Exhibit 10.3


 


THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAWS.  THIS NOTE MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO MICRO COMPONENT
TECHNOLOGY, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.


 


SECURED
NON-CONVERTIBLE TERM NOTE


 


FOR
VALUE RECEIVED, each of MICRO COMPONENT TECHNOLOGY, INC., a Minnesota
corporation (the “Parent”), and
the other companies listed on Exhibit A attached hereto (such other
companies together with the Parent, each a “Company”
and collectively, the “Companies”),
jointly and severally, promises to pay to LAURUS MASTER FUND, LTD., c/o M&C
Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street,
George Town, Grand Cayman, Cayman Islands, Fax: 345-949-8080 (the “Holder”) or its registered assigns or successors in interest,
the sum of Five Million Two Hundred Fifty Thousand Dollars ($5,250,000),
together with any accrued and unpaid interest hereon, on February 17, 2009 (the
“Maturity Date”) if not sooner paid.


 


Capitalized
terms used herein without definition shall have the meanings ascribed to such
terms in the Security and Purchase Agreement among the Companies and the Holder
dated as of the date hereof (as amended, modified and/or supplemented from time
to time, the “Security Agreement”).


 


The following terms shall apply to this Secured
Non-Convertible Term Note (this “Note”):


 


ARTICLE I


CONTRACT
RATE


 


1.1           Contract
Rate.  Subject to Sections 4.2 and
5.10, interest payable on the outstanding principal amount of this Note (the “Principal Amount”) shall accrue at a rate per annum equal to
the “prime rate” published in The Wall Street Journal from time to time
(the “Prime Rate”), plus two and one half
percent (2.5%) (the “Contract Rate”).  The Contract Rate shall be increased or
decreased as the case may be for each increase or decrease in the Prime Rate in
an amount equal to such increase or decrease in the Prime Rate; each change to
be effective as of the day of the change in the Prime Rate.  The Contract Rate shall not at any time be
less than nine percent (9.0%).  Interest
shall be (i) calculated on the basis of a 360 day year, and (ii) payable
monthly, in arrears, commencing on March 1, 2006 on the first business day of
each consecutive calendar month thereafter through and including the Maturity
Date and on the Maturity Date, whether by acceleration or otherwise.


 


1.2           Contract
Rate Payments.  The Contract Rate
shall be calculated on the last business day of each calendar month hereafter
(other than for increases or decreases in the Prime 


 


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Rate which shall be calculated and become effective in accordance with
the terms of Section 1.1) until the Maturity Date (each a “Determination
Date”).


 


1.3           Principal
Payments.  Amortizing payments of the
aggregate principal amount outstanding under this Note at any time (the “Principal Amount”) shall be made by the Company on March 1,
2007 and on the first business day of each succeeding month thereafter through
and including the Maturity Date (each, an “Amortization Date”).  Commencing on the first Amortization Date,
the Company shall make monthly payments to the Holder on each Amortization
Date, each such payment in the amount of $87,500 together with any accrued and
unpaid interest on such portion of the Principal Amount plus any and all other
unpaid amounts which are then owing under this Note, the Security Agreement
and/or any other Ancillary Agreement (collectively, the “Monthly
Amount”).  Any outstanding
Principal Amount together with any accrued and unpaid interest and any and all other
unpaid amounts which are then owing by the Company to the Holder under this
Note, the Security Agreement and/or any other Ancillary Agreement shall be due
and payable on the Maturity Date.


 


ARTICLE II


LOANS;
PAYMENTS UNDER THIS NOTE


 


2.1           Loans.  All Loans evidenced by this Note shall be
made in accordance with the terms and provisions of the Security Agreement.


 


2.2           [Intentionally
Omitted].


 


2.3           Optional
Redemption in Cash.  The Companies
will have the option of prepaying this Note (“Optional
Redemption”) by paying to the Holder a sum of money equal to one
hundred percent (100%) of the principal amount of this Note together with
accrued but unpaid interest thereon and any and all other sums due, accrued or
payable to the Holder arising under this Note, the Security Agreement, or any
other Ancillary Agreement (the “Redemption Amount”)
outstanding on the Redemption Payment Date (as defined below).  The Company shall deliver to the Holder a
written notice of redemption (the “Notice of Redemption”)
specifying the date for such Optional Redemption (the “Redemption
Payment Date”), which date shall be no later than ten (10) days
after the date of the Notice of Redemption (the “Redemption
Period”).  On the Redemption
Payment Date, the Redemption Amount (plus any additional interest and fees
accruing on the Notes during the Redemption Period) must be irrevocably paid in
full in immediately available funds to the Holder.  In the event the Companies fail to pay the
Redemption Amount on the Redemption Payment Date, then such Redemption Notice
shall be null and void.


 


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ARTICLE III


[INTENTIONALLY
OMITTED]


 


ARTICLE IV


EVENTS
OF DEFAULT AND DEFAULT RELATED PROVISIONS


 


4.1           Events
of Default.  The occurrence of an
Event of Default under the Security Agreement shall constitute an event of
default (“Event of Default”) hereunder.


 


4.2           Default
Interest.  Following the occurrence
and during the continuance of an Event of Default, the Companies shall, jointly
and severally, pay additional interest on the outstanding principal balance of
this Note in an amount equal to two percent (2%) per month, and all outstanding
Obligations, including unpaid interest, shall continue to accrue interest at
such additional interest rate from the date of such Event of Default until the
date such Event of Default is cured or waived.


 


4.3           Default
Payment.  Following the occurrence
and during the continuance of an Event of Default, the Holder, at its option,
may elect, in addition to all rights and remedies of the Holder under the
Security Agreement and the other Ancillary Agreements and all obligations and
liabilities of each Company under the Security Agreement and the other
Ancillary Agreements, to require the Companies, jointly and severally, to make a
Default Payment (“Default Payment”).  The Default Payment shall be one hundred
thirty percent (130%) of the outstanding principal amount of the Note, plus
accrued but unpaid interest, all other fees then remaining unpaid, and all
other amounts payable hereunder.  The
Default Payment shall be applied first to any fees due and payable to the
Holder pursuant to the Notes, the Security Agreement and/or the Ancillary
Agreements, then to accrued and unpaid interest due on the Notes, the Security
Agreement and then to the outstanding principal balance of the Notes.  The Default Payment shall be due and payable
immediately on the date that the Holder has exercised its rights pursuant to
this Section 4.3.


 


ARTICLE V


MISCELLANEOUS


 


5.1           Issuance
of New Note.  Upon any partial
payment of this Note, a new Note containing the same date and provisions of
this Note shall, at the request of the Holder, be issued by the Companies to
the Holder for the principal balance of this Note and interest which shall not
have been paid.


 


5.2           Cumulative
Remedies.  The remedies under this
Note shall be cumulative.


 


5.3           Failure
or Indulgence Not Waiver.  No failure
or delay on the part of the Holder hereof in the exercise of any power, right
or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right or privilege preclude other or
further exercise thereof or of any other right, power or privilege.  All rights and remedies existing hereunder
are cumulative to, and not exclusive of, any rights or remedies otherwise
available.


 


5.4           Notices.  Any notice herein required or permitted to be
given shall be in writing and shall be deemed effective: (a) upon personal
delivery to the party notified, (b) when sent by confirmed telex or facsimile
if sent during normal business hours of the recipient, if not, then on the next
business day, (c) five days after having been sent by registered or certified
mail, 


 


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return receipt requested, postage prepaid, or (d) one day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. 
All communications shall be sent to the respective Company at the
address provided for such Company in the Security Agreement executed in
connection herewith, and to the Holder at the address provided in the Security
Agreement for such Holder, with a copy to John E. Tucker, Esq., 825 Third
Avenue, 14th Floor, New York, New York 10022, facsimile
number (212) 541-4434, or at such other address as the respective Company or
the Holder may designate by ten days advance written notice to the other
parties hereto.


 


5.5           Amendment
Provision.  The term “Note” and all
references thereto, as used throughout this instrument, shall mean this
instrument as originally executed, or if later amended or supplemented, then as
so amended or supplemented, and any successor instrument as such successor
instrument may be amended or supplemented.


 


5.6           Assignability.  This Note shall be binding upon each Company
and its successors and assigns, and shall inure to the benefit of the Holder
and its successors and assigns, and may be assigned by the Holder in accordance
with the requirements of the Security Agreement.  No Company may assign any of its obligations
under this Note without the prior written consent of the Holder, any such
purported assignment without such consent being null and void.


 


5.7           Cost of
Collection.  In case of any Event of
Default under this Note, the Companies shall, jointly and severally, pay the
Holder’s reasonable costs of collection, including reasonable attorneys’ fees.


 


5.8           Governing
Law, Jurisdiction and Waiver of Jury Trial.


 


(a)           THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


(b)           EACH
COMPANY 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 COMPANY, ON THE ONE HAND,
AND THE HOLDER, ON THE OTHER HAND, PERTAINING TO THIS NOTE, THE SECURITY
AGREEMENT OR ANY OF THE OTHER ANCILLARY AGREEMENTS OR TO ANY MATTER ARISING OUT
OF OR RELATED TO THIS NOTE, THE SECURITY AGREEMENT OR ANY OF THE OTHER
ANCILLARY AGREEMENTS; PROVIDED, THAT EACH COMPANY 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 NOTE SHALL BE DEEMED OR OPERATE TO PRECLUDE THE HOLDER
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 THE
HOLDER.  EACH 


 


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COMPANY EXPRESSLY
SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT
COMMENCED IN ANY SUCH COURT, AND EACH COMPANY HEREBY WAIVES ANY OBJECTION THAT
IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM
NON CONVENIENS.  EACH COMPANY 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 THE
COMPANY AT THE ADDRESS SET FORTH IN THE SECURITY AGREEMENT AND THAT SERVICE SO
MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE COMPANY’S ACTUAL RECEIPT
THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE
PREPAID.


 


(c)           EACH
COMPANY 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 COMPANY 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 THE HOLDER, AND/OR ANY COMPANY ARISING OUT OF, CONNECTED
WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS NOTE, THE SECURITY AGREEMENT, ANY OTHER ANCILLARY
AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.


 


5.9           Severability.  In the event that any provision of this Note
is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of
law.  Any such provision which may prove
invalid or unenforceable under any law shall not affect the validity or
enforceability of any other provision of this Note.


 


5.10         Maximum
Payments.  Nothing contained herein
shall be deemed to establish or require the payment of a rate of interest or
other charges in excess of the maximum permitted by applicable law.  In the event that the rate of interest
required to be paid or other charges hereunder exceed the maximum rate permitted
by such law, any payments in excess of such maximum rate shall be credited
against amounts owed by the Companies to the Holder and thus refunded to the
Companies.


 


5.11         Security
Interest.  The Holder has been
granted a security interest (i) in certain assets of the Companies as more
fully described in the Security Agreement and (ii) pursuant to certain other
Ancillary Agreements referred to in the Security Agreement.


 


5.12         Construction.  Each party acknowledges that its legal
counsel participated in the preparation of this Note and, therefore, stipulates
that the rule of construction that ambiguities are to be resolved against the
drafting party shall not be applied in the interpretation of this Note to favor
any party against the other.


 


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5.13         Registered
Obligation.  This Note is intended to
be a registered obligation within the meaning of Treasury Regulation Section
1.871-14(c)(1)(i) and the Companies (or their agent) shall register this Note
(and thereafter shall maintain such registration) as to both principal and any
stated interest.  Notwithstanding any
document, instrument or agreement relating to this Note to the contrary,
transfer of this Note (or the right to any payments of principal or stated interest
thereunder) may only be effected by (i) surrender of this Note and either the
reissuance by the Companies of this Note to the new holder or the issuance by
the Company of a new instrument to the new holder, or (ii) transfer through a
book entry system maintained by the Company (or its agent), within the meaning
of Treasury Regulation Section 1.871-14(c)(1)(i)(B).


 


[Balance of page
intentionally left blank; signature page follows]


 


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IN
WITNESS WHEREOF, each Company has caused this Secured
Non-Convertible Term Note to be signed in its name effective as of this 17th
day of February 2006.


 


 


	
  WITNESS:

  	
   

  	
  MICRO COMPONENT
  TECHNOLOGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


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EXHIBIT
A


 


OTHER COMPANIES


 


None


 


8