## **EXHIBIT 10.8**

##  

**RESTRICTED ACCOUNT AGREEMENT**

** **

This Restricted AccountAgreement (this “Agreement”) is entered into this 31st day of July 2008,by and among CAPITAL ONE, N.A., a National Association operating under the lawsof the United States with offices at 404 5th Ave, NYC, New York10018 (together with its successors and assigns, the “Bank”), MICROCOMPONENT TECHNOLOGY, INC., a Minnesota corporation with offices at 2340 WestCounty Road C, St. Paul, Minnesota 55113-2528 (together with its successors andassigns, the “Company”), and LV ADMINISTRATIVE SERVICES, INC., a Delawarecorporation as administrative and collateral agent for each lender (“Lenders”)under the Securities Purchase Agreement dated as of July 31, 2008 by andamong, LV, the lenders party thereto from time to time (collectively, withtheir respective successors and assigns, “LV”), and the Company (as amended,modified or supplemented from time to time, the “Purchase Agreement”. Unless otherwise defined herein, capitalized terms used herein shall have themeaning provided such terms in the Purchase Agreement referred to below.

 

WHEREAS, Lenders haveprovided financing to the Company, which financing is evidenced by a PurchaseAgreement and the Related Agreements referred to therein;

 

WHEREAS, the Company and LVhave retained the Bank to provide certain services with respect to theRestricted Account (as defined below); and

 

WHERERAS, the Company and LVhave agreed that an amount of cash equal to $2,303,500.00 shall be deposited byLenders on behalf of the Company by wire transfer of immediately availablefunds into the Restricted Account, which cash shall be held by the Bank for thebenefit of LV, as security for the Company’s and its Subsidiaries’ obligationsunder the Purchase Agreement and the Related Agreements.  For the purposes of this Agreement, the “RestrictedAccount” shall mean that certain deposit account (as defined in Section 9-102of the Uniform Commercial Code as in effect in the State of New York on thedate hereof) described on Exhibit B hereto, which Restricted Account shallbe maintained at the Bank and shall be in the sole dominion and control of LV;

 

NOW THEREFORE, inconsideration of the mutual promises contained herein and for other good andvaluable consideration the sufficiency of which is hereby acknowledged, theparties hereto agree as follows:

 

1.             The Bank ishereby authorized to accept for deposit into the Restricted Account the sum of$2,303,500.00.  The Bank hereby agrees tohold any and all monies, and other amounts from time to time on deposit and/orheld in the Restricted Account for the benefit of LV and the Company and shallnot release any monies held in the Restricted Account until such time as theBank shall have received a notice from LV substantially in the form attachedhereto as Exhibit A (a “Release Notice”). Following the receipt of a Release Notice from LV, the Bank agrees topromptly disburse the amount of cash referred to in such Release Notice to suchaccount or accounts as LV has 

 

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indicated in the ReleaseNotice.  The Bank hereby agrees that itwill only comply with written instructions originated by LV directingdisposition of funds in the Restricted Account. The Company hereby irrevocably authorizes the Bank to comply with anyand all instructions given to the Bank by LV with respect to the RestrictedAccount without further consent by the Company. The Bank, the Company and LV agree that the Restricted Account is in LV’ssole dominion and control.

 

2.             Each of theCompany, LV and the Bank hereby agrees that the Restricted Account shall not beclosed, and the account name and account number in respect thereof shall not bechanged, in any case, without the consent of the LV, except as specifically providedfor in Section 9 below.

 

3.             The Bank herebysubordinates any claims and security interests it may have against, or withrespect to, the Restricted Account (including any amounts from time to time ondeposit therein) to the security interests of LV therein, and agrees that noamounts shall be charged by it to, or withheld or set-off or otherwise recoupedby it from, the Restricted Account or any amounts from time to time on deposittherein; provided that, in connection with all service charges and any othercharges which the Bank is entitled to receive in connection with the servicingand maintaining of the Restricted Account (such charges, collectively, the “Charges”),each of the Company, LV and the Bank hereby agrees that the Bank will collectsuch Charges in the following manner: (i) first, the Bank will chargeother deposit accounts maintained by the Company with the Bank, (ii) second,in the event that there are insufficient collected funds in such other depositaccounts to pay such Charges, the Bank will promptly notify the Company and LVwith respect to same and, within seven (7) business days of the Company’sreceipt of such notice, the Company shall pay to the Bank the full amount ofsuch Charges then due, and (iii) third, if the Company fails to pay to theBank such Charges then due within the time period set forth in the precedingclause (ii), the Bank will promptly provide a written notice to LV of suchoccurrence and, in such case, the Bank is hereby authorized, following a periodof five (5) business days after the receipt of such written notice by LV,to deduct such Charges then due from the Restricted Account, unless, duringsuch five (5) business day period, LV pays the amount of any such Chargesthen due to the Bank from its own account. Except for the payment of the Charges as set forth in the immediatelypreceding proviso, the Bank agrees that it shall not offset, deduct or claimagainst the Restricted Account unless and until LV has notified the Bank inwriting that all of the Company’s obligations under the Purchase Agreement andthe Related Agreements have been performed.

 

4.             The Company andthe Bank agree that the maintenance by the Bank of the Restricted Account shallbe as agent for LV.  The Bank shall beresponsible for the performance of only such duties as are set forthherein.  The Bank’s duties hereunder,however, are merely ministerial, and the Bank shall have no liability orobligation to the Company or LV or to any other person for any act or omissionof the Bank in connection with the performance of the Bank’s duties inservicing and/or maintaining the Restricted Account, except for acts of grossnegligence or willful misconduct by Bank. IN NO EVENT, HOWEVER, SHALL THE BANK HAVE ANY RESPONSIBILITY FOR 

 

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CONSEQUENTIAL, INDIRECT,SPECIAL OR EXEMPLARY DAMAGES OR LOST PROFITS, WHETHER OR NOT IT HAS NOTICETHEREOF, AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION UPON WHICHTHE CLAIM IS ASSERTED, NOR SHALL IT HAVE ANY RESPONSIBILITY OR LIABILITY FORTHE VALIDITY OR ENFORCEABILITY OF ANY SECURITY INTEREST OR OTHER INTEREST OF LVOR THE COMPANY IN THE RESTRICTED ACCOUNT. In furtherance of and without limiting the foregoing, the Company and LVagree that the Bank shall not be liable for any damage or loss to them for anydelay or failure of performance arising out of the acts or omissions of anythird parties, including, but not limited to, various communication services,courier services, the Federal Reserve system, any other bank or any third partywho may be affected by funds transactions, fire, mechanical, computer orelectrical failures or other unforeseen contingencies, strikes or any similaror dissimilar cause beyond the reasonable control of the Bank. This paragraphshall survive the termination of this Agreement.

 

5.             Except wherethe Bank has been grossly negligent or has acted in bad faith, each of LV andthe Company and their respective successors and assigns will release the Bankfrom and shall indemnify and hold the Bank harmless from and against any andall losses, claims, damages, liabilities, costs and expenses (including,without limitation, reasonable counsel fees, whether arising in an action orproceeding among the parties hereto or otherwise, without regard to the meritor lack of merit thereof) to which the Bank may become subject, or which it maysuffer or incur, arising out of or based upon this Agreement or the actionscontemplated hereby.  This paragraph shallsurvive termination of this Agreement.

 

6.             The Bank shallbe fully protected in acting on any order or direction by LV respecting theitems received by the Bank or the monies or other items in the RestrictedAccount without making any independent inquiry whatsoever as to LV’s rights orauthority to give such order or direction or as to the application of anypayments made pursuant thereto.

 

7.             Nothing in thisAgreement shall be deemed to prohibit the Bank from complying with itscustomary procedures in the event that it is served with any legal process withrespect to the Restricted Account.

 

8.             The rights andpowers granted in this to LV have been granted in order to protect and furtherperfect its security interests in the Restricted Account (including any amountsfrom time to time on deposit therein) and are powers coupled with an interestand will be affected neither by any purported revocation by the Company of thisAgreement or the rights granted to LV hereunder or by the bankruptcy,insolvency, conservatorship or receivership of the Company or the Bank or bythe lapse of time.

 

9.             This Agreementmay not be amended or waived except by an instrument in writing signed by eachof the parties hereto.  This Agreementmay be terminated by the Bank upon giving the Company and LV thirty (30) days priorwritten notice.  LV shall designate asuccessor bank on or prior to the effective date of such termination and the 

 

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Bank shall deliver thebalance in the Restricted Account to such successor bank.   Any notice required to be given hereundermay be given, and shall be deemed given when delivered, via telefax, U.S. mailreturn receipt requested or nationally recognized overnight courier to each ofthe parties at the address set forth above. This Agreement may be executed in any number of counterparts, each ofwhich shall be an original and all of which, when taken together, shallconstitute one agreement.  Delivery of anexecuted signature page of this Agreement by facsimile transmission shallbe effective as delivery of a manually executed counterpart hereof or thereof,as the case may be.  This Agreement shallbe governed by, and construed in accordance with, the laws of the State of NewYork, without regard to its conflict of laws principles.  This Agreement sets forth the entireagreement between the parties hereto as to the matters set forth herein andsupersede all prior communications, written or oral, with respect to thematters herein.  EACH OF THE PARTIES HERETOHEREBY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION,SUIT OR PROCEEDING ARISING OUT OF OR CONTEMPLATED BY THIS AGREEMENT.  THE BANK, THE COMPANY AND LV EACH HEREBYSUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTSLOCATED IN THE COUNTY OF NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TOTHIS AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY.

 

*              *              *              *

 

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Agreed and accepted this 31stday of July 2008.

 
|   | CAPITAL ONE, N.A.                 |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               |   |
|   | Name:                             |
|   | Title:                            |
|   |                              |   |
|   | LV ADMINISTRATIVE  SERVICES, INC. |
|   |                              |   |
|   |                              |   |
|   | By:                               |   |
|   | Name:                             |
|   | Title:                            |
|   |                              |   |
|   | MICRO COMPONENT  TECHNOLOGY, INC. |
|   |                              |   |
|   |                              |   |
|   | By:                               |   |
|   | Name: Roger E. Gower              |
|   | Title: Chief Executive  Officer   |

 

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**EXHIBIT A**

** **

**RELEASE NOTICE**

** **
| To:    |   | Capital One, N.A.                                   |
|--------|--------|-----------------------------------------------------|
|   |   | 404 Fifth Ave., Suite 1                        |
|   |   | New York, NY 10018                                  |
|   |   |                                                |
| Re:    |   | Account Name: Micro Component Technology, Inc. |
|   |   |                                                |
|   |   | Account Number:                                     |

 

Reference is made to thatcertain Restricted Account Agreement, dated as of July 31, 2008 (the “RestrictedAccount Agreement”), among Capital One, N.A. (the “Bank”), Micro ComponentTechnology, Inc. (the “Company”), and LV Administrative Services, Inc.(“LV”).

 

This is to notify you thatLV authorizes the release of$                          (the “Release Amount”) from the account referenced above in accordance with theterms of the Restricted Account Agreement. Within one business day following the receipt of this Release Notice,the Bank hereby agrees to wire the Release Amount (or, in the event that theamount in the Restricted Account is less than the Release Amount, such lesseramount) to the following account in accordance with the wire instructions setforth below:

 

**[InsertWire Instructions]**

 

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

 

Agreedand accepted this      day of                      2008.

 

CAPITALONE, N.A.
|   |   |   |
|--------|--------|--------|
| By:    |   |   |
| Name:  |   |
| Title: |   |
|        |        |        |  |

 

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**EXHIBIT B**

** **

RestrictedAccount

 
| · |   | Bank:                |   | Capital One, N.A.                     |
|--------|--------|----------------------|--------|---------------------------------------|
|   |   |                 |   |                                  |
| · |   | Bank Routing Number: |   |                                  |
|   |   |                 |   |                                  |
|   |   | Account Name:        |   | Micro Component Technology, Inc. |
|   |   |                 |   |                                  |
|   |   | Account #:           |   |                                  |

 

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