CREDIT AGREEMENT


         THIS  AGREEMENT is entered into as of February 28, 1997, by and between
CERPROBE CORPORATION, a Delaware corporation ("Borrower"), and WELLS FARGO BANK,
NATIONAL ASSOCIATION ("Bank").

                                     RECITAL
                                     -------

         Borrower has  requested  from Bank the credit  accommodation  described
below,  and Bank has agreed to provide said credit  accommodation to Borrower on
the terms and conditions contained herein.

         NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Bank and Borrower hereby agree as follows:


                                    ARTICLE I

                                   THE CREDIT
                                   ----------

         SECTION 1.  LINE OF CREDIT.

                  (a) Line of  Credit.  Subject to the terms and  conditions  of
this  Agreement,  Bank hereby  agrees to make  advances to Borrower from time to
time up to and  including  August  15,  1998,  not to  exceed  at any  time  the
aggregate  principal  amount of TEN MILLION AND NO/100 DOLLARS  ($10,000,000.00)
("Line of Credit"),  the  proceeds of which shall be used for general  corporate
purposes and acquisitions and to pay off certain indebtedness of Borrower and/or
its  subsidiaries.  Borrower's  obligation to repay  advances  under the Line of
Credit  shall be evidenced by a  promissory  note  substantially  in the form of
Exhibit  C  attached  hereto  ("Line of  Credit  Note"),  all terms of which are
incorporated herein by this reference.

                  (b) Limitation on Borrowings. Outstanding borrowings under the
Line of Credit  shall not at any time exceed an  aggregate  principal  amount of
$10,000,000.00.

                  (c)  Borrowing and  Repayment.  Borrower may from time to time
during  the term of the Line of Credit  borrow,  partially  or wholly  repay its
outstanding borrowings, and reborrow,  subject to all of the limitations,  terms
and conditions contained herein or in the Line of Credit Note; provided however,
that the total outstanding  borrowings under the Line of Credit shall not at any
time exceed the maximum  principal  amount  available  thereunder,  as set forth
above.

         SECTION 2.  INTEREST/FEES.

                  (a) Interest. The outstanding principal balance of the Line of
Credit shall bear
                                       -1-
<PAGE>
interest at the rate of interest set forth in the Line of Credit Note.

                  (b) Computation and Payment. Interest shall be computed on the
basis of a 360-day year,  actual days elapsed.  Interest shall be payable at the
times and place set forth in the Line of Credit Note.

                  (c) Unused  Commitment  Fee.  Borrower shall pay to Bank a fee
equal to (i) .125  percent  (_%) per annum  (computed  on the basis of a 360-day
year,  actual days  elapsed) on the average  daily unused  amount of the Line of
Credit if the average daily used amount  ("Outstanding  Borrowing")  is at least
equal  to or  exceeds  $3,000,000.00  or (ii)  .250  percent  (1/4%)  per  annum
(computed on the basis of a 360-day  year,  actual days  elapsed) on the average
daily  unused  amount  of the Line of Credit if the  average  daily  Outstanding
Borrowing  is less  than  $3,000,000.00,  which  fee  shall be  calculated  on a
quarterly  basis by Bank and shall be due and  payable  by  Borrower  in arrears
within three (3) business days after each billing is sent by Bank.

         SECTION 3. COLLECTION OF PAYMENTS.  Borrower authorizes Bank to collect
all  principal,  interest  and fees due under  the Line of  Credit  by  charging
Borrower's  demand deposit  account number  4159-506641  with Bank, or any other
demand  deposit  account  maintained by Borrower with Bank,  for the full amount
thereof.  Should there be insufficient  funds in any such demand deposit account
to pay all such sums  when due,  the full  amount  of such  deficiency  shall be
immediately due and payable by Borrower.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

         Borrower  makes the following  representations  and warranties to Bank,
which  representations  and  warranties  shall  survive  the  execution  of this
Agreement  and shall  continue in full force and effect until the full and final
payment, and satisfaction and discharge,  of all obligations of Borrower to Bank
subject to this Agreement.

         SECTION 1. LEGAL STATUS. Borrower is a corporation,  duly organized and
existing and in good  standing  under the laws of the state of Delaware,  and is
qualified  or  licensed  to do  business  (and is in good  standing as a foreign
corporation,  if applicable) in all jurisdictions in which such qualification or
licensing  is  required  and in which  the  failure  to so  qualify  or to be so
licensed could have a material  adverse effect on Borrower and its  subsidiaries
taken as a whole.

         SECTION 2.  AUTHORIZATION  AND VALIDITY.  This  Agreement,  the Line of
Credit Note, and each other document, contract and instrument required hereby or
at any time hereafter  delivered to Bank in connection  herewith  (collectively,
the "Loan  Documents") have been duly  authorized,  and upon their execution and
delivery in accordance with the provisions hereof will constitute  legal,  valid
and binding  agreements and  obligations of Borrower or the party which executes
the same,  enforceable in accordance with their respective terms, except as such
enforceability  may  be  subject  to  or  limited  by  bankruptcy,   insolvency,
reorganization,  arrangement,  moratorium,  or other similar laws relating to or
affecting the rights of creditors
                                       -2-
<PAGE>
generally.

         SECTION 3. NO VIOLATION.  The  execution,  delivery and  performance by
Borrower of each of the Loan  Documents do not violate any  provision of any law
or regulation,  or contravene any provision of the Articles of  Incorporation or
By-Laws of  Borrower,  or result in any material  breach of or material  default
under any material contract,  material  obligation,  material indenture or other
material  instrument  to which  Borrower is a party or by which  Borrower may be
bound.

         SECTION 4. LITIGATION. There are no pending, or to Borrower's knowledge
threatened,  actions, claims, investigations,  suits or proceedings by or before
any governmental  authority,  arbitrator,  court or administrative  agency which
would, if adversely determined,  have a material adverse effect on the financial
condition or operation of Borrower and its  subsidiaries  taken as a whole other
than those disclosed by Borrower to Bank in writing prior to the date hereof.

         SECTION 5. CORRECTNESS OF FINANCIAL STATEMENT.  The financial statement
of Borrower dated September 30, 1996, a true copy of which has been delivered by
Borrower  to Bank prior to the date  hereof,  (a) is  complete  and  correct and
presents  fairly the financial  condition of Borrower in all material  respects,
(b) discloses all  liabilities  of Borrower that are required to be reflected or
reserved  against  under  generally  accepted  accounting  principles,   whether
liquidated or  unliquidated,  fixed or contingent,  and (c) has been prepared in
accordance with generally accepted accounting  principles  consistently applied.
Since the date of such financial  statement  there has been no material  adverse
change in the financial  condition of Borrower and its  subsidiaries  taken as a
whole, nor has Borrower  mortgaged,  pledged,  granted a security interest in or
otherwise  encumbered any of its assets or properties except for Permitted Liens
(as hereinafter  defined).  Bank is aware that,  since the date of the September
30, 1996  financial  statements of Borrower,  Borrower has entered into: (a) the
Agreement of Merger and Plan of Reorganization, dated October 25, 1996, pursuant
to which  CROUTE,  Inc., a Texas  corporation,  was merged with and into C-Route
Acquisition,  Inc.,  a  Delaware  corporation  (a  wholly  owned  subsidiary  of
Borrower),  which changed its name to  CompuRoute,  Inc. in connection  with the
merger;  and (b) the  Agreement  of  Merger  and Plan of  Reorganization,  dated
January 15,  1997,  pursuant to which  Silicon  Valley  Test & Repair,  Inc.,  a
California  corporation,  was  merged  with and into EMI  Acquisition,  Inc.,  a
Delaware corporation (a wholly owned subsidiary of Borrower),  which changed its
name to Silicon Valley Test & Repair,  Inc. in connection  with the merger.  For
purposes of this Agreement,  the phrase "Permitted Liens" shall mean: (a) liens,
security interest, claims or other encumbrances (collectively, "Liens") in favor
of Bank;  (b) Liens existing on the date hereof and disclosed in writing to Bank
(including,  without limitation, the Liens described on the attached Exhibit A);
(c) Liens on equipment or inventory to secure the purchase  price  thereof;  (d)
Liens arising pursuant to operating or capital leases to secure the payments due
under such lease;  (e) Liens for taxes,  assessments or governmental  charges or
levies  not yet due and  payable  (or as to which the  period of grace,  if any,
related thereto has not yet expired) or which are being contested in good faith;
(f) Liens of  materialmen,  mechanics,  carriers,  warehousemen,  processors  or
landlords  for labor,  materials,  supplies or rentals  incurred in the ordinary
course of  business;  (g) Liens  consisting  of deposits or pledges  made in the
ordinary course of business in connection with, or to secure payment of,
                                       -3-
<PAGE>
obligations  under  workers  compensation,  unemployment  insurance  or  similar
legislation  and utility  deposits;  (h) Liens securing the performance of bids,
tenders, statutory obligations, surety and appeal bonds and other obligations of
like nature, incurred in the ordinary course of business; (i) Liens constituting
encumbrances  in the  nature of zoning  restrictions,  easements  and  rights of
restriction of record on the use of real property, which in the aggregate do not
materially  detract from the value of such property;  (j) Liens  consented to by
Bank in writing; or (k) Liens to secure indebtedness permitted under Section 5.2
hereof.

         SECTION 6. INCOME TAX RETURNS. Borrower has no knowledge of any pending
assessments or adjustments of its income tax payable with respect to any year.

         SECTION 7. NO SUBORDINATION. There is no agreement, indenture, contract
or instrument to which  Borrower is a party that requires the  subordination  in
right of payment of any of Borrower's  obligations  subject to this Agreement to
any other obligation of Borrower.

         SECTION  8.  PERMITS,  FRANCHISES.   Borrower  possesses  all  permits,
consents,  approvals,  franchises  and  licenses  required  and  rights  to  all
trademarks,  trade names,  patents,  and fictitious names, if any,  necessary to
enable it to conduct the business in which it is now engaged in compliance  with
applicable  law and the  failure  of which to so  possess  would have a material
adverse effect on the financial condition of Borrower and its subsidiaries taken
as a whole.

         SECTION 9. ERISA. To Borrower's knowledge, Borrower is in compliance in
all material respects with all applicable  provisions of the Employee Retirement
Income  Security  Act of  1974,  as  amended  or  recodified  from  time to time
("ERISA");  to Borrower's  knowledge,  Borrower has not materially  violated any
provision  of any defined  employee  pension  benefit plan (as defined in ERISA)
maintained  or  contributed  to by  Borrower  (each,  a "Plan");  to  Borrower's
knowledge,  no  Reportable  Event  as  defined  in  ERISA  has  occurred  and is
continuing  with  respect  to any Plan  initiated  by  Borrower;  to  Borrower's
knowledge,  Borrower has met its minimum funding  requirements  under ERISA with
respect to each Plan;  and to  Borrower's  knowledge,  each Plan will be able to
fulfill its benefit  obligations  as they come due in  accordance  with the Plan
documents and under generally accepted accounting principles.

         SECTION  10.  OTHER  OBLIGATIONS.  Borrower  is not in  default  on any
obligation  for borrowed  money or any  purchase  money  obligation  (where such
material  default would allow the creditor of Borrower to accelerate the payment
of the loan or obligation) or any other material lease or contract.


         SECTION 11. ENVIRONMENTAL  MATTERS.  Except as disclosed by Borrower to
Bank in writing prior to the date hereof, to Borrower's  knowledge,  Borrower is
in compliance  in all material  respects  with all  applicable  federal or state
environmental,  hazardous waste,  health and safety  statutes,  and any rules or
regulations  adopted pursuant thereto,  which govern or affect any of Borrower's
operations and/or properties,  including without  limitation,  the Comprehensive
Environmental  Response,  Compensation  and Liability Act of 1980, the Superfund
Amendments and  Reauthorization  Act of 1986, the Federal Resource  Conservation
and Recovery Act of 1976,
                                       -4-
<PAGE>
and the Federal Toxic Substances Control Act. None of the operations of Borrower
is the  subject of any  federal or state  investigation  evaluating  whether any
remedial  action  involving  a  material  expenditure  is needed to respond to a
release of any toxic or hazardous  waste or substance into the  environment.  To
Borrower's   knowledge,   Borrower  has  no  material  contingent  liability  in
connection  with any release of any toxic or hazardous  waste or substance  into
the environment.

                                   ARTICLE III

                                   CONDITIONS
                                   ----------

         SECTION 1. CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of
Bank to extend  any  credit  contemplated  by this  Agreement  is subject to the
fulfillment to Bank's satisfaction of all of the following conditions:

                  (a) Approval of Bank Counsel.  All legal matters incidental to
the extension of credit by Bank shall be satisfactory to Bank's counsel.

                  (b)  Documentation.  Bank  shall  have  received,  in form and
substance satisfactory to Bank, each of the following, duly executed:

                           (i)      This Agreement and the Line of Credit Note.

                           (ii)     Such  other  documents as  Bank may  require
         under any other Section of this Agreement.

                  (c)  Financial  Condition.  There  shall have been no material
adverse change, as reasonably  determined by Bank, in the financial condition of
Borrower  and  its  subsidiaries  taken  as a  whole  or  any  annual  financial
projections  provided  to  Bank  by  Borrower,  nor  any  material  decline,  as
reasonably  determined by Bank, in the market value of a substantial or material
portion of the assets of Borrower and its subsidiaries taken as a whole.

                  (d) Insurance.  Borrower shall have delivered to Bank evidence
of  insurance  coverage  on  all  Borrower's  property,  in  types  and  amounts
customarily  covered in lines of business similar to that of Borrower and issued
by companies  reasonably  satisfactory to Bank, and where required by Bank, with
loss payable endorsements in favor of Bank.


         SECTION 2.  CONDITIONS OF EACH  EXTENSION OF CREDIT.  The obligation of
Bank to make each extension of credit  requested by Borrower  hereunder shall be
subject  to the  fulfillment  to Bank's  satisfaction  of each of the  following
conditions:

                  (a) Compliance.  The representations and warranties  contained
herein and in each of the other  Loan  Documents  shall be true in all  material
respects on and as of the date of the signing of this  Agreement and on the date
of each  extension of credit by Bank  pursuant  hereto,  with the same effect as
though such  representations and warranties had been made on and as of each such
date, and on each such date, and no Event of Default as defined herein shall
                                       -5-
<PAGE>
be continuing or shall exist.

                  (b)  Documentation.  Bank shall have  received all  additional
documents which may be required in connection with such extension of credit.

                                   ARTICLE IV

                              AFFIRMATIVE COVENANTS
                              ---------------------

         Borrower  covenants  that so long as Bank  remains  committed to extend
credit to  Borrower  pursuant  hereto,  or any  liabilities  (whether  direct or
contingent,  liquidated  or  unliquidated)  of Borrower to Bank under any of the
Loan Documents remain outstanding,  and until payment in full of all obligations
of Borrower subject hereto,  Borrower shall,  unless Bank otherwise  consents in
writing:

         SECTION 1. PUNCTUAL PAYMENTS.  Punctually pay all principal,  interest,
fees or other  liabilities  due under any of the Loan Documents at the times and
place and in the manner specified therein.

         SECTION 2. ACCOUNTING RECORDS. Maintain books and records in accordance
with generally accepted accounting  principles  consistently applied, and, after
48 hours  prior  written  notice,  permit  any  representative  of Bank,  at any
reasonable time during the regular business hours of Borrower,  to: (a) inspect,
audit and examine  such books and  records and make copies of the same;  and (b)
inspect the properties of Borrower.

         SECTION 3. FINANCIAL STATEMENTS.  Provide to Bank all of the following,
in form and detail reasonably satisfactory to Bank:

                  (a) not later than ninety (90) days after and as of the end of
each fiscal year, a financial statement of Borrower, certified by an independent
certified public accountant, to include a balance sheet, statement of income and
expenses and statement of cash flows, which financial statement  requirement may
be  satisfied  by delivery to Bank of a copy of the  Borrower's  Form 10-K filed
with the U.S. Securities and Exchange  Commission  ("SEC"),  and within ten (10)
business  days after  filing,  copies of  Borrower's  filed  federal  income tax
returns for such year;


                  (b) not later  than  forty-five  (45) days after and as of the
end of each fiscal  quarter,  a financial  statement  of  Borrower,  prepared by
Borrower,  to include a balance  sheet,  statement  of income and  expenses  and
statement of cash flows which financial  statement  requirement may be satisfied
by delivery to Bank of a copy of the Borrower's Form 10-Q filed with the SEC;

                  (c) contemporaneously with each annual and quarterly financial
statement of Borrower required hereby, a certificate for the benefit of the Bank
as to the financial  statements in the form of the Borrower's  certification  of
the Forms 10-K and 10-Q  delivered to the SEC together with a certificate of the
president or chief financial officer of Borrower that there exists
                                       -6-
<PAGE>
no Event of Default  and  indicating  compliance  with each  financial  covenant
described in Section 4.9 hereof;

                  (d)  from  time to time  such  other  information  as Bank may
reasonably request.

         SECTION 4.  COMPLIANCE.  Preserve and maintain all  licenses,  permits,
governmental  approvals,  rights,  privileges and  franchises  necessary for the
conduct of its business the failure of which to preserve or maintain  would have
a material adverse effect on Borrower or its subsidiaries  taken as a whole; and
comply  with the  provisions  of all  documents  pursuant  to which  Borrower is
organized  and/or  which  govern  Borrower's  continued  existence  and with the
material  requirements  of  all  laws,  rules,  regulations  and  orders  of any
governmental  authority  applicable to Borrower and/or its business,  unless the
failure to so  materially  comply  would not have a material  adverse  effect on
Borrower and its subsidiaries taken as a whole.

         SECTION 5. INSURANCE. Maintain and keep in force insurance of the types
and in  amounts  customarily  carried  in lines of  business  similar to that of
Borrower,   including  but  not  limited  to  fire,  extended  coverage,  public
liability,  flood,  property  damage and  workers'  compensation,  with all such
insurance carried with companies and in amounts reasonably satisfactory to Bank,
and  deliver to Bank from time to time at Bank's  reasonable  request  schedules
setting forth all insurance then in effect.

         SECTION  6.  FACILITIES.  Keep all  properties  owned by  Borrower  and
material to Borrower's  business in good repair and condition,  and from time to
time make  repairs,  renewals  and  replacements  thereto  consistent  with past
practices.

         SECTION 7. TAXES AND OTHER LIABILITIES.  Pay and discharge when due any
and all indebtedness, obligations, assessments and taxes, both real or personal,
including without  limitation federal and state income taxes and state and local
property  taxes and  assessments,  except such (a) as Borrower may in good faith
contest or as to which a bona fide dispute may arise, and for which Borrower has
made provision, to Bank's reasonable satisfaction,  for eventual payment thereof
in the  event  Borrower  is  obligated  to make such  payment,  or (b) where the
failure to pay or discharge would not have a material adverse effect on Borrower
and its subsidiaries taken as a whole.


         SECTION 8.  LITIGATION.  Promptly give notice in writing to Bank of any
litigation  pending or  threatened  against  Borrower  with a claim in excess of
$500,000.00.

         SECTION 9. FINANCIAL CONDITION.  Maintain, as of the end of each fiscal
quarter, unless otherwise indicated, the financial condition of Borrower and its
subsidiaries  taken as a whole as follows using  generally  accepted  accounting
principles  consistently  applied  and used  consistently  with prior  practices
(except to the extent modified by the definitions herein):

                  (a) Current  Ratio not at any time less than 1.2 to 1.0,  with
"Current  Ratio"  defined  as total  current  assets  divided  by total  current
liabilities.
                                       -7-
<PAGE>
                  (b)   Tangible   Net   Worth   not  at  any  time   less  than
$15,000,000.00  as of December 31, 1996  increased  thereafter by the sum of (i)
fifty percent (50%) of any future net income after taxes (but not reduced by any
net loss) and (ii) ninety  percent (90%) of any future  increases in stockholder
equity,  including  without  limitation  preferred  stock, due to any new equity
offering,   with  "Tangible  Net  Worth"  defined  as  the  aggregate  of  total
stockholders' equity plus subordinated debt less any intangible assets.

                  (c) Total Liabilities divided by Tangible Net Worth not at any
time greater than 1.0 to 1.0, with "Total Liabilities"  defined as the aggregate
of current  liabilities and non-current  liabilities less subordinated debt, and
with "Tangible Net Worth" as defined above.

                  (d) Net  income  after  taxes  not less  than $0 on an  annual
basis,  determined as of each fiscal year end with no quarterly  losses for more
than two  consecutive  fiscal  quarters,  excluding from the  calculation of net
income any losses  incurred as a result of any  non-recurring  write-offs of any
research and development assets purchased as part of a business acquisition.

                  (e) EBITDA  Coverage Ratio not less than 1.5 to 1.0 as of each
fiscal year end,  with  "EBITDA"  defined as net profit before tax plus interest
expense  (net  of  capitalized  interest  expense),   depreciation  expense  and
amortization expense, and with "EBITDA Coverage Ratio" defined as EBITDA divided
by the  aggregate  of total  interest  expense  plus the  prior  period  current
maturity of long-term debt and the prior period current maturity of subordinated
debt.

         SECTION 10.  NOTICE TO BANK.  Promptly  (but in no event more than five
(5) business days after Borrower obtains knowledge of each such event or matter)
give written  notice to Bank in reasonable  detail of: (a) the occurrence of any
Event of Default; (b) any change in the name or the organizational  structure of
Borrower;  (c) the occurrence  and nature of any Reportable  Event or Prohibited
Transaction, each as defined in ERISA, or any funding deficiency with respect to
any Plan; or (d) any termination or  cancellation of any insurance  policy which
Borrower is required to maintain,  or any uninsured or partially  uninsured loss
through  liability or property damage, or through fire, theft or any other cause
affecting Borrower's property in excess of an aggregate of $500,000.00.


                                    ARTICLE V

                               NEGATIVE COVENANTS
                               ------------------

         Borrower  further  covenants that so long as Bank remains  committed to
extend credit to Borrower pursuant hereto, or any liabilities (whether direct or
contingent,  liquidated  or  unliquidated)  of Borrower to Bank under any of the
Loan Documents remain outstanding,  and until payment in full of all obligations
of Borrower  subject  hereto,  Borrower  will not without  Bank's prior  written
consent:

         SECTION 1. USE OF FUNDS. Use any of the proceeds of any credit extended
hereunder except for the purposes stated in Article I hereof.
                                       -8-
<PAGE>
         SECTION 2. OTHER INDEBTEDNESS. Create, incur, assume or permit to exist
any indebtedness or liabilities  resulting from  borrowings,  loans or advances,
whether secured or unsecured, matured or unmatured,  liquidated or unliquidated,
joint or several,  except (a) the liabilities of Borrower to Bank; (b) any other
liabilities of Borrower existing as of, and disclosed to Bank prior to, the date
hereof (including, without limitation, the liability to Zions Credit Corporation
evidenced by the Security  Agreement and  Promissory  Note,  dated  December 27,
1995,  and  any  other  documents  executed  in  connection  therewith,  and the
liability to Security Bank,  N.A. - Garland,  evidenced by the  Promissory  Note
(Secured by Deed of Trust),  dated  October 16,  1995,  and any other  documents
executed  in  connection  therewith,  which  liability  was  assumed by Borrower
pursuant to the Consent and Release,  dated December 27, 1996); (c) indebtedness
or obligations to any of the  subsidiaries or affiliates of Borrower;  (d) trade
accounts  created,  or  prepaid  expenses  accrued,  in the  ordinary  course of
business; (e) operating or capital leases entered into in the ordinary course of
business;  and (f) other  indebtedness or obligations in an aggregate  amount at
any time outstanding not to exceed $1,000,000.00.

         SECTION 3.  MERGER,  CONSOLIDATION,  TRANSFER OF ASSETS.  Merge into or
consolidate with any other entity, unless Borrower is the surviving entity; make
any substantial change in the general nature of Borrower's business as conducted
as of the date hereof; nor sell, lease,  transfer or otherwise dispose of all or
a substantial  or material  portion of Borrower's  assets except in the ordinary
course  of its  business,  and  except  for  the  purposed  sale  and  leaseback
transaction related to Borrower's Dallas, Texas facility.

         SECTION 4. GUARANTIES. Guarantee or become liable in any way as surety,
endorser  (other  than as  endorser  of  negotiable  instruments  for deposit or
collection  in the  ordinary  course of  business),  accommodation  endorser  or
otherwise for, nor pledge or hypothecate (other than Permitted Liens) any assets
of Borrower as security for, any  liabilities or obligations of any other person
or entity,  except any of the  foregoing:  (a) in favor of Bank; (b) existing on
the date hereof (including, without limitation, the Absolute,  Unconditional and
Continuing  Guaranty,  dated January 15, 1997,  executed by Borrower in favor of
William Mayer); or (c) in connection with any acquisition permitted hereunder so
long as the maximum liability thereunder does not exceed $1,000,000.00.


         SECTION 5. LOANS, ADVANCES,  INVESTMENTS. Make any loans or advances to
or  investments  in any person or entity,  except:  (a) loans or advances to, or
investments  in,  any  person  or  entity  existing  as of the date  hereof  and
disclosed in writing to Bank  (including,  without  limitation,  the investments
described on the attached  Exhibit B); (b) loans or advances to, or  investments
in, any of the  subsidiaries  or  affiliates  of  Borrower  existing on the date
hereof (which include  CompuRoute,  Inc.,  Silicon  Valley Test & Repair,  Inc.,
Cerprobe Asia Holdings PTE. LTD. and Cerprobe Europe, Limited) or any subsidiary
of Borrower  formed or acquired after the date hereof;  (c) loans or advances to
or  investments  in, the  limited  liability  company  arising  pursuant  to the
Operating  Agreement  of Upsys - Cerprobe,  L.L.C.,  dated  February  12,  1997,
executed (but not yet  effective) by Borrower and Upsys,  a French  corporation,
each as a member;  (d) loans or  advances  to the  employees  of Borrower or its
subsidiaries  or affiliates for reasonable  travel and business  expenses in the
ordinary  course of business;  (e) deposits for  utilities,  security  deposits,
leases and similar prepaid expenses accrued in the ordinary course
                                       -9-
<PAGE>
of business;  and (f) other loans or advances to, or investments  in, any person
or entity not to exceed $500,000.00 in the aggregate after the date hereof.

         SECTION 6.  DIVIDENDS,  DISTRIBUTIONS.  Declare or pay any  dividend or
distribution either in cash, stock or any other property on Borrower's stock now
or hereafter outstanding,  nor redeem,  retire,  repurchase or otherwise acquire
any  shares  of any class of  Borrower's  stock  now or  hereafter  outstanding;
provided,  however,  that the foregoing shall not restrict the right of Borrower
to redeem shares of the Series A Preferred  Stock of Borrower in accordance with
Section 6 of the Certificate of Designation of Series A Preferred  Stock,  which
is included in the Certificate of Incorporation of Borrower.

         SECTION 7. PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist
a security  interest in, or lien upon,  all or any portion of Borrower's  assets
now owned or  hereafter  acquired,  including  without  limitation  its accounts
receivable,  inventory,  unpledged  equipment and real estate,  except Permitted
Liens.

                                   ARTICLE VI

                                EVENTS OF DEFAULT
                                -----------------

         SECTION 1. EVENTS OF DEFAULT.  The  occurrence  of any of the following
shall constitute an "Event of Default" under this Agreement:

                  (a) Borrower  shall fail to pay within five (5) business  days
of when due any principal or interest payable under any of the Loan Documents.

                  (b) Borrower  shall fail to pay within five (5) business  days
after written notice from Bank any fees or other amounts  payable under the Loan
Documents (other than those referred to in subsection (a) above).


                  (c) Any financial  statement or certificate  furnished to Bank
in connection  with, or any  representation  or warranty made by Borrower or any
other party under this  Agreement or any other Loan  Document  shall prove to be
incorrect, false or misleading in any material respect when furnished or made.

                  (d) Any default in the compliance with any covenant  contained
in Section 4.9 hereof and such  default  shall  continue  for a period of twenty
(20) days from its occurrence.

                  (e) Any default in the  performance of or compliance  with any
obligation,  agreement or other provision  contained herein or in any other Loan
Document  (other than those  referred to in  subsections  (a),  (b), (c) and (d)
above),  and with respect to any such default  which by its nature can be cured,
such default shall continue for a period of thirty (30) days from written notice
thereof to Borrower, or, if such default by it nature cannot reasonably be cured
within such thirty (30) day  period,  within  sixty (60) days of written  notice
thereof so long as Borrower is diligently  and in good faith  attempting to cure
such default.
                                      -10-
<PAGE>
                  (f)  Any  default  in  the  payment  or   performance  of  any
obligation,  or any defined event of default, under the terms of any contract or
instrument (other than any of the Loan Documents) pursuant to which Borrower has
incurred any debt or other liability to any person or entity, including Bank, if
the amount of such debt or  liability  is in excess of $500,000 and such default
provides  the  other  person  or  entity  the  right to  accelerate  the debt or
liability and any applicable period of grace or right to cure has expired.

                  (g)  The  service  of a  notice  of levy  and/or  of a writ of
attachment or execution,  or other like process,  against the assets of Borrower
which  exceeds  $500,000  in  value  and  such  notice  of levy  and/or  writ of
attachment or execution or other like process  shall  continue  undischarged  or
unstayed  for a period of thirty (30) days;  or the entry of a judgment  against
Borrower for the payment of money which exceeds  $500,000  (which is not covered
by  insurance)  and such  judgment  shall  continue  undischarged,  unstayed  or
unbonded for a period of thirty (30) days.

                  (h)  Borrower  shall  become  insolvent,  or shall  suffer  or
consent to or apply for the  appointment  of a receiver,  trustee,  custodian or
liquidator of itself or any material portion of its property,  or shall admit in
writing  that it is unable to pay its debts as they  become due, or shall make a
general assignment for the benefit of creditors; Borrower shall file a voluntary
petition in bankruptcy, or seeking reorganization,  in order to effect a plan or
other arrangement with creditors or any other relief under the Bankruptcy Reform
Act,  Title 11 of the United States Code, as amended or recodified  from time to
time  ("Bankruptcy  Code"), or under any state or federal law granting relief to
debtors,  whether now or hereafter  in effect;  or any  involuntary  petition or
proceeding  pursuant to the  Bankruptcy  Code or any other  applicable  state or
federal law relating to bankruptcy,  reorganization  or other relief for debtors
is filed or commenced  against  Borrower and such  petition or proceeding is not
dismissed  within  ninety (90) days of the filing or  commencement  thereof,  or
Borrower shall file an answer  admitting the  jurisdiction  of the court and the
material  allegations  of  any  involuntary   petition;  or  Borrower  shall  be
adjudicated a bankrupt, or an order for relief shall be entered against Borrower
by any court of competent  jurisdiction  under the Bankruptcy  Code or any other
applicable state or federal law relating to bankruptcy,  reorganization or other
relief for  debtors  and such order for relief  shall  continue  unstayed  for a
period of ninety (90) days.

                  (i) The dissolution or liquidation of Borrower; or Borrower or
any of its  directors,  stockholders  or members,  shall take action  seeking to
effect the dissolution or liquidation of Borrower.

         SECTION 2. REMEDIES.  Upon the occurrence of any Event of Default:  (a)
all indebtedness of Borrower under each of the Loan Documents,  any term thereof
to the  contrary  notwithstanding,  shall at Bank's  option and  without  notice
become  immediately  due and payable  without  presentment,  demand,  protest or
notice of dishonor,  all of which are hereby  expressly waived by each Borrower;
(b) the  obligation,  if any, of Bank to extend any further  credit under any of
the Loan Documents  shall  immediately  cease and terminate;  and (c) Bank shall
have all rights, powers and remedies available under each of the Loan Documents,
or accorded by law,  including without  limitation the right to resort to any or
all  security  for any  credit  accommodation  from Bank  subject  hereto and to
exercise any or all of the rights of a beneficiary
                                      -11-
<PAGE>
or secured party pursuant to applicable law. All rights,  powers and remedies of
Bank  may be  exercised  at any time by Bank and  from  time to time  after  the
occurrence of an Event of Default,  are cumulative and not exclusive,  and shall
be in  addition  to any other  rights,  powers or  remedies  provided  by law or
equity.

                                   ARTICLE VII

                                  MISCELLANEOUS
                                  -------------

         SECTION 1. NO WAIVER.  No delay,  failure or  discontinuance of Bank in
exercising  any right,  power or remedy  under any of the Loan  Documents  shall
affect or operate  as a waiver of such  right,  power or  remedy;  nor shall any
single or partial exercise of any such right, power or remedy preclude, waive or
otherwise  affect any other or further  exercise  thereof or the exercise of any
other right,  power or remedy.  Any waiver,  permit,  consent or approval of any
kind by Bank of any breach of or default under any of the Loan Documents must be
in writing and shall be effective only to the extent set forth in such writing.

         SECTION 2. NOTICES.  All notices,  requests and demands which any party
is required or may desire to give to any other party under any provision of this
Agreement must be in writing delivered to each party at the following address:

               BORROWER:           CERPROBE CORPORATION
                                   600 South Rockford Drive
                                   Tempe, Arizona 85281
                                   Attention:  Randal Buness
                                   Facsimile No.:  (602) 967-4636


               with a copy to:     O'CONNOR CAVANAGH
                                   One East Camelback Road
                                   Suite 1100
                                   Phoenix, Arizona  85012
                                   Attention:  John B. Furman, Esq.
                                   Facsimile No.:  (602) 263-2900

               BANK:               WELLS FARGO BANK, NATIONAL ASSOCIATION
                                   100 West Washington, MAC #4101-250
                                   Phoenix, Arizona  85003
                                   Attention:  Commercial Banking, Kathleen Sowa
                                   Facsimile No.:  (602) 229-4409

or to such other  address as any party may  designate  by written  notice to all
other  parties.  Each such  notice,  request and demand shall be deemed given or
made as follows:  (a) if sent by hand delivery,  upon  delivery;  (b) if sent by
mail, upon the earlier of the date of receipt or three (3) days after deposit in
the U.S.  mail,  first class and postage  prepaid;  and (c) if sent by telecopy,
upon receipt.
                                      -12-
<PAGE>
         SECTION 3. COSTS,  EXPENSES AND ATTORNEYS' FEES.  Borrower shall pay to
Bank  immediately  upon  demand  the full  amount  of all  reasonable  payments,
advances, charges, costs and expenses,  including reasonable attorneys' fees (to
include  outside  counsel  fees  and all  allocated  costs  of  Bank's  in-house
counsel),  expended or incurred by Bank in connection  with (a) the  negotiation
and preparation of this Agreement and the other Loan Documents, Bank's continued
administration  hereof and thereof,  and the  preparation  of any amendments and
waivers  hereto and thereto,  (b) the  enforcement  of Bank's  rights and/or the
collection  of any  amounts  which  become  due to Bank  under  any of the  Loan
Documents,  and (c) the  prosecution or defense of any action in any way related
to any of the Loan  Documents,  including  without  limitation,  any  action for
declaratory  relief,  whether  incurred at the trial or appellate  level,  in an
arbitration proceeding or otherwise, and including any of the foregoing incurred
in connection with any bankruptcy proceeding (including without limitation,  any
adversary  proceeding,  contested  matter or motion brought by Bank or any other
person) relating to any Borrower or any other person or entity.

         SECTION 4. SUCCESSORS, ASSIGNMENT. This Agreement shall be binding upon
and  inure  to  the  benefit  of the  heirs,  executors,  administrators,  legal
representatives,  successors and assigns of the parties;  provided however, that
Borrower may not assign or transfer its interest  hereunder without Bank's prior
written consent. Bank reserves the right to sell, assign, transfer, negotiate or
grant  participations  in all or any part of, or any interest in,  Bank's rights
and benefits under each of the Loan Documents. In connection therewith, Bank may
disclose  all  documents  and  information  which Bank now has or may  hereafter
acquire  relating to any credit  extended by Bank to  Borrower,  Borrower or its
business.


         SECTION 5. ENTIRE  AGREEMENT;  AMENDMENT.  This Agreement and the other
Loan Documents  constitute the entire  agreement  between Borrower and Bank with
respect to any  extension of credit by Bank  subject  hereto and  supersede  all
prior negotiations,  communications,  discussions and correspondence  concerning
the subject  matter  hereof.  This  Agreement may be amended or modified only in
writing signed by each party hereto.

         SECTION 6. NO THIRD PARTY  BENEFICIARIES.  This  Agreement  is made and
entered into for the sole protection and benefit of the parties hereto and their
respective permitted successors and assigns, and no other person or entity shall
be a third party  beneficiary of, or have any direct or indirect cause of action
or claim in connection  with,  this Agreement or any other of the Loan Documents
to which it is not a party.

         SECTION 7. TIME.  Time is of the essence of each and every provision of
this Agreement and each other of the Loan Documents.

         SECTION  8.  SEVERABILITY  OF  PROVISIONS.  If any  provision  of  this
Agreement shall be prohibited by or invalid under applicable law, such provision
shall be  ineffective  only to the  extent  of such  prohibition  or  invalidity
without invalidating the remainder of such provision or any remaining provisions
of this Agreement.

         SECTION 9.  COUNTERPARTS.  This Agreement may be executed in any number
of
                                      -13-
<PAGE>
counterparts, each of which when executed and delivered shall be deemed to be an
original, and all of which when taken together shall constitute one and the same
Agreement.

         SECTION 10.  GOVERNING  LAW.  This  Agreement  shall be governed by and
construed in accordance with the laws of the State of Arizona.

         SECTION 11. SUPERSEDED DOCUMENTS. This Agreement and the Line of Credit
Note are executed to replace the Business Loan Agreement,  dated April 27, 1996,
executed by Borrower and First  Interstate  Bank of Arizona (the  predecessor of
Bank)  ("FIB"),  the  Promissory  Note,  dated  April 27,  1996,  in the maximum
principal  amount of  $3,000,000,  executed  by Borrower in favor of FIB and all
other documents executed in connection therewith (collectively,  the "Superseded
Documents").  Upon the execution and delivery of this  Agreement and the Line of
Credit Note by Borrower, Bank shall deliver the Superseded Documents to Borrower
marked "Paid" or "Cancelled."

         SECTION 12.  ARBITRATION.

                  (a)  Arbitration.  Upon the demand of any party,  any  Dispute
shall be resolved by binding  arbitration  (except as set forth in (e) below) in
accordance with the terms of this Agreement.  A "Dispute" shall mean any action,
dispute,  claim  or  controversy  of any  kind,  whether  in  contract  or tort,
statutory or common law, legal or equitable,  now existing or hereafter  arising
under  or in  connection  with,  or in any way  pertaining  to,  any of the Loan
Documents,  or any past,  present  or  future  extensions  of  credit  and other
activities,  transactions  or  obligations  of  any  kind  related  directly  or
indirectly to any of the Loan Documents,  including without  limitation,  any of
the  foregoing  arising  in  connection  with  the  exercise  of any  self-help,
ancillary or other remedies pursuant to any of the Loan Documents. Any party may
by  summary  proceedings  bring an action in court to  compel  arbitration  of a
Dispute.  Any party who fails or refuses to submit to  arbitration  following  a
lawful  demand by any other party shall bear all costs and expenses  incurred by
such other party in compelling arbitration of any Dispute.

                  (b)  Governing  Rules.   Arbitration   proceedings   shall  be
administered  by the  American  Arbitration  Association  ("AAA")  or such other
administrator  as the parties shall mutually  agree upon in accordance  with the
AAA Commercial Arbitration Rules. All Disputes submitted to arbitration shall be
resolved in accordance  with the Federal  Arbitration Act (Title 9 of the United
States Code),  notwithstanding any conflicting choice of law provision in any of
the Loan Documents.  The arbitration shall be conducted at a location in Arizona
selected  by the AAA or  other  administrator.  If  there  is any  inconsistency
between the terms hereof and any such rules,  the terms and procedures set forth
herein shall control. All statutes of limitation applicable to any Dispute shall
apply to any arbitration proceeding. All discovery activities shall be expressly
limited to matters directly relevant to the Dispute being  arbitrated.  Judgment
upon any award  rendered in an  arbitration  may be entered in any court  having
jurisdiction; provided however, that nothing contained herein shall be deemed to
be a waiver by any party that is a bank of the protections  afforded to it under
12 U.S.C. ss.91 or any similar applicable state law.

                  (c)   No   Waiver;   Provisional   Remedies,   Self-Help   and
Foreclosure.  No provision hereof shall limit the right of any party to exercise
self-help remedies such as setoff,
                                      -14-
<PAGE>
foreclosure  against  or sale of any real or  personal  property  collateral  or
security,  or to obtain  provisional or ancillary  remedies,  including  without
limitation  injunctive  relief,  sequestration,  attachment,  garnishment or the
appointment of a receiver,  from a court of competent jurisdiction before, after
or during the pendency of any arbitration or other  proceeding.  The exercise of
any such  remedy  shall not  waive the right of any party to compel  arbitration
hereunder.

                  (d) Arbitrator Qualifications and Powers; Awards.  Arbitrators
must be active  members of the Arizona State Bar or retired  judges of the state
or federal judiciary of Arizona with expertise in the substantive law applicable
to the subject matter of the Dispute and possessing general commercial  business
experience.  Arbitrators are empowered to resolve Disputes by summary rulings in
response to motions filed prior to the final  arbitration  hearing.  Arbitrators
(i) shall resolve all Disputes in  accordance  with the  substantive  law of the
state of Arizona,  (ii) may grant any remedy or relief that a court of the state
of  Arizona  could  order or grant  within the scope  hereof and such  ancillary
relief as is necessary  to make  effective  any award,  and (iii) shall have the
power to award  recovery of all costs and fees, to impose  sanctions and to take
such  other  actions as they deem  necessary  to the same  extent a judge  could
pursuant to the Federal  Rules of Civil  Procedure,  the Arizona  Rules of Civil
Procedure  or  other  applicable  law.  Any  Dispute  in  which  the  amount  in
controversy  is $5,000,000 or less shall be decided by a single  arbitrator  who
shall not render an award of greater than $5,000,000 (including damages,  costs,
fees and expenses).  By submission to a single arbitrator,  each party expressly
waives any right or claim to recover more than $5,000,000.  Any Dispute in which
the amount in controversy  exceeds  $5,000,000 shall be decided by majority vote
of a panel of three  arbitrators;  provided however,  that all three arbitrators
must actively participate in all hearings and deliberations.

                  (e) Judicial  Review.  Notwithstanding  anything herein to the
contrary,  in any  arbitration  in  which  the  amount  in  controversy  exceeds
$25,000,000,  the  arbitrators  shall  be  required  to make  specific,  written
findings  of  fact  and  conclusions  of  law.  In  such  arbitrations  (i)  the
arbitrators shall not have the power to make any award which is not supported by
substantial  evidence or which is based on legal error,  (ii) an award shall not
be  binding  upon the  parties  unless the  findings  of fact are  supported  by
substantial  evidence and the  conclusions  of law are not  erroneous  under the
substantive  law of the state of Arizona,  and (iii) the  parties  shall have in
addition to the grounds referred to in the Federal Arbitration Act for vacating,
modifying or correcting an award the right to judicial review of (A) whether the
findings of fact  rendered  by the  arbitrators  are  supported  by  substantial
evidence,  and (B)  whether  the  conclusions  of law are  erroneous  under  the
substantive law of the state of Arizona.  Judgment confirming an award in such a
proceeding  may be entered only if a court  determines the award is supported by
substantial  evidence and not based on legal error under the  substantive law of
the state of Arizona.

                  (f) Miscellaneous. To the maximum extent practicable, the AAA,
the  arbitrators  and the parties shall take all action required to conclude any
arbitration  proceeding  within 180 days of the filing of the  Dispute  with the
AAA. No arbitrator or other party to an arbitration  proceeding may disclose the
existence,  content or results thereof, except for disclosures of information by
a party  required in the ordinary  course of its business,  by applicable law or
regulation,  or to the extent  necessary to exercise any judicial  review rights
set
                                      -15-
<PAGE>
forth  herein.  If more than one  agreement  for  arbitration  by or between the
parties  potentially  applies  to a  Dispute,  the  arbitration  provision  most
directly  related to the Loan  Documents  or the  subject  matter of the Dispute
shall control. This arbitration  provision shall survive termination,  amendment
or  expiration  of any of the Loan  Documents  or any  relationship  between the
parties.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.

                                        CERPROBE CORPORATION, a Delaware
                                        corporation



                                        By:
                                        Title:


                                        WELLS FARGO BANK, NATIONAL
                                        ASSOCIATION



                                        By:
                                        Title:
                                      -16-
<PAGE>
                                   EXHIBIT "A"

                                      LIENS
                                      -----


                              Financing Statements
                                 filed with the
                    Office of the Arizona Secretary of State

File Date         File Number               Secured Party
---------         -----------               -------------

FEB 12, 1991      653382                    XEROX CORPORATION

JUL 14, 1992      711515                    CITICORP NORTH AMERICA

JUL 14, 1992      711516                    EATON FINANCIAL CORPORATION

JUN 25, 1993      748553                    NORWEST EQUIPMENT FINANCE, INC.

SEP 30, 1993      760012                    NORWEST EQUIPMENT FINANCE, INC.

MAR 27, 1995      825185                    FIRST INTERSTATE BANK OF ARIZONA

AUG 15, 1995      842809                    FIRST INTERSTATE BANK OF ARIZONA

JAN 3, 1996       861015                    ZIONS CREDIT CORPORATION


                                   Other Liens

                 Liens in favor of Security Bank, N.A. - Garland

                                      -17-
<PAGE>
                                   EXHIBIT "B"

                                   INVESTMENTS
                                   -----------


         1.  Cerprobe  Asia  Holdings  PTE.  LTD., a wholly owned  subsidiary of
Borrower,  together with Asian investors,  formed a joint venture named Cerprobe
Asia PTE.  LTD.  Cerprobe Asia Holdings PTE. LTD. owns 70% of Cerprobe Asia PTE.
LTD.  Cerprobe  Asia PTE.  LTD.  has two  wholly  owned  subsidiaries,  Cerprobe
Singapore PTE. LTD. and Cerprobe Taiwan Co. LTD.

         2. Borrower owns 36% of CRPB Investors, L.L.C., which owns the facility
and land for the corporate headquarters of Borrower.

         3.  Borrower has invested  approximately  $122,000 in Upsys - Cerprobe,
L.L.C.,  pursuant to that Operating  Agreement  dated February 12, 1997 executed
(but not yet effective) by Upsys, a French corporation,  and Borrower, each as a
member, with Cobra Venture Management, Inc., a Delaware corporation, as manager.
                                      -18-
<PAGE>
                                   EXHIBIT "C"

                                      NOTE
                                      ----

                                      -19-