EXHIBIT 10.3


 


MICRO COMPONENT TECHNOLOGY, INC


CONSULTING AGREEMENT


 


THIS CONSULTING AGREEMENT
(the “Agreement”) is made and entered into as of 4th of June, 2008  (“Effective Date”), between IT Carrier, Inc.
(the “Consultant”) and Micro Component Technology, Inc. (the “Company”).


 


WHEREAS, the Company
desires consulting and similar services relating to the Company’s business; and


 


WHEREAS, the Consultant
desires to contract with the Company to perform such services;


 


NOW, THEREFORE, in
consideration of the mutual covenants hereinafter recited, the sufficiency of
which is hereby acknowledged, the parties agree as follows:


 


1.             Services and Payment. Consultant agrees to
undertake and complete the Services (as defined in Exhibit A) in
accordance with and on the schedule specified in Exhibit A. As the only
consideration due Consultant regarding the subject matter of this Agreement,
Company will pay Consultant in accordance with Exhibit A.


 


The Company hereby
acknowledges and recognizes that the Consultant has other business interests
and may continue to have such business interests concurrently with the
performance of this Agreement, only if the other business interests are not in
direct competition or in conflict with the Company business interests.


 


2.             Confidentiality. The Consultant acknowledges that
Confidential Information is of great value to the Company. Accordingly, the
Consultant agrees not to divulge to anyone, either during or after the term of
this Agreement, any Confidential Information obtained or developed by the
Consultant during the term of this Agreement. Upon the expiration or
termination of this Agreement, the Consultant agrees to deliver to the Company
all documents, papers, drawings, tabulations, reports and similar documentation
which are furnished by the Company to the Consultant or which were prepared by
the Consultant in performance of the Services for the Company. Upon the
expiration or termination of this Agreement, the Consultant agrees to make no
further use or utilization of any Confidential Information.


 


3.             Definitions. As used in this Agreement


 


“Confidential Information” means information of the Company or any
person or business entity directly or indirectly controlled by or controlling
the Company, or in which any of the aforesaid have at least a 50% interest,
which information is or has been disclosed to the Consultant or known to the
Consultant as a consequence of or through the performance of Services for the
Company, whether or not related to his duties for the Company, including, but
not limited to, information relating to finances, operations, customers,
suppliers, products, services, inventions, original works of authorship,
disclosures, processes, systems, methods, formulas, trade secrets, 


 


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procedures, concepts,
algorithms, software, compositions, techniques, drawings, specifications,
models, data, source code, object code, documentation, diagrams, flow charts,
research procedures or information of similar nature.


 


4.             Warranty. Consultant warrants that: (i) the
Services will be performed in a professional and workmanlike manner and that
none of such Services or any part of this Agreement is or will be inconsistent
with any obligation Consultant may have to others; (ii) all work under
this Agreement shall be Consultant’s original work and none of the Services or
Inventions or any development, use, production, distribution or exploitation
thereof will infringe, misappropriate or violate any intellectual property or
other right of any person or entity (including, without limitation,
Consultant); and, (iii) Consultant has the full right to allow it to
provide the Company with the assignments and rights provided for herein.


 


5.             Term and Termination. This agreement shall be for
a period of 1 year and shall be renewable on an annual basis negotiated by both
parties.


 


If either party
materially breaches a material provision of this Agreement, the other party may
terminate this Agreement upon 15 days’ notice unless the breach is cured within
the notice period. The Company also may terminate this Agreement at any time,
with or without cause, upon 60 days’ notice, but, if (and only if) without
cause, Company shall upon termination pay Consultant all unpaid amounts due for
Services completed prior to termination. Sections 2  through 10 of this Agreement and any remedies
for breach of this Agreement shall survive any termination or expiration.
Company may communicate such obligations to any other (or potential) client or
employer of Consultant.


 


6.             Relationship of the Parties. Notwithstanding any
provision hereof, for all purposes of this Agreement each party shall be and
act as an independent contractor and not as partner, joint venture, or agent of
the other and shall not bind nor attempt to bind the other to any contract.
Consultant is an independent contractor and is solely responsible for all
taxes, withholdings, and other statutory or contractual obligations of any
sort, including, but not limited to, Workers’ Compensation Insurance; and
Consultant agrees to defend, indemnify and hold Company harmless from any and
all claims, damages, liability, attorneys’ fees and expenses on account of (i) an
alleged failure by Consultant to satisfy any such obligations or any other
obligation (under this Agreement or otherwise) or (ii) any other action or
inaction of Consultant. If Consultant is a corporation, it will ensure that its
employees and agents are bound in writing to Consultant’s obligations under
this Agreement.


 


7.             Assignment. This Agreement and the services
contemplated hereunder are personal to Consultant and Consultant shall not have
the right or ability to assign, transfer, or subcontract any obligations under
this Agreement without the written consent of Company. Any attempt to do so
shall be void.


 


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8.             Notices. All notices under this Agreement shall
be in writing, and shall be deemed given when personally delivered, or three
days after being sent by prepaid certified or registered U.S. mail to the
address of the party as first set forth above.


 


9.             Miscellaneous. Any breach of Section 2 or 3
will cause irreparable harm to Company for which damages would not be a
adequate remedy, and, therefore, Company will be entitled to injunctive relief
with respect thereto in addition to any other remedies. The failure of either
party to enforce its rights under this Agreement at any time for any period
shall not be construed as a waiver of such rights. This Agreement contains all
of the terms and conditions agreed upon by the parties relating to the subject
matter hereof and supersedes any and all prior and contemporaneous agreements,
negotiations, correspondence, understandings and communications of the parties,
whether oral or written, respecting the subject matter hereof. No changes or
modifications or waivers to this Agreement will be effective unless in writing
and signed by both parties. In the event that any provision of this Agreement
shall be determined to be illegal or unenforceable, that provision will be
limited or eliminated to the minimum extent necessary so that this Agreement
shall otherwise remain in full force and effect and enforceable. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Minnesota without regard to the conflicts of laws provisions thereof. In any
action or proceeding to enforce rights under this Agreement, the prevailing
party will be entitled to recover costs and attorneys fees. Headings herein are
for convenience of reference only and shall in no way affect interpretation of
the Agreement.  Effectivity of this
agreement is subject to approval of the Company’s Board of Directors.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


 


	
  Company:

  	
  Micro
  Component Technology, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Roger
  E. Gower

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Roger Gower

  	
   

  
	
   

  	
  Title:

  	
  CEO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address: 

  	
  2340 West County Road C

  
	
   

  	
   

  	
  St. Paul, MN 55113

  
	
   

  	
   

  	
   

  
	
  Consultant:

  	
  IT
  Carrier, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
    /s/ Sang
  Hoon Kim

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Sang Hoon Kim

  	
   

  
	
   

  	
  Title: 

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  #501 Lordland EZ Tower

  
	
   

  	
   

  	
  153 Gumi-dong, Bungang-gu

  
	
   

  	
   

  	
  Seongnam-si,
  Gyeonggi-do, Korea

  
								



 


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Exhibit A


 


Description of Services:


 


Consultant shall
represent the Company on all activities associated within China, Japan, Korea
and Taiwan. The consultants will carry the Company business cards and Sang Hoon
Kim (“SH Kim”) will be assigned the title of Managing Director of North East
Asia Operations The IT Carrier office will be identified as a NE Asia Regional
office for the Company.


 


IT Carrier will be
responsible for activities within North East Asia Operations and include:


 


·                  Represent interests of Micro Component
Technology, Inc.


·                  Sales, Business and Strategic issues with
customers and partners, including account management.


·                  Support in coordination of technical
programs and contracts


(Operations, presently
located at ST Micro in Shenzhen China and expected successful sales
negotiations in progress at ASE Taiwan for the next 120 days, are excluded)


 


Time contribution:


 


SH Kim will allocate 75%
of the working hours on behalf of the Company each month.


 


Terms of Payment:


 


Monthly Retainer Fee:        $10,000/month


 


The fee will include day
to day normal expenses associated with representing Micro Component Technology, Inc.,
including the normal operating costs of an office. Extraordinary expenses, such
as air travel, hotel and other major item costs will be reimbursed by Micro
Component Technology, Inc. with prior approval.


 


Stock Options


 


IT Carrier will receive a
maximum total of 500K stock options (closing price at execution of agreement)
for vesting upon the successful accomplishment of the following tasks:


 


·                  50,000 Shares upon sale of initial
product (>$300,000 revenue) to each new account. (list of new accounts
located in North East Asia to be identified)


·                  50,000 Shares upon personal assistance
(with LMWH Management Partners LLC) in the successful execution of each
Strategic Partnership agreement with a company operating in one of the
following countries: China, Japan, Korea and Taiwan, where the Company and the
partner would be engaged in cooperation of licensing, sales &
marketing, manufacturing and equity investment.


 


The Option shall be
documented in a separate Stock Option Agreement.