EXHIBIT 10.9


 


LV
Administrative Services, Inc.


c/o
Valens Capital Management, LLC


335
Madison Avenue, 10th Floor


New
York, NY 10017


 


July 31, 2008


 


Micro Component Technology, Inc.


2340 West County Road C


St. Paul, Minnesota
55113-2528


Attn:  Chief Financial Officer


 


Re:          Restricted Account: Account Number,


Account Name: Micro
Component Technology, Inc., maintained at Capital One, N.A. (the “Restricted
Account”).


 


Reference is made to (i) that
certain Securities Purchase Agreement, dated as of July 31, 2008 (as
amended, modified or supplemented from time to time, the “Purchase Agreement”),
by and between Micro Component Technology, Inc., a Minnesota corporation
(the “Company”), the purchasers from time to time party thereto (collectively,
the “Purchasers”) and LV Administrative Services, Inc. (the “Agent” and
collectively with the Purchasers, the “Creditor Parties”) and (ii) that
certain Restricted Account Agreement, dated as of July 31, 2008 (as
amended, modified or supplemented from time to time, the “Restricted Account
Agreement”), by and among the Company, Creditor Parties and Capital One, N.A.
(the “Bank”).  Capitalized terms used but
not defined herein shall have the meanings ascribed them in the Purchase
Agreement or the Restricted Account Agreement, as applicable.


 


The Company has agreed to
deposit $2,303,500.00 in the Restricted Account, and, subject to the provisions
of this letter, the Purchase Agreement and any Related Agreement, maintain such
amount (less permitted releases approved by Purchaser) in the Restricted
Account for as long as the Purchaser shall have any obligations outstanding
under the Note and to assign the Restricted Account to the Agent for the
benefit of the Purchaser as security for the performance of the Company’s
obligations to the Creditor Parties.


 


The
Company may request from time to time that the Purchaser direct the Bank to
release all or any portion of the amounts contained in the Restricted
Account.   Such a release referred to in
the immediately preceding sentence shall be subject (in all respects) to the
Agent’s evaluation of all factors that it considers (in its sole discretion)
relevant at the time of such requested release, including in its determination,
whether or not an event of default exists at the time of the request, as well
as an evaluation of the overall performance (financial or otherwise) of the
Company and its Subsidiaries as compared to budgets and projections provided by
the Company and its Subsidiaries to the Purchaser as of the date hereof.  Subject to the foregoing, the Agent shall not
be under any obligation to release any amount pursuant to this paragraph and
the release of such amounts shall be in the Agent’s sole and absolute
discretion.


 


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This
letter may not be amended or waived except by an instrument in writing signed
by the Company and the Purchaser.  This
letter may be executed in any number of counterparts, each of which shall be an
original and all of which, when taken together, shall constitute one
agreement.  Delivery of an executed
signature page of this letter by facsimile transmission shall be effective
as delivery of a manually executed counterpart hereof or thereof, as the case
may be.  This letter shall be governed
by, and construed in accordance with, the laws of the State of New York.  This letter sets forth the entire agreement
between the parties hereto as to the matters set forth herein and supersede all
prior communications, written or oral, with respect to the matters herein.


 


If the foregoing meets
with your approval please signify your acceptance of the terms hereof by
signing below.


 


	
   

  	
  Signed,

  
	
   

  	
   

  
	
   

  	
  LV ADMINISTRATIVE SERVICES,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


Agreed and Accepted this
31st day of July, 2008.


 


MICRO
COMPONENT TECHNOLOGY, INC.


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Roger E. Gower

  	
   

  
	
  Title:

  	
  Chief Executive Officer

  	
   

  
				



 


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