EXHIBIT 10.14


 


SUBSIDIARY GUARANTY


 


	
  New York, New York

  	
   

  	
  July 31, 2008

  



 


FOR VALUE RECEIVED, and
in consideration of note purchases from, loans made or to be made or credit
otherwise extended or to be extended by the Purchasers (as defined below) to or
for the account of MICRO COMPONENT TECHNOLOGY, INC., a Minnesota corporation
(the “Company”), from time to time and at any time and for other good
and valuable consideration and to induce the Purchasers, in their discretion,
to purchase such notes, make such loans or other extensions of credit and to
make or grant such renewals, extensions, releases of collateral or
relinquishments of legal rights as the Creditor Parties (as defined below) may
deem advisable, each of the undersigned (and each of them if more than one, the
liability under this Guaranty being joint and several) (jointly and severally
referred to as “Guarantors” or “the undersigned”) unconditionally
guaranties to the Creditor Parties, their successors, endorsees and assigns the
prompt payment when due (whether by acceleration or otherwise) of all present
and future obligations and liabilities of any and all kinds of the Company to
the Creditor Parties and of all instruments of any nature evidencing or
relating to any such obligations and liabilities upon which the Company or one
or more parties and the Company is or may become liable to the Creditor
Parties, whether incurred by the Company as maker, endorser, drawer, acceptor,
guarantors, accommodation party or otherwise, and whether due or to become due,
secured or unsecured, absolute or contingent, joint or several, and however or
whenever acquired by the Creditor Parties, whether arising under, out of, or in
connection with (i) that certain Securities Purchase Agreement dated as of
the date hereof (as amended, restated, modified and/or supplemented from time
to time, the “Securities Purchase Agreement”) by and between the
Company, the purchasers named therein or which thereafter become a party
thereto (each a “Purchaser” and collectively, the “Purchasers”)
and LV Administrative Services, Inc., as administrative and collateral
agent for the Purchasers (in such capacity, the “Agent”) (the Purchasers
and the Agent, each a “Creditor Party” and collectively, the “Creditor
Parties”) and (ii) each Related Agreement referred to in the
Securities Purchase Agreement (the Securities Purchase Agreement and each
Related Agreement, as each may be amended, modified, restated or supplemented
from time to time, are collectively referred to herein as the “Documents”),
or 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, or any other indebtedness, obligations or
liabilities of the Company to the Creditor Parties, 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 (all of which are herein
collectively referred to as the “Obligations”), and 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 the Company under Title 11, United States Code,
including, without limitation, obligations or indebtedness of the Company for
post-petition interest, fees, costs and charges that would have accrued or been
added to the Obligations but for the commencement of such case.  Terms not otherwise defined herein shall 


 


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have
the meaning assigned such terms in the Securities Purchase Agreement.  In furtherance of the foregoing, the
undersigned hereby agrees as follows:


 


No Impairment. 
The Creditor Parties may at any time and from time to time, either
before or after the maturity thereof, without notice to or further consent of
the undersigned, extend the time of payment of, exchange or surrender any
collateral for, renew or extend any of the Obligations or increase or decrease
the interest rate thereon, or any other agreement with the Company or with any
other party to or person liable on any of the Obligations, or interested
therein, for the extension, renewal, payment, compromise, discharge or release
thereof, in whole or in part, or for any modification of the terms thereof or
of any agreement between any Creditor Party and the Company or any such other
party or person, or make any election of rights the Creditor Parties may deem
desirable under the United States Bankruptcy Code, as amended, or any other
federal or state bankruptcy, reorganization, moratorium or insolvency law
relating to or affecting the enforcement of creditors’ rights generally (any of
the foregoing, an “Insolvency Law”) without in any way impairing or
affecting this Guaranty.  This Guaranty
shall be effective regardless of the subsequent incorporation, merger or
consolidation of the Company, or any change in the composition, nature,
personnel or location of the Company and shall extend to any successor entity
to the Company, including a debtor in possession or the like under any
Insolvency Law.


 


Guaranty Absolute. 
Subject to Section 5(c) hereof, each of the undersigned
jointly and severally guarantees that the Obligations will be paid strictly in
accordance with the terms of the Documents and/or any other document,
instrument or agreement creating or evidencing the Obligations, regardless of
any law, regulation or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of the Company with respect
thereto.  Guarantors hereby knowingly
accept the full range of risk encompassed within a contract of “continuing
guaranty” which risk includes the possibility that the Company will contract
additional indebtedness, obligations and liabilities for which Guarantors may
be liable hereunder after the Company’s financial condition or ability to pay
its lawful debts when they fall due has deteriorated, whether or not the
Company has properly authorized incurring such additional indebtedness,
obligations and liabilities.  The
undersigned acknowledge that (i) no oral representations, including any
representations to extend credit or provide other financial accommodations to
the Company, have been made by any Creditor Party to induce the undersigned to
enter into this Guaranty and (ii) any extension of credit to the Company
shall be governed solely by the provisions of the Documents.  The liability of each of the undersigned
under this Guaranty shall be absolute and unconditional, in accordance with its
terms, and shall remain in full force and effect without regard to, and shall
not be released, suspended, discharged, terminated or otherwise affected by,
any circumstance or occurrence whatsoever, including, without limitation: (a) any
waiver, indulgence, renewal, extension, amendment or modification of or
addition, consent or supplement to or deletion from or any other action or
inaction under or in respect of the Documents or any other instruments or
agreements relating to the Obligations or any assignment or transfer of any
thereof, (b) any lack of validity or enforceability of any Document or
other documents, instruments or agreements relating to the Obligations or any
assignment or transfer of any thereof, (c) any furnishing of any
additional security to the Creditor Parties or their assignees or any
acceptance thereof or any release of any security by the Creditor Parties or
their assignees, (d) any limitation on any party’s liability or obligation
under the Documents or any other documents, instruments or agreements relating
to the Obligations or any assignment or transfer of any thereof or any
invalidity or unenforceability, 


 


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in whole or in part, of
any such document, instrument or agreement or any term thereof, (e) any
bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceeding relating to the Company, or any action
taken with respect to this Guaranty by any trustee or receiver, or by any
court, in any such proceeding, whether or not the undersigned shall have notice
or knowledge of any of the foregoing, (f) any exchange, release or
nonperfection of any collateral, or any release, or amendment or waiver of or
consent to departure from any guaranty or security, for all or any of the
Obligations or (g) any other circumstance which might otherwise constitute
a defense available to, or a discharge of, the undersigned.  Any amounts due from the undersigned to the
Creditor Parties shall bear interest until such amounts are paid in full at the
highest rate then applicable to the Obligations.  Obligations include post-petition interest
whether or not allowed or allowable.


 


Waivers.


 


This Guaranty is a
guaranty of payment and not of collection. 
The Creditor Parties shall be under no obligation to institute suit,
exercise rights or remedies or take any other action against the Company or any
other person or entity liable with respect to any of the Obligations or resort
to any collateral security held by it to secure any of the Obligations as a
condition precedent to the undersigned being obligated to perform as agreed
herein and each of the Guarantors hereby waives any and all rights which it may
have by statute or otherwise which would require the Creditor Parties to do any
of the foregoing.  Each of the Guarantors
further consents and agrees that the Creditor Parties shall be under no
obligation to marshal any assets in favor of Guarantors, or against or in
payment of any or all of the Obligations. 
The undersigned hereby waives all suretyship defenses and any rights to
interpose any defense, counterclaim or offset of any nature and description
which the undersigned may have or which may exist between and among any
Creditor Party, the Company and/or the undersigned with respect to the
undersigned’s obligations under this Guaranty, or which the Company may assert
on the underlying debt, including but not limited to failure of consideration,
breach of warranty, fraud, payment (other than cash payment in full of the Obligations),
statute of frauds, bankruptcy, infancy, statute of limitations, accord and
satisfaction, and usury.


 


Each of the undersigned
further waives (i) notice of the acceptance of this Guaranty, of the
making of any such loans or extensions of credit, and of all notices and
demands of any kind to which the undersigned may be entitled, including,
without limitation, notice of adverse change in the Company’s financial
condition or of any other fact which might materially increase the risk of the
undersigned and (ii) presentment to or demand of payment from anyone
whomsoever liable upon any of the Obligations, protest, notices of presentment,
non-payment or protest and notice of any sale of collateral security or any
default of any sort.


 


Notwithstanding any payment
or payments made by the undersigned hereunder, or any setoff or application of
funds of the undersigned by any Creditor Party, the undersigned shall not be
entitled to be subrogated to any of the rights of such Creditor Party against
the Company or against any collateral or guarantee or right of offset held by
such Creditor Party for the payment of the Obligations, nor shall the
undersigned seek or be entitled to seek any contribution or reimbursement from
the Company in respect of payments made by the undersigned hereunder, until all
amounts owing to the Creditor Parties by the Company on account of the
Obligations are indefeasibly paid in full and the Purchasers’ obligation to
extend credit pursuant to the Documents has been irrevocably terminated.  If, notwithstanding the foregoing, any amount
shall be paid to the undersigned on account of such subrogation rights at any
time when all of the 


 


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Obligations shall not
have been paid in full and the Purchasers’ obligation to extend credit pursuant
to the Documents shall not have been terminated, such amount shall be held by
the undersigned in trust for the Creditor Parties, segregated from other funds
of the undersigned, and shall forthwith upon, and in any event within two (2) business
days of, receipt by the undersigned, be turned over to the Agent in the exact
form received by the undersigned (duly endorsed by the undersigned to the
Agent, if required), to be applied against the Obligations, whether matured or
unmatured, in such order as the Agent may determine, subject to the provisions
of the Documents.  Any and all present
and future debts, obligations and liabilities of the Company to any of the
undersigned are hereby waived and postponed in favor of, and subordinated to
the full payment and performance of, all present and future debts and
Obligations of the Company to the Creditor Parties.


 


Security. 
All sums at any time to the credit of the undersigned and any property
of the undersigned in any Creditor Party’s possession or in the possession of
any bank, financial institution or other entity that directly or indirectly,
through one or more intermediaries, controls or is controlled by, or is under
common control with, such Creditor Party (each such entity, an “Affiliate”)
shall be deemed held by such Creditor Party or such Affiliate, as the case may
be, as security for any and all of the undersigned’s obligations and
liabilities to the Creditor Parties and to any Affiliate of the Creditor
Parties, no matter how or when arising and whether under this or any other
instrument, agreement or otherwise.


 


Representations and
Warranties.  Each of the undersigned hereby jointly and
severally represents and warrants (all of which representations and warranties
shall survive until all Obligations are indefeasibly satisfied in full and the
Documents have been irrevocably terminated), that:


 


Corporate Status. 
It is a corporation, partnership or limited liability company, as the
case may be, duly formed, validly existing and in good standing under the laws
of its jurisdiction of formation indicated on the signature page hereof
and has full power, authority and legal right to own its property and assets
and to transact the business in which it is engaged.


 


Authority and Execution. 
It has full power, authority and legal right to execute and deliver, and
to perform its obligations under, this Guaranty and has taken all necessary
corporate, partnership or limited liability company, as the case may be, action
to authorize the execution, delivery and performance of this Guaranty.


 


Legal, Valid and Binding
Character.  This Guaranty constitutes its legal, valid
and binding obligation enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting the
enforcement of creditor’s rights and general principles of equity that restrict
the availability of equitable or legal remedies.


 


Violations. 
The execution, delivery and performance of this Guaranty will not
violate any requirement of law applicable to it or any contract, agreement or
instrument to which it is a party or by which it or any of its property is
bound or result in the creation or imposition of any mortgage, lien or other
encumbrance other than in favor of the Agent, for the ratable benefit of the
Creditor Parties, on any of its property or assets pursuant to the provisions
of any of the foregoing, which, in any of the foregoing cases, could reasonably
be expected to have, either individually or in the aggregate, a Material
Adverse Effect.


 


Consents or Approvals. 
No consent of any other person or entity (including, without limitation,
any creditor of the undersigned) and no consent, license, permit, approval or
authorization of, exemption by, notice or report to, or registration, filing or
declaration with, any governmental 


 


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authority is required in
connection with the execution, delivery, performance, validity or
enforceability of this Guaranty by it, except to the extent that the failure to
obtain any of the foregoing could not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect.


 


Litigation.  No litigation, arbitration, investigation or
administrative proceeding of or before any court, arbitrator or governmental
authority, bureau or agency is currently pending or, to the best of its
knowledge, threatened (i) with respect to this Guaranty or any of the
transactions contemplated by this Guaranty or (ii) against or affecting
it, or any of its property or assets, which, in each of the foregoing cases, if
adversely determined, could reasonably be expected to have a Material Adverse
Effect.


 


Financial Benefit. 
It has derived or expects to derive a financial or other advantage from
each and every loan, advance or extension of credit made under the Documents or
other Obligation incurred by the Company to the Creditor Parties.


 


Solvency. 
As of the date of this Guaranty, it is meeting its current liabilities
as they mature.


 


Acceleration.


 


If any breach of any
covenant or condition or other event of default shall occur and be continuing
under any agreement made by the Company or any of the undersigned to any
Creditor Party, or either the Company or any of the undersigned should at any
time become insolvent, or make a general assignment, or if a proceeding in or
under any Insolvency Law shall be filed or commenced by, or in respect of, any
of the undersigned, or if a notice of any lien, levy, or assessment is filed of
record with respect to any assets of any of the undersigned by the United
States of America or any department, agency, or instrumentality thereof, or if
any taxes or debts owing at any time or times hereafter to any one of them
becomes a lien or encumbrance upon any assets of the undersigned in any
Creditor Party’s possession, or otherwise, any and all Obligations shall for
purposes hereof, at the Creditor Parties’ option, be deemed due and payable
without notice notwithstanding that any such Obligation is not then due and
payable by the Company.


 


Each of the undersigned
will promptly notify the Agent of any default by such undersigned in its
respective performance or observance of any term or condition of any agreement
to which the undersigned is a party if the effect of such default is to cause,
or permit the holder of any obligation under such agreement to cause, such
obligation to become due prior to its stated maturity and, if such an event occurs,
the Creditor Parties shall have the right to accelerate such undersigned’s
obligations hereunder.


 


Payments from Guarantors. 
The Creditor Parties, in their sole and absolute discretion, with or
without notice to the undersigned, may apply on account of the Obligations any
payment from the undersigned or any other guarantors, or amounts realized from
any security for the Obligations, or may deposit any and all such amounts
realized in a non-interest bearing cash collateral deposit account to be maintained
as security for the Obligations.


 


Costs. 
The undersigned shall pay on demand, all costs, fees and expenses
(including expenses for legal services of every kind) relating or incidental to
the enforcement or protection of the rights of the Creditor Parties hereunder
or under any of the Obligations.


 


No Termination. 
This is a continuing irrevocable guaranty and shall remain in full force
and effect and be binding upon the undersigned, and each of the undersigned’s
successors and assigns, until all of the Obligations have been indefeasibly
paid in full and the Purchasers’ obligation to extend credit pursuant to the
Documents has been irrevocably terminated. 
If any of 


 


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the present or future
Obligations are guarantied by persons, partnerships, corporations or other
entities in addition to the undersigned, the death, release or discharge in
whole or in part or the bankruptcy, merger, consolidation, incorporation,
liquidation or dissolution of one or more of them shall not discharge or affect
the liabilities of any undersigned under this Guaranty.


 


Recapture. 
Anything in this Guaranty to the contrary notwithstanding, if any
Creditor Party receives any payment or payments on account of the liabilities
guaranteed hereby, which payment or payments or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to a trustee, receiver, or any other party under
any Insolvency Law, common law or equitable doctrine, then to the extent of any
sum not finally retained by the Creditor Parties, the undersigned’s obligations
to the Creditor Parties shall be reinstated and this Guaranty shall remain in
full force and effect (or be reinstated) until payment shall have been made to
the Creditor Parties, which payment shall be due on demand.


 


Books and Records. 
The books and records of the Agent showing the account between the
Creditor Parties and the Company shall be admissible in evidence in any action
or proceeding, shall be binding upon the undersigned for the purpose of
establishing the items therein set forth and shall constitute prima facie proof
thereof.


 


No Waiver. 
No failure on the part of any Creditor Party to exercise, and no delay
in exercising, any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by any Creditor Party of any
right, remedy or power hereunder preclude any other or future exercise of any
other legal right, remedy or power.  Each
and every right, remedy and power hereby granted to the Creditor Parties or
allowed it by law or other agreement shall be cumulative and not exclusive of
any other, and may be exercised by the Creditor Parties at any time and from
time to time.


 


WAIVER OF JURY TRIAL. 
EACH OF THE UNDERSIGNED DESIRES THAT ITS 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, EACH OF THE UNDERSIGNED HERETO WAIVES ALL RIGHTS TO
TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY
DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN ANY CREDITOR
PARTY, AND/OR ANY OF THE UNDERSIGNED ARISING OUT OF, CONNECTED WITH, RELATED OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS
GUARANTY, ANY DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.


 


GOVERNING LAW;
JURISDICTION.  THIS GUARANTY CANNOT BE CHANGED OR TERMINATED
ORALLY, AND SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.  EACH OF THE UNDERSIGNED HEREBY CONSENTS AND
AGREES THAT THE STATE OR 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 ANY OF THE UNDERSIGNED, ON THE ONE HAND, AND ANY
CREDITOR PARTY, ON THE OTHER HAND, PERTAINING TO THIS GUARANTY OR ANY OF THE
DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS 


 


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GUARANTY OR ANY OF THE
DOCUMENTS; PROVIDED, THAT EACH OF THE UNDERSIGNED 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 GUARANTY SHALL BE DEEMED OR OPERATE TO PRECLUDE THE
CREDITOR PARTIES 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 ANY CREDITOR PARTY. 
EACH OF THE UNDERSIGNED EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO
SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH
UNDERSIGNED HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK
OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.  EACH OF THE UNDERSIGNED HEREBY WAIVES
PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED 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
UNDERSIGNED IN ACCORDANCE WITH SECTION 18 AND THAT SERVICE SO MADE SHALL
BE DEEMED COMPLETED UPON THE EARLIER OF SUCH UNDERSIGNED’S ACTUAL RECEIPT
THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE
PREPAID.


 


Understanding With
Respect to Waivers and Consents.  Each
Guarantor warrants and agrees that each of the waivers and consents set forth
in this Guaranty is made voluntarily and unconditionally after consultation
with outside legal counsel and with full knowledge of its significance and
consequences, with the understanding that events giving rise to any defense or
right waived may diminish, destroy or otherwise adversely affect rights which
such Guarantor otherwise may have against the Company, any Creditor Party or
any other person or entity or against any collateral.  If, notwithstanding the intent of the parties
that the terms of this Guaranty shall control in any and all circumstances, any
such waivers or consents are determined to be unenforceable under applicable
law, such waivers and consents shall be effective to the maximum extent
permitted by law.


 


Severability. 
To the extent permitted by applicable law, any provision of this
Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.


 


Amendments, Waivers. 
No amendment or waiver of any provision of this Guaranty nor consent to
any departure by the undersigned therefrom shall in any event be effective
unless the same shall be in writing executed by each of the undersigned directly
affected by such amendment and/or waiver and the Agent.


 


Notice. 
All notices, requests and demands to or upon the undersigned, shall be
in writing and shall be deemed to have been duly given or made (a) when
delivered, if by hand, (b) three (3) days after being sent, postage
prepaid, if by registered or certified mail, (c) when confirmed
electronically, if by facsimile, or (d) when delivered, if by a recognized
overnight delivery 


 


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service in each event, to
the numbers and/or address set forth beneath the signature of the undersigned.


 


Successors. 
Each Creditor Party may, from time to time, without notice to the
undersigned, sell, assign, transfer or otherwise dispose of all or any part of
the Obligations and/or rights under this Guaranty.  Without limiting the generality of the
foregoing, each Creditor Party may assign, or grant participations to, one or
more banks, financial institutions or other entities all or any part of any of
the Obligations.  In each such event, the
Creditor Parties, their Affiliates and each and every immediate and successive
purchaser, assignee, transferee or holder of all or any part of the Obligations
shall have the right to enforce this Guaranty, by legal action or otherwise,
for its own benefit as fully as if such purchaser, assignee, transferee or
holder were herein by name specifically given such right.  The Creditor Parties shall have an unimpaired
right to enforce this Guaranty for its benefit with respect to that portion of
the Obligations which the Creditor Parties have not disposed of, sold,
assigned, or otherwise transferred.


 


Joinder. 
It is understood and agreed that any person or entity that desires to
become a Guarantor hereunder, or is required to execute a counterpart of this
Guaranty after the date hereof pursuant to the requirements of any Document,
shall become a Guarantor 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/or as may be required by such joinder agreement and (z) taking
all actions as specified in this Guaranty as would have been taken by such such
Guarantor had it been an original party to this Guaranty, 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.


 


Release. 
Nothing except indefeasible payment in full of the Obligations shall
release any of the undersigned from liability under this Guaranty.


 


Remedies Not Exclusive. 
The remedies conferred upon the Creditor Parties in this Guaranty are
intended to be in addition to, and not in limitation of any other remedy or
remedies available to the Creditor Parties.


 


Limitation of Obligations
under this Guaranty.  Each Guarantor and each Creditor Party (by
its acceptance of the benefits of this Guaranty) hereby confirms that it is its
intention that this Guaranty not constitute a fraudulent transfer or conveyance
for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act of
any similar Federal or state law.  To
effectuate the foregoing intention, each Guarantor and each Creditor Party (by
its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that
the Obligations guaranteed by such Guarantor shall be limited to such amount as
will, after giving effect to such maximum amount and all other (contingent or
otherwise) liabilities of such Guarantor that are relevant under such laws and
after giving effect to any rights to contribution pursuant to any agreement
providing for an equitable contribution among such Guarantor and the other
Guarantors (including this Guaranty), result in the Obligations of such
Guarantor under this Guaranty in respect of such maximum amount not
constituting a fraudulent transfer or conveyance.


 


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BLANK.

SIGNATURE PAGE IMMEDIATELY FOLLOWS]


 


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IN WITNESS WHEREOF, this
Guaranty has been executed by the undersigned as of the date and year here
above written.


 


 


	
   

  	
  MCT INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
  State of Formation:
  Minnesota

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
  State of Formation:
  Singapore

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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) 697-4200

  
	
   

  	
   

  	
  State of Formation: Malaysia

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
  State of Formation: Philippines

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
  State of Formation: Beijing,
  China

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
  State of Formation: Hong
  Kong, China

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
  State of Formation: Malaysia