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                         EXECUTIVE EMPLOYMENT AGREEMENT

      THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made this 19th day of
October, 1999, by and between Daniel J. Hill ("Executive") and CERPROBE
CORPORATION, a Delaware corporation ("Cerprobe"), effective January 1, 2000
("Effective Date").

                                 R E C I T A L S

      Cerprobe wishes to retain the services of Executive pursuant to this
Employment Agreement, the terms and provisions of which are set forth below.

      NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:

      1. POSITION AND DUTIES.

            During the Term (as defined in Section 5) Executive will continue to
be employed by Cerprobe as its Executive Vice President and Chief Operating
Officer and shall perform those duties as from time to time determined by the
Board of Directors of Cerprobe ("Board") in accordance with the policies,
practices and bylaws of Cerprobe. During the Term, the Board may, in its sole
discretion, appoint Executive as a member of the Board.

            Executive shall serve Cerprobe faithfully, loyally, honestly, and to
the best of Executive's ability. Executive will devote Executive's best efforts
and substantially all of the Executive's business time to the performance of
Executive's duties for, and in the business and affairs of, Cerprobe.

            Subject to Section 7, the Board reserves the right, in its sole
discretion, to change or modify Executive's position, title, and duties during
the Term of this Agreement.

      2. BASE SALARY.

            Commencing on the Effective Date and during the first 12 months of
this Agreement, Executive's base salary will be Two Hundred Fifty Thousand and
00/100 Dollars ($250,000), payable in accordance with Cerprobe's customary
payroll practice. Executive's base salary will be reviewed annually by the Board
in accordance with Cerprobe's compensation review policies and practices, all as
determined by Cerprobe in its discretion; provided that in no event shall the
amount of Executive's base salary be decreased.

      3. SIGN-ON BONUS AND INCENTIVE COMPENSATION.

            A. Sign-On Bonus. As of the date of this Agreement, the Company
shall pay the Executive a sign on bonus equal to the net after-tax amount that
Executive is required to repay to Price Waterhouse upon his termination of
employment with that firm, up to $100,000 (net after income and employment
taxes).
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            B. Incentive Compensation. Cerprobe has a performance-based
compensation program for other members of its senior management that is
discretionary in nature and based on among other things the financial
performance of Cerprobe and the Executive's value in achieving this performance.
Executive shall be eligible to participate in any and all performance-based
incentive compensation program that the Board has established or may in the
future establish for Executive, as well as any performance-based incentive
compensation program established from time to time for other members of
Cerprobe's senior management.

      4. INITIAL STOCK OPTION GRANT AND OTHER AGREEMENTS.

            A. Initial Stock Grant. As of the date this Agreement is signed, but
subject to approval by the Company's Board of Directors, Cerprobe will grant to
Executive an option to purchase an aggregate of 200,000 shares of the Company's
common stock, subject to the terms and conditions set forth in a separate stock
option agreement.

            B. Other Agreements. Cerprobe and Executive may, from time to time,
enter into one or more agreements relating to specific benefit and/or
compensation programs including without limitation, a change of control
agreement, stock option agreements, stock purchase agreements, and stock grant
agreements. Nothing in this Agreement is intended to alter or modify any of such
agreements, which an referred to below as "Ancillary Agreements."

      5. TERM AND TERMINATION.

            This Agreement will Agreement will continue in full force and effect
until terminated by the parties. This Agreement may be terminated in any of the
following ways: (a) it may be negotiated and replaced by a written agreement
signed by both parties; (b) Cerprobe may elect to terminate this Agreement, with
or without "Cause," as defined below; (c) Executive may elect to terminate this
Agreement with or without "Good Reason," as defined below; or (d) either party
may serve notice on the other of its or his desire to terminate this Agreement
at the end of the Term.

            The "Term" of this Agreement shall begin on the Effective Date and
shall expire by its terms on December 31, 2001 unless sooner terminated in
accordance with the provisions of this Agreement. Thereafter, the "Term" of this
Agreement shall renew automatically for additional 12-month periods unless
terminated accordance with the provisions of this Agreement.

      6. TERMINATION BY CERPROBE.

            A. Termination for Cause. Cerprobe may terminate this Agreement and
Executive's employment for Cause at any time upon written notice. For purposes
of this Agreement, "Cause" shall be limited to discharge resulting from a
determination by Cerprobe that Executive has: (i) been convicted of a felony
involving dishonesty, fraud, theft or embezzlement; (ii) repeatedly failed or
refused, in a material respect, to follow reasonable policies or directives
established by Cerprobe and after written notice thereof


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from Cerprobe, and a reasonable opportunity by Executive to cure such failures
or refusals after having been given reasonable written notice of such failures
or refusals; (iii) willfully and persistently failed to attend to the material
duties or obligations imposed upon Executive under this Agreement after
reasonable written notice from Cerprobe and a reasonable opportunity by
Executive to cure such failure; (iv) performed an act or failed to act, which,
if Executive were prosecuted and convicted, would constitute a felony involving
$1,000 or more of money or property of Cerprobe; or (v) intentionally
misrepresented or concealed a material fact for purposes of securing employment
with Cerprobe or this Agreement.

            If this Agreement and Executive's employment are terminated by
Cerprobe for Cause, Executive shall receive no Severance Benefits.

            B. Termination Without Cause. Cerprobe also may terminate this
Agreement and Executive's employment at any time or elect to not renew this
Agreement at the end of any Term without Cause by giving at least 60 days prior
written notice to Executive. In the event (i) this Agreement and Executive's
employment are terminated by Cerprobe, or (ii) Cerprobe elects not to renew this
Agreement at the end of any Term, without Cause, Executive shall be entitled to
receive Severance Benefits pursuant to Section 9.

      7. TERMINATION BY EXECUTIVE.

            Executive may terminate this Agreement and his employment with or
without "Good Reason" in accordance with the provisions of this Section 7.

            A. Termination For Good Reason. Executive may terminate this
Agreement and Executive's employment for "Good Reason" by giving written notice
to Cerprobe within 60 days (or such longer period as may be agreed to in writing
by Cerprobe) of Executive's reason(s) for believing that "Good Reason" for his
termination of employment exists.

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


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            If Executive terminates this Agreement and his employment for Good
Reason, Executive shall be entitled to receive Severance Benefits pursuant to
Section 9.

            B. Termination Without Good Reason. Executive also may terminate
this Agreements and Executive's employment without Good Reason at any time by
giving 60 days notice to Cerprobe. If Executive terminates this Agreement and
Executive's employment without Good Reason, Executive shall not be entitled to
receive Severance Benefits pursuant to Section 9.

      8. DEATH OR DISABILITY

            This Agreement will terminate automatically on Executive's death.
Any salary or other amounts due to Executive for services rendered prior to
Executive's death shall be paid to Executive's surviving spouse, or if Executive
does not leave a surviving spouse, to Executive's estate. No other benefits
shall be payable to Executive's estate or heirs pursuant to this Agreement, but
amounts may be payable pursuant to any life insurance or other benefit plans
maintained in whole or in part by Cerprobe for the benefit of Executive, his
estate or heirs.

            In the Executive becomes "Disabled," Executive's employment
hereunder and Cerprobe's obligation to pay Executive's salary shall continue for
a period of 12 months from the date of such Disability, at which time
Executive's employment hereunder shall automatically cease and terminate.
Executive shall be considered "Disabled" or to be suffering from a "Disability"
for purposes of this Section 8 if, in the reasonable, good faith judgment of a
licensed physician selected by the Board, Executive is unable for a period of 90
consecutive business days to perform the essential functions of Executive
position required under this Agreement, with or without reasonable
accommodations, because of a physical or mental impairment. Any dispute relating
to the existence of a Disability shall be resolved by the opinion of the
licensed physician selected by the Board, provided, however, that if Executive
does not accept the opinion of the licensed physician selected by Cerprobe, the
dispute shall be resolved by the opinion of a licensed physician who shall be
selected by Executive; provided further, however, that if Cerprobe does not
accept the opinion of the licensed physician selected by Executive, the dispute
shall be finally resolved by the opinion of a licensed physician selected by the
licensed physicians selected by Cerprobe and Executive, respectively.

      9. SEVERANCE BENEFITS

             If this Agreement and Executive's employment are terminated without
Cause pursuant to Section 6(B) hereof or if Executive elects to terminate this
Agreement for Good Reason pursuant to Section 7(A) hereof, Executive shall
receive the "Severance Benefits" as provided by this Section. The Severance
Benefits shall be payable in a single lump sum within 10 days following
termination of employment and shall equal the greater of (i) sum of (a) the
Executive's base salary for the unexpired Term, and (b) the average of incentive
compensation paid to the Executive for the two years prior to the date of
termination multiplied by a fraction, the numerator of which is the number of
months remaining from the date of termination to the end of the Term and the


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denominator of which is 12, and (ii) the sum of (x) Executive's base salary for
a 12-month period as in effect on the date of termination and (y) the average on
an annual basis of incentive compensation paid to the Executive for the two
years prior to the date of termination. In addition, the Executive shall
continue to receive life, disability, accident and group health insurance
benefits substantially similar to those which he was receiving immediately prior
to his termination of employment until the earlier of the end of the period of
12 months following his termination of employment or the day on which he becomes
eligible to receive any substantially similar continuing health care benefits
under any Plan or program of any other employer. If a particular insurance
benefit may not be continued for any reason, Cerprobe shall pay Executive the
amount necessary to permit Executive to purchase the same insurance benefits as
were provided by Cerprobe, such payment to be made to Executive in a single lump
sum. The benefits provided pursuant to this Section shall be provided on
substantially the same terms and conditions as they were provided prior to the
termination of employment, except that the full cost of such benefits shall be
paid by the Cerprobe. The Executive's right to receive continued coverage under
the Cerprobe's group health plans pursuant to Section 601 et seq. of the
Employee Retirement Income Security Act of 1974, as it may be amended or
replaced from time to time, shall commence following the expiration of his right
to receive continued benefits under this Agreement.

            Executive shall have no duty to mitigate damages in order to receive
the benefits provided by this Section.

            If Cerprobe terminates the Agreement and Executive's employment for
Cause, or if Executive voluntarily terminates this Agreement and Executive's
employment without Good Reason prior to the end of the Term, no Severance
Benefits shall be paid to Executive. No Severance Benefits are payable in the
event of Executive's death or disability while in the active employ of Cerprobe.

      10. RELOCATION REIMBURSEMENT AND BENEFITS

            A. Relocation Expense Reimbursement. Executive understands that his
position with Cerprobe will require him to relocate from Southern California to
Northern California. To that end, Cerprobe will reimburse Executive for expenses
incurred directly in connection with this move (including for example moving and
storage expenses) up to an amount not to exceed $30,000. In addition, Cerprobe
will pay Executive for expenses incurred in selling his home in Southern
California (including for example, closing costs and real estate commissions) up
to an amount not to exceed $125,000.

            B. General Benefits. Executive will be entitled to participate in
all employee benefit plans, including, but not limited to, retirement plans,
stock option plans, life insurance plans and health and dental plans available
to other Cerprobe employees, subject to restrictions (including waiting periods)
specified in the applicable Plan. Executive is entitled to four weeks of paid
vacation per calendar year, with such vacation to be scheduled and taken in
accordance with Cerprobe's standard vacation policies.


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      11. CONFIDENTIALITY AND NON-DISCLOSURE

            During the course of Executive's employment, Executive has and will
become exposed to a substantial amount of confidential and proprietary
information, including, but not limited to financial information, annual report,
audited and unaudited financial reports, strategic plans, business plans,
marketing strategies, new business strategies, personnel and compensation
information, and other such reports, documents or information. In the event
Executive's employment is terminated by either party for any, reason, Executive
will return to Cerprobe and Executive will not take, any copies of such
documents, computer print-outs, computer tapes, floppy disks, CD ROMS, etc., in
any form, format or manner whatsoever, nor will Executive disclose the same in
whole or in part to any person or entity, in any manner either directly or
indirectly. Excluded from this Agreement is information that is already
disclosed to third parties and is in the public domain or that Cerprobe consents
to be disclosed, with such consent to be in writing. The provisions of this
Section 11 shall survive the termination of this Agreement.

      12. COVENANT-NOT-TO-COMPETE

            A. Interests to be Protected. The parties acknowledge that during
the Term, Executive will perform essential for Cerprobe, its employees and
shareholders, and for customers of Cerprobe. Therefore, Executive will be given
an opportunity to meet, work with and develop close working relationships with
Cerprobe's clients on a first-hand basis and will gain valuable insight as to
the clients' operations, personnel and need for services. In addition, Executive
will be to, have access to, and be required to work with, a considerable amount
of Cerprobe's confidential and proprietary information, including but not
limited to information concerning Cerprobe's methods of operation, financial
information, strategic planning, operational budgets and strategies, payroll
data, management systems programs, computer systems, marketing plans and
strategies, merger and acquisition strategies and customer lists.

            The parties also expressly recognize and acknowledge that the
personnel of Cerprobe have been trained by, and are valuable to Cerprobe, and
that if Cerprobe must hire new personnel or retrain existing personnel to fill
vacancies Cerprobe will incur substantial expense in recruiting and training
such personnel. The parties expressly recognize that should Executive compete
with Cerprobe in any manner whatsoever, it would seriously impair the goodwill
and diminish the value of Cerprobe's business.

            The parties acknowledge that this covenant has an extended duration;
however, they agree that this covenant is reasonable and that it is necessary
for the protection of Cerprobe, its shareholders and employees.

            For these and other reasons, and the fact that there are many other
employment opportunities available to Executive if Executive should terminate,
the parties are in full and complete agreement that the following restrictive
covenants (which together are referred to as the "Covenant-Not-To-Compete") are
fair and reasonable and are freely, voluntarily and knowingly entered into.
Further, each party has been given the


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opportunity to consult with independent legal counsel before entering into this
Agreement.

            B. Devotion to Employment. Executive shall devote substantially all
of Executive's business time and best efforts to the performance of Executive's
duties on behalf of Cerprobe. During the term of employment, Executive shall not
at any time or place or to any extent whatsoever, either directly or indirectly,
without the express written consent of Cerprobe, engage in any outside
employment, or in any activity competitive with or adverse to Cerprobe's
business, practice or affairs, whether alone or as partner, officer, director,
employee, shareholder of any corporation or as a trustee, fiduciary, consultant
or other representative. This is not intended to prohibit Executive from
engaging in nonprofessional activities such as personal investments or
conducting to a reasonable extent private business affairs which may include
other boards of directors' activity, as long as they do not conflict with
Cerprobe. Participation to a reasonable extent in civic, social or community
activities is encouraged.

            C. Non-Solicitation of Customer or Suppliers. During the term of
Executive's employment with Cerprobe and for a period of 12 months after the
expiration or termination of employment with Cerprobe, regardless of who
initiates the termination, Executive shall not, directly or indirectly, for
Executive, or on behalf of, or in conjunction with, any other person(s),
company, partnership, corporation, or governmental entity, in any manner
whatsoever, call upon, contact encourage, handle or solicit, or cause others to
solicit, any person or other entity that is, or was within the 12-month period
immediately prior to the date of Executive's termination, a customer or supplier
of Cerprobe or any of its subsidiaries or affiliates, for the purpose of
soliciting, selling or purchasing from such customer or supplier the same,
similar, or related services or products that are provided by, or purchased by,
Cerprobe or any of its subsidiaries or affiliates. Notwithstanding the
foregoing, the obligations of Executive under this Section 12(C), shall
terminate only if the employment of Executive is terminated by Cerprobe without
Cause or if Executive terminates his employment for Good Reason. If Executive
violates Executive's obligations under this Section 12(C), then the time periods
hereunder shall be extended by the period of time equal to that period beginning
when the activities constituting such violation commenced and ending when the
activities constituting such violation terminated.

            D. Non-Solicitation of Employees. During the term of Executive's
employment with Cerprobe and for a period of 12 months after the termination of
employment with Cerprobe, regardless of who initiates the termination, Executive
shall not, directly or indirectly, for Executive, or on behalf of, or in
conjunction with, any other person(s), company, partnership, corporation, or
governmental entity, in any manner whatsoever, seek to hire, and/or hire any
person who, on the date hereof, or on the date of Executive's termination, is an
employee of Cerprobe or any of its subsidiaries or affiliates, and that receives
annual compensation in excess of $25,000, for employment or as an independent
contractor with any person or entity (other than Cerprobe or any of its
subsidiaries or affiliates), unless first authorized in writing by Cerprobe,
which authorization may be withheld in the sole and absolute discretion of
Cerprobe. If Executive violates Executive's obligations wider this Section
12(D), then the time


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periods hereunder shall be extended by the period of time equal to that period
beginning when the activities constituting such violation commenced and ending
when the activities constituting such violation terminated.

            E. Competing Business. During the term of Executive's employment and
for a period of 12 months after the termination of employment with Cerprobe,
regardless of who initiates the termination, Executive shall not, directly or
indirectly, (including, without limitation, as a partner, director, officer or
employee of, or lender or consultant to, any other personal entity, or
shareholder (other than as the holder of less than five percent of the stock of
a corporation the securities of which are traded on a national securities
exchange or in the over-the-counter market), for Executive, or on behalf of, or
in conjunction with, any other person(s), company, partnership, corporation, or
governmental entity, in any manner whatsoever, or in any other capacity, within,
into or from the Restricted Territory (as defined below) engage or cause others
to engage in the same or similar business as Cerprobe and its subsidiaries, or
any aspect thereof, unless first authorized in writing by Cerprobe, which
authorization may be withheld in the sole and absolute discretion of Cerprobe.
For purposes of this Section 12(E), the term "Restricted Territory" shall mean
any geographical service area where Cerprobe or any of its subsidiaries and
affiliates is engaged in business, sells products or performs services or was
considering engaging in business at any time, prior to the termination or at the
time of termination. Notwithstanding the foregoing, the obligations of Executive
under this Section 12(E), shall terminate only if Executive is terminated by
Cerprobe without Cause or if Executive terminates his employment for Good
Reason. If Executive violates Executive's obligations under this Section 12(E),
then the time periods hereunder shall be extended by the period of time equal to
that period beginning when the activities constituting such violation commenced
and ending when the activities constituting such violation terminated.

            F. Judicial Amendment. If the scope of any provision of this Section
12 is found by a court of competent jurisdiction to be too broad to permit
enforcement to its full extent, then such provision shall be enforced to the
maximum extent permitted by law. The parties agree that the scope of any
provision of this Agreement may be modified by a judge in any proceeding to
enforce this Agreement, so that such provision can be enforced to the maximum
extent permitted by law. If any provision of this Agreement is found to be
invalid or unenforceable for any reason, it shall not affect the validity of the
remaining provisions of this Agreement.

            G. Injunctive Relief Damages and Forfeiture. Due to the nature of
Executive's position with Cerprobe, and with full realization that a violation
of this Agreement will cause immediate and irreparable injury and damage, which
is not readily measurable, and to protect Cerprobe's interests, Executive
understands and agrees that in addition to instituting legal proceedings to
recover damages resulting from a breach of this Agreement, Cerprobe may seek to
enforce this Agreement with an action for injunctive relief to cease or prevent
any actual or threatened violation of this Agreement on the part of Executive.

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            H. Survival. The provisions of this Section 12, shall survive the
termination of this Agreement.

      13. DEFERRAL OF AMOUNTS PAYABLE UNDER THIS AGREEMENT.

            Any payment due pursuant to this Agreement may be deferred if and to
the extent that the payment does not satisfy the requirements to be "qualified
performance-based compensation" (as such term is defined by the regulations
issued under Section 162(m) of the Internal Revenue Code, of 1986 (the "Code"))
and when combined with all other payments received during the year that are
subject to the limitations on deductibility under Section 162(m) of the Code,
the payment exceeds the limitations on deductibility under Section 162(m) of the
Code. The deferral of payments shall be in the discretion of the Board. Such
deferred amounts shall be paid no later than the 60th day after the end of the
next succeeding calendar year, provided that such payment, when combined with
any other payments subject to the Section 162(m) limitations received during the
year, does not exceed the limitations on deductibility under Section 162(m) of
the Code. If the payments in such succeeding calendar year exceed the
limitations on deductibility under Section 162(m) of the Code, such payments
shall continue to be deferred to the next succeeding year. The above procedure
shall be repeated until such payments can be and is fully paid without exceeding
the limitation on deductibility under Section 162(m) of the Code.

      14. AMENDMENTS

            This Agreement and the Ancillary Agreements constitute the entire
agreement between the parties as to the subject matter hereof. Accordingly,
there are no side agreements or verbal agreements other than those that are
stated in this document or in the Ancillary Agreements. Any amendment,
modification or change in said Agreements must be done so in writing and signed
by both parties.

      15. SEVERABILITY

            In the event a court or arbitrator declares that any provision of
this Agreement is invalid or unenforceable, it shall not affect or invalidate
any of the remaining provisions. Further, the court shall have the authority to
re-write that portion of the Agreement it deems unenforceable, to make it
enforceable.

      16. GOVERNING LAW

            The law of the State of Arizona shall govern the interpretation and
application of all of the provisions of this Agreement.

      17. INDEMNITY

            A. General. Cerprobe shall, to the fullest extent authorized by the
Delaware General Corporation Law, as amended, indemnify and hold harmless
Executive in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative against expenses,
liabilities and losses (including


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attorneys' fees, judgments, fines, excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by Executive in connection
therewith.

            B. Expenses. This right to indemnification includes the right to be
paid by Cerprobe the expenses (including attorneys' fees) incurred in defending
any such proceeding in advance of its final disposition; provided, however,
that, if the Delaware General Corporation Law requires, an advancement of
expenses incurred by Executive shall be made only upon delivery to Executive of
an undertaking, by or on behalf of Executive, to repay all amounts so advanced
if it is ultimately determined by final judicial decision from which there is no
further right to appeal that Executive is not entitled to be indemnified for
such expenses. The rights to indemnification and to the advancement of expenses
shall be contract rights and such rights shall continue as to Executive after
his termination of employment and shall inure to the benefit of the Indemnitee's
heirs, executors and administrators.

            C. Claims for Indemnification or Expenses. If a claim under either A
or B above is not paid in full by Cerprobe within 60 days after Cerprobe
receives a written claim, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be 20 days, Executive may at
any time thereafter bring suit against Cerprobe to recover the unpaid amount of
the claim. If successful in whole or in part in any such suit, Executive shall
be entitled to be paid also the expense of prosecuting or defending such suit.
In any suit brought by the Executive to enforce a right to indemnification or to
an advancement of expenses hereunder, or brought by Cerprobe to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that Executive is not entitled to be indemnified, or to such advancement
of expenses, shall be on Cerprobe.

      18. DISPUTE RESOLUTION

            A. Mediation. Any and all disputes arising under, pertaining to or
touching upon this Agreement (excepting the confidentiality and non-disclosure
provisions of Section 11 hereof, and the Covenant-Not-To-Compete provisions of
Section 12 hereof), or the statutory rights or obligations of either party
hereto, shall, if not settled by negotiation, be subject to non-binding
mediation before an independent mediator selected by the parties pursuant to
Section below writing and served upon the other. Any demand for mediation shall
be made in writing party to the dispute, by certified mail, return receipt
requested, at the business address of or at the last known residence address of
Executive respectively. The demand shall set forth with reasonable specificity
the basis of the dispute and the relief sought. The mediation learning will
occur at a time and place convenient to the parties in Maricopa County, Arizona,
within thirty (30) days of the date of selection or appointment of the mediator
and shall be governed by the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association ("AAA").

            B. Arbitration. In the event that the dispute is not settled through
mediation, the parties shall then proceed to binding arbitration before a single
independent arbitrator selected pursuant to Section 18(D). The mediator shall
not serve


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as arbitrator. ALL DISPUTES INVOLVING ALLEGED UNLAWFUL EMPLOYMENT DISCRIMINATION
TERMINATION BY ALLEGED BREACH OF CONTRACT OR POLICY, OR ALLEGED EMPLOYMENT TORT
COMMITTED BY CERPROBE OR A REPRESENTATIVE OF CERPROBE INCLUDING CLAIMS OF
VIOLATIONS OF FEDERAL OR STATE DISCRIMINATION STATUTES OR PUBLIC POLICY, SHALL
BE RESOLVED PURSUANT TO THIS POLICY AND THERE SHALL BE NO RECOURSE TO COURT,
WITH OR WITHOUT A JURY TRIAL. The arbitration hearing shall occur at a time and
place convenient to the parties in Maricopa County, Arizona, within thirty (30)
days of selection or appointment of the arbitrator. If Cerprobe has adopted a
policy that is applicable to arbitrations with executives, the arbitration shall
be conducted in accordance with said policy to the extent that the policy is
consistent with this Agreement and the Federal Arbitration Act, 9 U.S.C.
Sections 1-16. If no such policy has been adopted, the arbitration shall
be governed by the National Rules for the Resolution of Employment Disputes of
the AAA. The arbitrator shall issue written findings of fact and conclusions of
law, and an award, within fifteen (15) days of the date of the hearing unless
the parties otherwise agree.

            C. Damages. In cases of breach of contract or policy, damages shall
be limited to contract damages. In cases of intentional discrimination claims
prohibited by statute, the arbitrator may direct payment consistent with 42
U.S.C. Section 1981(a) and the Civil Rights Act of 1991. In cases of employment
tort, the arbitrator may award punitive damages if proved by clear and
convincing evidence. Any award of punitive damages shall not exceed two times
any compensatory award and in any event, shall not exceed Two Hundred Fifty
Thousand Dollars ($250,000). The arbitrator may award fees to the prevailing
party and assess costs of the arbitration to the non-prevailing party. Issues of
procedure, arbitrability, or confirmation of award shall be governed by the
Federal Arbitration Act, 9 U.S.C. Sections 1-16, except that court review
of the arbitrator's award shall be that of an appellate court reviewing a
decision of a trial judge sitting without a jury.

            D. Selection of Mediators or Arbitrators. The parties shall select
the mediator or arbitrator form a panel list made available by the AAA. If the
parties are unable to agree to a mediator or arbitrator within 10 days of
receipt of a demand for mediation or arbitration, the mediator or arbitrator
will be chosen by alternatively striking from a list of five (5) mediators or
arbitrators obtained by Cerprobe from AAA. Executive shall have the first
strike.


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      IN WITNESS WHEREOF, Cerprobe and Executive have executed this Agreement
effective on the date set forth above.

                                    CERPROBE CORPORATION


                                    By: /s/ C. Zane Close
                                        _______________________________
                                    Name: C. Zane Close
                                    Its: Chief Executive Officer


                                    By: /s/ Ross J. Mangano
                                        _______________________________
                                    Name: Ross J. Mangano
                                    Its: Chairman of the Board of Directors


                                    "EXECUTIVE"

                                    /s/ Daniel J. Hill
                                    __________________________________
                                    Daniel J. Hill



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