## **EXHIBIT 10.17**

 

## 

##  

July 31, 2008

 

Micro Component Technology, Inc.

2340 West County RoadSt. Paul, Minnesota  55113-2528

Attention:Chief Financial Officer

 

Re:      FourthAmended and Restated Overadvance Letter

 

Ladiesand Gentleman:

 

Reference is hereby made to (i) thatcertain Security and Purchase Agreement dated as of February 17, 2006 byand between Micro Component Technology, Inc., a Minnesota corporation (the“Parent”), such other subsidiaries of the Parent which hereafter become a partyto such Security and Purchase Agreement (the Parent and such subsidiaries ofthe Parent, collectively, the “Companies” and each, a “Company”) and LaurusMaster Fund, Ltd. (“Laurus”) (as amended, restated, modified and/orsupplemented from time to time, the “Security Agreement”), (ii) thatcertain Amended and Restated Overadvance Letter to Company from Laurus dated March 12,2008 (the “A&R Overadvance Letter”) which amended and restated that certainOveradvance Letter to Company from Laurus dated March 29, 2007, (iii) thatcertain Amended and Restated Overadvance Letter to Company from Laurus dated July 08,2008 (the “Second A&R Overadvance Letter”) which amended and restated theA&R Overadvance Letter, and (iv) that certain Third Amended andRestated Overadvance Letter to Company from Laurus dated July 18, 2008(the “Third A&R Overadvance Letter”), which amended and restated the SecondA&R Overadvance Letter. This letter hereby amends and restates in itsentirety (and is given in substitution for and not satisfaction of) the ThirdA&R Overadvance Letter.  Capitalizedterms used but not defined herein shall have the meanings ascribed them in theSecurity Agreement.

 

Laurusis hereby notifying you of its decision to exercise the discretion granted toit pursuant to Section 2(a)(iii) of the Security Agreement to makeLoans to the Company in excess of the Formula Amount from time to time duringthe Period (as defined below) in an aggregate principal amount not to exceed atany time (a) during the portion of the Period beginning on March 29,2007 and ending on April 30, 2008, $800,0000, (b) during the portionof the Period beginning May 1, 2008 and ending on May 31, 2008,$700,000, (c) during the portion of the Period beginning on June 1,2008 and ending on June 30, 2008, $600,000, (d) during the portion ofthe Period beginning on July 1, 2008 and ending on July 17, 2008,$700,000, (e) during the portion of the Period beginning on July 18,2008 and ending on November 30, 2008, $1,000,000 (collectively, the “Overadvance”).

 

Inconnection with making the Overadvance, for a period beginning on March 29,2007 and ending on November 30, 2008 (the “Period”), Laurus hereby waivescompliance with Section 3 of the Security Agreement, but solely as suchprovision relates to the immediate repayment requirement for permittedOveradvances hereunder.  Laurus furtheragrees that solely for such Period (but not thereafter), (i) permittedOveradvances shall not trigger an Event of Default under Section 19(a) ofthe Security Agreement, and (ii) the Overadvance rate set forth in Section 5(b)(ii) ofthe Security Agreement (the “Overadvance Rate”) shall not apply to allpermitted Overadvances hereunder.  Allother terms and provisions of the Security Agreement and the AncillaryAgreements remain in full force and effect.

 

Further, in the event thateach Maturity Date (as defined in the Notes) of the Notes (as defined in thePurchase Agreement) issued in connection with the Securities Purchase Agreementdated as of the date hereof 

 

1

----

 

amongLV Administrative Services, Inc., the purchasers party thereto from timeto time and the Company (as amended, modified, restated or supplemented fromtime to time, the “Purchase Agreement”) is extended in accordance with Section 3.13of the Notes, then all references herein to “November 30, 2008” shall bereplaced with “July 31, 2010”.

 

This letter may not be amended or waived except by an instrument inwriting signed by the Company and Laurus. This letter may be executed in any number of counterparts, each of whichshall be an original and all of which, when taken together, shall constituteone agreement.  Delivery of an executedsignature page of this letter by facsimile transmission shall be effectiveas delivery of a manually executed counterpart hereof or thereof, as the casemay be.  This letter shall be governedby, and construed 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.

 

Ifthe foregoing meets with your approval please signify your acceptance of theterms hereof by signing below.

 

 
|                                       |   | LAURUS  MASTER FUND, LTD.           |
|--------------------------------------------|--------|-------------------------------------|
|                                       |   | By:  Laurus Capital Management, LLC |
|                                       |   | its  investment manager             |
|                                       |   |                                |
|                                       |   |                                |
|                                       |   | By:                                 |   |
|                                       |   | Name:                               |
|                                       |   | Title:                              |
|                                       |   |                                |
|                                       |   |                                |
| Agreed  and accepted on the date hereof    |   |                                |
|                                       |   |                                |
| MICRO COMPONENT  TECHNOLOGY, INC.          |   |                                |
|                                       |   |                                |
| By:                                        |   |                                |   |
| Name:  Roger E. Gower                      |   |                                |
| Title:   Chief Executive Officer |   |                                |
|                                            |        |                                     |  |  |

 

----