**EXHIBIT 10.3**

 

**MICRO COMPONENT TECHNOLOGY, INC**

**CONSULTING AGREEMENT**

 

THIS CONSULTING AGREEMENT(the “Agreement”) is made and entered into as of 4th of June, 2008  (“Effective Date”), between IT Carrier, Inc.(the “Consultant”) and Micro Component Technology, Inc. (the “Company”).

 

WHEREAS, the Companydesires consulting and similar services relating to the Company’s business; and

 

WHEREAS, the Consultantdesires to contract with the Company to perform such services;

 

NOW, THEREFORE, inconsideration of the mutual covenants hereinafter recited, the sufficiency ofwhich is hereby acknowledged, the parties agree as follows:

 

1.             Services and Payment. Consultant agrees toundertake and complete the Services (as defined in Exhibit A) inaccordance with and on the schedule specified in Exhibit A. As the onlyconsideration due Consultant regarding the subject matter of this Agreement,Company will pay Consultant in accordance with Exhibit A.

 

The Company herebyacknowledges and recognizes that the Consultant has other business interestsand may continue to have such business interests concurrently with theperformance of this Agreement, only if the other business interests are not indirect competition or in conflict with the Company business interests.

 

2.             Confidentiality. The Consultant acknowledges thatConfidential Information is of great value to the Company. Accordingly, theConsultant agrees not to divulge to anyone, either during or after the term ofthis Agreement, any Confidential Information obtained or developed by theConsultant during the term of this Agreement. Upon the expiration ortermination of this Agreement, the Consultant agrees to deliver to the Companyall documents, papers, drawings, tabulations, reports and similar documentationwhich are furnished by the Company to the Consultant or which were prepared bythe Consultant in performance of the Services for the Company. Upon theexpiration or termination of this Agreement, the Consultant agrees to make nofurther use or utilization of any Confidential Information.

 

3.             Definitions. As used in this Agreement

 

***“Confidential Information”*** means information of the Company or anyperson or business entity directly or indirectly controlled by or controllingthe Company, or in which any of the aforesaid have at least a 50% interest,which information is or has been disclosed to the Consultant or known to theConsultant as a consequence of or through the performance of Services for theCompany, whether or not related to his duties for the Company, including, butnot limited to, information relating to finances, operations, customers,suppliers, products, services, inventions, original works of authorship,disclosures, processes, systems, methods, formulas, trade secrets, 

 

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procedures, concepts,algorithms, software, compositions, techniques, drawings, specifications,models, data, source code, object code, documentation, diagrams, flow charts,research procedures or information of similar nature.

 

4.             Warranty. Consultant warrants that: (i) theServices will be performed in a professional and workmanlike manner and thatnone of such Services or any part of this Agreement is or will be inconsistentwith any obligation Consultant may have to others; (ii) all work underthis Agreement shall be Consultant’s original work and none of the Services orInventions or any development, use, production, distribution or exploitationthereof will infringe, misappropriate or violate any intellectual property orother right of any person or entity (including, without limitation,Consultant); and, (iii) Consultant has the full right to allow it toprovide the Company with the assignments and rights provided for herein.

 

5.             Term and Termination. This agreement shall be fora period of 1 year and shall be renewable on an annual basis negotiated by bothparties.

 

If either partymaterially breaches a material provision of this Agreement, the other party mayterminate this Agreement upon 15 days’ notice unless the breach is cured withinthe notice period. The Company also may terminate this Agreement at any time,with or without cause, upon 60 days’ notice, but, if (and only if) withoutcause, Company shall upon termination pay Consultant all unpaid amounts due forServices completed prior to termination. Sections 2  through 10 of this Agreement and any remediesfor breach of this Agreement shall survive any termination or expiration.Company may communicate such obligations to any other (or potential) client oremployer of Consultant.

 

6.             Relationship of the Parties. Notwithstanding anyprovision hereof, for all purposes of this Agreement each party shall be andact as an independent contractor and not as partner, joint venture, or agent ofthe other and shall not bind nor attempt to bind the other to any contract.Consultant is an independent contractor and is solely responsible for alltaxes, withholdings, and other statutory or contractual obligations of anysort, including, but not limited to, Workers’ Compensation Insurance; andConsultant agrees to defend, indemnify and hold Company harmless from any andall claims, damages, liability, attorneys’ fees and expenses on account of (i) analleged failure by Consultant to satisfy any such obligations or any otherobligation (under this Agreement or otherwise) or (ii) any other action orinaction of Consultant. If Consultant is a corporation, it will ensure that itsemployees and agents are bound in writing to Consultant’s obligations underthis Agreement.

 

7.             Assignment. This Agreement and the servicescontemplated hereunder are personal to Consultant and Consultant shall not havethe right or ability to assign, transfer, or subcontract any obligations underthis Agreement without the written consent of Company. Any attempt to do soshall be void.

 

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8.             Notices. All notices under this Agreement shallbe in writing, and shall be deemed given when personally delivered, or threedays after being sent by prepaid certified or registered U.S. mail to theaddress of the party as first set forth above.

 

9.             Miscellaneous. Any breach of Section 2 or 3will cause irreparable harm to Company for which damages would not be aadequate remedy, and, therefore, Company will be entitled to injunctive reliefwith respect thereto in addition to any other remedies. The failure of eitherparty to enforce its rights under this Agreement at any time for any periodshall not be construed as a waiver of such rights. This Agreement contains allof the terms and conditions agreed upon by the parties relating to the subjectmatter hereof and supersedes any and all prior and contemporaneous agreements,negotiations, correspondence, understandings and communications of the parties,whether oral or written, respecting the subject matter hereof. No changes ormodifications or waivers to this Agreement will be effective unless in writingand signed by both parties. In the event that any provision of this Agreementshall be determined to be illegal or unenforceable, that provision will belimited or eliminated to the minimum extent necessary so that this Agreementshall otherwise remain in full force and effect and enforceable. This Agreementshall be governed by and construed in accordance with the laws of the State ofMinnesota without regard to the conflicts of laws provisions thereof. In anyaction or proceeding to enforce rights under this Agreement, the prevailingparty will be entitled to recover costs and attorneys fees. Headings herein arefor convenience of reference only and shall in no way affect interpretation ofthe Agreement.  Effectivity of thisagreement is subject to approval of the Company’s Board of Directors.

 

IN WITNESS WHEREOF, theparties hereto have executed this Agreement as of the date first written above.

 
| **Company:**    | **Micro  Component Technology, Inc.** |
|-----------------|--------------------------------------------|
|            |                                       |   |
|            | By:                                        |   /s/ Roger  E. Gower |
|            |                                       |   |
|            | Name:                                      | Roger Gower |   |
|            | Title:                                     | CEO |   |
|            |                                       |   |
|            | Address:                                   | 2340 West County Road C |
|            |                                       | St. Paul, MN 55113 |
|            |                                       |   |
| **Consultant:** | **IT  Carrier, Inc.**                 |   |
|            |                                       |   |
|            | By:                                        |   /s/ Sang  Hoon Kim |
|            |                                       |   |
|            | Name:                                      | Sang Hoon Kim |   |
|            | Title:                                     | President |   |
|            |                                       |   |
|            | Address:                                   | #501 Lordland EZ Tower |
|            |                                       | 153 Gumi-dong, Bungang-gu |
|            |                                       | Seongnam-si,  Gyeonggi-do, Korea |
|                 |                                            |  |  |  |  |  |  |

 

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Exhibit A

 

Description of Services:

 

Consultant shallrepresent the Company on all activities associated within China, Japan, Koreaand Taiwan. The consultants will carry the Company business cards and Sang HoonKim (“SH Kim”) will be assigned the title of Managing Director of North EastAsia Operations The IT Carrier office will be identified as a NE Asia Regionaloffice for the Company.

 

IT Carrier will beresponsible for activities within North East Asia Operations and include:

 

·                  Represent interests of Micro ComponentTechnology, Inc.

·                  Sales, Business and Strategic issues withcustomers and partners, including account management.

·                  Support in coordination of technicalprograms and contracts

(Operations, presentlylocated at ST Micro in Shenzhen China and expected successful salesnegotiations in progress at ASE Taiwan for the next 120 days, are excluded)

 

Time contribution:

 

SH Kim will allocate 75%of the working hours on behalf of the Company each month.

 

Terms of Payment:

 

Monthly Retainer Fee:        $10,000/month

 

The fee will include dayto day normal expenses associated with representing Micro Component Technology, Inc.,including the normal operating costs of an office. Extraordinary expenses, suchas air travel, hotel and other major item costs will be reimbursed by MicroComponent Technology, Inc. with prior approval.

 

Stock Options

 

IT Carrier will receive amaximum total of 500K stock options (closing price at execution of agreement)for vesting upon the successful accomplishment of the following tasks:

 

·                  50,000 Shares upon sale of initialproduct (>$300,000 revenue) to each new account. (list of new accountslocated in North East Asia to be identified)

·                  50,000 Shares upon personal assistance(with LMWH Management Partners LLC) in the successful execution of eachStrategic Partnership agreement with a company operating in one of thefollowing countries: China, Japan, Korea and Taiwan, where the Company and thepartner would be engaged in cooperation of licensing, sales &marketing, manufacturing and equity investment.

 

The Option shall bedocumented in a separate Stock Option Agreement.

 

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