EXHIBIT NO. 10.4


 


THIS OPTION AND THE SHARES OF
COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.
THIS OPTION AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS OPTION MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THIS OPTION 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.


 


Right to Purchase up to 2,556,651 Shares of
Common Stock of Micro Component Technology, Inc.

(subject to adjustment as provided herein)


 


OPTION


 


	
  No.

  	
   

  	
  Issue Date: April 29, 2005

  



 


MICRO COMPONENT TECHNOLOGY, INC., a corporation organized under the
laws of the State of Minnesota (“Company”), hereby certifies that, for value
received, LAURUS MASTER FUND, LTD., or assigns (the “Holder”), is entitled,
subject to the terms set forth below, to purchase from the Company (as defined
herein) from and after the Issue Date of this Option and at any time or from
time to time, up to 2,556,651 fully paid and nonassessable shares of Common
Stock (as hereinafter defined), $0.01 par value per share, at the applicable
Exercise Price per share (as defined below). 
The number and character of such shares of Common Stock and the
applicable Exercise Price per share are subject to adjustment as provided
herein.


 


As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:


 


The term “Company” shall include Micro Component Technology, Inc.
and any corporation that shall succeed, or assume the obligations of, Micro
Component Technology, Inc. hereunder.


 


The term “Common Stock” includes (i) the Company’s Common Stock,
$.01 par value per share; and (ii) any other securities into which or for
which any of the securities described in (a) may be converted or exchanged
pursuant to a plan of recapitalization, reorganization, merger, sale of assets
or otherwise.


 


The “Exercise Price” applicable under this Option shall be a price of
$0.01 per share.


 





















 


The term “Other Securities” refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the Holder at any time shall be entitled to receive, or shall
have received, on the exercise of the Option, in lieu of or in addition to
Common Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4
or otherwise.


 


1.                                       Exercise
of Option.


 


Number of Shares Issuable upon Exercise.  From and after the date hereof, the Holder
shall be entitled to receive, upon exercise of this Option in whole or in part,
by delivery of an original or fax copy of an exercise notice in the form
attached hereto as Exhibit A (the “Exercise Notice”), shares of Common
Stock of the Company, subject to adjustment pursuant to Section 4.  Notwithstanding anything contained herein to
the contrary, the Holder shall not be entitled to exercise this Option in
connection with that number of shares of Common Stock which would exceed the
difference between (i) 4.99% of the issued and outstanding shares of
Common Stock and (ii) the number of shares of Common Stock beneficially
owned by the Holder.  For the purposes of
the immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Exchange Act and Regulation 13d-3
thereunder.  The limitation described in
the second sentence of this Section 1.1 shall automatically become null
and void without any notice to the Company upon the occurrence and during the
continuance beyond any applicable grace period of an Event of Default under and
as defined in that certain Secured Convertible Term Note dated as of the date
hereof among the Holder and the Company, as amended, modified or supplemented
from time to time, or upon 75 days prior notice by the Holder to the Company.


 


Fair Market Value.  For purposes hereof, the “Fair Market Value”
of a share of Common Stock as of a particular date (the “Determination Date”)
shall mean:


 


If the Company’s Common Stock is traded on the American Stock Exchange
or another national exchange or is quoted on the National or SmallCap Market of
The Nasdaq Stock Market, Inc. (“Nasdaq”), then the closing or last sale
price, respectively, reported for the last business day immediately preceding
the Determination Date.


 


If the Company’s Common Stock is not traded on the American Stock
Exchange or another national exchange or on the Nasdaq but is quoted on the
NASD Over The Counter Bulletin Board, then the mean of the average of the
closing bid and asked prices reported for the last business day immediately
preceding the Determination Date.


 


Except as provided in clause (d) below, if the Company’s Common
Stock is not publicly traded, then as the Holder and the Company agree or in
the absence of agreement by arbitration in accordance with the rules then
in effect of the American Arbitration Association, before a single arbitrator
to be chosen from a panel of persons qualified by education and training to
pass on the matter to be decided.


 


If the Determination Date is the date of a liquidation, dissolution or
winding up, or any event deemed to be a liquidation, dissolution or winding up
pursuant to the Company’s charter,


 


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then all amounts to be payable per share to holders of the Common Stock
pursuant to the charter in the event of such liquidation, dissolution or
winding up, plus all other amounts to be payable per share in respect of the
Common Stock in liquidation under the charter, assuming for the purposes of
this clause (d) that all of the shares of Common Stock then issuable upon
exercise of the Option are outstanding at the Determination Date.


 


Company Acknowledgment.  The Company will, at the time of the exercise
of the Option, upon the request of the Holder hereof acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holder
shall continue to be entitled after such exercise in accordance with the
provisions of the Option.  If the Holder
shall fail to make any such request, such failure shall not affect the
continuing obligation of the Company to afford to such Holder any such rights.


 


Trustee for Option Holders.  In the event that a bank or trust company
shall have been appointed as trustee for the Holder of the Option pursuant to
Subsection 3.2, such bank or trust company shall have all the powers and
duties of an option agent (as hereinafter described) and shall accept, in its
own name for the account of the Company or such successor person as may be
entitled thereto, all amounts otherwise payable to the Company or such
successor, as the case may be, on exercise of this Option pursuant to this Section 1.


 


1.5                                 Shareholder
Approval.  Notwithstanding anything
herein to the contrary, Holder shall not be entitled to exercise this Option
for in excess of 1,500,000 shares in the aggregate unless and until the Company
has received shareholder approval of a sufficient increase in its number of
authorized shares.


 


2.                                       Procedure
for Exercise.


 


2.1                                 Delivery
of Stock Certificates, Etc., on Exercise. 
The Company agrees that the shares of Common Stock purchased upon
exercise of this Option shall be deemed to be issued to the Holder as the
record owner of such shares as of the close of business on the date on which
this Option shall have been surrendered and payment made for such shares in
accordance herewith.  As soon as
practicable after the exercise of this Option in full or in part, and in any
event within three (3) business days thereafter, the Company at its
expense (including the payment by it of any applicable issue taxes) will cause
to be issued in the name of and delivered to the Holder, or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for the
number of duly and validly issued, fully paid and nonassessable shares of
Common Stock (or Other Securities) to which such Holder shall be entitled on
such exercise, plus, in lieu of any fractional share to which such Holder would
otherwise be entitled, cash equal to such fraction multiplied by the then Fair
Market Value of one full share, together with any other stock or other
securities and property (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.


 


2.2                                 Exercise.


 


Subject to subsection (b) below, payment shall be made in
cash or by certified or official bank check payable to the order of the Company
equal to the applicable aggregate Exercise Price


 


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for the number of Common Shares specified in such Exercise Notice (as
such exercise number shall be adjusted to reflect any adjustment in the total
number of shares of Common Stock issuable to the Holder per the terms of this
Option) and the Holder shall thereupon be entitled to receive the number of
duly authorized, validly issued, fully-paid and non-assessable shares of Common
Stock (or Other Securities) determined as provided herein.


 


Notwithstanding any provisions herein to the contrary, in the event
there is no effective registration statement with respect to the shares
issuable upon exercise of this Option or an Event of Default (as such term is
defined in the Secured Convertible Term Note dated as of the date hereof among
the Holder and the Company, as amended, modified, restated and/or supplemented
from time to time) has occurred and is continuing, if the Fair Market Value of
one share of Common Stock is greater than the Exercise Price (at the date of
calculation as set forth below), in lieu of exercising this Option for cash,
the Holder may elect to receive shares equal to the value (as determined below)
of this Option (or the portion thereof being exercised) by surrender of this
Option at the principal office of the Company together with the properly
endorsed Exercise Notice in which event the Company shall issue to the Holder a
number of shares of Common Stock computed using the following formula:


 


X=Y                        (A-B)


A


 


Where X =                                      the
number of shares of Common Stock to be issued to the Holder


 


Y =                              the
number of shares of Common Stock purchasable under the Option or, if only a
portion of the Option is being exercised, the portion of the Option being
exercised (at the date of such calculation)


 


A =                            the
Fair Market Value of one share of the Company’s Common Stock (at the date of
such calculation)


 


B =                              Exercise
Price (as adjusted to the date of such calculation)


 


3.                                       Effect
of Reorganization, Etc.; Adjustment of Exercise Price.


 


3.1                                 Reorganization,
Consolidation, Merger, Etc.  In case
at any time or from time to time, the Company shall (a) effect a
reorganization, (b) consolidate with or merge into any other person, or (c) transfer
all or substantially all of its properties or assets to any other person under
any plan or arrangement contemplating the dissolution of the Company, then, in
each such case, as a condition to the consummation of such a transaction,
proper and adequate provision shall be made by the Company whereby the Holder,
on the exercise hereof as provided in Section 1 at any time after the
consummation of such reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and
property (including cash) to which such Holder would have been entitled upon
such consummation or in connection with such dissolution, as the case may be,
if such Holder had so exercised this Option, immediately prior thereto, all
subject to further adjustment thereafter as provided in Section 4.


 


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3.2                                 Dissolution.  In the event of any dissolution of the
Company following the transfer of all or substantially all of its properties or
assets, the Company, concurrently with any distributions made to holders of its
Common Stock, shall at its expense deliver or cause to be delivered to the
Holder the stock and other securities and property (including cash, where applicable)
receivable by the Holder pursuant to Section 3.1, or, if the Holder shall
so instruct the Company, to a bank or trust company specified by the Holder and
having its principal office in New York, NY as trustee for the Holder (the “Trustee”).


 


3.3                                 Continuation
of Terms.  Upon any reorganization,
consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 3, this Option shall continue in full force
and effect and the terms hereof shall be applicable to the shares of stock and
other securities and property receivable on the exercise of this Option after
the consummation of such reorganization, consolidation or merger or the
effective date of dissolution following any such transfer, as the case may be, and
shall be binding upon the issuer of any such stock or other securities,
including, in the case of any such transfer, the person acquiring all or
substantially all of the properties or assets of the Company, whether or not
such person shall have expressly assumed the terms of this Option as provided
in Section 4.  In the event this
Option does not continue in full force and effect after the consummation of the
transactions described in this Section 3, then the Company’s securities
and property (including cash, where applicable) receivable by the Holders will
be delivered to Holder or the Trustee as contemplated by Section 3.2.


 


4.                                       Extraordinary
Events Regarding Common Stock.  In
the event that the Company shall (a) issue additional shares of the Common
Stock as a dividend or other distribution on outstanding Common Stock or any
preferred stock issued by the Company, (b) subdivide its outstanding
shares of Common Stock, or (c) combine its outstanding shares of the
Common Stock into a smaller number of shares of the Common Stock (each of the
preceding clauses (a) through (c), inclusive, an “Event”), then, in each
such event, the number of shares of Common Stock that the Holder shall
thereafter, on the exercise hereof as provided in Section 1, be entitled
to receive shall be increased or decreased to a number determined by
multiplying the number of shares of Common Stock that would, immediately prior
to such Event, be issuable upon the exercise of this Option by a fraction of
which (a) the numerator is the number of issued and outstanding shares of
Common Stock immediately after such Event, and (b) the denominator is the
number of issued and outstanding shares of Common Stock immediately prior to
such Event.


 


5.                                       Certificate
as to Adjustments.  In each case of
any adjustment or readjustment in the shares of Common Stock (or Other
Securities) issuable on the exercise of the Option, the Company at its expense
will promptly cause its Chief Financial Officer or other appropriate designee
to compute such adjustment or readjustment in accordance with the terms of the
Option and prepare a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment is
based, including a statement of (a) the consideration received or
receivable by the Company for any additional shares of Common Stock (or Other
Securities) issued or sold or deemed to have been issued or sold, (b) the
number of shares of Common Stock (or Other Securities) outstanding or deemed to
be outstanding, and (c) the Exercise Price and the number of shares of
Common Stock to be received upon exercise of this Option, in effect immediately
prior to such adjustment or readjustment and as adjusted or readjusted as
provided in this Option.  The Company will
forthwith mail a copy of each such


 


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certificate to the Holder and any Option agent of the Company
(appointed pursuant to Section 10 hereof).


 


6.                                       Reservation
of Stock, Etc., Issuable on Exercise of Option.  Subject to shareholder approval of an
increase in the number of the Company’s authorized shares, which the Company
shall cause to occur on or prior to July 31, 2005, the Company will at all
times reserve and keep available, solely for issuance and delivery on the
exercise of the Option, shares of Common Stock (or Other Securities) from time
to time issuable on the exercise of the Option.


 


7.                                       Assignment;
Exchange of Option.  Subject to
compliance with applicable securities laws, this Option, and the rights
evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”)
in whole or in part.  On the surrender
for exchange of this Option, with the Transferor’s endorsement in the form of Exhibit B
attached hereto (the “Transferor Endorsement Form”) and together with evidence
reasonably satisfactory to the Company demonstrating compliance with applicable
securities laws, which shall include, without limitation, the provision of a
legal opinion from the Transferor’s counsel (at the Company’s expense) that
such transfer is exempt from the registration requirements of applicable
securities laws, and with payment by the Transferor of any applicable transfer
taxes) will issue and deliver to or on the order of the Transferor thereof a
new Option of like tenor, in the name of the Transferor and/or the
transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”),
calling in the aggregate on the face or faces thereof for the number of shares
of Common Stock called for on the face or faces of the Option so surrendered by
the Transferor.


 


8.                                       Replacement
of Option.  On receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Option and, in the case of any such loss, theft or destruction
of this Option, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Option, the Company at its
expense will execute and deliver, in lieu thereof, a new Option of like tenor.


 


9.                                       Registration
Rights.  The Holder has been granted
certain registration rights by the Company. 
These registration rights are set forth in a Registration Rights
Agreement entered into by the Company and Holder dated as of even date of this
Option.


 


10.                                 Option
Agent.  The Company may, by written
notice to each Holder of the Option, appoint an agent for the purpose of
issuing Common Stock (or Other Securities) on the exercise of this Option
pursuant to Section 1, exchanging this Option pursuant to Section 7,
and replacing this Option pursuant to Section 8, or any of the foregoing,
and thereafter any such issuance, exchange or replacement, as the case may be,
shall be made at such office by such agent.


 


11.                                 Transfer
on the Company’s Books.  Until this
Option is transferred on the books of the Company, the Company may treat the
registered holder hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.


 


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12.                                 Notices,
Etc.  All notices and other
communications from the Company to the Holder shall be mailed by first class
registered or certified mail, postage prepaid, at such address as may have been
furnished to the Company in writing by such Holder or, until any such Holder
furnishes to the Company an address, then to, and at the address of, the last
Holder who has so furnished an address to the Company.


 


13.                                 Miscellaneous.  THIS OPTION AND ANY TERM HEREOF MAY BE CHANGED,
WAIVED, DISCHARGED OR TERMINATED ONLY BY AN INSTRUMENT IN WRITING SIGNED BY THE
PARTY AGAINST WHICH ENFORCEMENT OF SUCH CHANGE, WAIVER, DISCHARGE OR
TERMINATION IS SOUGHT. THIS OPTION SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.  Any action brought
concerning the transactions contemplated by this Option shall be brought only
in the state courts of New York or in the federal courts located in the state
of New York; provided, however, that the Holder may choose to waive this
provision and bring an action outside the state of New York.  The individuals executing this Option on
behalf of the Company agree to submit to the jurisdiction of such courts and
waive trial by jury.  The prevailing
party shall be entitled to recover from the other party its reasonable attorney’s
fees and costs.  In the event that any
provision of this Option 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 Option.  The headings in this Option
are for purposes of reference only, and shall not limit or otherwise affect any
of the terms hereof.  The invalidity or
unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provision hereof. 
The Company acknowledges that legal counsel participated in the
preparation of this Option 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 Option to favor any party
against the other party.


 


 


	
   

  	
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IN WITNESS WHEREOF, the
Company has executed this Option as of the date first written above.


 


	
   

  	
  MICRO COMPONENT

  
	
   

  	
  TECHNOLOGY, INC.

  
	
   

  	
   

  
	
  WITNESS:

  	
  /s/ Thomas P. Maun

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roger E.
  Gower

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive
  Officer

  	
   

  
							



 


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