  Component,  or to
                           begin delivery of a non-infringing substitute.

                  (vi)     Manufacturer's   indemnification   obligation   shall
                           terminate   with   respect  to  any  demand,   claim,
                           proceeding,  action or cause of  action  for which an
                           Indemnitee has not given notice  hereunder within (A)
                           in the case of clause (i) of Section  11(a),  2 years
                           following the  termination  of this Agreement for any
                           reason,  or (B) in the case of clause (ii) of Section
                           11(a),   the  expiration  of  all  applicable   legal
                           statutes of limitations and similar laws.

         (c)      Intellectual   Property  Rights.   During  the  term  of  this
                  Agreement,   Manufacturer   shall   maintain  its   registered
                  trademarks,  as listed in  Exhibit F, and shall not act in any
                  way  as to  invalidate  or  render  unenforceable  any  of its
                  trademarks,   trade  names,  license  and  other  intellectual
                  property  used in  conjunction  with the  Products and Product
                  Components in the Territory  ("Intellectual  Property Rights")
                  and shall use its commercially  reasonable  efforts to enforce
                  infringement  by  third  parties  in the  American  and  Asian
                  Territories,  under the terms  provided  in  Article  12(d)(3)
                  hereof.

         (d)      Training;  Instructions;  Demonstrations.  Following  the date
                  hereof,  Manufacturer  shall make readily  available  detailed
                  assembly and repair  instructions  and  demonstrations  of the
                  Products  and  Product  Components  to  Purchaser's  technical
                  assembly and repair staff as agreed to between  Purchaser  and
                  Manufacturer.   The   initial   training  to  be  provided  by
                  Manufacturer  to  Purchaser  shall be at the  cost  set  forth
                  herein on Exhibit G. Such training and demonstrations shall be
                  provided at  Manufacturer's  facilities  in  Corbeil,  France.
                  Purchaser  shall  be  responsible  for all its own  costs  and
                  expenses  incurred  by their  staff in  traveling  to and from
                  training sites. Subsequent training shall be provided with the
                  frequency  agreed to between  the  parties.  The fees for such
                  subsequent  training  shall depend upon the daily rate at such
                  time for the appropriate technician. An indication of the 1997
                  prices is  
                                      -9-
<PAGE>
                  provided  in  Exhibit G. Such  prices  are  subject to change.
                  Manufacturer shall notify Purchaser of such modifications. All
                  costs  and  expenses  incurred  by  Manufacturer's  staff  for
                  training, including travel, shall be paid for by Purchaser.

         (e)      Technical   Assistance.   Upon  the   request  of   Purchaser,
                  Manufacturer will provide Purchaser with reasonably  requested
                  prompt and timely  technical  assistance  with  respect to the
                  assembly  and repair of the  Products and the use and assembly
                  of  Product  Components  under  the  terms  agreed  to by  the
                  parties.  An  indication  of the 1997  prices is  provided  in
                  Exhibit  H. Such  prices are  subject to change.  Manufacturer
                  shall notify Purchaser of such modifications.

12.      Duties of Purchaser.

         (a)      Purchasing  Obligation.  Purchaser  is obliged,  to the extent
                  allowed under the local or  international  antitrust rules and
                  regulations,  to purchase  Products and Product  Components as
                  well as the  engineering,  design and related  tooling for the
                  Products  exclusively from  Manufacturer.  Purchaser shall not
                  distribute any products, other than the Products,  without the
                  express written approval of Manufacturer.

         (b)      Reporting.  Within thirty (30) days  following the end of each
                  calendar  quarter,  Purchaser shall provide  Manufacturer with
                  assembly and repair performance data for the previous quarter,
                  and projections for the following quarter, such projections to
                  include the  reasonably  expected  volume of future  orders of
                  Product  Components.  None of such projections shall be deemed
                  purchase orders or commitments, nor shall the Company have any
                  liability for failure to meet any such projections.

         (c)      Intellectual Property Rights.

                  (i)      Purchaser  agrees  that,  except  as is  specifically
                           provided herein, it will not, directly or indirectly,
                           at any  time  during  the term of this  Agreement  or
                           thereafter:  (a) represent  that it has any ownership
                           interest  in or rights to the  Intellectual  Property
                           Rights  owned  by  Manufacturer  or (b)  register  or
                           attempt to register  or use in any manner  whatsoever
                           such    Intellectual    Property   Rights,    without
                           Manufacturer's specific prior written consent.

                  (ii)     If  Purchaser  or  any of  its  directors,  officers,
                           employees or Affiliates  registers  any  Intellectual
                           Property  belonging to  Manufacturer,  Purchaser will
                           cause  the   assignment   of  such  to   Manufacturer
                           immediately upon request, and without charge.

                  (iii)    Should  Purchaser  become aware of a potential  third
                           party   infringement  of  any  of  the   Intellectual
                           Property Rights of Manufacturer, it shall immediately
                           inform   Manufacturer   who   shall,   at  its   sole
                           discretion,  determine  whether  or  
                                      -10-
<PAGE>
                           not to proceed  against such  potential  infringement
                           after consultation with the Company.

                  (iv)     Purchaser's   use  of   Manufacturer's   Intellectual
                           Property  Rights  shall be  expressly  limited to the
                           assembly, testing, maintenance,  repair, distribution
                           and sale of the Products and Product Components under
                           the terms provided in this Agreement.

                  (v)      Upon  the  termination  of  this  Agreement  for  any
                           reason,   Purchaser  shall   immediately   return  to
                           Manufacturer,   all   originals  and  any  copies  of
                           Intellectual    Property    Rights    belonging    to
                           Manufacturer   in  its   possession  or  control  and
                           immediately stop using such Intellectual Property and
                           the Upsys Technology.

         (d)      Marking of Products. Purchaser agrees that all Products may be
                  exclusively  marked  by  Manufacturer  "Upsys"  or such  other
                  marking that  Manufacturer  shall request.  Purchaser will not
                  take  action  to  mark  any  Products  with  any  trade  name,
                  trademark  or similar  marking  without  the prior  consent of
                  Manufacturer.

         (e)      Indemnification.  Purchaser  agrees to  indemnify,  defend and
                  hold  Manufacturer,  and its officers,  directors,  employees,
                  agents and  representatives  (each an  "Indemnitee")  harmless
                  for, from and against any and all damages, losses, liabilities
                  (absolute  and  contingent),   fines,  penalties,   costs  and
                  expenses, including, without limitation, reasonable attorney's
                  fees and costs  and  expenses  incurred,  with  respect  to or
                  arising out of any demand,  claim,  proceeding,  action and/or
                  cause of  action  that any of the  Indemnities  may  suffer or
                  incur by reason of or  arising  out of (i) the  inaccuracy  or
                  untruth  of  any  of  the  representations  or  warranties  of
                  Purchaser  contained in this Agreement,  (ii) any claim by any
                  third  party in respect to  infringement  of the  intellectual
                  property  rights of any third party arising  solely out of the
                  assembly,  distribution, sale or repair by Purchaser of any of
                  the  Products  or  Product   Components   in  breach  of  this
                  Agreement.

         (f)      Indemnification  Limitations.  The indemnification  obligation
                  set forth above is limited by the following:

                  (i)      The Indemnitee  shall notify  Purchaser within thirty
                           (30) days of: (A) its  receiving  actual  notice of a
                           demand,  claim,  proceeding  or  action  from a third
                           party,  or (B) in any other case,  its becoming aware
                           of (or, in the case of any  Indemnitee  that is not a
                           natural person, its executive officers or supervisory
                           personnel  becoming  aware  of) a  potential  demand,
                           claim,   proceeding,   action   or  cause  of  action
                           (provided that the failure to notify  Purchaser shall
                           in no case  prejudice  the  rights  of an  Indemnitee
                           under  this  Agreement   unless  Purchaser  shall  be
                           prejudiced  by  such  failure  and  then  only to the
                           extent   
                                      -11-
<PAGE>
                           Purchaser  has  been  prejudiced  by  such  failure).
                           Purchaser  shall solely  determine  whether or not to
                           settle a given claim  (provided that Purchaser  shall
                           obtain the consent of  Manufacturer  to settlement of
                           any  nonmonetary  claim against  Manufacturer  or its
                           officers,    directors,    employees,    agents    or
                           representatives).

                  (ii)     Purchaser's    indemnification    obligation    shall
                           terminate   with   respect  to  any  demand,   claim,
                           proceeding,  action or cause of  action  for which an
                           Indemnitee has not given notice  hereunder within (A)
                           in the case of clause (i) of Section  12(e),  2 years
                           following the  termination  of this Agreement for any
                           reason,  or (B) in the case of clause (ii) of Section
                           12(e),   the  expiration  of  all  applicable   legal
                           statutes of limitations and similar laws.

13.      Nondisclosure   and  Limited  Use  of   Confidential   and  Proprietary
         Information.

         (a)      The parties  agree  that,  except to the extent  necessary  to
                  comply with  applicable  law and  regulatory  and  supervisory
                  requirements,   each  party  shall   keep,   and  cause  their
                  respective  Affiliates  to keep,  the terms and  conditions of
                  this  Agreement  and  the  transactions  contemplated  by this
                  Agreement confidential.

         (b)      During the term of this  Agreement,  the parties  will receive
                  certain trade secrets and confidential information relating to
                  each   party's   business   and   operations    ("Confidential
                  Information").  The parties shall hold in strictest confidence
                  and not  disclose  to any third  party  any such  Confidential
                  Information  designated  in  writing  or which  by its  nature
                  should reasonably be deemed confidential.  Further, neither of
                  the  parties   shall  use  or  permit  the  use  of  any  such
                  Confidential  Information in a manner detrimental to the other
                  or in any manner  other than in  furtherance  of the  purposes
                  hereof.

         (c)      Notwithstanding  any provision in this  Agreement or a related
                  agreement to the contrary,  the parties agree that for as long
                  as this  Agreement is in force,  Purchaser  shall use the same
                  care and  discretion  (but not less than  reasonable  care and
                  discretion) to avoid disclosure,  publication or dissemination
                  of any Confidential  Information within the scope of the Upsys
                  Technology as Purchaser uses with its own similar  information
                  that  Purchaser   does  not  wish  to  disclose,   publish  or
                  disseminate.

         (d)      To  the  extent   that  they  do  not  use  the   Confidential
                  Information  of  the  parties  hereto,   information,   be  it
                  technical  or not,  concerning  the  activity of the  Company,
                  created  by an  employee  of  the  Company  or  by a  seconded
                  employee   of  one  of  the  parties   hereto,   along  or  in
                  collaboration,  are considered as information belonging to the
                  Company, and it alone.
                                      -12-
<PAGE>
         (e)      Each party shall take all necessary  measures  concerning  its
                  seconded  employees so that they abstain from  disclosing  the
                  Confidential Information of the Company.

         (f)      No  Confidential  Information  can be  exchanged  between  the
                  Company and a party  through a seconded  employee  except with
                  the  prior  agreement  of the  party to whom the  Confidential
                  Information  belongs.  The  Confidential  Information  will be
                  considered by the party which receives it as confidential  and
                  treated by such party in the manner described above.

         (g)      Notwithstanding the foregoing,  either party will be permitted
                  to make use of or disclose Confidential Information:

                  (i)      which is in or comes  into the  public  domain  other
                           than through the default of a party;

                  (ii)     which was already in the  possession of a party prior
                           to  disclosure  by the  disclosing  party  hereto  as
                           evidenced   by    documentation   in   such   party's
                           possession;

                  (iii)    which is lawfully acquired from a third party who did
                           not  obtain  it  directly  or  indirectly   from  the
                           disclosing party;

                  (iv)     which is required to be disclosed by or to a court or
                           governmental  agency,  but only to the extent and for
                           the purpose so required (it being understood that the
                           party being  required to disclose  such  Confidential
                           Information will endeavor to (but shall not be liable
                           for  failure  to)  notify  the  other  party  of such
                           requirement so that the other party may take steps to
                           legally protect its interests); and

                  (v)      with  a  party's   financial   advisors,   attorneys,
                           accountants or any other third party engaged by it to
                           the extent strictly  necessary to effect the purposes
                           and  intent of this  Agreement,  it being  understood
                           that, in the case of any such  disclosure,  the party
                           shall   previously  have  obtained  from  such  third
                           parties    satisfactory   written   undertakings   of
                           confidentiality  and either  obtained for itself from
                           such third parties or ensured that such third parties
                           have  given  to the  provider  of  such  Confidential
                           Information  written  undertakings not to disclose or
                           use such  Confidential  Information  for any  purpose
                           other than the  fulfillment  of this  Agreement,  and
                           shall  cause  such  third  parties  to  respect  such
                           undertakings.

         (h)      The parties acknowledge and agree that the unauthorized use or
                  disclosure of such Confidential  Information would constitute,
                  inter alia, an act of unfair competition 
                                      -13-
<PAGE>
                  and cause  irreparable  harm to the non disclosing  party, its
                  competitive position and goodwill, and each party acknowledges
                  responsibility  for  damages  caused  to the  others  by  such
                  unauthorized use or disclosure.

         (j)      This  obligation  of  confidentiality  shall  remain in effect
                  during  the term of this  Agreement  and for  five  (5)  years
                  thereafter.

14.      Advertising and Promotion.  Purchaser shall have the right to advertise
         and to promote the Products and Product Components by telephone,  mail,
         newspaper,  magazine,  radio, television and any other lawful means, as
         specifically  agreed to by Manufacturer  upon proposition by Purchaser.
         All use of  Manufacturer's  trade names and trademarks for the Products
         and  Product  Components,  are  subject  to  Purchaser  submitting  all
         proposed uses of such trademarks to Manufacturer  for approval prior to
         such use.  Manufacturer  agrees that it will not unreasonably  withhold
         its  agreement  to any such  proposal  referred to in this  Section 14.
         Manufacturer  further agrees to respond  promptly to any such proposal,
         and that any such proposal  shall be deemed  approved if not reasonably
         disapproved by  Manufacturer  within thirty (30) days of its receipt of
         the proposal.  The use of any such  trademarks,  symbols,  trade names,
         corporate  names or other  Intellectual  Property Rights shall not give
         Purchaser any proprietary rights therein.

15.      Inspection and Warranty.

         15.1     Manufacturer warrants that all Product Components and Products
                  will be free  of  defects  in  design,  manufacturing  and raw
                  materials  for a period of three (3)  months  from the date of
                  receipt of such Product  Components  and Products by Purchaser
                  at its facilities.

         15.2     Purchaser  will inspect the Product  Components or Products at
                  Purchaser's  facilities.  If  Purchaser  finds  that  any such
                  Product  Component  or  First  Set  does  not  conform  to the
                  relevant  accepted  purchase  order,   Purchaser  will  notify
                  Manufacturer within ten (10) days of its receipt of such goods
                  at its facilities.

         15.3     All claims under the  inspection  and warranty  rights in this
                  Article  15  must  be  received  by  Manufacturer  before  the
                  expiration of the ten (10) day inspection  period or the three
                  (3)  month  warranty  period,  respectively,   accompanied  by
                  written notice (each a "Warranty  Notice") giving a reasonably
                  detailed  description of the nonconformity or defect in goods,
                  respectively. Within fifteen (15) days of receiving a Warranty
                  Notice,  Manufacturer  will,  at its  option,  (i)  repair  or
                  replace the defective  goods (with  shipping and insurance for
                  Manufacturer's  account and at its risk), or issue a credit or
                  refund for the defective goods or (ii) request a return of the
                  goods in  question,  in which case  Purchaser  will return the
                  goods in  question  within  five  (5)  days of  Manufacturer's
                  request  (with  shipping  and  insurance  for   Manufacturer's
                  account  and at  its  risk).  Manufacturer  will  inspect  the
                  returned   goods   and  if  the   
                                      -14-
<PAGE>
                  goods are  nonconforming,  Manufacturer will issue a credit or
                  refund for the defective  goods.  If  Manufacturer  reasonably
                  believes   the  goods  are   conforming,   Manufacturer   will
                  communicate  its findings to Purchaser  and  Manufacturer  and
                  Purchaser  will  take  appropriate  actions  to  resolve  such
                  dispute   (including  good  faith   discussions   between  the
                  parties).

         15.4     Manufacturer  shall have no  liability  whatsoever  under this
                  limited product warranty or otherwise if the defect or failure
                  to  conform  to   specifications   is  due  to  transportation
                  conditions, improper storage, handling or conditions of use of
                  the Product  Components  or Products  by  Purchaser  or by any
                  third party.

         15.5     This limited  warranty is extended by  Manufacturer  solely to
                  Purchaser  and  applies  only to the  Product  Components  and
                  Products   which   were    manufactured   and   delivered   by
                  Manufacturer.  Manufacturer  hereby disclaims and excludes all
                  warranties,  express or implied,  or any liability  whatsoever
                  with respect to  assembled  Products  integrating  the Product
                  Components, other than First Sets.

         15.6     Any warranty  replacement  of a part cannot have the effect of
                  extending the initial warranty period.

         15.7     Manufacturer declines any liability for any Product or Product
                  Component  not  delivered  by itself and, in  particular,  for
                  other products or components  used by Purchaser and integrated
                  into an  assembly.  Manufacturer  will  not be  liable  if the
                  failure of one of its  Product  Components  is caused by other
                  neighboring  components or by components to which it is linked
                  by Purchaser or a third party.

         15.8     Under no  circumstances  shall  Manufacturer  or  Purchaser be
                  liable   to   the   other   for   any   special,   incidental,
                  consequential,   indirect  or  exemplary   losses  or  damages
                  pertaining  in any way to the  products or product  components
                  under this Agreement.

16.      Term of Agreement.  Subject to Sections 1(b) and 17 hereof, the term of
         this  Agreement  shall be for a period of eighteen (18) months from the
         date of  signature  of this  Agreement;  and shall be  extended  to the
         extent the Operating  Agreement is still in force between  Manufacturer
         and   Cerprobe  for   additional   consecutive   one-year   periods  as
         specifically agreed to by the parties, except as otherwise agreed.

17.      Termination.

         (a)      Generally. Except as otherwise provided for in this Agreement,
                  if either  party  defaults  in the  performance  of any of its
                  obligations  under this Agreement or if an event of default as
                  described  below occurs,  the  non-defaulting  party may defer
                  shipments,  payments, orders for Product Components or receipt
                  of deliveries  without  incurring  additional  costs until the
                  default is cured.  If the default is not cured  within
                                      -15-
<PAGE>
                  thirty  (30)  business  days of the giving of  written  notice
                  thereof  to  the  defaulting  party,  at  the  option  of  the
                  non-defaulting  party  exercised in writing to the  defaulting
                  party, this Agreement shall terminate at the end of the thirty
                  (30) business day period.

         (b)      Dissolution  of Purchaser.  Upon  dissolution of Purchaser for
                  any reason whatsoever,  or should  Manufacturer no longer be a
                  Member of the  Company,  this  Agreement  shall  automatically
                  terminate.

         (c)      Right to Sell. After the termination or the expiration of this
                  Agreement,  Purchaser may return to Manufacturer the inventory
                  of  unused  and  non-obsolete   standard  Product   Components
                  purchased   from   Manufacturer   by  Purchaser,   limited  to
                  forty-five  (45) days of inventory of such Product  Components
                  measured by the average  inventory for the prior six months of
                  operations  for 85% of the purchase price  originally  paid by
                  Purchaser for such items.  No remaining  inventory may be sold
                  with the Upsys trademarks or trade names after  termination of
                  this Agreement, without the approval of Manufacturer.

         (d)      Survival   of   Certain   Obligations.   Notwithstanding   any
                  termination  or  expiration  of this  Agreement,  Manufacturer
                  shall fill all orders within 60 days of termination. Purchaser
                  shall not be relieved of its obligation to pay for all Product
                  Components   ordered  prior  to  termination  and  shipped  or
                  delivered before or after termination,  and Manufacturer shall
                  not  be  relieved   of  its   warranty   and   indemnification
                  obligations concerning such Product Components under the terms
                  set forth herein.

         (e)      Use of Manufacturer's  Intellectual Property. Upon termination
                  or  expiration of this  Agreement,  the Company shall not have
                  the  right to  continue  to use the  Upsys  Technology  in the
                  Territory or elsewhere.

         (f)      Events of  Default.  The  occurrence  of any of the  following
                  events shall be considered an event of default hereunder:  (i)
                  the  filing  of any  voluntary  or  involuntary  petition  for
                  bankruptcy or upon any agreement  (oral or written) in respect
                  of any  arrangement  of  creditors;  (ii) the sale,  transfer,
                  conveyance or other disposition of either the capital stock or
                  beneficial  interest in  Purchaser  resulting  in a "change of
                  control" of such party, or of substantially  all of the assets
                  of  such  party;  or  (iii)  with  respect  to   Manufacturer,
                  Manufacturer's  decision to discontinue the manufacture,  sale
                  or  distribution   of  the  Products  or  Product   Components
                  necessary for the assembly of the Products,  without proposing
                  an acceptable alternative.
                                      -16-
<PAGE>
18.      Force Majeure.

         (a)      Neither  Purchaser nor  Manufacturer  shall be responsible for
                  any breach or non  observance of any term or condition of this
                  Agreement  (except  payment  obligations)  in  case  of  Force
                  Majeure.

         (b)      Force Majeure includes, but is not limited to:

                  (i)      compliance with any law, ruling,  order,  regulation,
                           requirement  or  instruction of any government or any
                           department or agency thereof;

                  (ii)     acts of God;

                  (iii)    fires, strikes,  labor slowdowns,  embargoes,  war or
                           riot.

         (c)      Any  delay  resulting  from any of such  causes  shall  extend
                  performance  accordingly or excuse  performance in whole or in
                  part, as may be  necessary.  Either party shall have the right
                  to terminate this Agreement upon thirty (30) days prior notice
                  if either party is unable to fulfill its obligation under this
                  Agreement due to any of the above mentioned causes and if such
                  inability  continues  for a period of one  hundred  and twenty
                  (120) days.

         (d)      The party  claiming Force Majeure shall notify the other party
                  by registered  mail within fifteen (15) days of the occurrence
                  of Force  Majeure and shall send within  forty-five  (45) days
                  thereafter  by  registered  mail,  proof of the Force  Majeure
                  event.

19.      Independent  Contractor.  Purchaser and  Manufacturer  acknowledge  and
         agree that  Manufacturer  is an  independent  contractor and that under
         this Agreement neither  Purchaser nor Manufacturer  shall be considered
         for any  purpose  to be the agent,  franchisor,  or  franchisee  of the
         other.  Nor shall  Manufacturer  or Purchaser  have any  obligation  or
         responsibility  to act on behalf of or in the name of the other, or the
         power or  authority  to bind the other in any  manner  whatsoever.  Any
         representation to the contrary by Purchaser or by Manufacturer,  or the
         employees or agents of either,  shall be a breach of this  Agreement by
         the other party hereto.

20.      General Provisions.

         (a)      Representations  and Warranties.  Each of the  representations
                  and warranties of the parties  respectively  shall be true and
                  correct as of the date hereof and  throughout the term of this
                  Agreement, and, except as expressly limited in this Agreement,
                  shall survive the termination or expiration of this Agreement.
                                      -17-
<PAGE>
         (b)      Further  Assurances.  Each of the parties hereto shall execute
                  and  deliver  all  such  other  instruments  and take all such
                  action as either  party may  reasonably  request  from time to
                  time in order to effectuate the purposes of this Agreement and
                  the transactions provided for herein.

         (c)      Notices.   All   notices,    requests,   demands   and   other
                  communications  required  or  permitted  under this  Agreement
                  shall be in  writing  and  shall be  deemed  to have been duly
                  given,  made and  received  when  delivered  against  receipt,
                  twelve (12) hours after being sent by  telecopy,  or three (3)
                  days after being sent by registered or certified mail, postage
                  prepaid,   return   receipt   requested,   addressed   to  the
                  recipient's address as set forth below:

                                    Upsys
                                    283, boulevard John Kennedy
                                    91100 Corbeil Essonnes France
                                    Fax Number: (33) (1) 60895202
                                    Attn:  Jean-Claude Gery

                                    Upsys-Cerprobe, L.L.C. or Cerprobe
                                    600 South Rockford Drive
                                    Tempe, Arizona 8528
                                    Fax Number: (602) 967-4636
                                    Attn:  C. Zane Close

                  Either party may alter the address to which communications are
                  to be sent by  giving  notice  of the  change  of  address  in
                  conformity  with  the  provisions  of this  paragraph  for the
                  giving of notice

         (d)      Binding Nature of Agreement;  Assignment. This Agreement shall
                  be binding upon and inure to the benefit of the parties hereto
                  and their  respective  successors  and  assigns,  except  that
                  neither  party  hereto  may assign or  transfer  its rights or
                  obligations under this Agreement without prior written consent
                  of the other, and any such assignment or transfer without such
                  approval  shall  constitute a breach  hereof and shall be null
                  and void and of no force or  effect,  and shall not convey any
                  rights to or interest in this Agreement.

         (e)      Entire Agreement. This Agreement contains the entire agreement
                  and  understanding  between the parties hereto with respect to
                  the subject  matter  hereof,  and supersedes and is in lieu of
                  all  prior  and  contemporaneous  agreements,  understandings,
                  inducements  and  conditions,  express  or  implied,  oral  or
                  written,  of any nature whatsoever with respect to the subject
                  matter hereof.  The express terms hereof control and supersede
                  any course of performance  or usage of the trade  inconsistent
                  with any of the terms hereof
                                      -18-
<PAGE>
         (f)      Governing Law,  Jurisdiction and Venue. This Agreement and all
                  questions   relating   to   its   validity,    interpretation,
                  performance   and   enforcement,   will  be  governed  by  and
                  construed,  interpreted,  and enforced in accordance  with the
                  laws of the State of New York, notwithstanding any conflict of
                  laws rules to the contrary and in  accordance  with the United
                  States Arbitration Act, 9 U.S.C. Sections 1 et seq. Subject to
                  the  mandatory  arbitration  provision in Section 20(g) below,
                  the exclusive jurisdiction and venue of any action relating to
                  this  Agreement  will be the United States  District Court for
                  the  Southern  District of New York and each of the parties to
                  this Agreement submits to the exclusive jurisdiction and venue
                  of such courts for the purpose of any such action.

         (g)      Arbitration.  If any dispute arises under this Agreement, upon
                  written notice of either party,  the parties will  immediately
                  seek to resolve the dispute by good faith negotiations. If the
                  parties are unable to resolve  the  dispute in writing  within
                  ten (10)  business  days  from the  commencement  of such good
                  faith  negotiations,  then  without the  necessity  of further
                  notice or agreement between the parties,  such dispute will be
                  finally settled in accordance with the Commercial  Arbitration
                  Rules  of  the  American   Arbitration   Association  and  its
                  Supplementary    Procedures   for   International   Commercial
                  Arbitration,  as in effect  as of the date of this  Agreement.
                  The language for such arbitration will be English and the site
                  will be New York, New York. The number of arbitrators  will be
                  three (3) (the  "Arbitrators").  If the  parties  agree on the
                  persons  to be the  Arbitrators  at the  time the  dispute  is
                  submitted  to  arbitration,  then those  persons  shall be the
                  Arbitrators.  Otherwise, each party will select one (1) of the
                  Arbitrators,  and  those  Arbitrators  will  select  the third
                  arbitrator.  Failing an agreement on the third Arbitrator, the
                  president of the American Arbitration  Association will be the
                  sole  appointing  authority  for  the  third  Arbitrator.  The
                  decision of the Arbitrators  will be final and  non-appealable
                  as between the parties to this Agreement. Either party may, at
                  its  option,  seek  injunctive  relief  or  other  provisional
                  remedies against the other party from any court of appropriate
                  jurisdiction.   Each  party  to  the  dispute  will  bear  its
                  respective expenses incurred in respect of the dispute and the
                  costs  of the  Arbitrators  will  be  borne  equally  by  both
                  parties.

         (h)      Remedies  Cumulative.  Except as specifically set forth herein
                  to the contrary, the remedies of the parties hereto under this
                  Agreement are  cumulative  and will not preclude the recovery,
                  award or grant of any other remedies to which any party may be
                  lawfully entitled.

         (i)      Indulgences Not Waivers.  Neither the failure nor any delay on
                  the part of a party to exercise  any right,  remedy,  power or
                  privilege  under  this  Agreement  shall  operate  as a waiver
                  thereof,  nor shall  any  single or  partial  exercise  of any
                  right,  remedy,  power  or  privilege  preclude  any  other or
                  further exercise of the same or of any right, 
                                      -19-
<PAGE>
                  remedy, power or privilege, nor shall any waiver of any right,
                  remedy,  power or privilege  with respect to any occurrence be
                  construed  as  a  waiver  of  such  right,  remedy,  power  or
                  privilege  with  respect  to any other  occurrence.  No waiver
                  shall be  effective  unless it is in writing  and is signed by
                  the party asserted to have granted such waiver.

         (j)      Severability.  If any  provision  of this  Agreement  shall be
                  conclusively  determined by a court of competent  jurisdiction
                  to be invalid or unenforceable to any extent, the remainder of
                  this Agreement shall not be affected thereby.

         (k)      Numbers of Days. In computing the numbers of days for purposes
                  of this  Agreement,  all  days  shall  be  counted,  including
                  Saturdays,  Sundays  and  holidays in the State of Arizona and
                  France;  provided,  however, that if the final day of any time
                  period falls on a Saturday,  Sunday or holiday, then the final
                  day shall be deemed to be the next day that is not a Saturday,
                  Sunday or holiday.

         (l)      Attorneys'  Fees.  If any action is  brought  to  enforce  the
                  provisions  of this  Agreement,  the  prevailing  party in the
                  action shall be entitled,  in addition to any other relief, to
                  recover  reasonable   attorneys'  fees  and  other  costs  and
                  expenses  incurred  in the action in an amount to be fixed and
                  determined by the arbitrator(s)  agreed upon by the parties or
                  by the court.

         (m)      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 rule of
                  construction  to the  effect  that any  ambiguities  are to be
                  resolved against the drafting party will 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.

         (n)      Definitions. All capitalized expressions not otherwise defined
                  in this Agreement will have the meanings given such respective
                  expressions in the Operating Agreement.

         (o)      Amendment.  This  Agreement may only be amended or modified by
                  written agreement signed by all of the parties hereto.
                                      -20-
<PAGE>
IN WITNESS  WHEREOF,  the parties have caused this  Agreement to be executed and
delivered by their  proper and duly  authorized  representatives  as of the date
first above written.

                                      UPSYS


                                      By: /s/ Jean Claude Gary
                                         -------------------------------------
                                      Name: Jean Claude Gary
                                           -----------------------------------
                                      Its: General Manager
                                          ------------------------------------


                                      UPSYS-CERPROBE, L.L.C.
                                      Cobra Venture Management, Inc.
                                      its Manager

                                      By: /s/ Michael K. Bonham
                                         -------------------------------------
                                      Name: Michael K. Bonham
                                           -----------------------------------
                                      Its: Vice President
                                          ------------------------------------


                                      CERPROBE CORPORATION (as concerns
                                      specific obligations hereunder)


                                      By: /s/ C. Zane Close
                                         -------------------------------------
                                      Name: C. Zane Close
                                           -----------------------------------
                                      Its:President and Chief Executive Officer
                                          ------------------------------------