# **EXHIBIT10.2**

**CONFIDENTIALTREATMENT REQUESTED**

**CONTRACTMANUFACTURING AGREEMENT BETWEEN COMPANY AND GREATECH**

ThisAgreement (“Agreement”) dated as of June 26, 2007, is entered into by andbetween Greatech Integration (M) Sdn Bhd, with a place of business at Plot 287BLengkok Kampung Jawa 1, Phase 3 Bayan Lepas Free Industrial Zone, 11900 Penang(hereinafter called Greatech) and Micro Component Technology Inc, with a placeof business at No. 2340 West County Road C, Saint Paul, MN 55113 USA(hereinafter called MCT).

Thepurpose of this Agreement is to set forth the terms and conditions under whichthe Greatech shall deliver to MCT certain Products, order certain RawMaterials, manufacture fabricated parts, provide assembly services, andrudimentary testing.  This Agreement willcover the Products specified in Attachment A. Upon written agreement by Greatech and MCT, part numbers may be added ordeleted by amending Attachment A.

1.0GENERAL

1.1LIABILITY

Exceptfor a party’s obligation to indemnify the other party against third partyclaims, or as otherwise provided in this Agreement, neither party shall beliable to the other for special, indirect, incidental or consequential damages.

1.2SEVERABILITY

If anyprovision of this Agreement is held to be invalid or unenforceable, suchinvalidity or unenforceability shall not affect the enforceability of any otherprovisions of this Agreement not held to be invalid.

1.3AMENDMENTS

Modificationof this Agreement must be made in writing, signed by a duly authorized CorporateOfficer of each party.  No amendmentshall be deemed effective, until a duplicate original of such Amendment isreceived by each party.

1.4COMPLIANCE WITH THE LAWS

Bothparties agree to comply will all applicable laws, rules and regulations withregard to the performance of its obligations under the Agreement and indemnifyand hold the other party harmless from any loss resulting from its failure toobey all such laws, rules and regulations. This Agreement is made in, governed by, and shall be construed inaccordance with the laws of the 

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State ofMinnesota USA

1.5WAIVER

Eitherparty’s failure to exercise, in whole or in part, or delay in exercising anyright under this Agreement will not preclude any future exercise of the sameright or the exercise of any other right hereunder.

1.6All notices pertaining to this Agreement shall be in writing, delivered to theparty at this address set forth below.

| To: Greatech Integration (M)  Sdn Bhd | To: Micro Component Technology Inc |
|---------------------------------------|------------------------------------|
| Plot 287B  Lengkok Kampung Jawa 1     | 2340 West County Road C            |
| Phase 3 Bayan  Lepas FIZ              | Saint Paul                         |
| 11900 Penang,  Malaysia               | MN 55113 USA                       |
|                                  |                               |
| Attention: Mr.  Tan Eng Kee           | Attention: Mr. Roger Gower         |

 

1.7FORCE MAJEURE

Neitherparty will be liable nor deemed to be in default for delay or failure inperformance or interruption of service hereunder resulting directly orindirectly from acts of God, wars, floods, riots, labor strikes, worldwideparts shortages, or transportation shortages, provided, however, the provisionsof this section shall not apply to obligation to make payments when due.  The time for performance so affected ordelayed will be deemed extended for the period of such delay.  The party claiming excuse for failure toperform due to force majeure shall notify the other party in writing withinfive (5) days of the existence of the force majeure cause and its expectedduration.  MCT may terminate thisAgreement on five days’ prior written notice to Greatech if Greatech is unableto perform for a period of 30 days or more due to force majeure.

1.8PROPRIETARY INFORMATION

Theparties are also entering into a Non-Disclosure and Confidentiality Agreementwhich shall continue in accordance with its terms.

1.9  AUTHORITY

MCTwarrants that it has the unqualified right to enter this Agreement, that it isthe owner of or has the right to transfer all rights and licenses to alltechnology, intellectual property and other deliverables under the terms ofthis Agreement, and that it has the right to perform all obligations under thisAgreement.

1.10ASSIGNMENT

Neitherparty may assign or otherwise transfer its rights and obligations under thisAgreement without the prior written consent of the other party, which consentshall not be unreasonably withheld.

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1.11ENTIRE AGREEMENT

ThisAgreement sets forth the entire agreement and understanding between the partieswith respect to the subject matter hereof and merges all prior discussions andnegotiations between them.  There are nooral representations or inducements pertaining thereto which are not containedherein; and neither of the parties hereto shall be bound by any conditions,warranties, understandings to representations with respect to such subjectmatter other than as expressly provided herein, except that the Non-Disclosureand Confidentiality Agreement referred to in Section 1.8 shall continue inaccordance with its terms.

1.12NON-LICENSING

Theparties understand that except as may be otherwise expressly stated herein, theterms and conditions of the Agreement shall not be considered in any way as agrant of any license whatsoever under either party’s present or futuretrademarks, trade secrets, or other proprietary rights, nor is any such licensegranted by implication, or otherwise.

2.0WORK SCOPE

Duringthe term of this Agreement, Greatech will supply product that meets allassembly, test, quality and documentation requirements, and on a deliveryschedule agreed to in writing by MCT and Greatech.  Assembly & test, labeling and productionrecords must meet all applicable ISO standards. Product is assembled, tested and labeled per MCT specifications.  MCT has responsibility to ensure theirspecifications meet applicable regulatory requirements and effectivelycommunicate requirements to Greatech.

Greatechshall manufacture and deliver product, listed on Exhibit A, exclusively to MCTunder the terms and conditions of this Agreement.  All parts and components purchased andinventory used in the construction of the Product, shall be sourced from theMCT’s AVL (Approved Vendor List).  Partsand components NOT listed on the MCT’s AVL shall NOT be used unless approved byMCT.  Any modifications to the MCT AVLmust be approved, in writing, by MCT. Greatech shall provide manufacturing and testing for the products inaccordance with MCT’s specifications.

3.0AGREEMENT TERMS AND ORDERING

Theterms and conditions of this agreement shall apply to all products listed onExhibit A and other future products to be manufactured by Greatech for MCT.

TheContract Manufacturing Agreement is good until otherwise modified or terminatedby mutual written Agreement.

3.1 TERM OF AGREEMENT

TheInitial Term of this Agreement is twelve (12) months.

Upon theeffective date, and at each subsequent renewal date, MCT will provide Greatechwith a twelve (12) month rolling forecast of the Product to be ordered for thesucceeding twelve (12) month period, and thereafter, in the first week of eachsucceeding quarter, MCT will update the twelve (12) month forecast.

Greatechwill utilize the forecast to secure long lead time components (i.e. componentsthat 

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exceed 8weeks lead time)

Unlessterminated earlier as provided in Section 9.0, the Agreement is automaticallyrenewed at twelve (12) months increments, unless either party gives writtennotice to the other party not to renew with not less than 90 days of notice.

3.2PURCHASE ORDERS

MCT willissue purchase orders on a periodic basis, with sufficient time to permitGreatech to obtain the long lead-time components and will approve the shipmentof Products from Greatech, acknowledge receipt of Product at MCT’s facility andauthorize payment to Greatech.  Paymentis contingent upon acceptance of the assembled machine per MCT’sspecifications.  Final acceptance mustoccur at a location specified by MCT and mutually agreed to by Greatech.

MCT’spurchase orders (“Orders”) must be in writing and with the followinginformation: (I) identification of the Products by quantity, model number,revision and description; (II) shipment instructions, including requestedshipment date, and (III) price.  Allorders must incorporate by reference the terms and conditions of thisAgreement.  The terms and conditions ofthis Agreement shall not supersede any additional terms and conditions (agreedto by both MCT and Greatech) contained in MCT’s purchase orders.  All requirements shall be scheduled per theOrder, and all scheduled dates shall be regarded as dates of shipment fromGreatech’s facilities.

MCTagrees to promptly accept delivery of Products conforming to this Agreement andmake payment in accordance with Section 8.

3.3RESCHEDULING

MCT willmake all reasonable efforts to minimize the impact of schedule changes.  It is Greatech’s responsibility to notify MCTif Greatech cannot support present or additional increases from MCT.

Anychanges to the schedule shall be made in writing by MCT to Greatech by amendingthe corresponding purchase orders, or other method agreed to by MCT andGreatech.

3.4In the case of cancellation, MCT is responsible for any (Greatech purchased)undamaged material, at quoted standard cost inventoried by Greatech in supportof MCT’s Purchase Order (s) that is not reusable by Greatech or returnable tothe supplier.  Additionally, MCT isresponsible for any cancellation charges, restocking charges, or anynon-cancelable commitments incurred by Greatech for Greatech purchasedparts.  Such inventory items will beidentified upon the initial execution of this Agreement, and as they becomeotherwise identified during the course of this Agreement.  Upon cancellation and payment of Greatech forunused materials or work in process, Greatech will then deliver to MCT saiditems within five (5) business days.

Inall events, MCT’s maximum liability shall be fixed on the date MCT notifiesGreatech of cancellation.  Liabilityshall pass to MCT as described in 3.7. Within five (5) business days of this notification, Greatech mustprovide to MCT the complete amount of outstanding liability.

MCTreserves the right to visit Greatech’s facility with limited notice, to auditFinished Goods, WIP, and 

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uniqueRaw Material inventories as defined in section 3.7.

3.5If there is an increase in forecasted requirements, Greatech shall make itsbest efforts to service the increase and shall advise MCT of its efforts toservice the increased requirements.  MCTand Greatech shall jointly work with suppliers of the long-lead items to ensurethat an adequate supply of critical components is available at all times.

3.6In the event that Greatech is required to maintain a significant excessinventory as a result of the above (3.5) provision, reductions of the forecast,engineering changes or other MCT actions, the parties agree to jointly developa satisfactory solution financial wise to cover these unforcasted costs.

3.7CONTRACT CANCELLATION CHARGES

For theconvenience of MCT, and if agreed to by Greatech, MCT may cancel the remainingorders under the following conditions:

a.  MCT pays for all finished goods alreadyshipped.

b. MCTpays for all finished goods and work-in-process (Greatech purchased) items onthe current purchase order from MCT to Greatech.

3.8END OF CONTRACT INVENTORY

MCTwill be responsible for all undamaged material purchased by Greatech, at quotedstandard cost, inventoried by Greatech in support of MCT’s Purchase Order thatis not reusable by Greatech or returnable to the supplier.

Additionally,MCT is responsible for any cancellation charges, restocking charges, or anynon-cancelable commitments incurred by Greatech for Greatech purchased materialin support of MCT’s Purchase Order.  Suchitems will be identified upon the initial execution of this Agreement, and asthey become otherwise identified during the course of this Agreement.

4.0QUALITY ASSURANCE

Allassemblies will comply with MCT’s specifications and drawings.  All finished goods units completed must beaccompanied by appropriate inspection and test documentation.

5.0WARRANTY

5.1WARRANTY PERIOD

Underthe condition that Greatech’s product conforms to MCT’s applicablespecifications, Greatech warrants its product, for a period of thirteen (13)months from the date of shipment, to be free from material and workmanshipdefects.

5.2WARRANTY LIMITATION

Thiswarranty is limited to replacement or repair, at Greatech’s option of defectiveproducts and does not apply to Products which have been abused or improperlystored, modified, or repaired.  

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Greatechwill respond to warranty repair claims and, if unable to respond in a timelyfashion, agrees to allow MCT to repair or have repaired the defective Products,at Greatech equivalent time and materials charge-backs to Greatech.

Greatech’swarranty obligations hereunder do not extend to damage caused by improper useof the Product, accident, or operation of the Product outside of the specifiedenvironment conditions, by parties other than Greatech, its subcontractors, oragents.

Theexpress warranties set forth in this Paragraph are the only warranties given byGreatech with respect to any Product furnished hereunder.

5.3WARRANTY CLAIMS

Warrantyclaims by MCT shall state the specific nature of the defect, unit, part number,serial number and date the unit was discovered to be defective and shall beverified within thirty (30) working days of receipt by Greatech.  Products returned to Greatech under warrantyshall be repaired or replaced at Greatech’s option.  Greatech shall pay all transportation costsfor the return of such Products from any of MCT’s customer locations, andreshipment to MCT’s customer.  Prior toreturn of any warranty materials MCT must contact Greatech to receive a Returnof Materials Authorization (RMA) number.

5.4OUT-OF-WARRANTY REPAIRS

Greatechshall perform all required out-of-warranty repairs for assemblies returned byMCT on a time and materials basis. Greatech shall provide MCT with a written quotation for each repairprior to commencement of any such work.

6.0ENGINEERING CHANGES/TEST FALL-OUT

6.1Engineering changes (EC’s) may be initiated by either party, under thefollowing terms:

a.MCT gives advance written notice to Greatech of any EC requested by MCT.  If the EC is identified as critical by MCT,Greatech will respond to the EC within (forty eight) 48 hours of receipt ofsuch notice.  Implementation of therequested EC is contingent upon material availability.  All other EC implementation schedules will beper mutual agreement,

b.Greatech shall provide a written assessment on an ECO summary sheet of theanticipated effects of EC’s on Greatech’s schedule and manufacturing costs(including costs associated with scrap and rework, retooling, fixtures, and anychanges to the recurring product price). Greatech and MCT shall negotiate in good faith on the costs associatedwith processing and implementing those EC’s.

6.2For EC’s proposed by Greatech; Greatech shall give advance written notice toMCT on an ECO summary sheet.  No EC shallbe implemented without prior written consent from an authorized MCT corporaterepresentative.

Greatechshall provide a written assessment of the anticipated effects of any EC onGreatech 

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scheduleand manufacturing costs (including costs associated with scrap andrework).  Greatech and MCT shallnegotiate the costs associated with processing and implementing thoseengineering changes.

6.3MCT will reimburse Greatech for the reasonable cost as a result of any EC ofany parts and/or material or forecast, long lead components and minimum buycomponents that cannot be used by Greatech to produce Products; such costincludes the published contract price of the item.  In the case of parts and materials not yetdelivered by the suppliers, the cancellation charges or other liabilitiesincurred by Greatech in canceling such parts and materials shall be borne byMCT.  Greatech shall use reasonableeffort to minimize MCT’s liability.

6.4TEST FALL-OUT

If despiterepeated attempts at test and repair, the assemblies fail to pass expectations,such assemblies shall be afforded to MCT for engineering evaluation.  Greatech will be fully reimbursed for theentire units, if the assemblies have failed because of a design problem.  Greatech will not be reimbursed if theassemblies have failed because of faulty material or workmanship.

7.0PRICES/TITLE

7.1

a.Initial prices are listed in Exhibit A and shall be specific to the level ofthe assembly.

b.Except as provided in 7.l e. below pricing cannot be changed without writtenapproval by both parties, which shall not be unreasonably withheld.

c.All prices are FOB Greatech’s facility in Penang, Malaysia.  MCT shall be responsible for and pay allshipping and insurance costs for Products.

d.All taxes will be borne by MCT.  If salesto MCT are exempt from any taxes, MCT shall furnish to Greatech a Certificateof Exemption from the application taxing authority.

e.Initial prices shall remain in effect for the first 12 months of theAgreement.  Greatech may increase pricesfor each 12-month renewal term provided it gives MCT at least 120 days’ priorwritten notice of any increase, and no increase is more than 5% per Product.

7.2Title of the Products shall be passed to MCT upon shipment from Greatech,Penang, Malaysia.

8.0PAYMENT TERMS

For thefirst two orders [*INTENTIONALLY OMITTED]

Aftertwo orders [*INTENTIONALLY OMITTED] MCT has no obligation to pay for Productsthat it has rejected as not in compliance with this Agreement.

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*ConfidentialTreatment Requested

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9.0 TERMINATION CLAUSE

9.1Termination of this Agreement shall not affect the survival of any rights orobligations hereunder which by their nature are to survive and be effectivefollowing termination of this Agreement.

10.0INDEMNIFICATION

MCTshall settle or defend, at MCT’s expense, and pay all costs, fines, attorneyfees and damages resulting from all proceedings or claims against Greatech andits Subsidiaries for infringement or alleged infringement by the unitsfurnished under this Agreement, or any part or use thereof of copyrights,patents, or intellectual property rights now or thereafter existing in theUnited States or in any other country where MCT, its Subsidiaries of affiliatesheretofore have furnished or furnish similar Units. MCT shall notify Greatechif it is or becomes aware of any right of or protection afforded to, a thirdparty as set forth above that might affect Greatech’s ability to provide unitsunder this Agreement.  Greatech shallprovide written notice to MCT of any such proceeding or claim of which itbecomes aware.  MCT will, at Greatech’srequest, identify the countries in which MCT, its Subsidiaries or affiliateshereto have furnished similar items.  Theprovision states the entire rights and obligations of MCT and Greatechregarding infringement of copyrights, patents, or intellectual property rightsnow or hereafter existing in the United States or in any other country andshall survive expiration or termination of this Agreement.

11.0The parties have duly executed this Agreement as of the date of the lastsignature below.
|   | Greatech         | MCT                  |
|--------|------------------|----------------------|
|   |             |                 |
|   |             |                 |
|   | By:              | /s/ Tan Eng Kee      |   | By: | /s/ Roger E. Gower |   |
|   | Tan Eng Kee, CEO | Roger Gower, CEO     |
|   |             | Dated: June 26, 2007 |
|        |                  |                      |  |  |  |  |

 

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AttachmentA

186004 –Assy, Test Module Tri-TempPrice: [*INTENTIONALLY OMITTED]

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*Confidential Treatment Requested

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