## **EXHIBIT 10.7**

##  

**MASTER SECURITY AGREEMENT**

** **

To:                              LV Administrative Services, Inc., asAgent

                                                c/o Valens Capital Management, LLC

                                                335 Madison Avenue, 10th Floor

                                                New York, NY 10017

 

Date: July 31,2008

 

ToWhom It May Concern:

 

# To secure the payment of all Obligations (as hereafterdefined), MICRO COMPONENT TECHNOLOGY, INC., a Minnesota corporation (the “Company”),each of the other undersigned parties (other than the Agent (as defined below))and each other entity that is required to enter into this Master SecurityAgreement (each an “Assignor” and, collectively, the “Assignors”)hereby assigns and grants to the Agent, for the ratable benefit of the CreditorParties (as defined in the Securities Purchase Agreement referred to below), acontinuing security interest in all of the following property now owned or atany time hereafter acquired by such Assignor, or in which such Assignor now hasor at any time in the future may acquire any right, title or interest (the “Collateral”):all cash, cash equivalents, accounts, accounts receivable, deposit accounts(including, without limitation, the Restricted Account (the “RestrictedAccount”) maintained at Capital One, N.A. (Account Name: Micro ComponentTechnology, Inc., Account Number: 7017213614) referred to in the Restricted AccountAgreement), inventory, equipment, goods, fixtures, documents, instruments(including, without limitation, promissory notes), contract rights, commercialtort claims set forth on Schedule B attached hereto, generalintangibles (including, without limitation, payment intangibles and an absoluteright to license on terms no less favorable than those current in effect amongsuch Assignor’s affiliates), chattel paper, supporting obligations, investmentproperty (including, without limitation, all partnership interests, limitedliability company membership interests and all other equity interests owned byany Assignor), letter-of-credit rights, trademarks, trademark applications,tradestyles, patents, patent applications, copyrights, copyright applicationsand other intellectual property in which such Assignor now has or hereafter mayacquire any right, title or interest, all proceeds and products thereof(including, without limitation, proceeds of insurance) and all additions,accessions and substitutions thereto or therefor.  Except as otherwise defined herein, allcapitalized terms used herein shall have the meanings provided such terms inthat certain Securities Purchase Agreement dated as of the date hereof (asamended, restated, modified and/or supplemented from time to time, the “PurchaseAgreement”) by and among the Company, the Purchasers party thereto and LVAdministrative Services, Inc., as administrative and collateral agent forthe Purchasers (the “Agent”).  Allitems of Collateral which are defined in the UCC shall have the meanings setforth in the UCC.  For purposes hereof,the term “UCC” means the Uniform Commercial Code as the same may, fromtime to time, be in effect in the State of New York; provided, that in theevent that, by reason of mandatory provisions of law, any or all of theattachment, perfection or priority of, or remedies with respect to, the Agent’ssecurity interest in any Collateral is governed by the Uniform Commercial Codeas in effect in a jurisdiction other 

#  

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# thanthe State of New York, the term “UCC” shall mean the Uniform CommercialCode as in effect in such other jurisdiction for purposes of the provisions ofthis Agreement relating to such attachment, perfection, priority or remediesand for purposes of definitions related to such provisions; provided further,that to the extent that the UCC is used to define any term herein and 

# suchterm is defined differently in different Articles or Divisions of the UCC, thedefinition of such term contained in Article or Division 9 shall govern. 

#  

# Theterm “Obligations” as used herein shall mean and include all debts,liabilities and obligations owing by each Assignor to any Creditor Partyarising under, out of, or in connection with: (i) the Purchase Agreementand (ii) the Related Agreements (the Purchase Agreement and the RelatedAgreements, as each may be amended, modified, restated or supplemented fromtime to time, collectively, the “Documents”), and in connection with anydocuments, instruments or agreements relating to or executed in connection withthe Documents or any documents, instruments or agreements referred to thereinor otherwise, and in connection with any other indebtedness, obligations orliabilities of each such Assignor to any Creditor Party, whether now existingor hereafter arising, direct or indirect, liquidated or unliquidated, absoluteor contingent, due or not due and whether under, pursuant to or evidenced by anote, agreement, guaranty, instrument or otherwise, including, withoutlimitation, obligations and liabilities of each Assignor for post-petitioninterest, fees, costs and charges that accrue after the commencement of anycase by or against such Assignor under any bankruptcy, insolvency, reorganizationor like proceeding (collectively, the “Debtor Relief Laws”) in eachcase, irrespective of the genuineness, validity, regularity or enforceabilityof such Obligations, or of any instrument evidencing any of the Obligations orof any collateral therefor or of the existence or extent of such collateral,and irrespective of the allowability, allowance or disallowance of any or allof the Obligations in any case commenced by or against any Assignor under anyDebtor Relief Law.

#  

Each Assignor hereby jointly and severally represents, warrants andcovenants to Agent, for the benefit of the Creditor Parties, that: 

 

it is a corporation, partnership or limited liability company, as thecase may be, validly existing, in good standing and formed under the respectivelaws of its jurisdiction of formation set forth on Schedule A, and eachAssignor will provide the Agent thirty (30) days’ prior written notice of anychange in any of its respective jurisdiction of formation;

 

its legal name is as set forth in its Certificate of Incorporation orother organizational document (as applicable) as amended through the datehereof and as set forth on Schedule A attached hereto, and it willprovide the Agent thirty (30) days’ prior written notice of any change in itslegal name;

 

its organizational identification number (if applicable) is as setforth on Schedule A hereto, and it will provide the Agent thirty (30)days’ prior written notice of any change in its organizational identificationnumber;

 

it is the lawful owner of its Collateral and it has the sole right togrant a security interest therein and will defend the Collateral against allclaims and demands of all persons and entities;

 

it will keep its Collateral free and clear of all attachments, levies,taxes, liens, security interests and encumbrances of every kind and nature (“Encumbrances”),except (i) Encumbrances securing the Obligations and (ii) Encumbrancessecuring indebtedness of each such Assignor not to exceed $50,000 in theaggregate for all such Assignors so long as all such Encumbrances are removedor otherwise released to the Agent’s satisfaction within ten (10) days ofthe creation thereof;

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## itwill, at its and the other Assignors’ joint and several cost and expense, keepthe Collateral in good state of repair (ordinary wear and tear excepted) andwill not waste or destroy the same or any part thereof other than ordinarycourse discarding of items no longer used or useful in its or such otherAssignors’ business; 

##  

## itwill not, without the Agent’s prior written consent, sell, exchange, lease orotherwise dispose of any Collateral, whether by sale, lease or otherwise,except for the sale of inventory in the ordinary course of business and for thedisposition or transfer in the ordinary course of business during any fiscalyear of obsolete and worn-out equipment or equipment no longer necessary forits ongoing needs, having an aggregate fair market value of not more than$25,000 and only to the extent that: 

##  

## **theproceeds of each such disposition are used to acquire replacement Collateralwhich is subject to the Agent’s first priority perfected security interest, orare used to repay the Obligations or to pay general corporate expenses; or**

## ** **

## **followingthe occurrence of an Event of Default which continues to exist the proceeds ofwhich are remitted to the Agent to be held as cash collateral for theObligations;**

### ** **

(i) it will insure or cause the Collateral to be insured in theAgent’s name (as an additional insured and lender loss payee) against loss ordamage by fire, theft, burglary, pilferage, loss in transit and such otherhazards as the Agent shall specify in amounts and under policies by insurersacceptable to the Agent and all premiums thereon shall be paid by such Assignorand the policies delivered to the Agent. If any such Assignor fails to do so, the Agent may procure suchinsurance and the cost thereof shall be promptly reimbursed by the Assignors,jointly and severally, and shall constitute Obligations;****

** **

**it will expressly agree that if additional losspayees and/or lender loss payees, other than the Agent, are named to theCollateral, the Agent will always be assigned to first lien position until allObligations have been satisfied;**

** **

it will at all reasonable times allow the Creditor Parties or theirrespective representatives free access to and the right of inspection of theCollateral;

##  

## suchAssignor (jointly and severally with each other Assignor) hereby indemnifiesand saves the Agent and each other Creditor Party harmless from all loss,costs, damage, liability and/or expense, including reasonable attorneys’ fees,that the Agent and each other Creditor Party may sustain or incur to enforcepayment, performance or fulfillment of any of the Obligations and/or in theenforcement of this Master Security Agreement or in the prosecution or defenseof any action or proceeding either against the Agent, any other Creditor Partyor any Assignor concerning any matter growing out of or in connection with thisMaster Security Agreement, and/or any of the Obligations and/or any of theCollateral except to the extent caused by the Agent’s or any Creditor Party’sown gross negligence or willful misconduct (as determined by a court ofcompetent jurisdiction in a final and non-appealable decision);

##  

## allcommercial tort claims (as defined in the Uniform Commercial Code as in effectin the State of New York)  held by anyAssignor are set forth on Schedule B to this Master Security Agreement;each Assignor hereby agrees that it shall promptly, and in any event withinfive (5) Business Days after the same is acquired by it, notify the Agentof any commercial tort claim acquired by it and unless otherwise consented toin writing by the Agent, it shall enter into a supplement to this MasterSecurity Agreement granting to the Agent a security interest for the ratablebenefit of the Creditor Parties in such commercial tort claim, securing theObligations.

 

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The occurrence of any of the following events or conditions shallconstitute an “Event of Default” under this Master Security Agreement: 

 

any covenant or any other term or condition of this Master SecurityAgreement is breached in any material respect and such breach, to the extentsubject to cure, shall continue without remedy for a period of fifteen (15)days after the occurrence thereof;

 

any representation or warranty, or statement made or furnished to theAgent or any other Creditor Party under this Master Security Agreement by anyAssignor or on any Assignor’s behalf should prove to any time be false ormisleading in any material respect on the date as of which made or deemed made;

 

the loss, theft, substantial damage, destruction, sale or encumbranceto or of any of the Collateral or the making of any levy, seizure or attachmentthereof or thereon except to the extent:

##  

### **suchloss is covered by insurance proceeds which are used to replace the item orrepay the Agent; or**

### ** **

### **saidlevy, seizure or attachment does not secure indebtedness in excess of $100,000in the aggregate for all Assignors and such levy, seizure or attachment hasbeen removed or otherwise released within ten (10) days of the creation orthe assertion thereof;**

### ** **

an Event of Default shall have occurred under and as defined in anyDocument.

 

Upon the occurrence of any Event of Default and at any time thereafter,the Agent may declare all Obligations immediately due and payable and the Agentshall have the remedies of a secured party provided in the UCC as in effect inthe State of New York, this Agreement and other applicable law.  Upon the occurrence of any Event of Defaultand at any time thereafter, the Agent will have the right to take possession ofthe Collateral and to maintain such possession on any Assignor’s premises or toremove the Collateral or any part thereof to such other premises as the Agentmay desire.  Upon the Agent’s request,each Assignor shall assemble or cause the Collateral to be assembled and makeit available to the Agent at a place designated by the Agent.  If any notification of intended dispositionof any Collateral is required by law, such notification, if mailed, shall bedeemed properly and reasonably given if mailed at least ten (10) daysbefore such disposition, postage prepaid, addressed to the applicable Assignoreither at such Assignor’s address shown herein or at any address appearing onthe Agent’s records for such Assignor. Any proceeds of any disposition of any of the Collateral shall beapplied by the Agent to the payment of all expenses in connection with the saleof the Collateral, including reasonable attorneys’ fees and other legalexpenses and disbursements and the reasonable expenses of retaking, holding,preparing for sale, selling, and the like, and any balance of such proceeds maybe applied by the Agent toward the payment of the Obligations in such order ofapplication as the Agent may elect, and each Assignor shall be liable for anydeficiency.  For the avoidance of doubt,following the occurrence and during the continuance of an Event of Default, theAgent shall have the immediate right to withdraw any and all monies containedin any deposit account in the name of any Assignor and controlled by the Agentand apply same to the repayment of the Obligations (in such order ofapplication as the Agent may elect).  Theparties hereto each hereby agree that the exercise by any party hereto of anyright granted to it or the exercise by any party hereto of any remedy availableto it (including, without limitation, the issuance of a notice of redemption, aborrowing request and/or a notice of default), in each case, hereunder, underthe Purchase Agreement or under any other Related Agreement shall notconstitute confidential information and no party shall have any duty to the otherparty to maintain such information as confidential.

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# If anyAssignor defaults in the performance or fulfillment of any of the terms,conditions, promises, covenants, provisions or warranties on such Assignor’spart to be performed or fulfilled under or pursuant to this Master SecurityAgreement, the Agent may, at its option without waiving its right to enforcethis Master Security Agreement according to its terms, immediately or at anytime thereafter and without notice to any Assignor, perform or fulfill the sameor cause the performance or fulfillment of the same for each Assignor’s jointand several account and at each Assignor’s joint and several cost and expense,and the cost and expense thereof (including reasonable attorneys’ fees) shallbe added to the Obligations and shall be payable on demand with interestthereon at the highest rate permitted by law, or, at the Agent’s option,debited by the Agent from any other deposit accounts in the name of anyAssignor and controlled by the Agent.

#  

# EachAssignor hereby appoints the Agent, or any other Person whom the Agent maydesignate as such Assignor’s attorney, with power to:  (a)(i) execute any security relateddocumentation on such Assignor’s behalf and to supply any omitted informationand correct patent errors in any documents executed by such Assignor or on suchAssignor’s behalf; (ii) to file financing statements against such Assignorcovering the Collateral (and, in connection with the filing of any suchfinancing statements, describe the Collateral as “all assets and all personalproperty, whether now owned and/or hereafter acquired” (or any substantiallysimilar variation thereof)); (iii) sign such Assignor’s name on anyinvoice or bill of lading relating to any accounts receivable, drafts againstaccount debtors, schedules and assignments of accounts receivable, notices ofassignment, financing statements and other public records, verifications ofaccounts receivable and notices to or from account debtors; and (iv) to doall other things the Agent deems necessary to carry out the terms of Section 1of this Master Security Agreement and (b) upon the occurrence and duringthe continuance of an Event of Default; (v) endorse such Assignor’s nameon any checks, notes, acceptances, money orders, drafts or other forms ofpayment or security that may come into the Agent’s possession; (vi)  signsuch Assignor’s name on any invoice or bill of lading relating to any accountsreceivable, drafts against account debtors, schedules and assignments ofaccounts receivable, notices of assignment, financing statements and otherpublic records, verifications of accounts receivable and notices to or fromaccount debtors; (vii) verify the validity, amount or any other matterrelating to any accounts receivable by mail, telephone, telegraph or otherwisewith account debtors; (viii) do all other things necessary to carry outthis Agreement, any other Related Agreement and all other related documents;and (ix) notify the post office authorities to change the address fordelivery of such Assignor’s mail to an address designated by the Agent, and toreceive, open and dispose of all mail addressed to such Assignor.  Each Assignor hereby ratifies and approvesall acts of the attorney and neither the Agent nor the attorney will be liablefor any acts of commission or omission, nor for any error of judgment ormistake of fact or law other than gross negligence or willful misconduct (asdetermined by a court of competent jurisdiction in a final and non-appealabledecision).  This power being coupled withan interest, is irrevocable so long as any Obligations remains unpaid.

#  

# Nodelay or failure on the Agent’s part in exercising any right, privilege oroption hereunder shall operate as a waiver of such or of any other right,privilege, remedy or option, and no waiver whatever shall be valid unless inwriting, signed by the Agent and then only to the extent therein set forth, andno waiver by the Agent of any default shall operate as a waiver of any otherdefault or of the same default on a future occasion.  The Creditor Parties’ books and recordscontaining entries with respect to the Obligations shall be admissible inevidence in any action or 

 

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# proceeding,shall be binding upon each Assignor for the purpose of establishing the itemstherein set forth and shall constitute prima facie proof thereof.  The Agent shall have the right to enforce anyone or more of the remedies available to the Agent, successively, alternatelyor concurrently.  Each Assignor agrees tojoin with the Agent in executing such documents or other instruments to theextent required by the UCC in form satisfactory to the Agent and in executingsuch other documents or instruments as may be required or deemed necessary bythe Agent for purposes of affecting or continuing the Agent’s security interestin the Collateral.

#  

# TheAssignors shall jointly and severally pay all of the Agent’s and each otherCreditor Party’s out-of-pocket costs and expenses, including reasonable feesand disbursements of in-house or outside counsel and appraisers, in connectionwith the prosecution or defense of any action, contest, dispute, suit orproceeding concerning any matter in any way arising out of, related to orconnected with any Document.  TheAssignors shall also jointly and severally pay all of the Agent’s and eachother Creditor Party’s reasonable fees, charges, out-of-pocket costs andexpenses, including fees and disbursements of counsel and appraisers, inconnection with (a) the preparation, execution and delivery of any waiver,any amendment thereto or consent proposed or executed in connection with thetransactions contemplated by the Documents, (b) the Agent’s obtainingperformance of the Obligations under the Documents, including, but not limitedto the enforcement or defense of the Agent’s security interests, assignments ofrights and liens hereunder as valid perfected security interests, (c) anyattempt to inspect, verify, protect, collect, sell, liquidate or otherwisedispose of any Collateral, (d) any appraisals or re appraisals of anyproperty (real or personal) pledged to the Agent by any Assignor as Collateralfor, or any other Person as security for, the Obligations hereunder and (e) anyconsultations in connection with any of the foregoing.  The Assignors shall also jointly andseverally pay the Agent’s and each other Creditor Party’s customary bankcharges for all bank services (including wire transfers) performed or caused tobe performed by the Agent or any other Creditor Party for any Assignor at anyAssignor’s request or in connection with any Assignor’s loan account (if any)with the Agent or any other Creditor Party. All such costs and expenses together with all filing, recording andsearch fees, taxes and interest payable by the Assignors to the Agent shall bepayable on demand and shall be secured by the Collateral.  If any tax by any nation or government, anystate or other political subdivision thereof, and any agency, department orother entity exercising executive, legislative, judicial, regulatory oradministrative functions of or pertaining to government (each, a “GovernmentalAuthority”) is or may be imposed on or as a result of any transactionbetween any Assignor, on the one hand, and the Agent and/or any other CreditorParty on the other hand, which the Agent and/or any other Creditor Party is ormay be required to withhold or pay (including, without limitation, as a resultof a breach by any Assignor of Section 6.16 of the Purchase Agreement),the Assignors hereby jointly and severally indemnify and hold the Agent andeach other Creditor Party harmless in respect of such taxes, and the Assignorswill repay to the Agent or such other Creditor Party the amount of any suchtaxes which shall be charged to the Assignors’ account; and until the Assignorsshall furnish the Agent and such other Creditor Party with indemnity therefor(or supply the Agent and such other Creditor Party with evidence satisfactoryto it that due provision for the payment thereof has been made), the CreditorParties may hold without interest any balance standing to each Assignor’scredit (if any) and the Agent shall retain its liens in any and all Collateral.

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# THIS MASTER SECURITY AGREEMENT SHALL BE GOVERNED BYAND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE 

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# OF NEWYORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARDTO PRINCIPLES OF CONFLICTS OF LAWS.  Allof the rights, remedies, options, privileges and elections given to the Agenthereunder shall inure to the benefit of the Agent’s successors andassigns.  The term “Agent” asherein used shall include the Agent, any parent of the Agent’s, any of theAgent’s subsidiaries and any co-subsidiaries of the Agent’s parent, whether nowexisting or hereafter created or acquired, and all of the terms, conditions,promises, covenants, provisions and warranties of this Agreement shall inure tothe benefit of each of the foregoing, and shall bind the representatives,successors and assigns of each Assignor.

#  

# EachAssignor hereby consents and agrees that the state and federal courts locatedin the County of New York, State of New York shall have exclusive jurisdictionto hear and determine any claims or disputes between Assignor, on the one hand,and the Agent and/or any other Creditor Party, on the other hand, pertaining tothis Master Security Agreement or to any matter arising out of or related tothis Master Security Agreement, provided, that the Agent, each other CreditorParty and each Assignor acknowledges that any appeals from those courts mayhave to be heard by a court located outside of the County of New York, State ofNew York, and further provided, that nothing in this Master Security Agreementshall be deemed or operate to preclude the Agent from bringing suit or takingother legal action in any other jurisdiction to collect, the Obligations, torealize on the Collateral or any other security for the Obligations, or toenforce a judgment or other court order in favor of the Agent.  Each Assignor expressly submits and consentsin advance to such jurisdiction in any action or suit commenced in any suchcourt, and each Assignor hereby waives any objection which it may have basedupon lack of personal jurisdiction, improper venue or forumnonconveniens.  Each Assignor hereby waives personal serviceof the summons, complaint and other process issues in any such action or suitand agrees that service of such summons, complaint and other process may bemade by registered or certified mail addressed to such assignor at the addressset forth on the signature lines hereto and that service so made shall bedeemed completed upon the earlier of such Assignor’s actual receipt thereof orthree (3) days after deposit in the U.S. mails, proper postage prepaid.

#  

The parties desire thattheir disputes be resolved by a judge applying such applicable laws.  Therefore, to achieve the best combination ofthe benefits of the judicial system and of arbitration, the parties heretowaive all rights to trial by jury in any action, suite, or proceeding broughtto resolve any dispute, whether arising in contract, tort, or otherwise betweenthe Agent and/or any other Creditor Party, and/or any Assignor arising out of,connected with, related or incidental to the relationship established betweenthem in connection with this Master Security Agreement or the transactionsrelated hereto.

 

# ThisMaster Security Agreement may be executed in any number of counterparts, eachof which shall be an original, but all of which shall constitute oneinstrument.  Any signature delivered by aparty by facsimile or electronic transmission shall be deemed to be an originalsignature hereto.

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# It isunderstood and agreed that any person or entity that desires to become anAssignor hereunder, or is required to execute a counterpart of this MasterSecurity Agreement after the date hereof pursuant to the requirements of anyDocument, shall become an Assignor hereunder by (x) executing a JoinderAgreement in form and substance satisfactory to the Agent, (y) deliveringsupplements to such exhibits and annexes to such Documents as the Agent shallreasonably request and (z) taking all actions as specified in this MasterSecurity Agreement as 

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# wouldhave been taken by such Assignor had it been an original party to this MasterSecurity Agreement, in each case with all documents required above to bedelivered to the Agent and with all documents and actions required above to betaken to the reasonable satisfaction of the Agent.

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[Remainder of page intentionally left blank]

 

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# Allnotices from the Agent to any Assignor shall be sufficiently given if mailed ordelivered to such Assignor’s address set forth below.

#  

 
|   | Very truly yours,                 |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | MICRO COMPONENT TECHNOLOGY,  INC. |
|   |                              |
|   |                              |
|   | By:                               |   |
|   | Name:                             | Roger E. Gower |   |
|   | Title:                            | Chief Executive Officer |   |
|   |                              |   |   |   |
|   |                              |   |   |   |
|   | Address:                          | 2340 West County Road C |   |
|   |                              | St. Paul, MN 55113-2528 |   |
|   | Facsimile: (651) 697-4200         |   |
|   |                              |   |   |   |
|   |                              |   |   |   |
|   | MCT INTERNATIONAL, INC.           |   |
|   |                              |   |
|   |                              |   |   |   |   |
|   | By:                               |   |   |   |   |
|   | Name:                             | Roger E. Gower |   |
|   | Title:                            | Director |   |
|   |                              |   |   |   |
|   |                              |   |   |   |
|   | Address:                          | c/o Micro Component Technology, Inc. |   |
|   |                              | 2340 West County Road C |   |
|   |                              | St. Paul, MN 55113-2528 |   |
|   | Facsimile: (651) 697-4200         |   |
|   |                              |   |   |   |
|   |                              |   |   |   |
|   | 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         |   |
|        |                                   |  |  |  |  |  |  |  |

 

 

SIGNATURE PAGE TO

MASTER SECURITY AGREEMENT

 

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|   | 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 |   |
|   | Facsimile: (651) 697-420    |                                        |
|   |                        |                                        |   |   |
|   |                        |                                        |   |   |
|   | 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   |                                        |
|   |                        |                                        |   |   |
|   |                        |                                        |   |   |
|   | 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   |                                        |
|        |                             |                                             |  |  |  |  |  |  |

 

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|                              | 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 |   |
|                              | Facsimile:  (651) 697-4200 |                                         |
|                              |                       |                                         |   |   |
|                              |                       |                                         |   |   |
|                              | 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 |                                         |
|                              |                       |                                         |   |   |
|                              |                       |                                         |   |   |
| AGREED AND ACKNOWLEDGED:          |                       |                                         |   |   |
|                              |                       |                                         |   |   |
| LV ADMINISTRATIVE SERVICES, INC., |                       |                                         |
| as Agent                          |                       |                                         |
|                              |                       |                                         |
|                              |                       |                                         |   |
| By:                               |                       |                                         |   |
|                              | Name:                      |                                         |   |
|                              | Title:                     |                                         |   |
|                                   |                            |                                              |  |  |  |  |  |

 

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SCHEDULE A

 
| **Entity**                            | ** ** | **Jurisdiction of Formation** | ** ** | **Organizational  Identification Number** |
|---------------------------------------|------------|-----------------------------------------|------------|------------------------------------------------|
| Micro Component Technology, Inc. |       | Minnesota                               |       | 91-524                                         |
| ASECO (Malaysia) SDN.  BHD.           |       | Malaysia                                |       | Unknown                                        |
| MCT  International, Inc.         |       | Minnesota                               |       | 3U-218                                         |
| MCT Asia Pte. Ltd.                    |       | Singapore                               |       | 00355/1985-W                                   |
| MCT (Hong Kong) Limited               |       | Hong Kong                               |       | 214461                                         |
| MCT Asia (Penang) Sdn.  Bhd.          |       | Malaysia                                |       | 219259                                         |
| Beijing MCT Co. Ltd.                  |       | China                                   |       | NA                                             |
| MCT Philippines                       |       | Philippines                             |       | A200107051                                     |

 

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SCHEDULE B

 

COMMERCIAL TORT CLAIMS

 

## None.

##  

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