# **EXHIBIT10.2**

#  

**STOCKOPTION AGREEMENT**

** **

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

 

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

 

**Agreement**

 

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

 

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

 

**3.         Exerciseof Option.**  The Option shall vest and become exercisablein 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 agreementmilestones, the Chairman of the Board and the Optionee will provide the Board adetailed description of the potential strategic agreements the Optionee plansto undertake 

 

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to ensure thesatisfaction of the Board that such strategic agreements will satisfy therequirements of the milestones.

 

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

 

No additional vesting shall occur after termination ofthe Consulting Agreement; provided, however, that if the Company executes astrategic agreement referred to above within 90 days after termination of theConsulting Agreement with a party with which Consultant had substantivenegotiations on behalf of the Company prior to termination of the ConsultingAgreement, the Option shall vest with respect to the additional shares setforth in the above table with respect to such agreement.  To the extent exercisable, the Option may beexercised in whole or in part.

 

**4.         Rightsof Optionee.**  Optionee shall not have the rights of ashareholder with respect to the shares of stock subject to this Option untilissuance of shares pursuant to exercise of the Option.

 

**5.         Non-Transferabilityof Option.**  The Option shall not be transferable byOptionee, except that the Option may be transferred to John Moon during hislifetime and to his heirs upon his death.

 

**6.         Mannerof Exercise.**  Exercise of the Option, or any part thereof,shall be made by written notice given by Optionee to the Company, specifyingthe number of shares to be purchased, accompanied by payment of the purchaseprice in cash, by certified or cashier’s check, or in the form of shares of theCompany’s common stock with a fair market value equal to the purchase price andfree 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’scapital stock, the Company shall make an appropriate adjustment in the numberof shares and the exercise price for this Option.

 

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

 

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INWITNESS WHEREOF, the parties have executed this instrument as of the day andyear 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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