The objective of this project is to build an instrument that will allow rapid evolution of sharp and special purpose tips for scanning probe microscopes. This new instrument integrates a scanning probe microscope with a scanning electron microscope and ion mill for preparing, imaging and using probe tips. Of special interest are processes involving decomposition of gases and liquid films to form hard tips, ferroelectric tips, and magnetic tips. The significance is that almost all scanning probe measurements, expecially with the atomic force microscope, are limited now by the tip. For the atomic force microscope, there is no instrument presently available that allows researchers to do rapid tip development. The system proposed here will allow super tips to be optimized rapidly, a benefit to many users of the atomic force microscope.