<SEQUENCE>5

<FILENAME>chgctrl-edgar.txt

<DESCRIPTION>FORM OF CHANGE OF CONTROL AGREEMENT

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                                AEHR TEST SYSTEMS



                      CHANGE OF CONTROL SEVERANCE AGREEMENT



      This Change of Control Severance Agreement (the "Agreement") is made and

entered into effective as of January 24, 2001 (the "Effective Date"), by and

between [Carl N. Buck, David S. Hendrickson, Gary L. Larson, Carl J. Meurell,

Rhea J. Posedel] (the "Employee") and Aehr Test Systems, a California

corporation (the "Company").  Certain capitalized terms used in this Agreement

are defined in Section 1 below.



                                 R E C I T A L S



       A.   It is expected that the Company from time to time will consider

the possibility of a Change of Control.  The Board of Directors of the as

Company (the "Board") recognizes that such consideration can be a distraction

to the Employee and can cause the Employee to consider alternative employment

opportunities.



       B.   The Board believes that it is in the best interests of the Company

and its shareholders to provide the Employee with an incentive to continue his

employment and to maximize the value of the Company upon a Change of Control

for the benefit of its shareholders.



       C.   In order to provide the Employee with enhanced financial security

and sufficient encouragement to remain with the Company notwithstanding the

possibility of a Change of Control, the Board believes that it is imperative

to provide the Employee with certain severance benefits upon the Employee's

termination of employment following a Change of Control.



                                    AGREEMENT



       In consideration of the mutual covenants herein contained and the

continued employment of Employee by the Company, the parties agree as follows:



       1.   Definition of Terms.  The following terms referred to in this

Agreement shall have the following meanings:



dishonesty taken by the Employee in connection with his responsibilities as an

employee which is intended to result in substantial personal enrichment of the

Employee,  (ii) Employee's conviction of a felony which the Board reasonably

believes has had or will have a material detrimental effect on the Company's

reputation or business, (iii) a willful act by the Employee which constitutes

misconduct and is injurious to the Company, and/or (iv) continued willful

violations by the Employee of the Employee's obligations to the Company after

there has been delivered to the Employee a written demand for performance from

the Company which describes the basis for the Company's belief that the

Employee has not substantially performed his duties.



            (b)   Change of Control.  "Change of Control" shall mean the

occurrence of any of the following events:





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                  (i)   the approval by shareholders of the Company of a

merger or consolidation of the Company with any other corporation, other than

a merger or consolidation which would result in the voting securities of the

Company outstanding immediately prior thereto continuing to represent (either

by remaining outstanding or by being converted into voting securities of the

surviving entity) more than fifty percent (50%) of the total voting power

represented by the voting securities of the Company or such surviving entity

outstanding immediately after such merger or consolidation;



                 (ii)   the approval by the shareholders of the Company of a

plan of complete liquidation of the Company or an agreement for the sale or

disposition by the Company of all or substantially all of the Company's

assets;



                (iii)   any "person" (as such term is used in Sections 13(d)

and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the

"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or

indirectly, of securities of the Company representing 50% or more of the total

voting power represented by the Company's then outstanding voting securities;

or



                 (iv)   a change in the composition of the Board, as a result

of which fewer than a majority of the directors are Incumbent Directors.

"Incumbent Directors" shall mean directors who either (A) are directors of the

Company as of the date hereof, or (B) are elected, or nominated for election,

to the Board with the affirmative votes of at least a majority of those

directors whose election or nomination was not in connection with any

transactions described in subsections (i), (ii), or (iii) or in connection

with an actual or threatened proxy contest relating to the election of

directors of the Company.



            (c)   Involuntary Termination.  "Involuntary Termination" shall

mean (i) without the Employee's express written consent, a significant

reduction of the Employee's duties, position or responsibilities relative to

the Employee's duties, position or responsibilities in effect immediately

prior to such reduction, or the removal of the Employee from such position,

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