REVOLVING LINE OF CREDIT NOTE


$10,000,000.00                                                  Phoenix, Arizona
                                                               February 28, 1997

         FOR VALUE RECEIVED,  the undersigned CERPROBE  CORPORATION,  a Delaware
corporation  ("Borrower"),  promises  to pay to the order of WELLS  FARGO  BANK,
NATIONAL  ASSOCIATION  ("Bank") at its office at 100 West  Washington,  Phoenix,
Arizona,  or at such other place as the holder hereof may  designate,  in lawful
money of the United States of America and in immediately  available  funds,  the
principal  sum of TEN MILLION AND NO/100  DOLLARS  ($10,000,000.00),  or so much
thereof as may be advanced and be  outstanding,  with  interest  thereon,  to be
computed on each advance from the date of its disbursement as set forth herein.

DEFINITIONS:

         As used herein,  the following  terms shall have the meanings set forth
after each,  and any other term  defined in this Note shall have the meaning set
forth at the place defined:

         a. "Business Day" means any day except a Saturday,  Sunday or any other
day on which  commercial  banks in Arizona are  authorized or required by law to
close.

         b. "Fixed Rate Term" means a period  commencing  on a Business  Day and
continuing for one (1), two (2) or three (3) months,  as designated by Borrower,
during which all or a portion of the outstanding  principal balance of this Note
bears interest determined in relation to LIBOR; provided, however, that no Fixed
Rate Term may be  selected  for a principal  amount less than TWO HUNDRED  FIFTY
THOUSAND AND NO/100 DOLLARS  ($250,000.00)  with  $100,000.00  increments  above
that;  and provided  further,  that no Fixed Rate Term shall  extend  beyond the
scheduled  maturity date hereof. If any Fixed Rate Term would end on a day which
is not a Business  Day,  then such Fixed Rate Term shall be extended to the next
succeeding Business Day.

         c. "LIBOR" means the rate per annum (rounded upward,  if necessary,  to
the nearest whole 1/8 of 1%) and determined pursuant to the following formula:

         LIBOR =             Base LIBOR
                      -------------------------------
                      100% - LIBOR Reserve Percentage

                  i. "Base  LIBOR"  means the rate per annum for  United  States
         dollar deposits  quoted by Bank as the Inter-Bank  Market Offered Rate,
         with the understanding that such rate is quoted by Bank for the purpose
         of calculating  effective rates of interest for loans making  reference
         thereto, on the first day of a Fixed Rate Term for delivery of funds on
         said date for a period  of time  approximately  equal to the  number of
         days in such  Fixed Rate Term and in an amount  approximately  equal to
         the principal  amount to which such Fixed Rate Term  applies.  Borrower
         understands and agrees that Bank may base its quotation
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<PAGE>
         of the Inter-Bank  Market Offered Rate upon such offers or other market
         indicators of the  Inter-Bank  Market as Bank in its  discretion  deems
         appropriate  including,  but not limited to, the rate  offered for U.S.
         dollar deposits on the London Inter- Bank Market.

                  ii. "LIBOR Reserve  Percentage"  means the reserve  percentage
         prescribed by the Board of Governors of the Federal  Reserve System (or
         any successor) for "Eurocurrency Liabilities" (as defined in Regulation
         D of the  Federal  Reserve  Board,  as  amended),  adjusted by Bank for
         expected changes in such reserve percentage during the applicable Fixed
         Rate Term.

         d. "Prime  Rate" means at any time the rate of interest  most  recently
announced  within  Bank at its  principal  office  as its Prime  Rate,  with the
understanding  that the Prime Rate is one of Bank's base rates and serves as the
basis upon which  effective  rates of interest  are  calculated  for those loans
making reference  thereto,  and is evidenced by the recording  thereof after its
announcement in such internal publication or publications as Bank may designate.

INTEREST:

         (a) Interest. The outstanding principal balance of this Note shall bear
interest  (computed on the basis of a 360-day year,  actual days elapsed) either
(i) at a  fluctuating  rate per annum at the Prime  Rate in effect  from time to
time,  or  (ii) at a  fixed  rate  per  annum  determined  by Bank to be one and
three-quarters  percent  (1.75%)  above  LIBOR in effect on the first day of the
applicable Fixed Rate Term. When interest is determined in relation to the Prime
Rate, each change in the rate of interest  hereunder  shall become  effective on
the date each Prime Rate change is announced  within Bank.  With respect to each
LIBOR selection hereunder, Bank is hereby authorized to note the date, principal
amount,  interest rate and Fixed Rate Term  applicable  thereto and any payments
made  thereon on Bank's  books and records  (either  manually  or by  electronic
entry) and/or on any schedule attached to this Note.

         (b) Selection of Interest Rate Options. At any time any portion of this
Note bears  interest  determined  in relation to LIBOR,  it may be  continued by
Borrower at the end of the Fixed Rate Term  applicable  thereto so that all or a
portion  thereof bears  interest  determined in relation to the Prime Rate or to
LIBOR for a new Fixed Rate Term designated by Borrower.  At any time any portion
of this Note bears interest  determined in relation to the Prime Rate,  Borrower
may convert all or a portion  thereof so that it bears  interest  determined  in
relation to LIBOR for a Fixed Rate Term designated by Borrower.  At such time as
Borrower  requests an advance  hereunder  or wishes to select a LIBOR option for
all or a portion of the outstanding  principal balance hereof, and at the end of
each Fixed Rate  Term,  Borrower  shall  give Bank  notice  specifying:  (i) the
interest rate option  selected by Borrower;  (ii) the principal  amount  subject
thereto; and (iii) for each LIBOR selection,  the length of the applicable Fixed
Rate Term. Any such notice may be given by telephone so long as, with respect to
each LIBOR selection,  (A) Bank receives written  confirmation from Borrower not
later than three (3) Business Days after such telephone notice is given, and (B)
such notice is given to Bank prior to 10:00 a.m.,  California time, on the first
day of the Fixed Rate Term. For each LIBOR option requested hereunder, Bank will
quote the applicable fixed rate to Borrower at approximately 10:00 a.m.,
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<PAGE>
California  time,  on the first day of the Fixed Rate Term. If Borrower does not
immediately  accept  the rate  quoted  by Bank,  any  subsequent  acceptance  by
Borrower shall be subject to a  redetermination  by Bank of the applicable fixed
rate; provided, however, that if Borrower fails to accept any such rate by 11:00
a.m.,  California  time, on the Business Day such  quotation is given,  then the
quoted  rate shall  expire and Bank shall have no  obligation  to permit a LIBOR
option to be selected on such day.  If no  specific  designation  of interest is
made at the time any advance is  requested  hereunder or at the end of any Fixed
Rate Term, Borrower shall be deemed to have made a Prime Rate interest selection
for such advance or the principal amount to which such Fixed Rate Term applied.

         (c) Additional LIBOR Provisions.

                  (i) If Bank at any time  shall  determine  that for any reason
         adequate and reasonable means do not exist for ascertaining LIBOR, then
         Bank shall promptly give notice thereof to Borrower.  If such notice is
         given and until such notice has been withdrawn by Bank, then (A) no new
         LIBOR  option may be selected by  Borrower,  and (B) any portion of the
         outstanding principal balance hereof which bears interest determined in
         relation  to  LIBOR,  subsequent  to the  end of the  Fixed  Rate  Term
         applicable  thereto,  shall bear interest determined in relation to the
         Prime Rate.

                  (ii) If any law, treaty, rule,  regulation or determination of
         a court or  governmental  authority  or any  change  therein  or in the
         interpretation  or application  thereof (each, a "Change in Law") shall
         make  it  unlawful  for  Bank  (A)  to  make  LIBOR  options  available
         hereunder,  or (B) to maintain  interest rates based on LIBOR,  then in
         the  former  event,  any  obligation  of Bank to  make  available  such
         unlawful  LIBOR options  shall  immediately  be  cancelled,  and in the
         latter  event,  any  such  unlawful  LIBOR-based  interest  rates  then
         outstanding  shall be converted,  at Bank's option, so that interest on
         the portion of the  outstanding  principal  balance  subject thereto is
         determined in relation to the Prime Rate;  provided,  however,  that if
         any such Change in Law shall permit any  LIBOR-based  interest rates to
         remain in effect until the expiration of the Fixed Rate Term applicable
         thereto,  then such permitted LIBOR-based interest rates shall continue
         in effect  until the  expiration  of such  Fixed  Rate  Term.  Upon the
         occurrence of any of the foregoing  events,  Borrower shall pay to Bank
         immediately  upon demand such amounts as may be necessary to compensate
         Bank for any fines, fees, charges, penalties or other costs incurred or
         payable by Bank as a result thereof and which are  attributable  to any
         LIBOR options made available to Borrower hereunder,  and any reasonable
         allocation  made by Bank among its  operations  shall be conclusive and
         binding upon Borrower, absent manifest error.

                  (iii) If any  Change  in Law or  compliance  by Bank  with any
         request or directive  (whether or not having the force of law) from any
         central bank or other governmental authority shall:

                           (A)      subject  Bank  to  any  tax, duty  or  other
                                    charge with
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<PAGE>
                                    respect to any LIBOR options,  or change the
                                    basis of  taxation  of  payments  to Bank of
                                    principal,   interest,  fees  or  any  other
                                    amount payable hereunder (except for changes
                                    in the rate of tax on the overall net income
                                    of Bank); or

                           (B)      impose,   modify  or  hold   applicable  any
                                    reserve, special deposit, compulsory loan or
                                    similar  requirement against assets held by,
                                    deposits or other  liabilities in or for the
                                    account  of,  advances  or loans  by, or any
                                    other  acquisition of funds by any office of
                                    Bank; or

                           (C)      impose on Bank any other condition;

         and the result of any of the  foregoing is to increase the cost to Bank
         of making,  renewing or maintaining any LIBOR options  hereunder and/or
         to reduce any amount receivable by Bank in connection  therewith,  then
         in any such case,  Borrower shall pay to Bank  immediately  upon demand
         such amounts as may be necessary to compensate  Bank for any additional
         costs  incurred by Bank and/or  reductions in amounts  received by Bank
         which are  attributable  to such LIBOR options.  In  determining  which
         costs  incurred by Bank and/or  reductions in amounts  received by Bank
         are  attributable  to any LIBOR  options  made  available  to  Borrower
         hereunder,  any reasonable allocation made by Bank among its operations
         shall be conclusive and binding upon Borrower, absent manifest error.

         (d) Payment of Interest. Interest accrued on this Note shall be payable
on the first day of each month, commencing April 1, 1997.

         (e) Default Interest. From and after the maturity date of this Note, or
such earlier date as all principal  owing  hereunder  becomes due and payable by
acceleration or otherwise,  the outstanding principal balance of this Note shall
bear interest until paid in full at an increased rate per annum (computed on the
basis of a 360-day year,  actual days elapsed)  equal to four percent (4%) above
the rate of interest from time to time applicable to this Note.


BORROWING AND REPAYMENT:

         (a) Borrowing and Repayment.  Borrower may from time to time during the
term of this Note borrow,  partially or wholly repay its outstanding borrowings,
and reborrow,  subject to all of the  limitations,  terms and conditions of this
Note and of any document  executed in  connection  with or governing  this Note;
provided,  however, that the total outstanding  borrowings under this Note shall
not at any time exceed the principal  amount stated above.  The unpaid principal
balance  of this  obligation  at any time  shall be the total  amounts  advanced
hereunder by the holder hereof less the amount of principal payments made hereon
by or for Borrower,  which  balance may be endorsed  hereon from time to time by
the holder. The outstanding
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<PAGE>
principal  balance of this Note  shall be due and  payable in full on August 15,
1998.

         (b) Advances.  Advances hereunder, to the total amount of the principal
sum stated  above,  may be made by the holder at the oral or written  request of
(i) Zane Close or Randy  Buness,  any one acting  alone,  who are  authorized to
request advances and direct the disposition of any advances until written notice
of the  revocation  of such  authority  is  received by the holder at the office
designated above, or (ii) any person,  with respect to advances deposited to the
credit of any  account of  Borrower  with the holder,  which  advances,  when so
deposited,  shall  be  conclusively  presumed  to have  been  made to or for the
benefit  of  Borrower  regardless  of the fact that  persons  other  than  those
authorized to request  advances may have authority to draw against such account.
The holder shall have no obligation to determine  whether any person  requesting
an advance is or has been authorized by Borrower.

         (c)  Application  of Payments.  Each payment made on this Note shall be
credited  first,  to any  interest  then  due  and  second,  to the  outstanding
principal  balance hereof.  All payments  credited to principal shall be applied
first,  to the outstanding  principal  balance of this Note which bears interest
determined in relation to the Prime Rate, if any, and second, to the outstanding
principal  balance of this Note which bears  interest  determined in relation to
LIBOR, with such payments applied to the oldest Fixed Rate Term first.

PREPAYMENT:

         (a) Prime Rate.  Borrower  may prepay  principal on any portion of this
Note which bears interest  determined in relation to the Prime Rate at any time,
in any amount and without penalty or prior notice.

         (b) LIBOR.  Borrower  may prepay  principal on any portion of this Note
which  bears  interest  determined  in  relation to LIBOR at any time and in the
minimum amount of TWO HUNDRED FIFTY  THOUSAND AND NO/100  DOLLARS  ($250,000.00)
with  $100,000.00  increments  above  that;  provided,   however,  that  if  the
outstanding  principal  balance  of such  portion of this Note is less than said
amount, the minimum prepayment amount shall be the entire outstanding  principal
balance thereof.  In  consideration of Bank providing this prepayment  option to
Borrower,  or if any such  portion of this Note shall  become due and payable at
any time  prior to the last day of the Fixed  Rate Term  applicable  thereto  by
acceleration or otherwise,  Borrower shall pay to Bank immediately upon demand a
fee which is the sum of the discounted  monthly  differences for each month from
the month of prepayment through the month in which such Fixed Rate Term matures,
calculated as follows for each such month:

                  (i)      Determine  the amount of  interest  which  would have
                           accrued  each  month  on the  amount  prepaid  at the
                           interest  rate  applicable  to  such  amount  had  it
                           remained  outstanding until the last day of the Fixed
                           Rate Term applicable thereto.

                  (ii)     Subtract from the amount  determined in (i) above the
                           amount of interest  which would have  accrued for the
                           same month on the amount  prepaid  for the  remaining
                           term of such Fixed Rate Term at
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<PAGE>
                           LIBOR in  effect  on the date of  prepayment  for new
                           loans  made for such term and in a  principal  amount
                           equal to the amount prepaid.

                  (iii)    If the  result  obtained  in (ii)  for any  month  is
                           greater than zero,  discount that difference by LIBOR
                           used in (ii) above.

Borrower  acknowledges  that  prepayment  of  such  amount  may  result  in Bank
incurring  additional  costs,  expenses  and/or  liabilities,  and  that  it  is
difficult  to  ascertain  the  full  extent  of  such  costs,   expenses  and/or
liabilities.  Borrower,  therefore, agrees to pay the above-described prepayment
fee and  agrees  that  said  amount  represents  a  reasonable  estimate  of the
prepayment costs,  expenses and/or liabilities of Bank. If Borrower fails to pay
any prepayment fee when due, the amount of such prepayment fee shall  thereafter
bear interest until paid at a rate per annum four percent (4.0%) above the Prime
Rate in effect  from  time to time  (computed  on the  basis of a 360-day  year,
actual days  elapsed).  Each change in the rate of interest on any such past due
prepayment  fee shall  become  effective  on the date each Prime Rate  change is
announced within Bank.

EVENTS OF DEFAULT:

         This  Note  is  made  pursuant  to and is  subject  to  the  terms  and
conditions of that certain Credit  Agreement  between Borrower and Bank dated of
even date  herewith as amended from time to time (the "Credit  Agreement").  Any
default in the payment or performance of any obligation  under this Note, or any
defined event of default under the Credit Agreement,  shall constitute an "Event
of Default" under this Note.

MISCELLANEOUS:

         (a) Remedies.  Upon the occurrence of any Event of Default,  the holder
of this Note,  at the holder's  option,  may declare all sums of  principal  and
interest  outstanding  hereunder  to be  immediately  due  and  payable  without
presentment,  demand,  notice of nonperformance,  notice of protest,  protest or
notice of dishonor,  all of which are expressly waived by each Borrower, and the
obligation,  if any, of the holder to extend any further credit  hereunder shall
immediately cease and terminate.


         (b)  Governing  Law.  This Note shall be governed by and  construed  in
accordance with the laws of the State of Arizona.

         IN WITNESS  WHEREOF,  the  undersigned has executed this Note as of the
date first written above.

                                   CERPROBE CORPORATION, a Delaware
                                   corporation
                                       -6-
<PAGE>
                                   By:
                                   Name:
                                   Its:


                                       -7-