## **EXHIBIT 10.14**

##  

**SUBSIDIARY GUARANTY**

** **
| New York, New York |   | July 31, 2008 |
|--------------------|--------|--------------------|

 

FOR VALUE RECEIVED, andin consideration of note purchases from, loans made or to be made or creditotherwise extended or to be extended by the Purchasers (as defined below) to orfor the account of MICRO COMPONENT TECHNOLOGY, INC., a Minnesota corporation(the “Company”), from time to time and at any time and for other goodand valuable consideration and to induce the Purchasers, in their discretion,to purchase such notes, make such loans or other extensions of credit and tomake or grant such renewals, extensions, releases of collateral orrelinquishments of legal rights as the Creditor Parties (as defined below) maydeem advisable, each of the undersigned (and each of them if more than one, theliability under this Guaranty being joint and several) (jointly and severallyreferred to as “Guarantors” or “the undersigned”) unconditionallyguaranties to the Creditor Parties, their successors, endorsees and assigns theprompt payment when due (whether by acceleration or otherwise) of all presentand future obligations and liabilities of any and all kinds of the Company tothe Creditor Parties and of all instruments of any nature evidencing orrelating to any such obligations and liabilities upon which the Company or oneor more parties and the Company is or may become liable to the CreditorParties, whether incurred by the Company as maker, endorser, drawer, acceptor,guarantors, accommodation party or otherwise, and whether due or to become due,secured or unsecured, absolute or contingent, joint or several, and however orwhenever acquired by the Creditor Parties, whether arising under, out of, or inconnection with (i) that certain Securities Purchase Agreement dated as ofthe date hereof (as amended, restated, modified and/or supplemented from timeto time, the “Securities Purchase Agreement”) by and between theCompany, the purchasers named therein or which thereafter become a partythereto (each a “Purchaser” and collectively, the “Purchasers”)and LV Administrative Services, Inc., as administrative and collateralagent for the Purchasers (in such capacity, the “Agent”) (the Purchasersand the Agent, each a “Creditor Party” and collectively, the “CreditorParties”) and (ii) each Related Agreement referred to in theSecurities Purchase Agreement (the Securities Purchase Agreement and eachRelated Agreement, as each may be amended, modified, restated or supplementedfrom time to time, are collectively referred to herein as the “Documents”),or any documents, instruments or agreements relating to or executed inconnection with the Documents or any documents, instruments or agreementsreferred to therein or otherwise, or any other indebtedness, obligations orliabilities of the Company to the Creditor Parties, whether now existing orhereafter arising, direct or indirect, liquidated or unliquidated, absolute orcontingent, due or not due and whether under, pursuant to or evidenced by anote, agreement, guaranty, instrument or otherwise (all of which are hereincollectively referred to as the “Obligations”), and irrespective of thegenuineness, validity, regularity or enforceability of such Obligations, or ofany instrument evidencing any of the Obligations or of any collateral thereforor of the existence or extent of such collateral, and irrespective of theallowability, allowance or disallowance of any or all of the Obligations in anycase commenced by or against the Company under Title 11, United States Code,including, without limitation, obligations or indebtedness of the Company forpost-petition interest, fees, costs and charges that would have accrued or beenadded to the Obligations but for the commencement of such case.  Terms not otherwise defined herein shall 

 

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havethe meaning assigned such terms in the Securities Purchase Agreement.  In furtherance of the foregoing, theundersigned hereby agrees as follows:

 

# No Impairment. The Creditor Parties may at any time and from time to time, eitherbefore or after the maturity thereof, without notice to or further consent ofthe undersigned, extend the time of payment of, exchange or surrender anycollateral for, renew or extend any of the Obligations or increase or decreasethe interest rate thereon, or any other agreement with the Company or with anyother party to or person liable on any of the Obligations, or interestedtherein, for the extension, renewal, payment, compromise, discharge or releasethereof, in whole or in part, or for any modification of the terms thereof orof any agreement between any Creditor Party and the Company or any such otherparty or person, or make any election of rights the Creditor Parties may deemdesirable under the United States Bankruptcy Code, as amended, or any otherfederal or state bankruptcy, reorganization, moratorium or insolvency lawrelating to or affecting the enforcement of creditors’ rights generally (any ofthe foregoing, an “Insolvency Law”) without in any way impairing oraffecting this Guaranty.  This Guarantyshall be effective regardless of the subsequent incorporation, merger orconsolidation of the Company, or any change in the composition, nature,personnel or location of the Company and shall extend to any successor entityto the Company, including a debtor in possession or the like under anyInsolvency Law.

#  

# Guaranty Absolute. Subject to Section 5(c) hereof, each of the undersignedjointly and severally guarantees that the Obligations will be paid strictly inaccordance with the terms of the Documents and/or any other document,instrument or agreement creating or evidencing the Obligations, regardless ofany law, regulation or order now or hereafter in effect in any jurisdictionaffecting any of such terms or the rights of the Company with respectthereto.  Guarantors hereby knowinglyaccept the full range of risk encompassed within a contract of “continuingguaranty” which risk includes the possibility that the Company will contractadditional indebtedness, obligations and liabilities for which Guarantors maybe liable hereunder after the Company’s financial condition or ability to payits lawful debts when they fall due has deteriorated, whether or not theCompany has properly authorized incurring such additional indebtedness,obligations and liabilities.  Theundersigned acknowledge that (i) no oral representations, including anyrepresentations to extend credit or provide other financial accommodations tothe Company, have been made by any Creditor Party to induce the undersigned toenter into this Guaranty and (ii) any extension of credit to the Companyshall be governed solely by the provisions of the Documents.  The liability of each of the undersignedunder this Guaranty shall be absolute and unconditional, in accordance with itsterms, and shall remain in full force and effect without regard to, and shallnot be released, suspended, discharged, terminated or otherwise affected by,any circumstance or occurrence whatsoever, including, without limitation: (a) anywaiver, indulgence, renewal, extension, amendment or modification of oraddition, consent or supplement to or deletion from or any other action orinaction under or in respect of the Documents or any other instruments oragreements relating to the Obligations or any assignment or transfer of anythereof, (b) any lack of validity or enforceability of any Document orother documents, instruments or agreements relating to the Obligations or anyassignment or transfer of any thereof, (c) any furnishing of anyadditional security to the Creditor Parties or their assignees or anyacceptance thereof or any release of any security by the Creditor Parties ortheir assignees, (d) any limitation on any party’s liability or obligationunder the Documents or any other documents, instruments or agreements relatingto the Obligations or any assignment or transfer of any thereof or anyinvalidity or unenforceability, 

 

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#  

# in whole or in part, ofany such document, instrument or agreement or any term thereof, (e) anybankruptcy, insolvency, reorganization, composition, adjustment, dissolution,liquidation or other like proceeding relating to the Company, or any actiontaken with respect to this Guaranty by any trustee or receiver, or by anycourt, in any such proceeding, whether or not the undersigned shall have noticeor knowledge of any of the foregoing, (f) any exchange, release ornonperfection of any collateral, or any release, or amendment or waiver of orconsent to departure from any guaranty or security, for all or any of theObligations or (g) any other circumstance which might otherwise constitutea defense available to, or a discharge of, the undersigned.  Any amounts due from the undersigned to theCreditor Parties shall bear interest until such amounts are paid in full at thehighest rate then applicable to the Obligations.  Obligations include post-petition interestwhether or not allowed or allowable.

#  

# Waivers.

#  

## This Guaranty is aguaranty of payment and not of collection. The Creditor Parties shall be under no obligation to institute suit,exercise rights or remedies or take any other action against the Company or anyother person or entity liable with respect to any of the Obligations or resortto any collateral security held by it to secure any of the Obligations as acondition precedent to the undersigned being obligated to perform as agreedherein and each of the Guarantors hereby waives any and all rights which it mayhave by statute or otherwise which would require the Creditor Parties to do anyof the foregoing.  Each of the Guarantorsfurther consents and agrees that the Creditor Parties shall be under noobligation to marshal any assets in favor of Guarantors, or against or inpayment of any or all of the Obligations. The undersigned hereby waives all suretyship defenses and any rights tointerpose any defense, counterclaim or offset of any nature and descriptionwhich the undersigned may have or which may exist between and among anyCreditor Party, the Company and/or the undersigned with respect to theundersigned’s obligations under this Guaranty, or which the Company may asserton the underlying debt, including but not limited to failure of consideration,breach of warranty, fraud, payment (other than cash payment in full of the Obligations),statute of frauds, bankruptcy, infancy, statute of limitations, accord andsatisfaction, and usury.

##  

## Each of the undersignedfurther waives (i) notice of the acceptance of this Guaranty, of themaking of any such loans or extensions of credit, and of all notices anddemands of any kind to which the undersigned may be entitled, including,without limitation, notice of adverse change in the Company’s financialcondition or of any other fact which might materially increase the risk of theundersigned and (ii) presentment to or demand of payment from anyonewhomsoever liable upon any of the Obligations, protest, notices of presentment,non-payment or protest and notice of any sale of collateral security or anydefault of any sort.

##  

## Notwithstanding any paymentor payments made by the undersigned hereunder, or any setoff or application offunds of the undersigned by any Creditor Party, the undersigned shall not beentitled to be subrogated to any of the rights of such Creditor Party againstthe Company or against any collateral or guarantee or right of offset held bysuch Creditor Party for the payment of the Obligations, nor shall theundersigned seek or be entitled to seek any contribution or reimbursement fromthe Company in respect of payments made by the undersigned hereunder, until allamounts owing to the Creditor Parties by the Company on account of theObligations are indefeasibly paid in full and the Purchasers’ obligation toextend credit pursuant to the Documents has been irrevocably terminated.  If, notwithstanding the foregoing, any amountshall be paid to the undersigned on account of such subrogation rights at anytime when all of the 

 

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##  

## Obligations shall nothave been paid in full and the Purchasers’ obligation to extend credit pursuantto the Documents shall not have been terminated, such amount shall be held bythe undersigned in trust for the Creditor Parties, segregated from other fundsof the undersigned, and shall forthwith upon, and in any event within two (2) businessdays of, receipt by the undersigned, be turned over to the Agent in the exactform received by the undersigned (duly endorsed by the undersigned to theAgent, if required), to be applied against the Obligations, whether matured orunmatured, in such order as the Agent may determine, subject to the provisionsof the Documents.  Any and all presentand future debts, obligations and liabilities of the Company to any of theundersigned are hereby waived and postponed in favor of, and subordinated tothe full payment and performance of, all present and future debts andObligations of the Company to the Creditor Parties.

##  

# Security. All sums at any time to the credit of the undersigned and any propertyof the undersigned in any Creditor Party’s possession or in the possession ofany bank, financial institution or other entity that directly or indirectly,through one or more intermediaries, controls or is controlled by, or is undercommon control with, such Creditor Party (each such entity, an “Affiliate”)shall be deemed held by such Creditor Party or such Affiliate, as the case maybe, as security for any and all of the undersigned’s obligations andliabilities to the Creditor Parties and to any Affiliate of the CreditorParties, no matter how or when arising and whether under this or any otherinstrument, agreement or otherwise.

#  

# Representations andWarranties.  Each of the undersigned hereby jointly andseverally represents and warrants (all of which representations and warrantiesshall survive until all Obligations are indefeasibly satisfied in full and theDocuments have been irrevocably terminated), that:

#  

## Corporate Status. It is a corporation, partnership or limited liability company, as thecase may be, duly formed, validly existing and in good standing under the lawsof its jurisdiction of formation indicated on the signature page hereofand has full power, authority and legal right to own its property and assetsand to transact the business in which it is engaged.

##  

## Authority and Execution. It has full power, authority and legal right to execute and deliver, andto perform its obligations under, this Guaranty and has taken all necessarycorporate, partnership or limited liability company, as the case may be, actionto authorize the execution, delivery and performance of this Guaranty.

##  

## Legal, Valid and BindingCharacter.  This Guaranty constitutes its legal, validand binding obligation enforceable in accordance with its terms, except asenforceability may be limited by applicable bankruptcy, insolvency,reorganization, moratorium or other laws of general application affecting theenforcement of creditor’s rights and general principles of equity that restrictthe availability of equitable or legal remedies.

##  

## Violations. The execution, delivery and performance of this Guaranty will notviolate any requirement of law applicable to it or any contract, agreement orinstrument to which it is a party or by which it or any of its property isbound or result in the creation or imposition of any mortgage, lien or otherencumbrance other than in favor of the Agent, for the ratable benefit of theCreditor Parties, on any of its property or assets pursuant to the provisionsof any of the foregoing, which, in any of the foregoing cases, could reasonablybe expected to have, either individually or in the aggregate, a MaterialAdverse Effect.

##  

## Consents or Approvals. No consent of any other person or entity (including, without limitation,any creditor of the undersigned) and no consent, license, permit, approval orauthorization of, exemption by, notice or report to, or registration, filing ordeclaration with, any governmental 

 

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## authority is required inconnection with the execution, delivery, performance, validity orenforceability of this Guaranty by it, except to the extent that the failure toobtain any of the foregoing could not reasonably be expected to have, eitherindividually or in the aggregate, a Material Adverse Effect.

##  

## Litigation.  No litigation, arbitration, investigation oradministrative proceeding of or before any court, arbitrator or governmentalauthority, bureau or agency is currently pending or, to the best of itsknowledge, threatened (i) with respect to this Guaranty or any of thetransactions contemplated by this Guaranty or (ii) against or affectingit, or any of its property or assets, which, in each of the foregoing cases, ifadversely determined, could reasonably be expected to have a Material AdverseEffect.

##  

## Financial Benefit. It has derived or expects to derive a financial or other advantage fromeach and every loan, advance or extension of credit made under the Documents orother Obligation incurred by the Company to the Creditor Parties.

##  

## Solvency. As of the date of this Guaranty, it is meeting its current liabilitiesas they mature.

##  

# Acceleration.

#  

## If any breach of anycovenant or condition or other event of default shall occur and be continuingunder any agreement made by the Company or any of the undersigned to anyCreditor Party, or either the Company or any of the undersigned should at anytime become insolvent, or make a general assignment, or if a proceeding in orunder any Insolvency Law shall be filed or commenced by, or in respect of, anyof the undersigned, or if a notice of any lien, levy, or assessment is filed ofrecord with respect to any assets of any of the undersigned by the UnitedStates of America or any department, agency, or instrumentality thereof, or ifany taxes or debts owing at any time or times hereafter to any one of thembecomes a lien or encumbrance upon any assets of the undersigned in anyCreditor Party’s possession, or otherwise, any and all Obligations shall forpurposes hereof, at the Creditor Parties’ option, be deemed due and payablewithout notice notwithstanding that any such Obligation is not then due andpayable by the Company.

##  

## Each of the undersignedwill promptly notify the Agent of any default by such undersigned in itsrespective performance or observance of any term or condition of any agreementto which the undersigned is a party if the effect of such default is to cause,or permit the holder of any obligation under such agreement to cause, suchobligation to become due prior to its stated maturity and, if such an event occurs,the Creditor Parties shall have the right to accelerate such undersigned’sobligations hereunder.

##  

# Payments from Guarantors. The Creditor Parties, in their sole and absolute discretion, with orwithout notice to the undersigned, may apply on account of the Obligations anypayment from the undersigned or any other guarantors, or amounts realized fromany security for the Obligations, or may deposit any and all such amountsrealized in a non-interest bearing cash collateral deposit account to be maintainedas security for the Obligations.

#  

# Costs. The undersigned shall pay on demand, all costs, fees and expenses(including expenses for legal services of every kind) relating or incidental tothe enforcement or protection of the rights of the Creditor Parties hereunderor under any of the Obligations.

#  

# No Termination. This is a continuing irrevocable guaranty and shall remain in full forceand effect and be binding upon the undersigned, and each of the undersigned’ssuccessors and assigns, until all of the Obligations have been indefeasiblypaid in full and the Purchasers’ obligation to extend credit pursuant to theDocuments has been irrevocably terminated. If any of 

 

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#  

# the present or futureObligations are guarantied by persons, partnerships, corporations or otherentities in addition to the undersigned, the death, release or discharge inwhole or in part or the bankruptcy, merger, consolidation, incorporation,liquidation or dissolution of one or more of them shall not discharge or affectthe liabilities of any undersigned under this Guaranty.

#  

# Recapture. Anything in this Guaranty to the contrary notwithstanding, if anyCreditor Party receives any payment or payments on account of the liabilitiesguaranteed hereby, which payment or payments or any part thereof aresubsequently invalidated, declared to be fraudulent or preferential, set asideand/or required to be repaid to a trustee, receiver, or any other party underany Insolvency Law, common law or equitable doctrine, then to the extent of anysum not finally retained by the Creditor Parties, the undersigned’s obligationsto the Creditor Parties shall be reinstated and this Guaranty shall remain infull force and effect (or be reinstated) until payment shall have been made tothe Creditor Parties, which payment shall be due on demand.

#  

# Books and Records. The books and records of the Agent showing the account between theCreditor Parties and the Company shall be admissible in evidence in any actionor proceeding, shall be binding upon the undersigned for the purpose ofestablishing the items therein set forth and shall constitute prima facie proofthereof.

#  

# No Waiver. No failure on the part of any Creditor Party to exercise, and no delayin exercising, any right, remedy or power hereunder shall operate as a waiverthereof, nor shall any single or partial exercise by any Creditor Party of anyright, remedy or power hereunder preclude any other or future exercise of anyother legal right, remedy or power.  Eachand every right, remedy and power hereby granted to the Creditor Parties orallowed it by law or other agreement shall be cumulative and not exclusive ofany other, and may be exercised by the Creditor Parties at any time and fromtime to time.

#  

# WAIVER OF JURY TRIAL. EACH OF THE UNDERSIGNED DESIRES THAT ITS DISPUTES BE RESOLVED BY A JUDGEAPPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIALSYSTEM AND OF ARBITRATION, EACH OF THE UNDERSIGNED HERETO WAIVES ALL RIGHTS TOTRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANYDISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN ANY CREDITORPARTY, AND/OR ANY OF THE UNDERSIGNED ARISING OUT OF, CONNECTED WITH, RELATED ORINCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THISGUARANTY, ANY DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.

#  

# GOVERNING LAW;JURISDICTION.  THIS GUARANTY CANNOT BE CHANGED OR TERMINATEDORALLY, AND SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITHTHE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED INSUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.  EACH OF THE UNDERSIGNED HEREBY CONSENTS ANDAGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK,STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANYCLAIMS OR DISPUTES BETWEEN ANY OF THE UNDERSIGNED, ON THE ONE HAND, AND ANYCREDITOR PARTY, ON THE OTHER HAND, PERTAINING TO THIS GUARANTY OR ANY OF THEDOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS 

 

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#  

# GUARANTY OR ANY OF THEDOCUMENTS; PROVIDED, THAT EACH OF THE UNDERSIGNED ACKNOWLEDGES THAT ANYAPPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDEOF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHERPROVIDED,THAT NOTHING IN THIS GUARANTY SHALL BE DEEMED OR OPERATE TO PRECLUDE THECREDITOR PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHERJURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANYOTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURTORDER IN FAVOR OF ANY CREDITOR PARTY. EACH OF THE UNDERSIGNED EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TOSUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACHUNDERSIGNED HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACKOF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.  EACH OF THE UNDERSIGNED HEREBY WAIVESPERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCHACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHERPROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCHUNDERSIGNED IN ACCORDANCE WITH SECTION 18 AND THAT SERVICE SO MADE SHALLBE DEEMED COMPLETED UPON THE EARLIER OF SUCH UNDERSIGNED’S ACTUAL RECEIPTTHEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGEPREPAID.

#  

# Understanding WithRespect to Waivers and Consents.  EachGuarantor warrants and agrees that each of the waivers and consents set forthin this Guaranty is made voluntarily and unconditionally after consultationwith outside legal counsel and with full knowledge of its significance andconsequences, with the understanding that events giving rise to any defense orright waived may diminish, destroy or otherwise adversely affect rights whichsuch Guarantor otherwise may have against the Company, any Creditor Party orany other person or entity or against any collateral.  If, notwithstanding the intent of the partiesthat the terms of this Guaranty shall control in any and all circumstances, anysuch waivers or consents are determined to be unenforceable under applicablelaw, such waivers and consents shall be effective to the maximum extentpermitted by law.

#  

# Severability. To the extent permitted by applicable law, any provision of thisGuaranty which is prohibited or unenforceable in any jurisdiction shall, as tosuch jurisdiction, be ineffective to the extent of such prohibition orunenforceability without invalidating the remaining provisions hereof, and anysuch prohibition or unenforceability in any jurisdiction shall not invalidateor render unenforceable such provision in any other jurisdiction.

#  

# Amendments, Waivers. No amendment or waiver of any provision of this Guaranty nor consent toany departure by the undersigned therefrom shall in any event be effectiveunless the same shall be in writing executed by each of the undersigned directlyaffected by such amendment and/or waiver and the Agent.

#  

# Notice. All notices, requests and demands to or upon the undersigned, shall bein writing and shall be deemed to have been duly given or made (a) whendelivered, if by hand, (b) three (3) days after being sent, postageprepaid, if by registered or certified mail, (c) when confirmedelectronically, if by facsimile, or (d) when delivered, if by a recognizedovernight delivery 

 

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#  

# service in each event, tothe numbers and/or address set forth beneath the signature of the undersigned.

#  

# Successors. Each Creditor Party may, from time to time, without notice to theundersigned, sell, assign, transfer or otherwise dispose of all or any part ofthe Obligations and/or rights under this Guaranty.  Without limiting the generality of theforegoing, each Creditor Party may assign, or grant participations to, one ormore banks, financial institutions or other entities all or any part of any ofthe Obligations.  In each such event, theCreditor Parties, their Affiliates and each and every immediate and successivepurchaser, assignee, transferee or holder of all or any part of the Obligationsshall have the right to enforce this Guaranty, by legal action or otherwise,for its own benefit as fully as if such purchaser, assignee, transferee orholder were herein by name specifically given such right.  The Creditor Parties shall have an unimpairedright to enforce this Guaranty for its benefit with respect to that portion ofthe Obligations which the Creditor Parties have not disposed of, sold,assigned, or otherwise transferred.

#  

# Joinder. It is understood and agreed that any person or entity that desires tobecome a Guarantor hereunder, or is required to execute a counterpart of thisGuaranty after the date hereof pursuant to the requirements of any Document,shall become a Guarantor hereunder by (x) executing a joinder agreement inform and substance satisfactory to the Agent, (y) delivering supplementsto such exhibits and annexes to such Documents as the Agent shall reasonablyrequest and/or as may be required by such joinder agreement and (z) takingall actions as specified in this Guaranty as would have been taken by such suchGuarantor had it been an original party to this Guaranty, in each case with alldocuments required above to be delivered to the Agent and with all documentsand actions required above to be taken to the reasonable satisfaction of theAgent.

#  

# Release. Nothing except indefeasible payment in full of the Obligations shallrelease any of the undersigned from liability under this Guaranty.

#  

# Remedies Not Exclusive. The remedies conferred upon the Creditor Parties in this Guaranty areintended to be in addition to, and not in limitation of any other remedy orremedies available to the Creditor Parties.

#  

# Limitation of Obligationsunder this Guaranty.  Each Guarantor and each Creditor Party (byits acceptance of the benefits of this Guaranty) hereby confirms that it is itsintention that this Guaranty not constitute a fraudulent transfer or conveyancefor purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act ofany similar Federal or state law.  Toeffectuate the foregoing intention, each Guarantor and each Creditor Party (byits acceptance of the benefits of this Guaranty) hereby irrevocably agrees thatthe Obligations guaranteed by such Guarantor shall be limited to such amount aswill, after giving effect to such maximum amount and all other (contingent orotherwise) liabilities of such Guarantor that are relevant under such laws andafter giving effect to any rights to contribution pursuant to any agreementproviding for an equitable contribution among such Guarantor and the otherGuarantors (including this Guaranty), result in the Obligations of suchGuarantor under this Guaranty in respect of such maximum amount notconstituting a fraudulent transfer or conveyance.

#  

**[REMAINDER OF THIS PAGE ISBLANK.SIGNATURE PAGE IMMEDIATELY FOLLOWS]**

 

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IN WITNESS WHEREOF, thisGuaranty has been executed by the undersigned as of the date and year hereabove written.

 

 
|   | MCT INTERNATIONAL, INC.     |
|--------|-----------------------------|
|   |                        |   |
|   |                        |   |
|   | By:                         |   |
|   |                        | Name: | Roger E. Gower |
|   |                        | Title: | Director |
|   |                        |   |
|   | Address:                    | c/o Micro Component  Technologies, Inc. |
|   |                        | 2340 West County Road C |
|   |                        | St. Paul, Minnesota  55113-2528 |
|   |                        |   |
|   |                        |   |
|   |                        | Facsimile: (651) 697-4200 |
|   |                        | State of Formation:  Minnesota |
|   |                        |   |
|   |                        |   |
|   | MCT ASIA PTE. LTD.          |
|   |                        |   |
|   |                        |   |
|   | By:                         |   |
|   |                        | Name: | Roger E. Gower |
|   |                        | Title: | Director |
|   |                        |   |
|   | Address:                    | c/o Micro Component  Technologies, Inc. |
|   |                        | 2340 West County Road C |
|   |                        | St. Paul, Minnesota  55113-2528 |
|   |                        |   |
|   |                        |   |
|   |                        | Facsimile: (651) 697-4200 |
|   |                        | State of Formation:  Singapore |
|   |                        |   |
|   |                        |   |
|   | MCT ASIA (PENANG) SDN. BHD. |
|   |                        |   |
|   |                        |   |
|   | By:                         |   |
|   |                        | Name: | Roger E. Gower |
|   |                        | Title: | Director |
|   |                        |   |   |
|   | Address:                    | c/o Micro Component  Technologies, Inc. |
|   |                        | 2340 West County Road C |
|   |                        | St. Paul, Minnesota  55113-2528 |
|        |                             |  |  |  |

 

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|   |                     | Facsimile: (651) 697-4200                    |
|--------|--------------------------|----------------------------------------------|
|   |                     | State of Formation: Malaysia                 |
|   |                     |                                         |
|   |                     |                                         |
|   | MCT PHILIPPINES.         |
|   |                     |
|   |                     |
|   | By:                      |                                         |
|   |                     | Name:                                        | Roger E. Gower |
|   |                     | Title:                                       | Director |
|   |                     |                                         |   |
|   | Address:                 | c/o Micro Component  Technologies, Inc. |
|   |                     | 2340 West County Road C                      |
|   |                     | St. Paul, Minnesota  55113-2528              |
|   |                     |                                         |
|   |                     |                                         |
|   |                     | Facsimile: (651) 697-4200                    |
|   |                     | State of Formation: Philippines              |
|   |                     |                                         |
|   |                     |                                         |
|   | BEIJING MCT CO. LTD.     |
|   |                     |
|   |                     |
|   | By:                      |                                         |
|   |                     | Name:                                        | Roger E. Gower |
|   |                     | Title:                                       | Director |
|   |                     |                                         |   |
|   | Address:                 | c/o Micro Component  Technologies, Inc. |
|   |                     | 2340 West County Road C                      |
|   |                     | St. Paul, Minnesota  55113-2528              |
|   |                     |                                         |
|   |                     |                                         |
|   |                     | Facsimile: (651) 697-4200                    |
|   |                     | State of Formation: Beijing,  China          |
|   |                     |                                         |
|   |                     |                                         |
|   | MCT (HONG KONG) LIMITED. |
|   |                     |
|   |                     |
|   | By:                      |                                         |
|   |                     | Name:                                        | Roger E. Gower |
|   |                     | Title:                                       | Director |
|   |                     |                                         |   |
|   | Address:                 | c/o Micro Component  Technologies, Inc. |
|   |                     | 2340 West County Road C                      |
|   |                     | St. Paul, Minnesota  55113-2528              |
|        |                          |                                              |  |  |

 

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|   |                       | Facsimile: (651) 697-4200                    |
|--------|----------------------------|----------------------------------------------|
|   |                       | State of Formation: Hong  Kong, China        |
|   |                       |                                         |
|   |                       |                                         |
|   | ASECO (MALAYSIA) SDN. BHD. |
|   |                       |
|   |                       |
|   | By:                        |                                         |
|   |                       | Name:                                        | Roger E. Gower |
|   |                       | Title:                                       | Director |
|   |                       |                                         |   |
|   | Address:                   | c/o Micro Component  Technologies, Inc. |
|   |                       | 2340 West County Road C                      |
|   |                       | St. Paul, Minnesota  55113-2528              |
|   |                       |                                         |
|   |                       |                                         |
|   |                       | Facsimile: (651) 697-4200                    |
|   |                       | State of Formation: Malaysia                 |
|        |                            |                                              |  |  |

 

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