EXHIBIT 10.7


 


MASTER SECURITY AGREEMENT


 


To:                              LV Administrative Services, Inc., as
Agent


                                                c/o Valens Capital Management, LLC


                                                335 Madison Avenue, 10th Floor


                                                New York, NY 10017


 


Date: July 31,
2008


 


To
Whom It May Concern:


 


To secure the payment of all Obligations (as hereafter
defined), MICRO COMPONENT TECHNOLOGY, INC., a Minnesota corporation (the “Company”),
each of the other undersigned parties (other than the Agent (as defined below))
and each other entity that is required to enter into this Master Security
Agreement (each an “Assignor” and, collectively, the “Assignors”)
hereby assigns and grants to the Agent, for the ratable benefit of the Creditor
Parties (as defined in the Securities Purchase Agreement referred to below), a
continuing security interest in all of the following property now owned or at
any time hereafter acquired by such Assignor, or in which such Assignor now has
or at any time in the future may acquire any right, title or interest (the “Collateral”):
all cash, cash equivalents, accounts, accounts receivable, deposit accounts
(including, without limitation, the Restricted Account (the “Restricted
Account”) maintained at Capital One, N.A. (Account Name: Micro Component
Technology, Inc., Account Number: 7017213614) referred to in the Restricted Account
Agreement), inventory, equipment, goods, fixtures, documents, instruments
(including, without limitation, promissory notes), contract rights, commercial
tort claims set forth on Schedule B attached hereto, general
intangibles (including, without limitation, payment intangibles and an absolute
right to license on terms no less favorable than those current in effect among
such Assignor’s affiliates), chattel paper, supporting obligations, investment
property (including, without limitation, all partnership interests, limited
liability company membership interests and all other equity interests owned by
any Assignor), letter-of-credit rights, trademarks, trademark applications,
tradestyles, patents, patent applications, copyrights, copyright applications
and other intellectual property in which such Assignor now has or hereafter may
acquire any right, title or interest, all proceeds and products thereof
(including, without limitation, proceeds of insurance) and all additions,
accessions and substitutions thereto or therefor.  Except as otherwise defined herein, all
capitalized terms used herein shall have the meanings provided such terms in
that certain Securities Purchase Agreement dated as of the date hereof (as
amended, restated, modified and/or supplemented from time to time, the “Purchase
Agreement”) by and among the Company, the Purchasers party thereto and LV
Administrative Services, Inc., as administrative and collateral agent for
the Purchasers (the “Agent”).  All
items of Collateral which are defined in the UCC shall have the meanings set
forth in the UCC.  For purposes hereof,
the term “UCC” means the Uniform Commercial Code as the same may, from
time to time, be in effect in the State of New York; provided, that in the
event that, by reason of mandatory provisions of law, any or all of the
attachment, perfection or priority of, or remedies with respect to, the Agent’s
security interest in any Collateral is governed by the Uniform Commercial Code
as in effect in a jurisdiction other 


 


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than
the State of New York, the term “UCC” shall mean the Uniform Commercial
Code as in effect in such other jurisdiction for purposes of the provisions of
this Agreement relating to such attachment, perfection, priority or remedies
and for purposes of definitions related to such provisions; provided further,
that to the extent that the UCC is used to define any term herein and 


such
term is defined differently in different Articles or Divisions of the UCC, the
definition of such term contained in Article or Division 9 shall govern. 


 


The
term “Obligations” as used herein shall mean and include all debts,
liabilities and obligations owing by each Assignor to any Creditor Party
arising under, out of, or in connection with: (i) the Purchase Agreement
and (ii) the Related Agreements (the Purchase Agreement and the Related
Agreements, as each may be amended, modified, restated or supplemented from
time to time, collectively, the “Documents”), and in connection with any
documents, instruments or agreements relating to or executed in connection with
the Documents or any documents, instruments or agreements referred to therein
or otherwise, and in connection with any other indebtedness, obligations or
liabilities of each such Assignor to any Creditor Party, whether now existing
or hereafter arising, direct or indirect, liquidated or unliquidated, absolute
or contingent, due or not due and whether under, pursuant to or evidenced by a
note, agreement, guaranty, instrument or otherwise, including, without
limitation, obligations and liabilities of each Assignor for post-petition
interest, fees, costs and charges that accrue after the commencement of any
case by or against such Assignor under any bankruptcy, insolvency, reorganization
or like proceeding (collectively, the “Debtor Relief Laws”) in each
case, irrespective of the genuineness, validity, regularity or enforceability
of such Obligations, or of any instrument evidencing any of the Obligations or
of any collateral therefor or of the existence or extent of such collateral,
and irrespective of the allowability, allowance or disallowance of any or all
of the Obligations in any case commenced by or against any Assignor under any
Debtor Relief Law.


 


Each Assignor hereby jointly and severally represents, warrants and
covenants to Agent, for the benefit of the Creditor Parties, that: 


 


it is a corporation, partnership or limited liability company, as the
case may be, validly existing, in good standing and formed under the respective
laws of its jurisdiction of formation set forth on Schedule A, and each
Assignor will provide the Agent thirty (30) days’ prior written notice of any
change in any of its respective jurisdiction of formation;


 


its legal name is as set forth in its Certificate of Incorporation or
other organizational document (as applicable) as amended through the date
hereof and as set forth on Schedule A attached hereto, and it will
provide the Agent thirty (30) days’ prior written notice of any change in its
legal name;


 


its organizational identification number (if applicable) is as set
forth on Schedule A hereto, and it will provide the Agent thirty (30)
days’ prior written notice of any change in its organizational identification
number;


 


it is the lawful owner of its Collateral and it has the sole right to
grant a security interest therein and will defend the Collateral against all
claims and demands of all persons and entities;


 


it will keep its Collateral free and clear of all attachments, levies,
taxes, liens, security interests and encumbrances of every kind and nature (“Encumbrances”),
except (i) Encumbrances securing the Obligations and (ii) Encumbrances
securing indebtedness of each such Assignor not to exceed $50,000 in the
aggregate for all such Assignors so long as all such Encumbrances are removed
or otherwise released to the Agent’s satisfaction within ten (10) days of
the creation thereof;


 


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it
will, at its and the other Assignors’ joint and several cost and expense, keep
the Collateral in good state of repair (ordinary wear and tear excepted) and
will not waste or destroy the same or any part thereof other than ordinary
course discarding of items no longer used or useful in its or such other
Assignors’ business; 


 


it
will not, without the Agent’s prior written consent, sell, exchange, lease or
otherwise dispose of any Collateral, whether by sale, lease or otherwise,
except for the sale of inventory in the ordinary course of business and for the
disposition or transfer in the ordinary course of business during any fiscal
year of obsolete and worn-out equipment or equipment no longer necessary for
its ongoing needs, having an aggregate fair market value of not more than
$25,000 and only to the extent that: 


 


the
proceeds of each such disposition are used to acquire replacement Collateral
which is subject to the Agent’s first priority perfected security interest, or
are used to repay the Obligations or to pay general corporate expenses; or 


 


following
the occurrence of an Event of Default which continues to exist the proceeds of
which are remitted to the Agent to be held as cash collateral for the
Obligations;


 


(i) it will insure or cause the Collateral to be insured in the
Agent’s name (as an additional insured and lender loss payee) against loss or
damage by fire, theft, burglary, pilferage, loss in transit and such other
hazards as the Agent shall specify in amounts and under policies by insurers
acceptable to the Agent and all premiums thereon shall be paid by such Assignor
and the policies delivered to the Agent. 
If any such Assignor fails to do so, the Agent may procure such
insurance and the cost thereof shall be promptly reimbursed by the Assignors,
jointly and severally, and shall constitute Obligations;  


 


it will expressly agree that if additional loss
payees and/or lender loss payees, other than the Agent, are named to the
Collateral, the Agent will always be assigned to first lien position until all
Obligations have been satisfied; 


 


it will at all reasonable times allow the Creditor Parties or their
respective representatives free access to and the right of inspection of the
Collateral;


 


such
Assignor (jointly and severally with each other Assignor) hereby indemnifies
and saves the Agent and each other Creditor Party harmless from all loss,
costs, damage, liability and/or expense, including reasonable attorneys’ fees,
that the Agent and each other Creditor Party may sustain or incur to enforce
payment, performance or fulfillment of any of the Obligations and/or in the
enforcement of this Master Security Agreement or in the prosecution or defense
of any action or proceeding either against the Agent, any other Creditor Party
or any Assignor concerning any matter growing out of or in connection with this
Master Security Agreement, and/or any of the Obligations and/or any of the
Collateral except to the extent caused by the Agent’s or any Creditor Party’s
own gross negligence or willful misconduct (as determined by a court of
competent jurisdiction in a final and non-appealable decision);


 


all
commercial tort claims (as defined in the Uniform Commercial Code as in effect
in the State of New York)  held by any
Assignor are set forth on Schedule B to this Master Security Agreement;
each Assignor hereby agrees that it shall promptly, and in any event within
five (5) Business Days after the same is acquired by it, notify the Agent
of any commercial tort claim acquired by it and unless otherwise consented to
in writing by the Agent, it shall enter into a supplement to this Master
Security Agreement granting to the Agent a security interest for the ratable
benefit of the Creditor Parties in such commercial tort claim, securing the
Obligations.


 


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The occurrence of any of the following events or conditions shall
constitute an “Event of Default” under this Master Security Agreement: 


 


any covenant or any other term or condition of this Master Security
Agreement is breached in any material respect and such breach, to the extent
subject to cure, shall continue without remedy for a period of fifteen (15)
days after the occurrence thereof;


 


any representation or warranty, or statement made or furnished to the
Agent or any other Creditor Party under this Master Security Agreement by any
Assignor or on any Assignor’s behalf should prove to any time be false or
misleading in any material respect on the date as of which made or deemed made;



 


the loss, theft, substantial damage, destruction, sale or encumbrance
to or of any of the Collateral or the making of any levy, seizure or attachment
thereof or thereon except to the extent:


 


such
loss is covered by insurance proceeds which are used to replace the item or
repay the Agent; or 


 


said
levy, seizure or attachment does not secure indebtedness in excess of $100,000
in the aggregate for all Assignors and such levy, seizure or attachment has
been removed or otherwise released within ten (10) days of the creation or
the assertion thereof; 


 


an Event of Default shall have occurred under and as defined in any
Document.


 


Upon the occurrence of any Event of Default and at any time thereafter,
the Agent may declare all Obligations immediately due and payable and the Agent
shall have the remedies of a secured party provided in the UCC as in effect in
the State of New York, this Agreement and other applicable law.  Upon the occurrence of any Event of Default
and at any time thereafter, the Agent will have the right to take possession of
the Collateral and to maintain such possession on any Assignor’s premises or to
remove the Collateral or any part thereof to such other premises as the Agent
may desire.  Upon the Agent’s request,
each Assignor shall assemble or cause the Collateral to be assembled and make
it available to the Agent at a place designated by the Agent.  If any notification of intended disposition
of any Collateral is required by law, such notification, if mailed, shall be
deemed properly and reasonably given if mailed at least ten (10) days
before such disposition, postage prepaid, addressed to the applicable Assignor
either at such Assignor’s address shown herein or at any address appearing on
the Agent’s records for such Assignor. 
Any proceeds of any disposition of any of the Collateral shall be
applied by the Agent to the payment of all expenses in connection with the sale
of the Collateral, including reasonable attorneys’ fees and other legal
expenses and disbursements and the reasonable expenses of retaking, holding,
preparing for sale, selling, and the like, and any balance of such proceeds may
be applied by the Agent toward the payment of the Obligations in such order of
application as the Agent may elect, and each Assignor shall be liable for any
deficiency.  For the avoidance of doubt,
following the occurrence and during the continuance of an Event of Default, the
Agent shall have the immediate right to withdraw any and all monies contained
in any deposit account in the name of any Assignor and controlled by the Agent
and apply same to the repayment of the Obligations (in such order of
application as the Agent may elect).  The
parties hereto each hereby agree that the exercise by any party hereto of any
right granted to it or the exercise by any party hereto of any remedy available
to it (including, without limitation, the issuance of a notice of redemption, a
borrowing request and/or a notice of default), in each case, hereunder, under
the Purchase Agreement or under any other Related Agreement shall not
constitute confidential information and no party shall have any duty to the other
party to maintain such information as confidential.


 


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If any
Assignor defaults in the performance or fulfillment of any of the terms,
conditions, promises, covenants, provisions or warranties on such Assignor’s
part to be performed or fulfilled under or pursuant to this Master Security
Agreement, the Agent may, at its option without waiving its right to enforce
this Master Security Agreement according to its terms, immediately or at any
time thereafter and without notice to any Assignor, perform or fulfill the same
or cause the performance or fulfillment of the same for each Assignor’s joint
and several account and at each Assignor’s joint and several cost and expense,
and the cost and expense thereof (including reasonable attorneys’ fees) shall
be added to the Obligations and shall be payable on demand with interest
thereon at the highest rate permitted by law, or, at the Agent’s option,
debited by the Agent from any other deposit accounts in the name of any
Assignor and controlled by the Agent.


 


Each
Assignor hereby appoints the Agent, or any other Person whom the Agent may
designate as such Assignor’s attorney, with power to:  (a)(i) execute any security related
documentation on such Assignor’s behalf and to supply any omitted information
and correct patent errors in any documents executed by such Assignor or on such
Assignor’s behalf; (ii) to file financing statements against such Assignor
covering the Collateral (and, in connection with the filing of any such
financing statements, describe the Collateral as “all assets and all personal
property, whether now owned and/or hereafter acquired” (or any substantially
similar variation thereof)); (iii) sign such Assignor’s name on any
invoice or bill of lading relating to any accounts receivable, drafts against
account debtors, schedules and assignments of accounts receivable, notices of
assignment, financing statements and other public records, verifications of
accounts receivable and notices to or from account debtors; and (iv) to do
all other things the Agent deems necessary to carry out the terms of Section 1
of this Master Security Agreement and (b) upon the occurrence and during
the continuance of an Event of Default; (v) endorse such Assignor’s name
on any checks, notes, acceptances, money orders, drafts or other forms of
payment or security that may come into the Agent’s possession; (vi)  sign
such Assignor’s name on any invoice or bill of lading relating to any accounts
receivable, drafts against account debtors, schedules and assignments of
accounts receivable, notices of assignment, financing statements and other
public records, verifications of accounts receivable and notices to or from
account debtors; (vii) verify the validity, amount or any other matter
relating to any accounts receivable by mail, telephone, telegraph or otherwise
with account debtors; (viii) do all other things necessary to carry out
this Agreement, any other Related Agreement and all other related documents;
and (ix) notify the post office authorities to change the address for
delivery of such Assignor’s mail to an address designated by the Agent, and to
receive, open and dispose of all mail addressed to such Assignor.  Each Assignor hereby ratifies and approves
all acts of the attorney and neither the Agent nor the attorney will be liable
for any acts of commission or omission, nor for any error of judgment or
mistake of fact or law other than gross negligence or willful misconduct (as
determined by a court of competent jurisdiction in a final and non-appealable
decision).  This power being coupled with
an interest, is irrevocable so long as any Obligations remains unpaid.


 


No
delay or failure on the Agent’s part in exercising any right, privilege or
option hereunder shall operate as a waiver of such or of any other right,
privilege, remedy or option, and no waiver whatever shall be valid unless in
writing, signed by the Agent and then only to the extent therein set forth, and
no waiver by the Agent of any default shall operate as a waiver of any other
default or of the same default on a future occasion.  The Creditor Parties’ books and records
containing entries with respect to the Obligations shall be admissible in
evidence in any action or 


 


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proceeding,
shall be binding upon each Assignor for the purpose of establishing the items
therein set forth and shall constitute prima facie proof thereof.  The Agent shall have the right to enforce any
one or more of the remedies available to the Agent, successively, alternately
or concurrently.  Each Assignor agrees to
join with the Agent in executing such documents or other instruments to the
extent required by the UCC in form satisfactory to the Agent and in executing
such other documents or instruments as may be required or deemed necessary by
the Agent for purposes of affecting or continuing the Agent’s security interest
in the Collateral.


 


The
Assignors shall jointly and severally pay all of the Agent’s and each other
Creditor Party’s out-of-pocket costs and expenses, including reasonable fees
and disbursements of in-house or outside counsel and appraisers, in connection
with the prosecution or defense of any action, contest, dispute, suit or
proceeding concerning any matter in any way arising out of, related to or
connected with any Document.  The
Assignors shall also jointly and severally pay all of the Agent’s and each
other Creditor Party’s reasonable fees, charges, out-of-pocket costs and
expenses, including fees and disbursements of counsel and appraisers, in
connection with (a) the preparation, execution and delivery of any waiver,
any amendment thereto or consent proposed or executed in connection with the
transactions contemplated by the Documents, (b) the Agent’s obtaining
performance of the Obligations under the Documents, including, but not limited
to the enforcement or defense of the Agent’s security interests, assignments of
rights and liens hereunder as valid perfected security interests, (c) any
attempt to inspect, verify, protect, collect, sell, liquidate or otherwise
dispose of any Collateral, (d) any appraisals or re appraisals of any
property (real or personal) pledged to the Agent by any Assignor as Collateral
for, or any other Person as security for, the Obligations hereunder and (e) any
consultations in connection with any of the foregoing.  The Assignors shall also jointly and
severally pay the Agent’s and each other Creditor Party’s customary bank
charges for all bank services (including wire transfers) performed or caused to
be performed by the Agent or any other Creditor Party for any Assignor at any
Assignor’s request or in connection with any Assignor’s loan account (if any)
with the Agent or any other Creditor Party. 
All such costs and expenses together with all filing, recording and
search fees, taxes and interest payable by the Assignors to the Agent shall be
payable on demand and shall be secured by the Collateral.  If any tax by any nation or government, any
state or other political subdivision thereof, and any agency, department or
other entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government (each, a “Governmental
Authority”) is or may be imposed on or as a result of any transaction
between any Assignor, on the one hand, and the Agent and/or any other Creditor
Party on the other hand, which the Agent and/or any other Creditor Party is or
may be required to withhold or pay (including, without limitation, as a result
of a breach by any Assignor of Section 6.16 of the Purchase Agreement),
the Assignors hereby jointly and severally indemnify and hold the Agent and
each other Creditor Party harmless in respect of such taxes, and the Assignors
will repay to the Agent or such other Creditor Party the amount of any such
taxes which shall be charged to the Assignors’ account; and until the Assignors
shall furnish the Agent and such other Creditor Party with indemnity therefor
(or supply the Agent and such other Creditor Party with evidence satisfactory
to it that due provision for the payment thereof has been made), the Creditor
Parties may hold without interest any balance standing to each Assignor’s
credit (if any) and the Agent shall retain its liens in any and all Collateral.


 


THIS MASTER SECURITY AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE 


 


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OF NEW
YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.  All
of the rights, remedies, options, privileges and elections given to the Agent
hereunder shall inure to the benefit of the Agent’s successors and
assigns.  The term “Agent” as
herein used shall include the Agent, any parent of the Agent’s, any of the
Agent’s subsidiaries and any co-subsidiaries of the Agent’s parent, whether now
existing or hereafter created or acquired, and all of the terms, conditions,
promises, covenants, provisions and warranties of this Agreement shall inure to
the benefit of each of the foregoing, and shall bind the representatives,
successors and assigns of each Assignor.


 


Each
Assignor hereby consents and agrees that the state and federal courts located
in the County of New York, State of New York shall have exclusive jurisdiction
to hear and determine any claims or disputes between Assignor, on the one hand,
and the Agent and/or any other Creditor Party, on the other hand, pertaining to
this Master Security Agreement or to any matter arising out of or related to
this Master Security Agreement, provided, that the Agent, each other Creditor
Party and each Assignor acknowledges that any appeals from those courts may
have to be heard by a court located outside of the County of New York, State of
New York, and further provided, that nothing in this Master Security Agreement
shall be deemed or operate to preclude the Agent from bringing suit or taking
other legal action in any other jurisdiction to collect, the Obligations, to
realize on the Collateral or any other security for the Obligations, or to
enforce a judgment or other court order in favor of the Agent.  Each Assignor expressly submits and consents
in advance to such jurisdiction in any action or suit commenced in any such
court, and each Assignor hereby waives any objection which it may have based
upon lack of personal jurisdiction, improper venue or forum  non  conveniens.  Each Assignor hereby waives personal service
of the summons, complaint and other process issues in any such action or suit
and agrees that service of such summons, complaint and other process may be
made by registered or certified mail addressed to such assignor at the address
set forth on the signature lines hereto and that service so made shall be
deemed completed upon the earlier of such Assignor’s actual receipt thereof or
three (3) days after deposit in the U.S. mails, proper postage prepaid.


 


The parties desire that
their disputes be resolved by a judge applying such applicable laws.  Therefore, to achieve the best combination of
the benefits of the judicial system and of arbitration, the parties hereto
waive all rights to trial by jury in any action, suite, or proceeding brought
to resolve any dispute, whether arising in contract, tort, or otherwise between
the Agent and/or any other Creditor Party, and/or any Assignor arising out of,
connected with, related or incidental to the relationship established between
them in connection with this Master Security Agreement or the transactions
related hereto.


 


This
Master Security Agreement may be executed in any number of counterparts, each
of which shall be an original, but all of which shall constitute one
instrument.  Any signature delivered by a
party by facsimile or electronic transmission shall be deemed to be an original
signature hereto.


 


It is
understood and agreed that any person or entity that desires to become an
Assignor hereunder, or is required to execute a counterpart of this Master
Security Agreement after the date hereof pursuant to the requirements of any
Document, shall become an Assignor hereunder by (x) executing a Joinder
Agreement in form and substance satisfactory to the Agent, (y) delivering
supplements to such exhibits and annexes to such Documents as the Agent shall
reasonably request and (z) taking all actions as specified in this Master
Security Agreement as 


 


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would
have been taken by such Assignor had it been an original party to this Master
Security Agreement, in each case with all documents required above to be
delivered to the Agent and with all documents and actions required above to be
taken to the reasonable satisfaction of the Agent.


 


[Remainder of page intentionally left blank]


 


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All
notices from the Agent to any Assignor shall be sufficiently given if mailed or
delivered to such Assignor’s address set forth below.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MICRO COMPONENT TECHNOLOGY,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
  Roger E. Gower

  	
   

  
	
   

  	
  Title: 

  	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address: 

  	
  2340 West County Road C

  	
   

  
	
   

  	
   

  	
  St. Paul, MN 55113-2528

  	
   

  
	
   

  	
  Facsimile: (651) 697-4200

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MCT INTERNATIONAL, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  Roger E. Gower

  	
   

  
	
   

  	
  Title: 

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address: 

  	
  c/o Micro Component Technology, Inc.

  	
   

  
	
   

  	
   

  	
  2340 West County Road C

  	
   

  
	
   

  	
   

  	
  St. Paul, MN 55113-2528

  	
   

  
	
   

  	
  Facsimile: (651) 697-4200

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MCT ASIA PTE. LTD.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  Roger E. Gower

  	
   

  
	
   

  	
  Title: 

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address: 

  	
  c/o Micro Component Technologies, Inc.

  	
   

  
	
   

  	
   

  	
  2340 West County Road C,

  	
   

  
	
   

  	
   

  	
  St. Paul, Minnesota 55113-2528

  	
   

  
	
   

  	
  Facsimile: (651) 697-4200

  	
   

  
									



 


 


SIGNATURE PAGE TO


MASTER SECURITY AGREEMENT


 

















 


	
   

  	
  MCT ASIA (PENANG) SDN. BHD.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  Roger E. Gower

  	
   

  
	
   

  	
  Title: 

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Micro Component Technologies, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
  2340 West County Road C,

  	
   

  
	
   

  	
   

  	
   

  	
  St. Paul, Minnesota 55113-2528

  	
   

  
	
   

  	
  Facsimile: (651) 697-420

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MCT PHILIPPINES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Roger E. Gower

  	
   

  
	
   

  	
  Title: 

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Micro Component Technologies, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
  2340 West County Road C,

  	
   

  
	
   

  	
   

  	
   

  	
  St. Paul, Minnesota 55113-2528

  	
   

  
	
   

  	
  Facsimile: (651) 697-4200

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BEIJING MCT CO. LTD.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Roger E. Gower

  	
   

  
	
   

  	
  Title: 

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Micro Component Technologies, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
  2340 West County Road C,

  	
   

  
	
   

  	
   

  	
   

  	
  St. Paul, Minnesota 55113-2528

  	
   

  
	
   

  	
  Facsimile: (651) 697-4200

  	
   

  
									



 

















 


	
   

  	
  MCT (HONG KONG) LIMITED

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:
  

  	
  Roger
  E. Gower

  	
   

  
	
   

  	
  Title:
  

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o
  Micro Component Technologies, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
  2340
  West County Road C,

  	
   

  
	
   

  	
   

  	
   

  	
  St.
  Paul, Minnesota 55113-2528

  	
   

  
	
   

  	
  Facsimile:
  (651) 697-4200

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ASECO (MALAYSIA) SDN. BHD.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:
  

  	
  Roger
  E. Gower

  	
   

  
	
   

  	
  Title:
  

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o
  Micro Component Technologies, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
  2340
  West County Road C,

  	
   

  
	
   

  	
   

  	
   

  	
  St.
  Paul, Minnesota 55113-2528

  	
   

  
	
   

  	
  Facsimile:
  (651) 697-4200

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AGREED AND ACKNOWLEDGED:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LV ADMINISTRATIVE SERVICES, INC.,

  	
   

  	
   

  
	
  as Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 

















 


SCHEDULE A


 


	
  Entity

  	
   

  	
  Jurisdiction of Formation

  	
   

  	
  Organizational

  Identification Number

  
	
  Micro Component Technology, Inc.

  	
   

  	
  Minnesota

  	
   

  	
  91-524

  
	
  ASECO (Malaysia) SDN.
  BHD.

  	
   

  	
  Malaysia

  	
   

  	
  Unknown

  
	
  MCT
  International, Inc.

  	
   

  	
  Minnesota

  	
   

  	
  3U-218

  
	
  MCT Asia Pte. Ltd.

  	
   

  	
  Singapore

  	
   

  	
  00355/1985-W

  
	
  MCT (Hong Kong) Limited

  	
   

  	
  Hong Kong

  	
   

  	
  214461

  
	
  MCT Asia (Penang) Sdn.
  Bhd.

  	
   

  	
  Malaysia

  	
   

  	
  219259

  
	
  Beijing MCT Co. Ltd.

  	
   

  	
  China

  	
   

  	
  NA

  
	
  MCT Philippines

  	
   

  	
  Philippines

  	
   

  	
  A200107051

  



 

















 


SCHEDULE B


 


COMMERCIAL TORT CLAIMS


 


None.