EXHIBIT
4.2


 


STOCK
OPTION AGREEMENT


 


Parties:  Micro Component Technology, Inc. (the “Company”);
LMWH Management Partners LLC (“Optionee”).


 


Date:      May 8, 2008 (the “Date of Grant”).


 


Agreement


 


1.             Grant of Option.  The Company irrevocably grants to Optionee
the right and option to purchase all or any part of the aggregate of 3,000,000
shares of the Company’s Common Stock at a price of $0.11 per share upon the
terms and conditions set forth herein. 
This Option is non-qualified for tax purposes.


 


2.             Option Period.  The Option shall continue for a period of
five years from the Date of Grant or, if earlier, one year from the date of
termination of the Consulting Agreement between the Company and Optionee (the “Consulting
Agreement”).


 


3.             Exercise of Option.  The Option shall vest and become exercisable
in increments, upon satisfaction of the following milestones, as follows:


 


	
  Milestone

  	
   

  	
  Shares Vested

  
	
   

  	
   

  	
   

  
	
  Execution by the
  Company of financial restructuring agreement with Laurus

  	
   

  	
  1,500,000 Shares

  
	
   

  	
   

  	
   

  
	
  Execution by the
  Company of first strategic agreement (e.g, joint venture, license, joint
  marketing or joint development) generating possibility of near term revenues
  in excess of $3M

  	
   

  	
  500,000 Shares

  
	
   

  	
   

  	
   

  
	
  Execution by the
  Company of second strategic agreement (e.g, joint venture, license, joint
  marketing or joint development) generating possibility of near term revenues
  in excess of $3M

  	
   

  	
  500,000 Shares

  
	
   

  	
   

  	
   

  
	
  Execution by the
  Company of third strategic agreement (e.g, joint venture, license, joint
  marketing or joint development) generating possibility of near term revenues
  in excess of $3M

  	
   

  	
  500,000 Shares

  



 


Prior to the
execution of the strategic agreement milestones, the Chairman of the Board and
the Optionee will provide the Board a detailed description of the potential
strategic agreements the Optionee plans to undertake to ensure the satisfaction
of the Board that such strategic agreements will satisfy the requirements of
the milestones.


 


The Option shall
become immediately exercisable in full in the event that the Company is
acquired by merger, purchase of all or substantially all of the Company’s
assets, or purchase of a majority of the outstanding stock by a single party or
a group acting in concert.


 


No additional
vesting shall occur after termination of the Consulting Agreement; provided,
however, that if the Company executes a strategic agreement referred to above
within 90 days after termination of the Consulting Agreement with a party with
which Consultant had substantive negotiations on behalf of the Company prior to
termination of the Consulting Agreement, the Option shall vest with respect to
the additional shares set forth in the above table with respect to such
agreement.  To the extent exercisable,
the Option may be exercised in whole or in part.


 

















 


4.             Rights of Optionee.  Optionee shall not have the rights of a
shareholder with respect to the shares of stock subject to this Option until
issuance of shares pursuant to exercise of the Option.


 


5.             Non-Transferability of Option.  The Option shall not be transferable by
Optionee, except that the Option may be transferred to John Moon during his
lifetime and to his heirs upon his death.


 


6.             Manner of Exercise.  Exercise of the Option, or any part thereof,
shall be made by written notice given by Optionee to the Company, specifying
the number of shares to be purchased, accompanied by payment of the purchase
price in cash, by certified or cashier’s check, or in the form of shares of the
Company’s common stock with a fair market value equal to the purchase price and
free and clear of all liens and encumbrances.


 


7.             Adjustment.  In the event of a merger, stock split,
combination, reorganization, or other similar transaction affecting the Company’s
capital stock, the Company shall make an appropriate adjustment in the number
of shares and the exercise price for this Option.


 


8.             Restrictions on Transfer.  Optionee agrees that it is acquiring this
Option and the shares issuable upon exercise of this Option for investment
purposes, and not with a view to distribution. 
Optionee acknowledges that issuance of shares upon exercise of this
Option has not been registered under federal or state securities laws, and the
shares may not be sold unless they are first registered, or unless in the
option of counsel for the Company, registration is not required.  Optionee also agrees that certificates for
the shares shall contain a legend referring to these restrictions on transfer.


 


2

















 


IN
WITNESS WHEREOF, the parties have executed this instrument as of the day and
year first above written.


 


	
   

  	
  MICRO COMPONENT
  TECHNOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Roger E. Gower

  
	
   

  	
   

  	
  Roger
  E. Gower

  
	
   

  	
   

  	
  Its:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  LMWH Management
  Partners LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Moon

  
	
   

  	
   

  	
  Its: Partner

  



 


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