EXHIBIT
NO. 10.1


 


AMENDMENT NO. 1


 


This AMENDMENT NO. 1 (this “Amendment No. 1”), by and between Micro
Component Technology, Inc., a Minnesota corporation (the “Company”) and Laurus Master Fund, Ltd., a
Cayman Islands company (“Laurus”),
dated as of January 28, 2005, to SECURED CONVERTIBLE TERM NOTE, SECURED
CONVERTIBLE MINIMUM BORROWING NOTE, SECURED REVOLVING NOTE, REGISTRATION RIGHTS
AGREEMENT and MINIMUM BORROWING NOTE REGISTRATION RIGHTS AGREEMENT, in each
case referred to below.


 


Reference is made to (i) that certain Secured
Convertible Term Note, dated March 9, 2004, made by the Company to Laurus
(as amended, modified or supplemented from time to time, the “Term Note”), (ii) that certain Secured
Convertible Minimum Borrowing Note, dated March 9, 2004, made by the
Company in favor of Laurus (as amended, modified or supplemented from time to
time, the “Minimum Borrowing Note”),
(iii) that certain Secured Revolving Note, dated March 9, 2004, made by
the Company in favor of Laurus (as amended, modified or supplemented from time
to time, the “Revolving Note”),
(iv) that certain  Registration Rights
Agreement, dated as of March 9, 2004, by and between the Company and
Laurus, relating to the Term Note (as amended, modified or supplemented from
time to time, the “Term Note  Registration Rights Agreement”) and (v)
that certain  Minimum Borrowing Note
Registration Rights Agreement, dated as of March 9, 2004, by and between
the Company and Laurus (as amended, modified or supplemented from time to time,
the “Minimum Borrowing Note  Registration Rights Agreement” and,
together with the Term Note, the Minimum Borrowing Note, the Revolving Note and
the Term Note Registration Rights Agreement, the “Documents”) Capitalized terms used herein without definition
shall have the meanings ascribed to such terms in the Term Note Registration
Rights Agreement or the Minimum Borrowing Note Registration Rights Agreement,
as applicable.


 


WHEREAS, the Company and Laurus have agreed
to make certain changes to the Documents and, in connection therewith, the
Company has agreed to issue an additional common stock purchase warrant to
Laurus to purchase up to 150,000 shares of the Common Stock of the Company (as
amended, modified or supplemented from time to time, the “New Warrant”);


 


NOW, THEREFORE, in consideration of the
above, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:


 


1.                           The definition of “Fixed
Conversion Price” set forth in the Term Note is hereby amended to mean $0.56.


 


2.                           The definition of “Maturity
Date” set forth in the Term Note is hereby amended to mean “March 10, 2008”.


 





















 


3.                           Laurus and the Company
hereby agree that the Company shall not be required to pay the principal
portion of any Monthly Amount due on the first business day of any calendar
month beginning on February 2005 to and including January 2006 on
such dates.


 


4.                           The definition of “Fixed
Conversion Price” set forth in each of the Minimum Borrowing Note and the
Revolving Note is hereby amended to mean, in each case, $0.60.


 


5.                           Laurus and the Company
hereby agree that the definitions of “Effectiveness Date”, “Filing Date”, “Registrable
Securities” and “Warrants” set forth in the Minimum Borrowing Note Registration
Rights Agreement shall be deleted in their entirety and the following new
definitions shall be inserted in lieu thereof:


 


“Effectiveness
Date” means (i) with respect to the initial Registration Statement required to
be filed hereunder, the 90th day following the date hereof and (ii)
with respect to each additional Registration Statement required to be filed
hereunder, a date no later than thirty (30) days following the applicable
Filing Date.


 


“Filing Date”
means, with respect to (i) the initial Registration Statement required to be
filed hereunder, a date no later than thirty (30) days following the funding
date of the initial Loan under the Security Agreement, (ii) with respect to
each $750,000 tranche of Loans evidenced by a Minimum Borrowing Note funded
after the date hereof, the date which is thirty (30) days after such funding of
such additional $750,000 of Loans evidenced by a Minimum Borrowing Note, (iii)
with respect to shares of Common Stock issuable to the Purchaser as a result of
adjustments to the Fixed Conversion Price or Exercise Price, as applicable,
made pursuant to Section 2.5 of the Revolving Note, Section 3.5 of
the Minimum Borrowing Notes, or Section 4 of the Warrant or otherwise,
thirty (30) days after the occurrence such event or the date of the adjustment
of the Fixed Conversion Price or Exercise Price (provided that, with respect to
the adjustment to the Fixed Conversion Price that occurred in January 2005,
the Filing Date shall be April 30, 2005) and (iv) with respect to any
Warrant issued after the date hereof, the date which is thirty (30) days after
the issuance of such Warrant (provided that, with respect to the Warrant that
was issued by the Company to the Purchaser in January 2005, the Filing
Date shall be April 30, 2005).


 


“Registrable Securities” means the shares of Common Stock issuable
upon the conversion of each Note and the exercise of the Warrants.


 


“Warrants” means, the Common Stock purchase warrants issued
pursuant to the Security Agreement (including, without limitation, any Common
Stock purchase warrants issued after March 9, 2004 in connection with any
amendment, modification or supplementation to any Note, the Security Agreement
or any agreement related thereto).


 


6.                           Laurus and the Company
hereby agree that the definitions of “Effectiveness Date” and “Filing Date” set
forth in the Term Note Registration Rights Agreement shall be deleted in their
entirety and the following new definitions shall be inserted in lieu thereof:


 





















 


“Effectiveness
Date” means (i) with respect to the initial Registration Statement required to
be filed hereunder, the 90th day following the date hereof and (ii)
with respect to each additional Registration Statement required to be filed
hereunder, a date no later than thirty (30) days following the applicable
Filing Date.


 


“Filing Date”
means, with respect to (i) the initial Registration Statement required to be
filed hereunder, a date no later than thirty (30) days following the date upon
which the principal amount of the Term Note issued to the Company in original
principal amount of $2,000,000 has been funded to the Company  and (iii) with respect to shares of Common
Stock issuable to the Holder as a result of adjustments to the Fixed Conversion
Price made pursuant to Section 3.4 of the Secured Convertible Term Note,
thirty (30) days after the occurrence such event or the date of the adjustment
of the Fixed Conversion Price (provided that, with respect to the adjustment to
the Fixed Conversion Price that occurred in January 2005, the Filing Date
shall be April 30, 2005).


 


7.                           This Amendment No. 1 shall
be effective as of the date hereof following (i) the execution of same by each
of the Company and Laurus and (ii) the issuance by the Company to Laurus of the
New Warrant.


 


8.                           There are no other
amendments to the Documents, and all of the other forms, terms and provisions
of the Documents remain in full force and effect.


 


9.                           The Company hereby
represents and warrants to Laurus that, except as set forth on Schedule 9
to this Amendment No. 1, as of the date hereof all representation, warranties
and covenants made by Company in connection with the Documents are true correct
and complete and all of Company’s covenant requirements have been met.


 


10.                     This Amendment No. 1 shall be
binding upon the parties hereto and their respective successors and permitted
assigns and shall inure to the benefit of and be enforceable by each of the
parties hereto and its successors and permitted assigns.  THIS AMENDMENT NO. 1 SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.  This
Amendment No. 1 may be executed in any number of counterparts, each of which
shall be an original, but all of which shall constitute one instrument.


 


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IN WITNESS WHEREOF,
each of the Company and Laurus has caused this Amendment No. 1 signed in its
name effective as of this 28th day of January 2005.


 


 


	
   

  	
  MICRO COMPONENT TECHNOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Thomas P. Maun

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: VP of Finance / Operations / CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  LAURUS MASTER FUND, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Eugene Grim

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: Director