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Aehr Test Systems Adopts Shareholder Rights Plan

Fremont, California, March 5, 2001 - Aehr Test Systems (Nasdaq: AEHR) The Board of Directors of Aehr Test Systems today announced that it has adopted a Shareholder Rights Plan and declared a divi-dend distribution of one Preferred Shares Purchase Right on each outstanding share of the Com-pany’s Common Stock.  The Rights are designed to assure that the Company’s shareholders receive fair and equal treatment in the event of any proposed takeover of the Company and to guard against partial tender offers and other abusive tactics to gain control of the Company without paying all shareholders the fair value of their shares, including a “control premium.”  The Plan was not adopted in response to any specific proposed attempt to acquire the Company.

Each right will entitle shareholders to buy 1/1000th of a share of the Company’s Series A Participating Preferred Stock at an exercise price of $35.00.  The Rights will become exer-cis-able following the tenth day after a person or group acquires 20% or more of the Company’s Common Stock or the tenth business day (or such later date as may be determined by the Board of Directors) after a person or group announces commencement of a tender or exchange offer, the consum-mation of which would result in ownership by the person or group of 20% or more of the Common Stock.  The Company will be entitled to redeem the Rights at $0.001 per Right at any time on or prior to public announcement that a person or group has acquired beneficial ownership of 20% or more of the Company’s Common Stock.

If, prior to redemption of the Rights, a person or group acquires 20% or more of the Company’s Common Stock, each Right not owned by a holder of 20% or more of the Common Stock will entitle its holder to purchase, at the Right’s then current exercise price, that number of shares of Common Stock of the Company (or, in certain circumstances as determined by the Board, cash, other property or other securities) having a market value at that time of twice the Right’s exercise price.  If, after a person or group acquires 20% or more of the Company’s Common Stock, the Company sells more than 50% of its assets or earning power or is acquired in a merger or other business combination transaction, the acquiring person must assume the obligations under the Rights and the Rights will become exercis-able to acquire Common Stock of the acquiring person at the discounted price.  At any time after an event triggering exercis-ability of the Rights at a discounted price and prior to the acquisi-tion by the acquiring person of 50% or more of the out-standing Common Stock, the Board of Directors of the Company may exchange the Rights (other than those owned by the acquiring person or its affiliates) for Common Stock of the Company at an exchange ratio of one share of Common Stock per Right.

The dividend distribution will be made on April 2, 2001 payable to shareholders of record on April 2, 2001.  The Rights will expire on April 3, 2010.

About Aehr Test Systems

Headquartered in Fremont, California, Aehr Test Systems is a leading provider of systems for burning-in and testing DRAMs and other integrated circuits and has an installed base of more than 2,000 systems worldwide.  Aehr Test has developed and introduced two innovative product families, the MTX system and DiePak? carrier.  The MTX is a massively parallel test system designed to reduce the cost of memory testing by performing both test and burn-in on thousands of devices simultaneously.  The DiePak carrier is a reusable, temporary package that enables integrated circuit manufacturers to perform cost-effective final test and burn-in of bare die.

Safe Harbor Statement

This release contains forward-looking statements within the meaning of the Securities Act of 1933.  Such forward-looking statements include statements regarding industry growth, customer demand for the Company’s products, and net sales and net income expectations related to the third quarter.  Such forward-looking statements are subject to risks and uncertainties which may cause actual results to vary.  These risks and uncertainties involve economic conditions in Asia and elsewhere, increased acceptance by customers of the MTX, MAX and DiePak technologies, and the potential emergence of alternative technologies, which could adversely affect demand for the Company’s products. See the company’s 10-K and most recent 10-Q filed with the SEC for additional risks affecting the Company.