DISTRIBUTION AGREEMENT



THIS DISTRIBUTION  AGREEMENT (the "Distribution  Agreement") is made and entered
into as of June 2, 1997, by and among UPSYS-CERPROBE, L.L.C., an Arizona limited
liability company (the "Company"),  CERPROBE CORPORATION, a Delaware corporation
(the "Distributor"), and UPSYS, a French corporation ("Upsys").


                                    RECITALS

A.       The  Company  was formed by Upsys and the  Distributor,  pursuant to an
         operating  agreement  signed on  February  12,  1997,  (the  "Operating
         Agreement"),   to  engage  in  the   assembly,   testing,   repair  and
         distribution of all versions of the Cobra Probe (the "Products").

B.       Upsys 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.       Until the date of this  Distribution  Agreement,  Upsys and Distributor
         were parties to a distribution agreement dated June 12, 1995 concerning
         the Products in the Territory which the present agreement replaces.

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

E.       Concurrently  with the execution of this  Distribution  Agreement,  the
         Company has entered  into a Supply  Agreement  with Upsys (the  "Supply
         Agreement").  Pursuant to this Agreement and the Supply Agreement:  (i)
         Upsys has  granted  the Company  the  exclusive  right to assemble  and
         repair  the  Products  in the  Territory,  (ii) Upsys has  granted  the
         Company the right to sell the Products  exclusively to Upsys, (iii) for
         its needs in the  Territory,  Upsys has  agreed  to  purchase  Products
         exclusively  from the  Company,  and (iv) Upsys has agreed to  purchase
         from the Company all Products  ordered by Distributor  pursuant to this
         Agreement and assembled or purchased by the Company.

F.       Upsys desires to engage Distributor as the exclusive distributor of the
         Products to customers throughout the Territory (as hereinafter defined)
         and  Distributor  desires to accept  such  engagement  on the terms and
         conditions set forth in this Distribution Agreement.
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                                    AGREEMENT

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

1.       Appointment of Distributor. Subject to and in accordance with the terms
         and  conditions  of  this   Distribution   Agreement,   Upsys  appoints
         Distributor as the sole  exclusive  distributor of the Products for the
         Company  in  the  Territory  during  the  term  of  this   Distribution
         Agreement,  and Distributor  accepts such appointment and agrees to act
         as the exclusive distributor of the Products in the Territory.

2.       Territory.  The  "American  Territory"  is defined for purposes of this
         Distribution  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".  Upsys and
         the  Company  will  forward,  and will  cause  all of their  respective
         employees,  agents and  representatives to forward,  to the Distributor
         all  leads  and  inquiries  with  respect  to the  distribution  of the
         Products received from entities located in the Territory.

3.       Exclusive  Nature  of  Distributorship.   The  distributorship  granted
         hereunder shall be exclusive in the American  Territory during the term
         of this  Distribution  Agreement,  and in the Asian  Territory from the
         date of  this  Distribution  Agreement  through  March  31,  1998.  The
         existence  of and  the  nature  of  the  distributorship  in the  Asian
         Territory  beginning April 1, 1998 and thereafter shall depend upon the
         decision  of Upsys  under  the  terms  of  Section  1(b) of the  Supply
         Agreement.  Upsys will promptly  notify the Company and the Distributor
         of its  decision  concerning  the Asian  Territory.  Upon  notification
         thereof,  the Distributor's  right to distribute in the Asian Territory
         shall be modified.  Should Upsys and Distributor  agree during the term
         of this Agreement  that a separate  structure is necessary in the Asian
         Territory,  they shall enter into discussions with a local partner and,
         if  necessary,   the  terms  of  this   Agreement   shall  be  modified
         accordingly. For the purposes of this Agreement, "Exclusive" shall mean
         that Upsys will not knowingly permit the establishment of a distributor
         other  than  Distributor  in the  American  and Asian  Territories,  as
         defined above. In conformity with U.S. and other applicable national or
         international anti-trust laws, Upsys does not guarantee that there will
         be no competition with the Distributor from third parties.

4.       Ordering Procedures;  Annual Service Fee. All orders by Distributor for
         the   Products   pursuant  to  this   Distribution   Agreement   shall,
         automatically  and  without  further  action  on  the  part  of  Upsys,
         simultaneously constitute (i) an order by Upsys to the Company for such
         Products,  and (ii) an order by Distributor to Upsys for such Products,
         in each case  subject  to the terms  and  conditions  set forth in this
         Agreement and in Exhibit A.  Distributor  will  communicate  all of its
         orders for Products to the  Company.  Upon receipt by the Company of an
         order from Distributor in accordance with this  Distribution  Agreement
         (1) the 
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         Company  will  forward a copy of the order to Upsys,  (2) Upsys will be
         deemed to have ordered from the Company the same Products  described in
         the order subject to the terms of this Distribution Agreement,  (3) the
         Company will satisfy such order by transfer of title as provided below,
         and (4) on behalf of Upsys,  the  Company  will  deliver  the  Products
         described  in the order to  Distributor.  The Company  will (A) receive
         payment of the  Distributor  Purchase  Price (as  defined  below)  from
         Distributor  on behalf of Upsys for the sale of such  Products by Upsys
         to Distributor, (B) deduct from such payments and retain for itself the
         Upsys  Purchase  Price (as defined below) for the sale of such Products
         by the  Company  to  Upsys,  and (C) pay to  Upsys  on or  prior to the
         fifteenth day  following the end of each of the Company's  fiscal years
         the accumulated  balance of the Distributor  Purchase Prices (i.e., the
         accumulated  sum of the  difference  between the  Distributor  Purchase
         Prices and the Upsys Purchase  Prices)  payable by Distributor to Upsys
         for Products sold to  Distributor  by Upsys during such fiscal year. On
         or  prior  to the  fifteenth  day  following  the  end of  each  of the
         Company's fiscal years, Upsys shall pay to the Company as consideration
         for its order and  delivery  services  hereunder a fee equal to $10,000
         for the first year and, for  subsequent  years,  an amount to be agreed
         between  Upsys  and the  Company  in  consideration  of the  volume  of
         Products sold by Upsys to Distributor during such fiscal year.

5.       Purchase Price; Payment Terms. The purchase price that Distributor will
         pay to Upsys (the "Distributor Purchase Price") for each unit of any of
         the Products  shall be a per unit purchase price for that Product based
         on Exhibit B attached  hereto,  as amended or  superseded  from time to
         time as provided  herein,  and other  relevant  factors  determined  by
         Upsys.  The  purchase  price that Upsys  will pay to the  Company  (the
         "Upsys  Purchase  Price") for each unit of any of the Products  will be
         equal to 99.9% of the Distributor  Purchase Price actually  received by
         Upsys.  The Company may  increase or decrease the  respective  per unit
         purchase prices payable by Distributor (and therefore by Upsys) for any
         or all the Products by written notice to Distributor. The parties agree
         that the prices set forth in Exhibit B will be reviewed annually on the
         basis of  currency  fluctuations,  inflation  and  change in any of the
         applicable  price  indexes  for  raw  materials  used  in  the  Product
         Components.  The  Company  shall  notify the  Distributor  of the price
         revisions  forty-five  days (45)  prior to the  implementation  of such
         revisions.  Any change in the purchase price shall only apply to orders
         received from Distributor  following lapse of such 45-day  notification
         period.  The price for any Products ordered by Distributor shall be the
         price on the date the  Company  receives  the order  for that  Product.
         Except as otherwise  expressly agreed in writing by the parties hereto,
         all payments for the Products  (whether by  Distributor or Upsys) shall
         be made in United  States  dollars in an amount  adequate  to cover the
         full purchase  price plus all other  charges,  if any,  incurred by the
         Company  for the  account of  Distributor  (in the case of  payments by
         Distributor)  or Upsys (in the case of  payments  by  Upsys),  and such
         payment  shall be due and payable in full within thirty (30) days after
         notice  to  Distributor  of the  availability  of the  Products  at the
         Company's assembly facilities. All such other charges shall be retained
         by the  Company.  Any  late  payments  shall  be  subject  to  interest
         payments,  per day of late payment,  at a rate of twelve  percent (12%)
         per annum. All such late payments shall be retained by the Company.
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6.       Pricing and Responsibility for Costs. All prices for the Products to be
         sold hereunder are and shall be prices EX-WORKS, as defined in the 1990
         Incoterms  (except  that  delivery  will occur  when the  Distributor's
         carrier  takes  possession of the goods),  from the Company's  assembly
         facility.  All  Products  shall be packaged by the Company as necessary
         for   protection   against   handling.   All  costs  of   preservation,
         waterproofing  or  other  special   packaging  shall  be  paid  by  the
         Distributor to the Company, and the Company shall be entitled to retain
         all such amounts.  The  Distributor  shall  contract  directly with the
         carrier to pay all shipping costs.

7.       Title  and Risk of Loss.  Upon  payment  by  Distributor,  title to the
         Products shall pass first to Upsys and then immediately to Distributor.
         Risk of loss to the  Products  shall  pass  directly  from  Company  to
         Distributor  upon  delivery to  Distributor's  carrier at the Company's
         assembly facility.  If the Company delays in so delivering the Products
         to  Distributor's  carrier due to any action or request of Distributor,
         Distributor shall pay to the Company (and the Company shall retain) all
         reasonable  storage and  insurance  charges  incurred  by the  Company.
         Distributor agrees to indemnify and hold the Company harmless for, from
         and  against  any and all loss of or damage to the  Products  sustained
         while risk of loss  remains  upon  Distributor.  The Company  agrees to
         indemnify and hold Distributor and Upsys harmless for, from and against
         any and all loss of or damage to the Products  sustained  while risk of
         loss remains upon the Company.

8.       Warranty.

         (a)      The Company  warrants to Distributor that all Products will be
                  free of defects in design, manufacturing and raw materials for
                  a period of three (3) months from the date of delivery of such
                  Products  to  Distributor  by  the  Company.  Upsys  makes  no
                  warranty to  Distributor.  Distributor  will make any warranty
                  claims only against the Company and not against Upsys.

         (b)      All claims under the warranty rights in this Section 8 must be
                  received by the Company before the expiration of the three (3)
                  month warranty  period,  accompanied by written notice (each a
                  "Warranty Notice") giving a reasonably detailed description of
                  the defect in goods.  Within  fifteen (15) days of receiving a
                  Warranty  Notice,  the Company will, at its option,  (i) cause
                  the defective  goods to be repaired or replaced (with shipping
                  and  insurance  for the account and risk of the  Company),  or
                  issue a  credit  or  refund  for the  defective  goods or (ii)
                  request a return of the goods in  question,  in which case the
                  Distributor  will return the goods in question within five (5)
                  days  of  the  request  of  the  Company  (with  shipping  and
                  insurance  for  the  account  and  risk of the  Company).  The
                  Company will  inspect the returned  goods and if the goods are
                  nonconforming,  the Company  will issue a credit or refund for
                  the defective  goods. If the Company  reasonably  believes the
                  goods  are  conforming,   the  Company  will  communicate  its
                  findings   to  the   Distributor   and  the  Company  and  the
                  Distributor  
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<PAGE>
                  will  take   appropriate   actions  to  resolve  such  dispute
                  (including good faith discussions between the parties).

         (c)      The  Company  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 Products by Distributor or by any third party.

         (d)      This  limited  warranty is  extended by the Company  solely to
                  Distributor  and  applies  only  to the  Products  which  were
                  manufactured and delivered by the Company.  The Company hereby
                  disclaims  and  excludes  all  other  warranties,  express  or
                  implied, or any liability whatsoever with respect to assembled
                  equipment integrating the Products.

         (e)      Any warranty  replacement  of a part cannot have the effect of
                  extending the initial warranty period.

         (f)      The Company  declines any liability for any Product or Product
                  Component  not  delivered  by or on behalf of itself  and,  in
                  particular,  for  other  products  or  components  used by the
                  Distributor  and  integrated  into an  assembly.  The  Company
                  cannot be  liable if the  failure  of one of its  Products  is
                  caused by other  neighboring  components  or by  components to
                  which they are linked by the Distributor or a third party.

         (g)      Under  no   circumstances   shall  the  Company,   Upsys,   or
                  Distributor   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 Distribution Agreement.

9.       Duties of Distributor.

         (a)      Purchasing  Obligation.  Distributor is obliged, to the extent
                  allowed under the local or  international  antitrust rules and
                  regulations,  to  exclusively  purchase  the  Products and any
                  Product  Components  from  Upsys.  Distributor  shall  neither
                  purchase  from or  distribute  for any Person other than Upsys
                  any products  using the Upsys  Technology  without the express
                  written approval of Upsys.

Sales Efforts.  The Distributor shall vigorously and diligently promote the sale
of the Products. To that end, the Distributor shall:
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<PAGE>
                  (i)      Maintain in the Territory,  directly or through other
                           distributors,  as specifically  approved by Upsys, an
                           appropriate sales organization in order to adequately
                           solicit the clientele.

                  (ii)     Convey  to  the   Company   upon  its   request   all
                           information concerning the Distributor's sales policy
                           and participate  with the Company in market planning,
                           analysis, research and sales forecasting.

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

         (d)      Intellectual Property Rights.

                  (i)      The   Distributor   agrees   that,   except   as   is
                           specifically  provided herein,  it will not, directly
                           or  indirectly,  at any time  during the term of this
                           Distribution  Agreement or thereafter:  (a) represent
                           that it has any  ownership  interest  in or rights to
                           the  intellectual  property  rights  owned  by  Upsys
                           (i.e.,  trademarks,  trade  names,  license and other
                           intellectual  property used in  conjunction  with the
                           Products and Product  Components  in the  Territory),
                           ("Intellectual  Property  Rights") or (b) register or
                           attempt to register  or use in any manner  whatsoever
                           such  Intellectual  Property  Rights,   without  such
                           party's specific prior written consent.

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

                  (iii)    Should the  Distributor  become  aware of a potential
                           third party  infringement of any of the  Intellectual
                           Property Rights of Upsys, it shall immediately inform
                           Upsys who shall,  at its sole  discretion,  determine
                           whether  or not to  proceed  against  such  potential
                           infringement.

                  (iv)     The Distributor's use of Upsys Intellectual  Property
                           Rights shall be expressly limited to the distribution
                           and sale of the Products and Product Components under
                           the terms provided in this Distribution Agreement.

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

10.      Nondisclosure   and  Limited  Use  of   Confidential   or   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,  the Distributor  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 the Distributor  uses with its own
                  similar  information  that  the  Distributor  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.

         (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.
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         (g)      Notwithstanding  the foregoing,  the Parties 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); or

                  (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 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.

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

11.      Advertising   and  Promotion.   During  the  term  of  this  Agreement,
         Distributor  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 
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         to by the  Company  upon  proposition  by the  Distributor.  All use of
         Upsys' trademarks for the Products and Product Components,  are subject
         to Distributor submitting all proposed uses of such trademarks to Upsys
         for approval  prior to such use. Upsys will not  unreasonably  withhold
         its  agreement  to any such  proposal  referred to in this  Section 11.
         Upsys will respond promptly to any such proposal, and any such proposal
         shall be deemed approved if not reasonably  disapproved by Upsys within
         thirty  (30) days of its receipt of the  proposal.  The use of any such
         trademarks, symbols, tradenames,  corporate names or other Intellectual
         Property  Rights  shall not give  Distributor  any  proprietary  rights
         therein.

12.      Term of  Agreement.  Subject to  Sections 3 and 13 hereof,  the term of
         this Agreement  shall be for a period of eighteen (18) months from date
         of this  Agreement  and shall be extended  to the extent the  Operating
         Agreement  is still in force  between  the  Upsys and  Distributor  for
         additional  consecutive  one-year periods as specifically  agreed to by
         the parties, except as otherwise agreed.

13.      Termination.

         (a)      Generally.   Except  as   otherwise   provided   for  in  this
                  Distribution   Agreement,   if  any  party   defaults  in  the
                  performance of any of its obligations  under this Distribution
                  Agreement or if an event of default as described below occurs,
                  the nondefaulting party may defer deliveries, payments, orders
                  for  Products  or  receipt  of  deliveries  without  incurring
                  additional costs until the default is cured. If the default is
                  not cured within  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 Distribution  Agreement shall terminate
                  at the end of the thirty (30) business day period.

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

         (c)      Termination  of  the  Supply  Agreement.   Should  the  Supply
                  Agreement  between  Upsys and the  Company  terminate  for any
                  reason,   this  Distribution   Agreement  shall  automatically
                  terminate.

         (d)      Right to Sell. After the termination or the expiration of this
                  Agreement,  the  Distributor  may  return to the  Company  the
                  inventory  of unused and  non-obsolete  Products  and standard
                  Product  Components  purchased from Upsys by the  Distributor,
                  limited to forty-five  (45) days of inventory of such Products
                  measured by the average  inventory for the prior six months of
                  operations  for 85% of the purchase price  originally  paid by
                  the Distributor for such items. No remaining  inventory may be
                  sold with Upsys' trademarks or tradenames after termination of
                  this Distribution Agreement without the approval of Upsys.
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         (e)      Survival   of   Certain   Obligations.   Notwithstanding   any
                  termination or expiration of this  Agreement,  the Distributor
                  shall  fill  all  orders  for   Products   ordered   prior  to
                  termination   and  shipped  or   delivered   before  or  after
                  termination,  and the  Company  shall not be  relieved  of its
                  warranty  and  indemnification   obligations  concerning  such
                  Products under the terms set forth herein.  Distributor  shall
                  fulfill the customer  orders which have been received prior to
                  termination in the sixty (60) days following termination.

         (f)      Events of  Default.  The  occurrence  of any of the  following
                  events shall be considered an event of default hereunder:  (i)
                  with  respect to any Party,  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) with respect to the Company,  the  Company'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.

14.      Force Majeure.

         (a)      None  of the  Distributor,  Upsys,  or the  Company  shall  be
                  responsible  for any breach or  non-observance  of any term or
                  condition  of  this  Distribution  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; and

                  (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.  Any party shall have the right to
                  terminate this Agreement upon thirty (30) days prior notice if
                  any party is unable  to  fulfill  its  obligation  under  this
                  Distribution  Agreement  due to  Force  Majeure  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
                  parties 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.
                                       10
<PAGE>
15.      Independent  Contractor.  Distributor,  Upsys,  and  the  Company  each
         acknowledges and agrees that  Distributor is an independent  contractor
         and that under this Distribution Agreement none of Distributor,  Upsys,
         or the  Company  shall be  considered  for any purpose to be the agent,
         franchisor, or franchisee of the others. None of the Company, Upsys, or
         Distributor will have any obligation or responsibility to act on behalf
         of or in the name of the others,  or the power or authority to bind the
         others in any manner whatsoever.

16.      Indemnification.  The Distributor agrees to indemnify,  defend and hold
         the Company and Upsys, and the Company agrees to indemnify,  defend and
         hold the Distributor (the  indemnifying  party being referred to herein
         as the  "Indemnifying  Party"),  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  indemnified  party
         (an  "Indemnitee")  may suffer or incur by reason of or arising  out of
         (i) if the  Indemnifying  Party is the  Distributor,  any  claim by any
         third party in respect to  infringement  of the  intellectual  property
         rights of any third party arising  solely out of the  distribution  and
         sale of any of the  Products  by  Distributor  contrary to the terms of
         this  Distribution  Agreement,  (ii) if the  Indemnifying  Party is the
         Company, any claim by any third party in respect to the infringement of
         intellectual  property  rights of any third party arising solely out of
         the assembly, repair, sale or distribution by the Company of any of the
         Products contrary to the terms of this Distribution Agreement, or (iii)
         if the  Indemnifying  Party  is the  Distributor  or the  Company,  the
         nonperformance  by  such  Indemnifying   Party  of  any  obligation  or
         agreement of such Indemnifying Party under this Distribution Agreement,
         or any breach of a representation or warranty made by such Indemnifying
         Party in this Distribution Agreement.

         The  indemnification  obligation  set  forth  above is  limited  by the
         following:

                  (i)      The Indemnitee  shall notify the  Indemnifying  Party
                           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  the  Indemnifying  Party  shall in no case
                           prejudice  the  rights of an  Indemnitee  under  this
                           Agreement  unless  the  Indemnifying  Party  shall be
                           prejudiced  by  such  failure  and  then  only to the
                           extent the Indemnifying  Party has been prejudiced by
                           such failure).  The  Indemnifying  Party shall solely
                           determine  whether  or not to  settle  a given  claim
                           (provided  that the  Indemnifying  Party shall obtain
                           the consent of the Distributor or Upsys to settlement
                           of any  nonmonetary  claim against the Distributor or
                           Upsys  or  their  respective   officers,   directors,
                           employees, agents or representatives).
                                       11
<PAGE>
                  (ii)     The  above  indemnification  does  not  apply  if the
                           Products  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 right
                           to the infringement.

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

                  (iv)     An Indemnifying  Party'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  cause  of  clause  (i) or (ii)  of the  first
                           paragraph of this Section 16, the  expiration  of all
                           applicable  legal statutes of limitations and similar
                           laws, or (B) in the case of clause (iii) of the first
                           paragraph of this Section 16, two (2) years following
                           termination of this Agreement for any reason.

17.      No Restriction on Competition. The parties hereto acknowledge and agree
         that no provision of this Distribution  Agreement shall create,  and no
         provision  contained in or  relationship  created by this  Distribution
         Agreement  shall be deemed to create,  any  obligation  on the  parties
         hereto to refrain from  competing  with one another or from  developing
         products or services in  competition  with the  products or services of
         the other except as concerns  products directly in competition with the
         Products that use the Upsys  Technology.  This competition  restriction
         shall apply during the term of this Distribution Agreement.

18.      General Provisions.

         (a)      Upsys'  Obligations.  Upsys'  obligations  hereunder  shall be
                  limited to those  obligations that are specifically  mentioned
                  herein.  In no case shall Upsys be considered the guarantor of
                  any of the obligations of the Company.

         (b)      Authority to Enter into Agreement.  Each of the parties hereby
                  covenants  and  represents  in  respect  of itself  that it is
                  authorized  to, and that all  necessary  corporate  or company
                  action  has been  taken on its  behalf  to,  enter  into  this
                  Distribution  Agreement  and  that  in so  doing  it is not in
                  violation of the terms and conditions of any contract or other
                  agreement to which it may be a party.

         (c)      Further  Assurances.  Each of the parties hereto shall execute
                  and  deliver  all  such  other  instruments  and take all such
                  actions as either  party may  reasonably  request from time to
                  time in order to effectuate the purposes of this  Distribution
                  Agreement and the transactions provided for herein.
                                       12
<PAGE>
         (d)      Notices.   All   notices,    requests,   demands   and   other
                  communications  required or permitted under this  Distribution
                  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:

                                 If to Distributor:
                                 ------------------

                                 Cerprobe Corporation
                                 600 South Rockford Drive
                                 Tempe, Arizona  85281
                                 Fax Number: 1-602-967-4636
                                 Attn: C. Zane Close

                                 If to the Company:
                                 ------------------

                                 Upsys-Cerprobe, L.L.C.
                                 600 South Rockford Drive
                                 Tempe, Arizona 85281
                                 Fax Number: 1-602-967-4636
                                 Attn: C. Zane Close

                                 If to Upsys:
                                 ------------

                                 Upsys
                                 283, boulevard John Kennedy
                                 91100 Corbeil-Essonnes
                                 France
                                 Fax Number:  011-33-16-089-5202
                                 Attn:  Jean-Claude Gery

                  Any 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.

         (e)      Binding  Nature of Agreement;  Assignment.  This  Distribution
                  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  Distribution
                  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  Distribution  Agreement.  This  
                                       13
<PAGE>
                  Distribution  Agreement  may only be  amended or  modified  by
                  written agreement signed by both of the parties hereto.

         (f)      Entire  Agreement.  This Distribution  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,  including,  without
                  limitation, the terms of the distribution agreement dated June
                  12, 1995 between Upsys and the Distributor.  The express terms
                  hereof  control and  supersede  any course of  performance  or
                  usage of the trade inconsistent with any of the terms hereof.

         (g)      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 18(h) 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.

         (h)      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 
                                       14
<PAGE>
                  respect of the dispute and the costs of the  Arbitrators  will
                  be borne equally by both parties.

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

         (j)      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 Distribution 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, 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.

         (k)      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.

         (l)      Numbers of Days. In computing the numbers of days for purposes
                  of this  Distribution  Agreement,  all days shall be  counted,
                  including  Saturdays,  Sundays  and  holidays  in the State of
                  Arizona and in 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.

         (m)      Attorneys'  Fees.  If any action is  brought  to  enforce  the
                  provisions  of this  Distribution  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.

         (n)      Construction.  The parties hereto  acknowledge  and agree that
                  each  party  has   participated   in  the   drafting  of  this
                  Distribution   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 Distribution
                  Agreement.  No  inference  in favor of, or against,  any party
                  shall be drawn  from the fact that one party has  drafted  any
                  portion hereof.
                                       15
<PAGE>
         (o)      Definitions. All capitalized expressions not otherwise defined
                  in this Agreement will have the meanings given such respective
                  expressions in the Operating Agreement.

         (p)      Amendment.  This  Agreement may only be amended or modified by
                  written agreement signed by all of the parties hereto.

IN WITNESS WHEREOF,  the parties have caused this  Distribution  Agreement to be
executed and delivered by their proper and duly authorized representatives as of
the date first above written.


                                     UPSYS-CERPROBE, L.L.C., an Arizona 
                                     limited liability company
                                     Cobra Venture Management, Inc.
                                     its Manager

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


                                     CERPROBE CORPORATION, 
                                     a Delaware corporation


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


                                     UPSYS, a French corporation 
                                     (societe anonyme)


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