**EXHIBIT 10**

 

**AGREEMENT FOR PAYMENT OF INTEREST WITH STOCK**

 

 

THIS AGREEMENTis made and entered into as of June 30, 2003, by and between Micro ComponentTechnology, Inc., a Minnesota corporation (the “Company”), and the undersignedholders of the Company’s 10% Senior Subordinated Convertible Notes, dueDecember 24, 2006 (the “Notes”)

 

# Recitals

 

The Companyissued the Notes on December 24, 2001 to a group of purchasers (the“Noteholders”), pursuant to a Note Purchase Agreement (the “Note PurchaseAgreement”), and a Registration Rights Agreement (the “Registration RightsAgreement”), both dated December 24, 2001.

 

The Notesprovide for semi-annual payments of accrued interest, in cash, on June 30 andDecember 31 of each year until maturity on December 24, 2006.  The Company has requested the undersignedNoteholders to accept shares of the Company’s common stock, par value $.01 pershare (the “Shares”), in full payment of accrued interest in 2003 and 2004, andthe Company and the undersigned Noteholders wish to enter into an agreementspecifying the terms and conditions for such payment.

 

# Agreement

 

**1.****            ****Paymentin Shares.**  Interest dueand payable on the Notes on each of the June 30, 2003, December 31, 2003, June30, 2004, and December 31, 2004 interest payment dates (the “Interest PaymentDates”) shall be paid in Shares to each of the undersigned Noteholders.  The number of Shares payable to each of theundersigned Noteholders on each Interest Payment Date shall be equal to theamount of interest payable to the undersigned Noteholder on such date, dividedby the average closing sale price of the Shares on the OTC Bulletin Board (orsuccessor market) for the ten consecutive trading days ending immediately priorto the Interest Payment Date. Certificates for the Shares shall be issued and delivered to theundersigned Noteholders as soon as practicable following the applicableInterest Payment Date.  Delivery of theShares to the undersigned Noteholders in this manner shall constitute paymentin full of all accrued interest due on the applicable Interest PaymentDate.  Upon issuance, the Shares shallconstitute validly issued, fully-paid and nonassessable shares of the Company’scommon stock.

 

**2.****             Reduction inConversion Price.**  Effective asto the undersigned Noteholders, the definition of “Conversion Price”, containedin Section 1 of the Notes, shall be revised to state as follows:

 

“Conversion Price” means $2.60 through June 30, 2003, and $1.00thereafter, subject to adjustment from time to time in each case as set forthin Section 8(c) below.

 

**3.****             Adjustments toConversion Price.**** **Sections 8(c), 8(d), and 8(h) of the Notes,governing adjustments in the Conversion Price, are deleted, and replaced by thefollowing:

 

8(c) Adjustmentsto Conversion Price.

 

The ConversionPrice and the number of Common Shares shall be subject to adjustment from timeto time upon the happening of certain events as provided in this Section 8(c):

 

(i)            (A)  If the Company at any time hereafter issues,grants or sells any shares of Common Stock, or options, warrants or otherrights to acquire shares of Common Stock, or securities convertible orexchangeable, directly or indirectly, into shares of Common Stock, for aconsideration, exercise or conversion price per share less than the ConversionPrice in effect immediately prior to the issuance, grant or sale of suchshares, options, warrants or other rights, or other securities convertible orexchangeable, directly or indirectly, into shares of Common Stock, or withoutconsideration, then forthwith upon such issuance, grant or sale, the ConversionPrice shall be adjusted so that the Conversion Price shall equal the ConversionPrice immediately prior to the date of such issuance, grant or sale

 

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multiplied bya fraction, the numerator of which shall be (aa) the number of shares of CommonStock outstanding on the date of such issuance, grant or sale, plus (bb) thenumber of additional shares of Common Stock which the aggregate considerationreceived by the Company upon such issuance, grant or sale (plus the aggregateof any additional amount to be received by the Company upon the exercise ofsuch options, warrants, rights or securities) would purchase at such ConversionPrice, and the denominator of which shall be (aa) the number of shares ofCommon Stock outstanding on the date of such issuance, grant or sale, plus (bb)the number of additional shares of Common Stock issued, granted or sold (orinto which the options, warrants, rights or securities so issued, granted orsold are exercisable, convertible or exchangeable).

 

(B)  For the purpose of any computation to bemade in accordance with this paragraph (i), the following provisions shall beapplicable:

 

(aa)          In the case of theissuance or sale of shares of Common Stock or such options, warrants, rights orother securities for a consideration part or all of which shall be cash, theamount of the cash consideration therefore shall be deemed to be the amount ofcash received by the Company for such shares, options, warrants, rights orother securities (or, if shares of Common Stock or such options, warrants,rights or other securities are offered by the Company for subscription, thesubscription price, or, if shares of Common Stock or such options, warrants, rightsor other securities shall be sold to underwriters or dealers for publicoffering without a subscription offering, the initial public offering price)before deducting there from any compensation paid or discount allowed in thesale, underwriting or purchase thereof by underwriters or dealers or othersperforming similar services, or any expenses incurred in connection therewith.

 

(bb)        In the case of theissuance or sale (otherwise than as a dividend or other distribution on anystock of the Company) of shares of Common Stock or such options, warrants,rights or other securities for a consideration part or all of which shall beother than cash, the amount of the consideration therefore other than cashshall be deemed to be the fair market value of such consideration as determinedin good faith by the Board of Directors.

 

(cc)         This paragraph (i) shallnot apply with respect to a stock dividend or distribution payable in shares ofcapital stock of the Company, but paragraph (vi) hereof shall apply with respectto such transaction or issuance.

 

(dd)        The reclassification ofsecurities of the Company other than shares of Common Stock into securitiesincluding shares of Common Stock shall be deemed to involve the issuance ofsuch shares of Common Stock or such options, warrants, rights or othersecurities for a consideration other than cash immediately prior to the closeof business on the date fixed for the determination of security holdersentitled to receive such shares or such options, warrants, rights or othersecurities, and the value of the consideration allocable to such shares ofCommon Stock or such options, warrants, rights or other securities shall bedetermined as provided in paragraph (i)(B)(bb) hereof.

 

(ee)         The number of shares ofCommon Stock at any one time outstanding shall include the aggregate number ofshares issued or issuable upon the exercise in full of all options, rights andwarrants and upon the conversion or exchange in full of convertible orexchangeable securities.

 

(C)  Subject to paragraph (ii) hereof, withrespect to any issuance, grant or sale of options, warrants or other rights toacquire shares of Common Stock or securities convertible or exchangeable,directly or indirectly, into shares of Common Stock, the adjustment, if any,provided for pursuant to this paragraph (i) shall be made upon the issuance,grant or sale of such option, warrant, right or security (and no additionaladjustment shall be made upon the exercise, conversion or exchange thereof tothe extent such additional adjustment would be duplicative of a prioradjustment).

 

(ii)            If the purchase priceprovided for in any options, rights or warrants, the additional consideration,if any, payable upon the conversion or exchange of any convertible orexchangeable securities, or the rate at which any convertible or exchangeablesecurities are convertible into or exchangeable for Common Stock, shall changeat any time (other than under or by reason of provisions designed to protectagainst dilution), the Conversion Price adjusted pursuant to paragraph (i)hereof in effect at the time of such event shall forthwith be

 

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readjusted to the Conversion Price whichwould have been in effect at such time had such options, rights, warrants andconvertible and exchangeable securities still outstanding provided for suchchanged purchase price, additional consideration or conversion rate, as thecase may be, at the time initially granted, issued or sold; and on theexpiration of any such options, warrants or rights or the termination of anysuch right to convert or exchange such convertible securities or exchangeablesecurities, the Conversion Price then in effect hereunder shall forthwith beincreased to the Conversion Price which would have been in effect at the timeof such expiration or termination had such options, rights, warrants orconvertible or exchangeable securities, to the extent outstanding immediatelyprior to such expiration or termination, never been issued.

 

(iii)          Upon each adjustment ofthe Conversion Price pursuant to paragraph (i), the number of Common Sharesissuable upon conversion of the Notes shall be adjusted so that such numbershall equal the number of Common Shares issuable immediately prior to suchadjustment of the Conversion Price multiplied by a fraction, the numerator ofwhich shall be the Conversion Price immediately prior to such adjustment in theConversion Price and the denominator of which shall be the Conversion Priceimmediately following such adjustment in the Conversion Price.  This paragraph (iii) is not intended toincrease the number of shares of Common Stock issuable upon conversion of theNotes over the number determined by dividing the dollar amount being convertedby the Conversion Price then in effect.

 

(iv)          If the Company shall atany time after the Issue Date issue, grant or sell securities with greater orsuperior voting rights than the shares of Common Stock outstanding as of theIssue Date, Holders, at their option, may receive upon conversion either theCommon Shares or a like number of such securities with greater or superiorvoting rights, in addition to all other securities and property otherwiseissuable upon such conversion.

 

(v)           In the case of anyconsolidation of the Company with, or merger of the Company with, or merger ofthe Company into, or sale or transfer by the Company of all or substantiallyall of its assets to another corporation or other entity (other than aconsolidation, merger or sale of assets which does not result in anyreclassification or change of the outstanding Common Stock), the corporation orother entity formed by such consolidation or merger or acquiror of such assetsshall execute and deliver to the Holder a supplemental instrument or agreementproviding that Holders shall have the right thereafter (until the Maturity Dateor earlier conversion or redemption of this Note) to receive, upon conversion,the kind and amount of shares of stock and other securities and propertyreceivable upon such consolidation, merger, sale or transfer, by a holder ofthe number of shares of Common Stock which Holders could have received had theyconverted immediately prior to such consolidation, merger, sale ortransfer.  Such supplemental instrumentor agreement shall provide for adjustments which shall be identical to theadjustments provided in this Section 8(c).

 

(vi)          In the event that theCompany shall at any time hereafter (A) declare or pay a dividend or otherwisedistribute to its stockholders any assets, property, rights, evidences ofindebtedness, securities (including a stock dividend or distribution payable inshares of capital stock of the Company), whether issued by the Company or byanother, or any other thing of value, (B) change, split, divide, combine orotherwise reclassify its capital stock into the same or a different number ofshares, or into shares of any other class or classes or (C) make anydistribution of its assets to holders of its capital stock pursuant to acomplete or partial liquidation of the Company, then, in each case, theConversion Price and the Common Shares shall be equitably adjusted so thatHolders shall thereafter be entitled, in addition to (or, if the circumstancesclearly require consistent with the essential intent and principles of thisSection 8(c), in substitution for) the Common Shares or other securities andproperty receivable upon the Common Stock, to receive, upon the conversion,such additional or lesser number of shares of capital stock, or the sameassets, property, rights, evidences of indebtedness, securities or any otherthing of value, or such assets of the Company, that it would have been entitledto receive at the time of the occurrence of any of the foregoing events as ifthe Notes had been converted immediately prior to such event.  At the time of the occurrence of any of theforegoing events, the Company shall make appropriate reserves to ensure thetimely performance of the provisions of this paragraph (vi).

 

(vii)         The Company will not, byamendment of its Articles of Incorporation or its other organizationaldocuments or through any consolidation, merger, reorganization, transfer ofassets, dissolution, issue or sale of securities or any other voluntary action,avoid or seek to avoid the observance or performance of any of the terms of theNotes, but will at all times in good faith assist in the carrying out of allsuch terms and in the taking of all such action as may be necessary orappropriate in order to protect the rights of Holders against impairment.

 

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(viii)        If, at any time, as aresult of an adjustment made pursuant to this Section 8(c), Holders shallbecome entitled to receive any securities of the Company other than CommonShares, thereafter the number of such other securities so receivable uponconversion shall be subject to adjustment from time to time in a manner and onterms as nearly equivalent as practicable to the provisions contained in thisSection 8(c), and such provisions shall apply on like terms to any such othersecurities.

 

(ix)           Irrespective of anyadjustment or change in the Conversion Price or the number or kind ofsecurities issuable upon the conversion hereunder, the Notes theretofore orthereafter issued may continue to express the Conversion Price and the numberand kind of securities which were stated in the initial Notes or any Note(s)subsequently issued in lieu thereof (but the actual number and kind ofsecurities issuable upon the conversion and the Conversion Price shall in allcases be as determined in accordance with the provisions contained therein).

 

(x)            Whenever an adjustmentis made as provided in this Section 8(c), the Company shall forthwith file, atthe principal office of the Company, a certificate of its chief financialofficer, showing in detail the facts requiring such adjustment and theConversion Price in effect following such adjustment, and mail a copy of suchcertificate by first-class certified mail, return receipt requested, postageprepaid, to each Holder.

 

(xi)           If any event,circumstance, condition or transaction shall occur as to which the provisionsof this Section 8(c) are not strictly applicable but as to which the failure tomake any adjustment would adversely affect the rights represented by the Notesin accordance with the essential intent and principles of this Section 8(c) or,if the provisions of this Section 8(c) are strictly applicable, but suchprovisions would not fairly protect the rights of Holders in accordance withthe essential intent and principles of this Section 8(c) (which are to placeHolders in a position as nearly equal as possible to the position they wouldhave occupied had they purchased the Common Shares on the date hereof), then,in each such case, the Board of Directors of, in its good faith, shall causethe Company to make such adjustments, on a basis consistent with the essentialintent and principles established in this Section 8(c), necessary to preserve,without dilution, the rights represented hereby.

 

(xii)          The provisions of thisSection 8(c) shall similarly apply to successive actions, activities, events,circumstances, conditions or transactions. If more than one provision of this Section 8(c) would apply with respectto a particular action, activity, event, circumstance, condition ortransaction, only the provision that would yield the most beneficial result forHolders shall apply with respect to such action, activity, event, circumstance,condition or transaction, and no adjustment shall be made to the extent it isduplicative of another adjustment made hereunder.

 

(xiii)         The provisions of thisSection 8(c) shall not apply with respect to (A) the grant of options, or theissuance of stock, to directors, employees, consultants or advisors under theCompany’s Employee Stock Purchase Plan, 1993 Incentive Stock Option Plan, StockOption Plan for Outside Directors, 2003 Incentive Stock Option Plan (or up toan additional 2,800,000 shares under nonqualified options if shareholderapproval is not received for the 2003 Plan), 150,000 shares previously reservedfor the grant of options to consultants, advisors, employees and directors, orany other compensatory plan approved by the shareholders in the future, or (B)the issuance of shares as interest on the Notes pursuant to Section 1 of thisAgreement.

 

**4.****            ****Representationsand Warranties of the Undersigned Noteholders.**

 

Each of theundersigned Noteholders represents and warrants to the Company, severallysolely as to itself and not jointly, as of the date hereof, as follows:

 

(a)           **Purchase for its Own Account****.**  The undersigned Noteholder is purchasing theShares for its own account, without a view to the distribution thereof inviolation of the Securities Act.  Theundersigned Noteholder understands that the Company has not registered theShares under the Securities Act, and that the Shares may not be sold ortransferred or offered for sale or transfer by it without registration underthe Securities Act or the availability of an exemption therefrom.

 

(b)           **Accredited Investor****.**  The undersigned Noteholder is an “accredited investor” within themeaning of Regulation D promulgated under the Securities Act.

 

(c)           **Access to Information; Knowledge and Experience****.**  The undersigned Noteholder (i) has receivedcopies of the Company’s 2002 SEC Form 10-K and SEC Form 10-Q for the quarterended March 29,

 

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2003, and has also beenfurnished with or has had access to all of the information the undersignedNoteholder has requested from the Company, (ii) has had an opportunity todiscuss with management of the Company the intended business and financialaffairs of the Company, and (iii) has such knowledge and experience in businessand financial matters and with respect to investments in securities similar tothe Shares that it is capable of evaluating the risks and merits of thisinvestment.

 

(d)           **Risks****.**  The undersigned Noteholder recognizes that an investment in theCompany involves certain risks, and has taken full cognizance of, andunderstands all of, the risk factors related to the purchase of the Shares,including, without limitation, the risk factors and additional business risksdisclosed in the Company’s SEC filings.

 

**5.****            ****Registrationof Shares.**  The Companyshall use its best efforts to register the Shares, and the additional Sharesissueable as a result of the reduction in the conversion price, with the SEC onForm S-2 as soon as practicable hereafter.

 

**6.****            ****Restrictionson Transfer. **The Sharesshall not be transferable, except that a Noteholder may transfer the Shares ina non-sale transaction to any Affiliate, as defined in the Note PurchaseAgreement.  Each certificate for theShares shall be stamped or otherwise imprinted with a legend in substantiallythe following form:

 

“THESECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENTAND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLESTATE BLUE SKY LAWS.  THESE SECURITIESMAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ANOPINION OF COUNSEL, ACCEPTABLE TO THE ISSUER, THAT THE TRANSFER IS EXEMPT FROMREGISTRATION.”

 

**7.****            ****Conditionof Effectiveness**.  This Agreement shall not become effectiveunless it is signed by Noteholders holding ninety percent (90%) or more of theoutstanding principal amount of the Notes on or before June 30, 2003; provided,however, that the Company may extend or waive this condition in its solediscretion by written notice of the Noteholders.  Effectiveness of this Agreement shall not affect the rights ofNoteholders who do not sign this Agreement.

 

**8.****            ****Survivalof the Notes.**  Except asamended hereby, the Notes, the Note Purchase Agreement, and the RegistrationRights Agreement, all dated December 24, 2001, continue in full force andeffect.

 

**9.****            ****Counterparts.**  This Agreement may be executed in two ormore counterparts, each of which shall constitute an original but all of whichwhen taken together shall constitute but one contract.

 

**10.****         ****Entire Agreement.**  This Agreement contains the entire agreementof the parties on the subject matter hereof, and supersedes any and all prioragreements among the parties with respect to the subject matter hereof, exceptthe Note Documents as provided in Section 8.

 

IN WITNESSWHEREOF, the parties hereto have caused this Agreement to be duly executed bytheir authorized officers, all as of the day and year first written above.

 
|   |   |   |   |   | MICRO  COMPONENT TECHNOLOGY, INC. |                         |
|--------|--------|--------|--------|--------|-----------------------------------|------------------------------|
|   |   |   |   |   |                              |                         |   |
|   |   |   |   |   |                              |                         |   |
|   |   |   |   |   | By:                               | /s/ Roger E.  Gower          |   |   |
|   |   |   |   |   |                              | Roger E.  Gower              |   |
|   |   |   |   |   |                              | Its Chief  Executive Officer |   |
|        |        |        |        |        |                                   |                              |  |  |  |

 

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|   | **PURCHASERS**                                                      |                       |
|--------|---------------------------------------------------------------------|----------------------------|
|   |                                                                |                       |
|   | **AMARANTH TRADING, LLC**                                           |                       |
|   |                                                                |                       |
|   | By:                                                                 | Amaranth  Advisors, LLC,   |   |
|   | Its:                                                                | Managing  Member           |   |
|   |                                                                |                       |   |
|   | By:                                                                 | /s/ Nick  Maounis          |   |
|   |                                                                | Nick Maounis               |   |
|   |                                                                | Its:  Managing Member |   |
|   |                                                                |                       |   |
|   | **MAPLE ROW PARTNERS L.P.**                                         |                       |
|   |                                                                |                       |   |
|   | By:                                                                 | /s/ Eric  Blattman         |   |
|   |                                                                | Eric  Blattman             |   |
|   |                                                                | Its:  General Partner |   |
|   |                                                                |                       |   |
|   | **Woodville, LLC**                                                  |                       |
|   |                                                                |                       |   |
|   | By:                                                                 | /s/ Jeff  Sowada           |   |
|   |                                                                |   Jeff Sowada         |   |
|   |                                                                |   Its:                | Chief  Manager |   |
|   |                                                                |                       |   |
|   | **STRAUS PARTNERS**                                                 |                       |
|   |                                                                |                       |   |
|   | By:                                                                 | /s/ Mickey  Straus         |   |
|   |                                                                | Mickey  Straus             |   |
|   |                                                                |                       |   |
|   | **STRAUS GEPT PARTNERS**                                            |                       |
|   |                                                                |                       |   |
|   | By:                                                                 | /s/ Mickey  Straus         |   |
|   |                                                                | Mickey  Straus             |   |
|   |                                                                |                       |   |
|   | **STRAUS-SPELMAN PARTNERS**                                         |
|   |                                                                |                       |   |
|   | By:                                                                 | /s/ Mickey  Straus         |   |
|   |                                                                | Mickey  Straus             |   |
|   |                                                                |                       |   |
|   | **STUART SCHAPIRO KEOGH, BEAR  STEARNS SECURITIES CORP. CUSTODIAN** |
|   |                                                                |                       |   |
|   | By:                                                                 | /s/ Stuart  Schapiro       |   |
|   |                                                                |                       |   |
|   | **C.E. UNTERBERG, TOWBIN CAPITAL  PARTNERS I, LP**                  |
|   |                                                                |                       |   |
|   | By:                                                                 | /s/ Mark  Hadlock          |   |
|        |                                                                     |                            |  |  |

 

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|   | **MARJORIE & CLARENCE E. UNTERBERG  FOUNDATION, INC.**                      |
|--------|---------------------------------------------------------------------------------|
|   |                                                                            |   |   |
|   | By:                                                                             | /s/ Thomas  Unterberg |   |
|   |                                                                            |   |   |
|   | **BELLA & ISRAEL FOUNDATION # 2**                                           |
|   |                                                                            |   |   |
|   | By:                                                                             | /s/ Thomas  Unterberg |   |
|   |                                                                            |   |   |
|   | **REBECCA ROSE CELLI TRUST, U/A/D  5/19/93**                                    |
|   |                                                                            |   |   |
|   | By:                                                                             | /s/ Mark  Hadlock |   |
|   |                                                                            |   |   |
|   | **T.I. UNTERBERG GRANDCHILDREN’S  TRUST U/A/D 4/26/93**                    |
|   |                                                                            |   |   |
|   | By:                                                                             | /s/ Mark  Hadlock |   |
|   |                                                                            |   |
|   | **THOMAS I. UNTERBERG TTEE, FBO  EMILY U. SATLOFF FAMILY TRUST U/A/D  3/25/93** |
|   |                                                                            |   |   |
|   | By:                                                                             | /s/ Thomas  Unterberg |   |
|   |                                                                            | Thomas I.  Unterberg |   |
|   |                                                                            |   |   |
|   | **THOMAS I. UNTERBERG TTEE, FBO  ELLEN U. CELLI FAMILY TRUST U/A/D  3/25/93**   |
|   |                                                                            |   |   |
|   | By:                                                                             | /s/ Thomas  Unterberg |   |
|   |                                                                            | Thomas I.  Unterberg |   |
|   |                                                                            |   |   |
|   | **C.E. UNTERBERG, TOWBIN**                                                      |
|   |                                                                            |   |   |
|   | By:                                                                             | /s/ Thomas  Unterberg |   |
|   |                                                                            |   |   |
|   |                                                                            | /s/ Thomas  Unterberg |   |
|   |                                                                            | Thomas I.  Unterberg |   |
|   |                                                                            |   |   |
|   |                                                                            | Ellen  Unterberg Celli |   |
|   | By:                                                                             | /s/ Mark  Hadlock |   |
|   |                                                                            |   |   |
|   |                                                                            | Emily  Unterberg Satloff |   |
|   | By:                                                                             | /s/ Mark  Hadlock |   |

 

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|   |                                                                                                         | /s/ John  Gutfreund |   |
|--------|--------------------------------------------------------------------------------------------------------------|---------------------|--------|
|   |                                                                                                         | John  Gutfreund     |   |
|   |                                                                                                         |                |   |
|   | **US BANCORP PIPER JAFFRAY AS  CUSTODIAN FBO RICHARD C. PERKINS  IRA**                                       |
|   |                                                                                                         |                |   |
|   | **ALICE ANN CORPORATION**                                                                                    |
|   |                                                                                                         |                |   |
|   | **ROBERT G. ALLISON**                                                                                        |
|   |                                                                                                         |
|   | **US BANCORP PIPER JAFFRAY AS  CUSTODIAN FBO ANCHOR SCIENTIFIC  INC. SPN/PRO**                               |
|   |                                                                                                         |                |
|   | **GARY A. BERGREN**                                                                                          |                |
|   |                                                                                                         |                |
|   | **DAVID C. AND CAROLE A. BROWN TTEES  FBO DAVID C. AND CAROLE A. BROWN  REVOCABLE TRUST U/A DATED 10/23/97** |
|   |                                                                                                         |                |
|   | **US BANCORP PIPER JAFFRAY AS  CUSTODIAN FBO CRAIG L. CAMPBELL  IRA ROLLOVER**                               |
|   |                                                                                                         |                |
|   | **US BANCORP PIPER JAFFRAY AS  CUSTODIAN FBO ROBERT H. CLAYBURGH  IRA ROLLOVER**                             |
|   |                                                                                                         |                |
|   | **US BANCORP AS CUSTODIAN FBO  BRADLEY A. ERICKSON IRA ROLLOVER**                                            |
|   |                                                                                                         |                |
|   | **THOMAS J. FRANTA**                                                                                         |                |
|   |                                                                                                         |                |
|   | **MICHAEL P. GARRETT SPECIAL  ACCOUNT**                                                                      |
|   |                                                                                                         |                |
|   | **US BANCORP PIPER JAFFRAY AS  CUSTODIAN FBO FRED T. GERBIG IRA**                                            |
|   |                                                                                                         |                |
|   | **US BANCORP PIPER JAFFRAY AS  CUSTODIAN FBO J. RICHARD GILLILAND  IRA**                                     |
|   |                                                                                                         |                |
|   | **DENNIS D. GONYEA**                                                                                         |                |

 

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|   | **JERRY & CATHERINE HERMANN JT WROS**                                                                         |
|--------|-------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                              |   |
|   | **DOROTHY J. HOEL**                                                                                               |   |
|   |                                                                                                              |   |
|   | **RAYMOND R. JOHNSON**                                                                                            |   |
|   |                                                                                                              |
|   | **US BANCORP PIPER JAFFRAY AS  CUSTODIAN FBO RICHARD A. JUSTMAN  SEP/IRA**                                        |
|   |                                                                                                              |   |
|   | **ELIZABETH J. KUEHNE**                                                                                           |   |
|   |                                                                                                              |   |
|   | **ROBERT L. KUNZ, JR TTEE FBO ROBERT  L. KUNZ, JR. TRUST U/A DATED 1/21/94**                                      |
|   |                                                                                                              |
|   | **US BANCORP PIPER JAFFRAY AS  CUSTODIAN FBO DAN L. LASTAVICH IRA**                                               |
|   |                                                                                                              |   |
|   | **US BANCORP PIPER JAFFRAY AS  CUSTODIAN FBO CHARLES W. PAPPAS  IRA**                                             |
|   |                                                                                                              |   |
|   | **US BANCORP PIPER JAFFRAY AS  CUSTODIAN FBO JOHN T. POTTER IRA**                                                 |
|   |                                                                                                              |   |
|   | **ALAN R. RECKNER**                                                                                               |   |
|   |                                                                                                              |   |
|   | **CAROLYN SALON**                                                                                                 |   |
|   |                                                                                                              |   |
|   | **JOEL A. SALON**                                                                                                 |   |
|   |                                                                                                              |   |
|   | **CHARLES J. SCHOEN**                                                                                             |   |
|   |                                                                                                              |   |
|   | **US BANCORP PIPER JAFFRAY AS  CUSTODIAN FBO DAVID SCHWARTZMAN  IRA**                                             |
|   |                                                                                                              |
|   | **DR. PAUL C. SEEL & NANCY S. SEEL  JT/WROS**                                                                 |
|   |                                                                                                              |
|   | **STEPHEN P. VERTIN**                                                                                             |   |
|   |                                                                                                              |   |
|   | **CEDRIC A. & MARGARET E. VEUM TTEES  FBO CEDRIC A. & MARGARET E. VEUM  LIVING TRUST U/A/ DATED 6/20/96** |
|   |                                                                                                              |   |
|   | **US BANCORP PIPER JAFFRAY AS**                                                                                   |

 

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|   | **CUSTODIAN FBO VEUM VETERINARIANS,**     |
|--------|-------------------------------------------|
|   | **LTD. SPN/PEN**                          |   |
|   |                                      |   |
|   | **LUKE W. VIDOR**                         |   |
|   |                                      |   |
|   | **DONALD O. & JANET M. VOIGHT TTEES** |
|   | **FBO JANET M. VOIGHT TRUST U/A DATED**   |
|   | **8/29/96**                               |   |
|   |                                      |   |
|   | **US BANCORP PIPER JAFFRAY AS**           |
|   | **CUSTODIAN FBO JAMES B. WALLACE**        |
|   | **SPN/PRO**                               |   |
|   |                                      |   |
|   | **DAVID M. WESTRUM TTEE FBO DAVID W.**    |
|   | **WESTRUM REVOCABLE LIVING TRUST**        |
|   | **U/A DATED 6/1/97**                      |   |
|   |                                      |   |
|   | **US BANCORP PIPER JAFFRAY AS**           |
|   | **CUSTODIAN FBO MICHAEL R. WILCOX**       |
|   | **IRA ROLLOVER**                          |   |
|   |                                      |   |
|   | **SCOTT E. & MARY T. STRICKLAND,**    |
|   | **JT/WROS**                               |   |
|   |                                      |   |
|   | **US BANCORP PIPER JAFFRAY AS**           |
|   | **CUSTODIAN FBO WILLIAM H. BAXTER**       |
|   | **IRA**                                   |   |
|   |                                      |   |
|   | **WILLIAM H. BAXTER TTEE FBO WILLIAM**    |
|   | **H. BAXTER REVOCABLE TRUST U/A**         |
|   | **DATED 7/3/96**                          |   |
|   |                                      |   |
|   | By:                                       | /s/ Richard  C. Perkins, Jr. |   |
|   |                                      | Perkins  Capital Management, Inc. |   |
|   |                                      | Attorney-In-Fact |   |
|   |                                      | By Richard  C. Perkins |   |
|   |                                      | Vice  President |   |

 

10

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