**EXHIBIT 10.9**

 

LVAdministrative Services, Inc.

c/oValens Capital Management, LLC

335Madison Avenue, 10th Floor

NewYork, NY 10017

 

July 31, 2008

 

**Micro Component Technology, Inc.**

2340 West County Road C

St. Paul, Minnesota55113-2528

Attn:  Chief Financial Officer

 

Re:          Restricted Account: Account Number,

Account Name: MicroComponent Technology, Inc., maintained at Capital One, N.A. (the “RestrictedAccount”).

 

Reference is made to (i) thatcertain Securities Purchase Agreement, dated as of July 31, 2008 (asamended, modified or supplemented from time to time, the “Purchase Agreement”),by and between Micro Component Technology, Inc., a Minnesota corporation(the “Company”), the purchasers from time to time party thereto (collectively,the “Purchasers”) and LV Administrative Services, Inc. (the “Agent” andcollectively with the Purchasers, the “Creditor Parties”) and (ii) thatcertain Restricted Account Agreement, dated as of July 31, 2008 (asamended, modified or supplemented from time to time, the “Restricted AccountAgreement”), by and among the Company, Creditor Parties and Capital One, N.A.(the “Bank”).  Capitalized terms used butnot defined herein shall have the meanings ascribed them in the PurchaseAgreement or the Restricted Account Agreement, as applicable.

 

The Company has agreed todeposit $2,303,500.00 in the Restricted Account, and, subject to the provisionsof this letter, the Purchase Agreement and any Related Agreement, maintain suchamount (less permitted releases approved by Purchaser) in the RestrictedAccount for as long as the Purchaser shall have any obligations outstandingunder the Note and to assign the Restricted Account to the Agent for thebenefit of the Purchaser as security for the performance of the Company’sobligations to the Creditor Parties.

 

TheCompany may request from time to time that the Purchaser direct the Bank torelease all or any portion of the amounts contained in the RestrictedAccount.   Such a release referred to inthe immediately preceding sentence shall be subject (in all respects) to theAgent’s evaluation of all factors that it considers (in its sole discretion)relevant at the time of such requested release, including in its determination,whether or not an event of default exists at the time of the request, as wellas an evaluation of the overall performance (financial or otherwise) of theCompany and its Subsidiaries as compared to budgets and projections provided bythe Company and its Subsidiaries to the Purchaser as of the date hereof.  Subject to the foregoing, the Agent shall notbe under any obligation to release any amount pursuant to this paragraph andthe release of such amounts shall be in the Agent’s sole and absolutediscretion.

 

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Thisletter may not be amended or waived except by an instrument in writing signedby the Company and the Purchaser.  Thisletter may be executed in any number of counterparts, each of which shall be anoriginal and all of which, when taken together, shall constitute oneagreement.  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 allprior communications, written or oral, with respect to the matters herein.

 

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

 
|   | Signed,                               |
|--------|---------------------------------------|
|   |                                  |
|   | **LV ADMINISTRATIVE SERVICES,  INC.** |
|   |                                  |
|   |                                  |
|   | By:                                   |   |
|   | Name:                                 |   |
|   | Title:                                |   |
|        |                                       |  |  |

 

Agreed and Accepted this31st day of July, 2008.

 

**MICROCOMPONENT TECHNOLOGY, INC.**

 
| By:    |                    |   |
|--------|-------------------------|--------|
| Name:  | Roger E. Gower          |   |
| Title: | Chief Executive Officer |   |
|        |                         |        |  |

 

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