EXHIBIT 10.4


 


STOCK
OPTION AGREEMENT


 


Parties:  Micro
Component Technology, Inc. (the “Company”); IT Carrier, Inc. (“Optionee”).


 


Date:      June 19,
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 500,000 shares of the Company’s
Common Stock at a price of $0.10 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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Initial sale
  arranged by Optionee to each new customer in North East Asia of $300,000 or
  more of revenue

  	
   

  	
  50,000 Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Execution by the
  Company of each strategic agreement (e.g, joint venture, license, joint
  marketing or joint development) with company in China, Japan, Korea and
  Taiwan generating possibility of near term revenues in excess of $3M,
  arranged by Optionee in conjunction with LMWH Management Partners LLC

  	
   

  	
  50,000 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 purchase order or 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 S.H. Kim 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 


 


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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.


 


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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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  IT Carrier, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
  /s/ Sang Hoon
  Kim

  
	
   

  	
   

  	
   

  	
  Its:

  	
  President

  
							



 


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