EXHIBIT 4.1


MICRO COMPONENT TECHNOLOGY, INC.


2004 INCENTIVE STOCK PLAN


(as amended
through April 25, 2007)


ARTICLE I.


PURPOSE


The
purpose of this Plan is to provide a means whereby Micro Component Technology,
Inc. (the “Company”) may be able, by granting stock options (“Options”) and
shares of restricted stock (“Restricted Stock”) to attract, retain and motivate
capable and loyal employees, consultants and advisors of the Company and its
subsidiaries, for the benefit of the Company and its shareholders.  Options granted under the Plan may be either
Incentive Stock Options which qualify for favorable tax treatment under Section
422 of the Internal Revenue Code (the “Code”), or Nonqualified Stock Options
which do not qualify for favorable tax treatment.  Options and Restricted Stock are referred to
collectively in this Plan as “Awards”.


ARTICLE II.


RESERVATION OF SHARES


A
total of 1,880,000 shares of Common Stock of the Company (“Shares”) are
reserved for issuance pursuant to Awards granted under the Plan.  If any Shares included in an Award are not
purchased or are forfeited, or if an Award otherwise terminates without
delivery of any Shares, then the number of Shares included in the Award, to the
extent of any such forfeiture or termination, shall again be available for
granting Awards under the Plan.  Shares
reserved for issue as provided herein shall cease to be reserved upon
termination of the Plan.


The
maximum number of Shares for which Awards may be granted under the Plan to all
persons in any calendar year shall be limited to three percent of the total
outstanding Shares.  The maximum number
of Shares for which any person may be granted Awards under the Plan in any
calendar year shall be limited to 300,000 Shares.











ARTICLE III.


ADMINISTRATION


(a)          The
Plan shall be administered by the Compensation Committee of the Board of
Directors of the Company (the “Committee”). 
The Committee shall be appointed by the Board of Directors and shall be
comprised solely of two or more “non-employee directors” within the meaning of
SEC Rule 16b-3.  Each member of the
Committee shall also be an “outside director” within the meaning of Code
Section 162(m).  Vacancies in the
Committee shall be filled by the Board.


(b)         The
Committee shall have full power to construe and interpret the Plan and to
establish and amend rules and regulations for its administration, subject to
the express provisions of the Plan.


(c)          The
Committee shall determine which persons shall be granted Awards under the Plan,
the types of Awards to be granted, the number of Shares included in each Award,
any limitations on the exercise or vesting of Awards in addition to those
imposed by this Plan, and any other terms and conditions of Awards.  The Committee may also approve amendments to
outstanding Awards, provided there is no conflict with the terms of the Plan,
applicable law, or applicable stock market rules and regulations.  In determining the persons to whom Awards
shall be granted and the number of Shares to be included in each Award, the
Committee shall consider the person’s contributions to the Company’s revenues,
net income, stock price, and other factors which the Committee determines
appropriate from time to time.


(d)         The
Committee shall not approve any repricing of outstanding Options without prior
shareholder approval.  The term “repricing”
means (i) a reduction in the exercise price of an Option after it has been
granted, (ii) the cancellation of an Option in exchange for a new Option,
unless pursuant to a merger or similar transaction, or (iii) any similar action
which would be treated as a repricing under applicable accounting rules.











ARTICLE IV.


ELIGIBILITY


An Award may be
granted to any employee, consultant or advisor of the Company or its
subsidiaries, except that no consultant or advisor shall be granted Awards in
connection with the offer and sale of securities in a capital raising
transaction on behalf of the Company.  A
person who has received an Award is referred to in this Plan as a “Participant.”


ARTICLE V.


CHANGES IN PRESENT STOCK


In
the event of a recapitalization, merger, consolidation, reorganization, stock
dividend, stock split or other change in capitalization affecting the Company’s
present capital stock, appropriate adjustment may be made by the Committee in
the number and kind of shares included in any Award, and the exercise or
purchase price of any Award.


ARTICLE VI.


OPTIONS


(a)                                  Option
Exercise Price.  The per share
exercise price for each Option shall be determined by the Committee at the time
of grant, provided that the per share exercise price for any Incentive Stock
Option shall be not less than the fair market value of the Common Stock on the
date the Option is granted.  The fair
market value of the Common Stock as of any date shall be the closing market
price for the Common Stock on such date, or on the trading day closest to such
date if the Common Stock does not trade on such date.  If there is no closing market price for the
Common Stock, the Committee shall use such other information deemed appropriate
by the Committee.  No Incentive Stock
Option shall be granted to any employee who at the time directly or indirectly
owns more than ten percent of the combined voting power of all classes of stock
of the Company or of a subsidiary, unless the exercise price is not less than
110 percent of the fair market value of the Common Stock on the date of grant,
and unless the Option is not exercisable more than five years after the date of
grant.











(b)                                 Exercise
of Options.  An optionee shall
exercise an Option by delivery of a signed, written notice to the Company,
specifying the number of Shares to be purchased, together with payment of the
full purchase price for the Shares.  The
Company may accept payment from a broker on behalf of the optionee and may,
upon receipt of signed, written instructions from the optionee, deliver the
Shares directly to the broker.  The date
of receipt by the Company of the final item required under this paragraph shall
be the date of exercise of the Option.


(c)                                  Option Agreement
Provisions.  Each Option granted under the
Plan shall be evidenced by a Stock Option Agreement executed by the Company and
the optionee, and shall be subject to the following terms and conditions, and
such other terms and conditions as may be prescribed by the Committee:


(i)                                     Dollar
Limitation.  Each Option grant to an
employee shall constitute an Incentive Stock Option eligible for favorable tax
treatment under Section 422 of the Code, provided that no more than $100,000 of
such Options (based upon the fair market value of the underlying Shares as of
the date of grant) can first become exercisable for any employee in any
calendar year.  To the extent any Option
grant exceeds the $100,000 dollar limitation, it shall constitute a
Nonqualified Stock Option.  Each stock
option agreement shall specify the extent to which it is an Incentive and/or a
Nonqualified Stock Option.  For purposes
of applying the $100,000 limitation, options granted under this Plan and under
all other plans of the Company and its subsidiaries which are qualified under
Section 422 of the Code shall be included.


(ii)                                  Payment.  The full purchase price of the Shares
acquired upon exercise of any Option shall be paid 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 full purchase price and free and clear of all
liens and encumbrances.


The
Committee in its sole discretion may also permit the “cashless exercise” of an
Option.  In the event of a cashless
exercise, the optionee shall surrender the Option to the Company, and the
Company shall issue the optionee the number of Shares determined as follows:


X = Y (A-B) /A where:


X = the number of Shares
to be issued to the optionee.


Y = the number of Shares
with respect to which the Option is being exercised.


A = the closing sale
price of the Common Stock on the date of exercise, or in the absence thereof,
the fair market value on the date of exercise.


B = the Option exercise
price.











(iii)                               Exercise
Period.  The period within which an
Option must be exercised shall be determined by the Committee at the time of
grant.  The exercise period for an
Incentive Stock Option or a Nonqualified Stock Option shall be subject to a
maximum of ten years, or five years for an Incentive Stock Option granted to an
employee who directly or indirectly owns more than ten percent of the combined
voting power of all classes of stock of the Company or a subsidiary.  Unless modified by the Committee, each Option
shall become exercisable to the extent of 25 percent of the shares on each of
the first four anniversaries of the date of grant.  To the extent exercisable, an Option may be
exercised in whole or in part.  The
Committee may impose different or additional conditions with respect to length
of service or attainment of specified performance goals which must be satisfied
prior to exercise of all or any part of an option.


Outstanding
Options 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.


(iv)                              Rights
of Optionee Before Exercise.  The
holder of an Option shall not have the rights of a shareholder with respect to
the Shares covered by his or her Option until such Shares have been issued to
him or her upon exercise of the Option.


(v)                                 Termination
of Employment.  If an optionee’s
employment is terminated other than by death, disability, or for conduct which
is contrary to the best interests of his or her employer, the optionee may,
within 90 days of such termination (or longer, if approved by the Committee),
exercise any unexercised portion of his or her Option to the extent he or she
was entitled to do so at the time of such termination.


If
termination of employment is effected by death or disability of the optionee,
the Option, or any portion thereof, may be exercised to the extent the optionee
was entitled to do so at the time of his or her death or disability, by the
optionee or his or her personal representative, at any time within six months
subsequent to the date of his or her termination of employment.











If
an optionee’s employment is terminated by his or her employer for conduct which
is contrary to the best interests of the employer, as determined by the
employer in its sole discretion, the unexercised portion of the optionee’s
Option shall expire automatically on the date of termination of his or her
employment.


Notwithstanding
the foregoing, no Option shall be exercisable subsequent to the date of
expiration of the Option term and no Option shall be exercisable subsequent to
the termination of the optionee’s employment except as specifically provided in
this paragraph (v).


(vi)                              Non-transferability
of Option.  No Option shall be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution, and each Option shall be exercisable during the optionee’s
lifetime only by the optionee.  No Option
may be attached or subject to levy by an optionee’s creditors.


(vii)                           Date
of Grant.  The date on which the
exercise price becomes fixed for an Option shall be considered the date on
which the Option is granted.


ARTICLE VII.


RESTRICTED STOCK


(a)                                  Grant
of Restricted Stock.  Each grant of
Restricted Stock made under the Plan shall be for such number of Shares as
shall be determined by the Committee and set forth in the agreement containing
the terms of such grant.  The agreement
shall set forth a period of time during which the grantee must remain in the
continuous employment of the Company in order for the forfeiture and transfer
restrictions to lapse.  If the Committee
so determines, the restrictions may lapse during such restricted period in
installments with respect to specified portions of the shares covered by the
Restricted Stock grant.  The agreement
may also, in the discretion of the Committee, set forth performance or other
conditions that will subject the shares to forfeiture and transfer
restrictions, in addition to or in lieu of time-based restrictions.  The Committee may, in its discretion, waive
all or any part of the restrictions applicable to any or all outstanding
Restricted Stock grants.


Grants
of Restricted Stock shall become immediately fully-vested and free of all
forfeiture and transfer restrictions in the event 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.


(b)                                 Agreements.  Awards of Restricted Stock shall be evidenced
by agreements in such form as the Committee shall from time to time approve,
which agreements shall be subject to the terms and conditions contained in the
Plan and any additional terms and conditions established by the Committee that
are consistent with the Plan.


(c)                                  Delivery
of Common Stock and Restrictions.  At
the time of a Restricted Stock grant, a certificate representing the number of
Shares awarded thereunder shall be registered in the name of the
Participant.  Such certificate shall be
held by the Company or any custodian appointed by the Company for the account
of the Participant subject to the terms and conditions of the Plan, and shall
bear such a legend setting forth the restrictions imposed thereon as the
Committee, in its discretion, may determine. 
The Participant shall have all rights of a shareholder with respect to
the Shares, including the right to receive dividends and the right to vote such
shares, subject to the following restrictions: 
(i) the Participant shall not be entitled to delivery of the stock
certificate until the expiration of the restricted period and the fulfillment
of any other restrictive conditions set forth in the agreement with respect to
such Shares; (ii) none of the Shares may be sold, assigned, transferred,
pledged, hypothecated or otherwise encumbered or disposed of during such
restricted period or until after the fulfillment of any such other restrictive
conditions; and (iii) except as otherwise determined by the Committee, all of
the Shares shall be forfeited and all rights of the Participant to such Shares
shall terminate, without further obligation on the part of the Company, unless
the Participant remains in the continuous employment of the Company for the
entire restricted period in relation to which such Common Stock was granted and
unless any other restrictive conditions relating to the Restricted Stock Award
are met.  Any Common Stock, any other
securities of the Company and any other property (except for cash dividends)
distributed with respect to the Shares subject to Restricted Stock Awards shall
be subject to the same restrictions, terms and conditions as such Restricted
Stock.


(d)                                 Termination
of Restrictions.  At the end of the
restricted period and provided that any other restrictive conditions of the
grant of Restricted Stock are met, or at such earlier time as otherwise
determined by 











the Committee, all
restrictions set forth in the agreement relating to the grant of Restricted
Stock or in the Plan shall lapse as to the Restricted Stock subject thereto,
and a stock certificate for the appropriate number of Shares, free of the
restrictions and the Restricted Stock legend, shall be delivered to the
Participant or his or her beneficiary or estate, as the case may be.


ARTICLE VIII.


GENERAL


(a)                                  No
Cash Consideration for Awards. 
Awards shall be granted for no cash consideration or for such minimal
cash consideration as may be required by applicable law.


(b)                                 Awards
May Be Granted Separately or Together. 
Awards may, in the discretion of the Committee, be granted either alone
or in addition to, in tandem with or in substitution for any other Award.  Awards granted in addition to or in tandem
with other Awards may be granted either at the same time as or at a different
time from the grant of such other Awards.


(c)                                  Term
of Awards.  The term of each Award
shall be for such period as may be determined by the Committee.


(d)                                 Restrictions;
Stock Market Listing.  All
certificates for Shares or other securities delivered under the Plan pursuant
to any Award or the exercise thereof shall be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable under the
Plan, or the rules, regulations and other requirements of the Securities and
Exchange Commission and any applicable federal or state securities laws, and
the Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions.  If the Shares are traded on a securities
market, the Company shall not be required to deliver any Shares covered by an
Award unless and until such Shares have been admitted for trading on such
securities market.


(e)                                  No
Right to Continued Employment. 
Nothing in the Plan or in any Award document shall be construed to
confer upon any employee any right to continue in the employ of the Company or
a subsidiary, or to interfere in any way with the right of the Company or a
subsidiary as employer to terminate his or her 











employment at any
time, nor to derogate from the terms of any written employment agreement
between such corporation and the optionee.


(f)                                    Section
16 Compliance.  The Plan is intended to comply in
all respects with SEC Rule 16b-3, as amended, and in all events the Plan shall
be construed in accordance with the requirements of Rule 16b-3.  If any Plan provision does not comply with
Rule 16b-3, the provision shall be deemed inoperative.  The Board of Directors, in its absolute
discretion, may bifurcate the Plan so as to restrict, limit or condition the
use of any provision of the Plan with respect to persons who are officers or
directors subject to Section 16 of the Securities and Exchange Act of 1934, as
amended, without so restricting, limiting or conditioning the Plan with respect
to other Participants.


ARTICLE IX.


WITHHOLDING OF TAXES


The
Company shall make such provisions and take such steps as it may deem necessary
or appropriate for the withholding of any taxes that the Company is required by
any law or regulation to withhold in connection with any Award including, but not
limited to, withholding a portion of the Shares issuable pursuant to the Award,
or requiring the Participant to pay to the Company, in cash, an amount
sufficient to cover the Company’s withholding obligations.


ARTICLE X.


EFFECTIVE DATE OF PLAN


The
effective date of the Plan shall be April 15, 2004, the date of its original
adoption by the Board of Directors of the Company.


ARTICLE XI.


DURATION OF THE PLAN


The
Plan shall terminate April 15, 2014, which is ten years after the date of its
approval by the Board of Directors, unless sooner terminated by issuance of all
Shares reserved for issuance hereunder. 
No Award shall be granted under the Plan after such termination date.











ARTICLE XII.


TERMINATION OR AMENDMENT OF THE PLAN


The
Board of Directors of the Company may at any time terminate the Plan, or make
such modifications of the Plan as it shall deem advisable, subject to
shareholder approval to the extent required by applicable law or stock market
rule or regulation.  No termination or
amendment of the Plan may, without the consent of the Participants to whom any
Awards shall previously have been granted, adversely affect the rights of such
Participants under such Awards.


ARTICLE XIII.


SHAREHOLDER APPROVAL


The
Board of Directors shall submit the Plan to the shareholders for their approval
within 12 months of the date of its adoption by the Board.  Awards granted prior to such approval are
contingent on receipt of such approval, and shall automatically lapse if such
approval is not granted.  The Board shall
also submit any amendments to the shareholders for approval if required by
applicable law or stock market rule or regulation.


ARTICLE XIV.


INTERPRETATION


The
Plan shall be interpreted in accordance with Minnesota law.