**EXHIBIT10.5**

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**STOCK PLEDGE AGREEMENT**

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This Stock PledgeAgreement (this “Agreement”), dated as of July 31, 2008 among LVADMINISTRATIVE SERVICES INC., as administrative and collateral agent for theCreditor Parties (as defined below) (the “Pledgee”), MICRO COMPONENTTECHNOLOGY, INC., a Minnesota company (the “Company”), and each of theother undersigned parties (the Company and each such other undersigned party, a“Pledgor” and collectively, the “Pledgors”).

 

BACKGROUND

 

The Company has enteredinto a Securities Purchase Agreement, dated as of the date hereof (as amended,modified, restated or supplemented from time to time, the “SecuritiesPurchase Agreement”), pursuant to which the Pledgee and the other CreditorParties (as defined in the Securities Purchase Agreement) party thereto provideor will provide certain financial accommodations to the Company and certainsubsidiaries of the Company.

 

In order to induce thePledgee and the other Creditor Parties to provide or continue to provide thefinancial accommodations described in the Securities Purchase Agreement, eachPledgor has agreed to pledge and grant a security interest in the collateraldescribed herein to the Pledgee on the terms and conditions set forth herein.

 

NOW, THEREFORE, inconsideration of the premises and for other good and valuable consideration thereceipt of which is hereby acknowledged, the parties hereto agree as follows:

 

# Defined Terms. All capitalized terms used herein which are not defined shall have themeanings given to them in the Securities Purchase Agreement.

#  

# Pledge and Grant ofSecurity Interest.  To secure the full and punctual payment andperformance of (the following clauses (a) and (b), collectively, the “Obligations”)(a) all obligations owing to Pledgee and the other Creditor Parties underthe Securities Purchase Agreement and the Related Agreements referred to in theSecurities Purchase Agreement (the Securities Purchase Agreement and theRelated Agreements, as each may be amended, restated, modified and/orsupplemented from time to time, collectively, the “Documents”) and (b) allother obligations and liabilities of each Pledgor to the Pledgee and the otherCreditor Parties whether now existing or hereafter arising, direct or indirect,liquidated or unliquidated, absolute or contingent, due or not due and whetherunder, pursuant to or evidenced by a note, agreement, guaranty, instrument orotherwise (in each case, irrespective of the genuineness, validity, regularityor enforceability of such Obligations, or of any instrument evidencing any ofthe Obligations or of any collateral therefor or of the existence or extent ofsuch collateral, and irrespective of the allowability, allowance ordisallowance of any or all of such in any case commenced by or against anyPledgor under Title 11, United States Code, including, without limitation,obligations of each Pledgor for post-petition interest, fees, costs and chargesthat would have accrued or been added to the Obligations but for thecommencement of such case), each Pledgor hereby pledges, assigns, 

 

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hypothecates, transfers and grants a security interest to the Pledgee,for the ratable benefit of the Creditor Parties, in all of the following (the “Collateral”):the shares of stock or other equity interests set forth on Schedule Aannexed hereto and expressly made a part hereof (together with any additionalshares of stock or other equity interests acquired by any Pledgor, the “PledgedStock”), the certificates representing the Pledged Stock and all dividends,cash, instruments and other property or proceeds from time to time received,receivable or otherwise distributed in respect of or in exchange for any or allof the Pledged Stock; all additional shares of stock or other equity interestsof any issuer (each, an “Issuer”) of the Pledged Stock from time to timeacquired by any Pledgor in any manner, including, without limitation, stockdividends or a distribution in connection with any increase or reduction ofcapital, reclassification, merger, consolidation, sale of assets, combinationof shares, stock split, spin-off or split-off (which shares shall be deemed tobe part of the Collateral), and the certificates representing such additionalshares, and all dividends, cash, instruments and other property or proceedsfrom time to time received, receivable or otherwise distributed in respect ofor in exchange for any or all of such shares; and all options and rights,whether as an addition to, in substitution of or in exchange for any shares ofany Pledged Stock and all dividends, cash, instruments and other property orproceeds from time to time received, receivable or otherwise distributed inrespect of or in exchange for any or all such options and rights.

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# Delivery of Collateral.  All certificates representing or evidencingthe Pledged Stock shall be delivered to and held by or on behalf of Pledgeepursuant hereto and shall be accompanied by duly executed instruments oftransfer or assignments in blank, all in form and substance satisfactory to thePledgee.  Each Pledgor hereby authorizesthe Issuer upon demand by the Pledgee to deliver any certificates, instrumentsor other distributions issued in connection with the Collateral directly to thePledgee, in each case to be held by the Pledgee, subject to the termshereof.  Upon the occurrence and duringthe continuance of an Event of Default (as defined below), the Pledgee shallhave the right, during such time in its discretion and without notice to thePledgor, to transfer to or to register in the name of the Pledgee or any of itsnominees any or all of the Pledged Stock. In addition, the Pledgee shall have the right at such time to exchangecertificates or instruments representing or evidencing Pledged Stock forcertificates or instruments of smaller or larger denominations.

#  

Representations and Warranties of each Pledgor.  Each Pledgor jointly and severally representsand warrants to the Pledgee (which representations and warranties shall bedeemed to continue to be made until all of the Obligations have been paid infull in cash and each Document and each agreement and instrument entered intoin connection therewith has been irrevocably terminated) that: the execution,delivery and performance by each Pledgor of this Agreement and the pledge ofthe Collateral hereunder do not and will not result in any violation of anyagreement, indenture, instrument, license, judgment, decree, order, law,statute, ordinance or other governmental rule or regulation applicable toany Pledgor; this Agreement constitutes the legal, valid, and bindingobligation of each Pledgor enforceable against each Pledgor in accordance withits terms; (i) all Pledged Stock owned by each Pledgor is set forth on ScheduleA hereto and (ii) each Pledgor is the direct and beneficial owner ofeach share of the Pledged Stock;

 

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all of the shares of the Pledged Stock have been duly authorized,validly issued and are fully paid and non-assessable; no consent or approval ofany person, corporation, governmental body, regulatory authority or otherentity, is or will be necessary for (i) the execution, delivery andperformance of this Agreement, (ii) the exercise by the Pledgee of anyrights with respect to the Collateral or (iii) the pledge and assignmentof, and the grant of a security interest in, the Collateral hereunder; thereare no pending or, to the best of Pledgor’s knowledge, threatened actions orproceedings before any court, judicial body, administrative agency or arbitratorwhich may materially adversely affect the Collateral; each Pledgor has therequisite power and authority to enter into this Agreement and to pledge andassign the Collateral to the Pledgee, for the ratable benefit of the CreditorParties, in accordance with the terms of this Agreement; each Pledgor owns eachitem of the Collateral and, except for the pledge and security interest grantedto the Pledgee hereunder, the Collateral shall be, immediately following theclosing of the transactions contemplated by the Documents, free and clear ofany other security interest, mortgage, pledge, claim, lien, charge,hypothecation, assignment, offset or encumbrance whatsoever (collectively, “Liens”);there are no restrictions on transfer of the Pledged Stock contained in thecertificate of incorporation or by-laws (or equivalent organizationaldocuments) of the Issuer or otherwise which have not otherwise been enforceablyand legally waived by the necessary parties; none of the Pledged Stock has beenissued or transferred in violation of the securities registration, securitiesdisclosure or similar laws of any jurisdiction to which such issuance ortransfer may be subject; the pledge and assignment of the Collateral and thegrant of a security interest under this Agreement vest in the Pledgee, for theratable benefit of the Creditor Parties, all rights of each Pledgor in theCollateral as contemplated by this Agreement; and except as noted on ScheduleA, the Pledged Stock constitutes one hundred percent (100%) of the issued andoutstanding shares of capital stock of each Issuer.

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Covenants.  Each Pledgor jointly and severally covenantsthat, until the Obligations shall be indefeasibly satisfied in full in cash andeach Document and each agreement and instrument entered into in connectiontherewith is irrevocably terminated: No Pledgor will sell, assign, transfer,convey, or otherwise dispose of its rights in or to the Collateral or anyinterest therein; nor will any Pledgor create, incur or permit to exist anyLien whatsoever with respect to any of the Collateral or the proceeds thereofother than that created hereby. Each Pledgor will, at its expense, defend thePledgee’s right, title and security interest in and to the Collateral againstthe claims of any other party. Each Pledgor shall at any time, and from time totime, upon the written request of the Pledgee, execute and deliver such furtherdocuments and do such further acts and things as the Pledgee may reasonablyrequest in order to effectuate the purposes of this Agreement including, butwithout limitation, delivering to the Pledgee, upon the occurrence of an Eventof Default, irrevocable proxies in respect of the Collateral in formsatisfactory to the Pledgee.  Until receiptthereof, upon an Event of Default that has occurred and is continuing beyondany applicable grace period, this Agreement shall constitute the Pledgor’sproxy to the Pledgee or its nominee to vote all shares of Collateral thenregistered in each Pledgor’s name.

 

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No Pledgor will consent to or approve the issuance of (i) anyadditional shares of any class of capital stock or other equity interests ofthe Issuer; or (ii) any securities convertible either voluntarily by theholder thereof or automatically upon the occurrence or nonoccurrence of anyevent or condition into, or any securities exchangeable for, any such shares,unless, in either case, such shares are pledged as Collateral pursuant to thisAgreement. Each Pledgor agrees to execute and deliver to each Issuer that is alimited liability company or a limited partnership a control acknowledgment (“ControlAcknowledgement”) substantially in the form of Exhibit A hereto.  Each Pledgor shall cause each such Issuer toacknowledge in writing its receipt and acceptance thereof. Such ControlAcknowledgement shall instruct such Issuer to follow instructions from thePledgee without any Pledgor’s consultation or consent.

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# Voting Rights andDividends.  In addition to the Pledgee’s rights andremedies set forth in Section 8 hereof, in case an Event of Default shallhave occurred and be continuing, beyond any applicable cure period, the Pledgeeshall (i) be entitled to vote the Collateral, (ii) be entitled togive consents, waivers and ratifications in respect of the Collateral (eachPledgor hereby irrevocably constituting and appointing the Pledgee, with fullpower of substitution, the proxy and attorney-in-fact of each Pledgor for suchpurposes) and (iii) be entitled to collect and receive for its own usecash dividends paid on the Collateral. Unless and until there shall have occurred and be continuing an Event ofDefault, each Pledgor shall be permitted to exercise or refrain from exercisingany voting rights or other powers; provided that, in each case, no vote shallbe cast or any consent, waiver or ratification given or any action taken oromitted to be taken if, in the reasonable judgment of the Pledgee, such actionwould have a material adverse effect on the value of the Collateral or any partthereof; and, provided, further, that each Pledgor shall give atleast five (5) days’ written notice of the manner in which such Pledgorintends to exercise, or the reasons for refraining from exercising, any votingrights or other powers other than with respect to any election of directors andvoting with respect to any incidental matters. Following the occurrence of an Event of Default, all rights of eachPledgor to vote and to give consents, waivers and ratifications shall cease andall dividends and all other distributions in respect of any of the Collateral,shall be delivered to the Pledgee to hold as Collateral and shall, if receivedby any Pledgor, be received in trust for the benefit of the Pledgee, besegregated from the other property or funds of any other Pledgor, and beforthwith delivered to the Pledgee as Collateral in the same form as soreceived (with any necessary endorsement).

#  

Event of Default.  An “Event of Default” under thisAgreement shall occur upon the happening of any of the following events: An “Eventof Default” under any Document or any agreement or note related to anyDocument shall have occurred and be continuing beyond any applicable cureperiod; Any Pledgor shall default in the performance of any of its obligationsunder any Document, including, without limitation, this Agreement, and suchdefault shall not be cured during the cure period applicable thereto; Anyrepresentation or warranty of any Pledgor made herein, in any Document or inany agreement, statement or certificate given in writing pursuant hereto orthereto or in connection herewith or therewith shall be false or misleading inany material respect; Any portion of the Collateral is subjected to a levy ofexecution, attachment, distraint or other judicial process or any portion ofthe Collateral is the subject of a claim (other than by the Pledgee) of a Lienor other right or interest in or to the Collateral and such levy or claim shallnot 

 

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be cured, disputed or stayed within a period of fifteen (15) businessdays after the occurrence thereof; or Any Pledgor shall (i) apply for,consent to, or suffer to exist the appointment of, or the taking of possessionby, a receiver, custodian, trustee, liquidator or other fiduciary of itself orof all or a substantial part of its property, (ii) make a generalassignment for the benefit of creditors, (iii) commence a voluntary caseunder any state or federal bankruptcy laws (as now or hereafter in effect), (iv) beadjudicated a bankrupt or insolvent, (v) file a petition seeking to takeadvantage of any other law providing for the relief of debtors, (vi) acquiesceto, or fail to have dismissed, within thirty (30) days, any petition filedagainst it in any involuntary case under such bankruptcy laws, or (vii) takeany action for the purpose of effecting any of the foregoing.

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Remedies.  In case an Event of Default shall haveoccurred and is continuing, the Pledgee may: Transfer any or all of theCollateral into its name, or into the name of its nominee or nominees; Exerciseall corporate rights with respect to the Collateral including, withoutlimitation, all rights of conversion, exchange, subscription or any otherrights, privileges or options pertaining to any shares of the Collateral as ifit were the absolute owner thereof, including, but without limitation, theright to exchange, at its discretion, any or all of the Collateral upon themerger, consolidation, reorganization, recapitalization or other readjustmentof the Issuer thereof, or upon the exercise by the Issuer of any right,privilege or option pertaining to any of the Collateral, and, in connectiontherewith, to deposit and deliver any and all of the Collateral with anycommittee, depository, transfer agent, registrar or other designated agent uponsuch terms and conditions as it may determine, all without liability except toaccount for property actually received by it; and Subject to any requirement ofapplicable law, sell, assign and deliver the whole or, from time to time, anypart of the Collateral at the time held by the Pledgee, at any private sale orat public auction, with or without demand, advertisement or notice of the timeor place of sale or adjournment thereof or otherwise (all of which are herebywaived, except such notice as is required by applicable law and cannot bewaived), for cash or credit or for other property for immediate or futuredelivery, and for such price or prices and on such terms as the Pledgee in itssole discretion may determine, or as may be required by applicable law.

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Each Pledgor hereby waives and releases any and allright or equity of redemption, whether before or after sale hereunder.  At any such sale, unless prohibited byapplicable law, the Pledgee may bid for and purchase the whole or any part ofthe Collateral so sold free from any such right or equity of redemption.  All moneys received by the Pledgee hereunder,whether upon sale of the Collateral or any part thereof or otherwise, shall beheld by the Pledgee and applied by it as provided in Section 10hereof.  No failure or delay on the partof the Pledgee in exercising any rights hereunder shall operate as a waiver ofany such rights nor shall any single or partial exercise of any such rightspreclude any other or future exercise thereof or the exercise of any otherrights hereunder.  The Pledgee shall haveno duty as to the collection or protection of the Collateral or any incomethereon nor any duty as to preservation of any rights pertaining thereto,except to apply the funds in accordance with the requirements of Section 10hereof.  The Pledgee may exercise itsrights with respect to property held hereunder without resort to other securityfor or sources of reimbursement for the Obligations.  In addition to the foregoing, Pledgee shallhave all of the rights, remedies and privileges of a secured party under theUniform Commercial Code of New York (the “UCC”) regardless of thejurisdiction in which enforcement hereof is sought.

 

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# Private Sale. Each Pledgor recognizes that the Pledgee may be unable to effect (or todo so only after delay which would adversely affect the value that might berealized from the Collateral) a public sale of all or part of the Collateral byreason of certain prohibitions contained in the Securities Act, and may becompelled to resort to one or more private sales to a restricted group ofpurchasers who will be obliged to agree, among other things, to acquire suchCollateral for their own account, for investment and not with a view to thedistribution or resale thereof.  EachPledgor agrees that any such private sale may be at prices and on terms lessfavorable to the seller than if sold at public sales and that such privatesales shall be deemed to have been made in a commercially reasonablemanner.  Each Pledgor agrees that thePledgee has no obligation to delay sale of any Collateral for the period oftime necessary to permit the Issuer to register the Collateral for public saleunder the Securities Act.

#  

# Proceeds of Sale. The proceeds of any collection, recovery, receipt, appropriation,realization or sale of the Collateral shall be applied by the Pledgee asfollows:

#  

## First, to the payment ofall costs, reasonable expenses and charges of the Pledgee and to thereimbursement of the Pledgee for the prior payment of such costs, reasonableexpenses and charges incurred in connection with the care and safekeeping ofthe Collateral (including, without limitation, the reasonable expenses of anysale or any other disposition of any of the Collateral), attorneys’ fees andreasonable expenses, court costs, any other fees or expenses incurred orexpenditures or advances made by the Pledgee in the protection, enforcement orexercise of its rights, powers or remedies hereunder;

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Second, to the payment of the Obligations, in whole or in part, in suchorder as the Pledgee may elect, whether or not such Obligations are then due; Third,to such persons, firms, corporations or other entities as required byapplicable law including, without limitation, Section 9-615(a)(3) ofthe UCC; and Fourth, to the extent of any surplus to the Pledgors or as a courtof competent jurisdiction may direct.

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In the event that the proceeds of any collection,recovery, receipt, appropriation, realization or sale are insufficient tosatisfy the Obligations, each Pledgor shall be jointly and severally liable forthe deficiency plus the costs and fees of any attorneys employed by the Pledgeeto collect such deficiency.

 

# Waiver of Marshaling. Each Pledgor hereby waives any right to compel any marshaling of any ofthe Collateral.

#  

# No Waiver. Any and all of the Pledgee’s rights with respect to the Liens grantedunder this Agreement shall continue unimpaired, and Pledgor shall be and remainobligated in accordance with the terms hereof, notwithstanding (a) thebankruptcy, insolvency or reorganization of any Pledgor, (b) the releaseor substitution of any item of the Collateral at any time, or of any rights orinterests therein, or (c) any delay, extension of time, renewal,compromise or other indulgence granted by the Pledgee in reference to any ofthe Obligations.  Each Pledgor herebywaives all notice of any such delay, extension, release, substitution, renewal,compromise or other indulgence, and hereby consents to be bound hereby as fullyand effectively as if such Pledgor had expressly agreed thereto inadvance.  No delay or extension of timeby the Pledgee in exercising any power of sale, option or other right or remedyhereunder, and no failure by the Pledgee to give notice or make demand, shallconstitute a waiver thereof, or limit, impair or 

 

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# prejudice the Pledgee’sright to take any action against any Pledgor or to exercise any other power ofsale, option or any other right or remedy.

#  

# Expenses. The Collateral shall secure, and each Pledgor shall pay to the Pledgeeon demand, from time to time, all reasonable costs and expenses, (including butnot limited to, reasonable attorneys’ fees and costs, taxes, and all transfer,recording, filing and other charges) of, or incidental to, the custody, care,transfer, administration of the Collateral or any other collateral, or in anyway relating to the enforcement, protection or preservation of the rights orremedies of the Pledgee under this Agreement or with respect to any of theObligations.

#  

# The Pledgee AppointedAttorney-In-Fact and Performance by the Pledgee.  Upon theoccurrence of an Event of Default, each Pledgor hereby irrevocably constitutesand appoints the Pledgee as such Pledgor’s true and lawful attorney-in-fact,with full power of substitution, to execute, acknowledge and deliver anyinstruments and to do in such Pledgor’s name, place and stead, all such acts,things and deeds for and on behalf of and in the name of such Pledgor, whichsuch Pledgor could or might do or which the Pledgee may deem necessary,desirable or convenient to accomplish the purposes of this Agreement,including, without limitation, to execute such instruments of assignment ortransfer or orders and to register, convey or otherwise transfer title to theCollateral into the Pledgee’s name.  EachPledgor hereby ratifies and confirms all that said attorney-in-fact may so doand hereby declares this power of attorney to be coupled with an interest andirrevocable.  If any Pledgor fails toperform any agreement herein contained, the Pledgee may itself perform or causeperformance thereof, and any costs and expenses of the Pledgee incurred inconnection therewith shall be paid by the Pledgors as provided in Section 10hereof.

#  

# Recapture. Notwithstanding anything to the contrary in this Agreement, if thePledgee or any other Creditor Party receives any payment or payments on accountof the Obligations, which payment or payments or any part thereof aresubsequently invalidated, declared to be fraudulent or preferential, set asideand/or required to be repaid to a trustee, receiver, or any other party underthe United States Bankruptcy Code, as amended, or any other federal or state bankruptcy,reorganization, moratorium or insolvency law relating to or affecting theenforcement of creditors’ rights generally, common law or equitable doctrine,then to the extent of any sum not finally retained by the Pledgee or such otherCreditor Party, each Pledgor’s obligations to the Pledgee and the otherCreditor Parties shall be reinstated and this Agreement shall remain in fullforce and effect (or be reinstated) until payment shall have been made to thePledgee and the other Creditor Parties, which payment shall be due on demand.

#  

# Captions. All captions in this Agreement are included herein for convenience ofreference only and shall not constitute part of this Agreement for any otherpurpose.

#  

# Miscellaneous.  ThisAgreement constitutes the entire and final agreement among the parties withrespect to the subject matter hereof and may not be changed, terminated orotherwise varied except by a writing duly executed by the parties hereto. Nowaiver of any term or condition of this Agreement, whether by delay, omissionor otherwise, shall be effective unless in writing and signed by the partysought to be charged, and then such waiver shall be effective only in thespecific instance and for the purpose for which given. In the event that anyprovision of this Agreement or the application thereof to any Pledgor or anycircumstance in any jurisdiction governing this Agreement shall, to any extent,be invalid or unenforceable under any applicable statute, regulation, or rule oflaw, such provision shall be 

 

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## deemed inoperative to theextent that it may conflict therewith and shall be deemed modified to conformto such statute, regulation or rule of law, and the remainder of thisAgreement and the application of any such invalid or unenforceable provision toparties, jurisdictions, or circumstances other than to whom or to which it isheld invalid or unenforceable shall not be affected thereby, nor shall sameaffect the validity or enforceability of any other provision of this Agreement.

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## This Agreement shall bebinding upon each Pledgor, and each Pledgor’s successors and assigns, and shallinure to the benefit of the Pledgee and its successors and assigns for theratable benefit of the Creditor Parties.

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## Any notice or othercommunication required or permitted pursuant to this Agreement shall be givenin accordance with the Securities Purchase Agreement.

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## THIS AGREEMENT AND THEOTHER DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCEWITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE ANDPERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

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## EACH PLEDGOR HEREBYCONSENTS AND AGREES THAT THE STATE AND/OR FEDERAL COURTS LOCATED IN THE COUNTYOF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR ANDDETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY PLEDGOR, ON THE ONE HAND, AND THEPLEDGEE AND/OR ANY OTHER CREDITOR PARTY, ON THE OTHER HAND, PERTAINING TO THISAGREEMENT OR ANY OF THE OTHER DOCUMENTS OR TO ANY MATTER ARISING OUT OF ORRELATED TO THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS, PROVIDED, THATEACH PLEDGOR ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TOBE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEWYORK; AND FURTHERPROVIDED, THAT NOTHING IN THIS AGREEMENT SHALLBE DEEMED OR OPERATE TO PRECLUDE THE PLEDGEE OR ANY OTHER CREDITOR PARTY FROMBRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECTTHE INDEBTEDNESS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THEINDEBTEDNESS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THEPLEDGEE AND/OR ANY OTHER CREDITOR PARTY. EACH PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCHJURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACHPLEDGOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OFPERSONAL JURISDICTION, IMPROPER VENUE OR FORUMNONCONVENIENS.  EACH PLEDGOR HEREBY WAIVES PERSONAL SERVICEOF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED 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 PLEDGOR AT THE ADDRESSSET FORTH IN THE SECURITIES PURCHASE AGREEMENT AND THAT SERVICE SO MADE SHALLBE DEEMED COMPLETED UPON THE EARLIER OF SUCH PLEDGOR’S ACTUAL RECEIPT THEREOFOR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.

 

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## THE PARTIES HERETO DESIRETHAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION OFTHE BENEFITS OF THE JUDICIAL SYSTEM AND/OR OF ARBITRATION, THE PARTIES HERETOWAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TORESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEENTHE PLEDGEE AND/OR ANY OTHER CREDITOR PARTY, ON THE ONE HAND, AND/OR ANYPLEDGOR, ON THE OTHER HAND, ARISING OUT OF, CONNECTED WITH, RELATED ORINCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THISAGREEMENT, ANY OTHER DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.

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## It is understood andagreed that any person or entity that desires to become a Pledgor hereunder, oris required to execute a counterpart of this Agreement after the date hereofpursuant to the requirements of any Document, shall become a Pledgor hereunderby (x) executing a Joinder Agreement in form and substance satisfactory tothe Pledgee, (y) delivering supplements to such exhibits and annexes tosuch Documents as the Pledgee shall reasonably request and/or set forth in suchjoinder agreement and (z) taking all actions as specified in thisAgreement as would have been taken by such Pledgor had it been an originalparty to this Agreement, in each case with all documents required above to bedelivered to the Pledgee and with all documents and actions required above tobe taken to the reasonable satisfaction of the Pledgee.

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## This Agreement may beexecuted in one or more counterparts, each of which shall be deemed an originaland all of which when taken together shall constitute one and the sameagreement.  Any signature delivered by aparty by facsimile or electronic transmission shall be deemed an originalsignature hereto.

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[Remainderof Page Intentionally Left Blank]

 

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IN WITNESS WHEREOF, theparties have duly executed this Agreement as of the day and year first writtenabove.

 

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

 

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|   |                        | Facsimile:  (651) 697-4200              |
|--------|-----------------------------|----------------------------------------------|
|   |                        |
|   |                        |
|   | 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) 697-4200              |
|   |                        |
|   |                        |
|   | 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              |
|        |                             |                                              |  |  |  |  |

 

----

 
|   | 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 |
|   |                             |
|   |                             |
|   | LV ADMINISTRATIVE SERVICES INC., |
|   | as Agent                         |
|   |                             |
|   |                             |
|   | By:                              |   |
|   |                             | Name: |   |
|   |                             | Title: |   |
|        |                                  |  |  |  |  |  |

 

----

 

SCHEDULEA

 

PledgedStock

 
| **Pledgor**                            | ** ** | **Issuer**                    | ** ** | **Class of   Stock** | ** ** | **Stock  Certificate  Number** | ** ** | **Par Value** | ** ** | **Number of   Shares** | ** ** | **% of   outstanding   Shares** | ** ** |
|----------------------------------------|------------|-------------------------------|------------|---------------------------|------------|--------------------------------|------------|---------------|------------|------------------------|------------|---------------------------------|------------|
| Micro  Component Technology, Inc. |       | MCT  International, Inc. |       | Common Stock              |       | 2                              |       | $             | .01        |                   | 1,000      |                            | 100        | % |
| MCT  International,   Inc.        |       | MCT Asia   Pte. Ltd.          |       | Capital Stock             |       | 5-8                            |       | $             | 1.00       |                   | 2,587,255  |                            | 100        | % |
| MCT  International,   Inc.        |       | MCT Asia (Penang) Sdn.  Bhd.  |       | Common Stock              |       | Unknown                        |       | $             | 1.00       |                   | 25,000     |                            | 100        | % |
| MCT  International,   Inc.        |       | MCT Philippines               |       | Capital Stock             |       | Unknown                        |       | $             | Php100.00  |                   | 99,995     |                            | 95         | % |
| MCT  International,   Inc.        |       | Beijing MCT Co. Ltd.          |       | Interests                 |       | N/A                            |       | N/A           |       | 85% Interests          |       | 85                              | %          |
| MCT  International,   Inc.        |       | MCT (Hong Kong)               |       | Undesignated              |       | 7                              |       | $             | 1.00       |                   | 779,999    |                            | 99.9       | % |
| MCT  International,   Inc.        |       | Aseco (Malaysia) Sdn.  Bhd.   |       | Unknown                   |       | Unknown                        |       | Unknown       |       | Unknown                |       | 100                             | %          |

 

----

 

EXHIBITA

 

FORM OFCONTROL ACKNOWLEDGMENT

 

Reference is hereby madeto that certain Stock Pledge Agreement, dated as of July 31, 2008 (asamended, restated, modified and/or supplemented from time to time, the “PledgeAgreement”), between Micro Component Technologies, Inc. (the “Pledgor”),the member of                        ,a                      [limited liability company] [limited partnership] (the “Issuer”), and LVAdministrative Services Inc., as administrative and collateral agent for theCreditor Parties (as defined therein) (the “Agent”).  Capitalized terms used but not otherwisedefined herein shall have the meanings ascribed thereto in the PledgeAgreement.

 

The Issuer is herebyinstructed by the Pledgor that all of the Pledgor’s right, title and interestin and to all of the Pledgor’s rights in connection with any [membership][partnership] interests in the Issuer now and hereafter owned by the Pledgorare subject to a pledge and security interest in favor of the Agent, for theratable benefit of the Creditor Parties. The Pledgor hereby instructs the Issuer to act upon any instructiondelivered to it by the Agent with respect to the Collateral without seekingfurther instruction from the Pledgor, and, by its execution hereof,  the Issuer hereby agrees to do so.

 

The Issuer, by itswritten acknowledgment and acceptance hereof, hereby acknowledges receipt of acopy of the Pledge Agreement and agrees promptly to note on its books thesecurity interest granted under the Pledge Agreement.  The Issuer also waives any rights orrequirements at any time hereafter to receive a copy of the Pledge Agreement inconnection with the registration of any Collateral in the name of the Agent orits nominee or the exercise of voting rights by the Agent or its nominee.

 

[Remainderof this page intentionally left blank]

 

----

 

 

IN WITNESS WHEREOF, thePledgor has caused this Control Acknowledgment to be duly signed and deliveredby its officer duly authorized as of this           day of                      200    .

 

 
|   | [PLEDGOR] |
|--------|-----------|
|   |      |   |
|   |      |   |
|   | By:       |   |
|   |      | Name: |   |
|   |      | Title: |   |

 

Acknowledgedand accepted this             day of                    200    .

 

[ISSUER]
| By:    |       |
|--------|------------|
| Name:  |       |
| Title: | ** ** |

 

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