## **EXHIBIT 10.13**

 

July 31,2008

 

Micro ComponentTechnology, Inc.

2340 West Country Road

St. Paul, Minnesota55113-2528

Attention:  Chief Financial Officer

 

Re:          Extension of Maturity Dates

 

Ladies and Gentlemen:

 

Reference is hereby madeto (i) that certain Secured Non-Convertible Revolving Note, dated as of February 17,2006 issued by the Micro Component Technology, Inc., a Minnesotacorporation (the “**Company**”) toLaurus Master Fund, Ltd., a Cayman Islands company (“**Laurus**”)in the original principal amount of $4,000,000 (as amended, restated, modifiedand/or supplemented from time to time, the “**Revolving Note”**), (ii) that certain SecuredNon-Convertible Term Note, dated February 17, 2006 issued by the Companyto Laurus in the original principal amount of $5,250,000 (as amended, restated,modified and/or supplemented from time to time, the “**February 2006****Term Note**”), which February 2006Term Note was subsequently assigned in full to Valens Offshore SPV I, Ltd., aCayman Islands company (“**Valens Offshore**”)and Valens U.S. SPV I, LLC (“**Valens U.S.**”together with Laurus and Valens Offshore, collectively, the “**Note Holders**”), (iii) that certain 10% SeniorSubordinated Convertible Note, dated February 17, 2004 issued by theCompany to Amaranth Trading, L.L.C. in the original principal amount of$1,229,919 and subsequently assigned to Laurus pursuant to that certain NoteSale Agreement dated as of December 20, 2006 by and between AmaranthTrading L.L.C. and Laurus, and subsequently further assigned in full to Valens Offshore(as amended, restated, modified and/or supplemented from time to time, the “**10%****Note**”),  (iv)  that certain Secured Term Note,dated March 29, 2007 issued by the Company to Laurus and subsequentlyassigned in full to Valens Offshore in the original principal amount of$1,000,000  (as amended, restated,modified and/or supplemented from time to time, the “**March 2007Term Note**” and together with the Revolving Note, February 2006Term Note and the 10% Note, the “**Notes**”), (vi) theCommon Stock Purchase Warrant dated as December 6, 2007 and granted by theCompany to the Warrant Holders (as defined below) to purchase up to 3,500,000shares of the Company’s common stock, par value $0.01 per share (the “ **December 2007****Warrant”**),(vii) the Common Stock Purchase Warrant dated March 29, 2007 andgranted by the Company to Laurus to purchase up to 5,000,000 shares of theCompany’s Common Stock (the “**March 2007Warrant**”), (viii) the Warrant dated as of February 17,2006 and granted by the Company to Laurus to purchase up to 2,500,000 shares ofthe Company’s Common Stock (the “**February 2006Warrant**”), (ix) the Common Stock Purchase Warrant dated January 28,2005 and granted by the Company to Laurus to purchase up to 150,000 shares ofthe Company’s Common Stock (the “**January 2005Warrant**”), (x) the Option dated April 29, 2005 and grantedby the Company to Laurus to purchase up to 2,556,651 shares of the Company’sCommon Stock (the “**April 2005 Option**”)and (xi) the Common Stock Purchase Warrant dated March 9, 2004 hereofgranted by the Company to Laurus to purchase up to 400,000 shares of theCompany’s Common Stock (the “**March 2004Warrant**”, and together with the December 2007 Warrant, March 2007Warrant, February 2006 Warrant, January 2005 Warrant, and the April 2005Option, the “**Warrants**”; portionsof the March 2007 Warrant, the February 2006 Warrant, the January 2005Warrant, the April 2005 Option and the March 2004 Warrant have beensubsequently assigned to Valens Offshore, Valens U.S. and PSource StructuredDebt Limited, a Guernsey company, collectively, the “**WarrantHolders**”; the Warrant Holders together with the Note Holders,collectively, the “**Holders**”),(xii) that certain Securities Purchase Agreement dated as of the date hereof byand 

 

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among the Company, LVAdministrative Services, Inc. and the purchasers party thereto from timeto time (the “**Purchase Agreement**”), and (xiii)those certain notes issued in connection with the Securities Purchase Agreement(the “**July Notes**”).

 

The undersigned herebyagree that in the event of an extension of the Maturity Date (as defined in theJuly Notes) of the July Notes pursuant to Section 3.13 thereof,simultaneous therewith, (a) the respective maturity dates of the Notes willbe modified to be co-terminus with the Maturity Date of the July Notes,and (b) the convertibility feature of the 10% Note shall be waived, null,void and of no further effect.

 

Further, the undersignedhereby waives the application of any anti-dilution provisions of any Warrantsor Notes which might otherwise be triggered by the issuance of the July Notes,the Warrants, or the Warrant Shares issuable upon exercise of the Warrants asdefined in the Purchase Agreement.  Allother terms and provisions of the Notes and Warrants remain in full force andeffect.

 

This letter may not beamended or waived except by an instrument in writing signed by the Company andthe Holders.  This letter may be executedin any number of counterparts, each of which shall be an original and all ofwhich, when taken together, shall constitute one agreement.  Delivery of an executed signature page ofthis letter by facsimile transmission shall be effective as delivery of amanually executed counterpart hereof or thereof, as the case may be.  This letter shall be governed by, andconstrued in accordance with, the laws of the State of New York.  This letter sets forth the entire agreementbetween the parties hereto as to the matters set forth herein and supersede andreplace all prior communications, written or oral, with respect to the mattersherein.  The Company hereby agrees tofile an 8-K with the Securities and Exchange Commission disclosing thetransactions set forth in this letter with the period prescribed by theSecurities and Exchange Commission.

 

If the foregoing meetswith your approval, please signify your acceptance of the terms hereof bysigning below.

 

[SIGNATURE PAGEFOLLOWS]

 

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|                                     | **LAURUS  MASTER FUND, LTD.**            |
|------------------------------------------|------------------------------------------|
|                                     | By: Laurus Capital  Management, LLC, its |
|                                     | investment manager                       |
|                                     |                                     |
|                                     | By:                                      |   |
|                                     | Name:                                    |
|                                     | Title:                                   |
|                                     |                                     |
|                                     |                                     |
|                                     | **VALENS  OFFSHORE SPV I, LTD.**         |
|                                     | By: Valens Capital  Management, LLC, its |
|                                     | investment manager                       |
|                                     |                                     |
|                                     | By:                                      |   |
|                                     | Name:                                    |
|                                     | Title:                                   |
|                                     |                                     |
|                                     |                                     |
|                                     | **VALENS  U.S. SPV I, LLC**              |
|                                     | By: Valens Capital Management,  LLC, its |
|                                     | investment manager                       |
|                                     |                                     |
|                                     | By:                                      |   |
|                                     | Name:                                    |
|                                     | Title:                                   |
|                                     |                                     |
|                                     |                                     |
|                                     | **PSOURCE  STRUCTURED DEBT LIMITED**     |
|                                     |                                     |
|                                     | By:                                      |   |
|                                     | Name:                                    |
|                                     | Title:                                   |
|                                     |                                     |
|                                     |                                     |
| Agreed and accepted on  the date hereof: |                                     |
|                                     |                                     |
| **MICRO COMPONENT TECHNOLOGY,  INC.**    |                                     |
| ** **                               |                                     |
| ** **                               |                                     |
| By:                                      |                                     |   |
| Name:                                    | Roger E. Gower                           |   |
| Title:                                   | Chief Executive Officer                  |   |
|                                          |                                          |  |  |  |

 

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