Exhibit 10.1


 


THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER
SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO MICRO COMPONENT TECHNOLOGY, INC. THAT SUCH
REGISTRATION IS NOT REQUIRED.


 


Right to Purchase up to 1,977,949 Shares of Common Stock of

Micro Component Technology, Inc.

(subject to adjustment as provided herein)


 


COMMON STOCK PURCHASE WARRANT


 


	
  No.                               

  	
   

  	
  Issue Date: December 6, 2007

  



 


MICRO
COMPONENT TECHNOLOGY, INC., a corporation organized under the laws of the State
of Minnesota (the “Company”),
hereby certifies that, for value received, LAURUS MASTER FUND, LTD., or assigns
(the “Holder”), is entitled,
subject to the terms set forth below, to purchase from the Company (as defined
herein) from and after the Issue Date of this Warrant and at any time or from
time to time before 5:00 p.m., New York time, through the close of
business November 30, 2017 (the “Expiration
Date”), up to 1,977,949 fully paid and nonassessable shares of
Common Stock (as hereinafter defined), $0.01 par value per share, at the
applicable Exercise Price per share (as defined below).  The number and character of such shares of
Common Stock and the applicable Exercise Price per share are subject to
adjustment as provided herein.


 


As
used herein the following terms, unless the context otherwise requires, have
the following respective meanings:


 


(a)           The term “Common Stock”
includes (i) the Company’s Common Stock, par value $0.01 per share; and (ii) any
other securities into which or for which any of the securities described in the
preceding clause (i) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.


 


(b)           The term “Company” shall
include Micro Component Technology, Inc. and any person or entity which
shall succeed, or assume the obligations of, Micro Component Technology, Inc.
hereunder.


 


(c)           The “Exercise Price”
applicable under this Warrant shall be $0.01 per share.


 


1

















 


(d)           The term “Other Securities”
refers to any stock (other than Common Stock) and other securities of the
Company or any other person (corporate or otherwise) which the holder of the
Warrant at any time shall be entitled to receive, or shall have received, on
the exercise of the Warrant, in lieu of or in addition to Common Stock, or
which at any time shall be issuable or shall have been issued in exchange for
or in replacement of Common Stock or Other Securities pursuant to Section 4
or otherwise.


 


1.             Exercise
of Warrant.


 


1.1          Number of Shares Issuable upon Exercise.


 


(a)           From and after the date
hereof through and including the Expiration Date, the Holder shall be entitled
to receive, upon exercise of this Warrant in whole or in part, by delivery of
an original or fax copy of an exercise notice in the form attached hereto as Exhibit A
(the “Exercise Notice”), shares of Common Stock of the Company, subject to
adjustment pursuant to Section 4.


 


(b)           Restrictions.  Notwithstanding anything to the contrary
contained herein, the Holder hereby agrees that, so long as no Event of Default
(as defined in any of (x) that certain Security and Purchase Agreement
dated as of February 17, 2006 among the Holder, the Company and various
subsidiaries of the Company, as amended, restated, modified and/or supplemented
from time to time, (y) that certain 10% Senior Subordinated Convertible
Note, dated February 17, 2004 issued by the Company to Amaranth Trading,
L.L.C. in the original principal amount of $1,229,919 and assigned to the
Holder pursuant to that certain Note Sale Agreement dated as of December 20,
2006 by and between Amaranth Trading L.L.C. and the Holder, as amended,
restated, modified and/or supplemented from time to time and/or (z) that
certain Secured Term Note, dated March 29, 2007, issued by the Company to
the Holder, as amended, restated, modified and/or supplemented from time to
time) has occurred and is continuing, (i) during the period on or after
the Issue Date and prior to the date that is January 1, 2009, it shall not
sell any Common Stock acquired upon exercise of this Warrant (such Common
Stock, “Exercised Common Stock”) and (ii at any time on or after January 1,
2009 the Holder shall not, on any trading day, be permitted to sell Exercised
Common Stock in excess of twenty percent (20%) of the aggregate number of
shares of the Common Stock traded on such trading day.


 


2

















 


1.2          Fair Market Value.  For purposes hereof, the “Fair Market Value”
of a share of Common Stock as of a particular date (the “Determination Date”)
shall mean:


 


(a)           If the Company’s Common
Stock is traded on the American Stock Exchange or another national exchange or
is quoted on the National or Capital Market of The Nasdaq Stock Market, Inc.
(“Nasdaq”), then the closing or last sale price, respectively, reported for the
last business day immediately preceding the Determination Date.


 


(b)           If the Company’s Common
Stock is not traded on the American Stock Exchange or another national exchange
or on the Nasdaq but is traded on the NASD Over The Counter Bulletin Board,
then the mean of the average of the closing bid and asked prices reported for
the last business day immediately preceding the Determination Date.


 


(c)           Except as provided in clause
(d) below, if the Company’s Common Stock is not publicly traded, then as
the Holder and the Company agree or in the absence of agreement by arbitration
in accordance with the rules then in effect of the American Arbitration
Association, before a single arbitrator to be chosen from a panel of persons
qualified by education and training to pass on the matter to be decided.


 


(d)           If the Determination Date is
the date of a liquidation, dissolution or winding up, or any event deemed to be
a liquidation, dissolution or winding up pursuant to the Company’s charter,
then all amounts to be payable per share to holders of the Common Stock
pursuant to the charter in the event of such liquidation, dissolution or
winding up, plus all other amounts to be payable per share in respect of the
Common Stock in liquidation under the charter, assuming for the purposes of
this clause (d) that all of the shares of Common Stock then issuable upon
exercise of the Warrant are outstanding at the Determination Date.


 


1.3          Company Acknowledgment.  The Company will, at the time of the exercise
of this Warrant, upon the request of the Holder hereof acknowledge in writing
its continuing obligation to afford to such Holder any rights to which such
Holder shall continue to be entitled after such exercise in accordance with the
provisions of this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to
afford to such Holder any such rights.


 


1.4          Trustee for Warrant Holders.  In the event that a bank or trust company
shall have been appointed as trustee for the Holders of this Warrant pursuant
to Subsection 3.2, such bank or trust company shall have all the powers and
duties of a warrant agent (as hereinafter described) and shall accept, in its
own name for the account of the Company or such successor person as may be
entitled thereto, all amounts otherwise payable to the Company or such
successor, as the case may be, on exercise of this Warrant pursuant to this Section 1.


 


2.             Procedure
for Exercise.


 


2.1          Delivery of Stock Certificates, Etc., on Exercise.  The Company agrees that the shares of Common
Stock purchased upon exercise of this Warrant shall be deemed to be issued to
the Holder as the record owner of such shares as of the close of business on
the date on which this Warrant shall have been surrendered and payment made for
such shares in accordance herewith.  As
soon as practicable after the exercise of this Warrant in full or in part, and
in any event within three (3) business days thereafter, the Company at its
expense (including the payment by it of any applicable issue taxes) will cause
to be issued in the name of and delivered to the Holder, or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and nonassessable shares of
Common Stock (or Other Securities) to which such Holder shall be entitled on
such exercise, plus, in lieu of any fractional share to which such holder would
otherwise be entitled, cash equal to such fraction multiplied by the then Fair
Market Value of one full share, together with any other stock or other
securities and property (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.


 


2.2          Exercise.


 


(a)           Payment may be made either (i) in
cash of immediately available funds or by certified or official bank check
payable to the order of the Company equal to the applicable aggregate Exercise
Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or
Common Stock receivable upon exercise of this Warrant in accordance with the
formula set forth in subsection (b) below, or (iii) by a combination
of any of the foregoing methods, for the number of Common Shares specified in
such Exercise Notice (as such exercise number shall be adjusted to reflect any
adjustment in the total number of shares of Common Stock issuable to the Holder
per the terms of this Warrant) and the Holder shall thereupon be entitled to
receive the number of duly authorized, validly issued, fully-paid and
non-assessable shares of Common Stock (or Other Securities) determined as 


 


3

















 


provided herein.


 


(b)           Notwithstanding any
provisions herein to the contrary, in the event that either (i) there is
no effective registration statement with respect to the shares of Common Stock
issuable upon exercise of this Warrant or (ii) an Event of Default (as
defined in any of (x) that certain Security and Purchase Agreement dated
as of February 17, 2006 among the Holder, the Company and various
subsidiaries of the Company, as amended, restated, modified and/or supplemented
from time to time, (y) that certain 10% Senior Subordinated Convertible
Note, dated February 17, 2004 issued by the Company to Amaranth Trading,
L.L.C. in the original principal amount of $1,229,919 and assigned to the
Holder pursuant to that certain Note Sale Agreement dated as of December 20,
2006 by and between Amaranth Trading L.L.C. and the Holder, as amended,
restated, modified and/or supplemented from time to time and/or (z) that
certain Secured Term Note, dated March 29, 2007, issued by the Company to
the Holder, as amended, restated, modified and/or supplemented from time to
time) has occurred and is continuing, if the Fair Market Value of one share of
Common Stock is greater than the Exercise Price (at the date of calculation as
set forth below), in lieu of exercising this Warrant for cash, the Holder may
elect to receive shares equal to the value (as determined below) of this Warrant
(or the portion thereof being exercised) by surrender of this Warrant at the
principal office of the Company together with the properly endorsed Exercise
Notice in which event the Company shall issue to the Holder a number of shares
of Common Stock computed using the following formula:


 


	
  X=

  	
   

  	
  Y(A-B)

  	
   

  
	
   

  	
   

  	
  A

  	
   

  
	
   

  	
   

  	
   

  
	
  Where
  X =

  	
   

  	
  the
  number of shares of Common Stock to be issued to the Holder

  
	
   

  	
   

  	
   

  
	
  Y
  =

  	
   

  	
  the
  number of shares of Common Stock purchasable under this Warrant or, if only a
  portion of this Warrant is being exercised, the portion of this Warrant being
  exercised (at the date of such calculation)

  
	
   

  	
   

  	
   

  
	
  A
  =

  	
   

  	
  the
  Fair Market Value of one share of the Company’s Common Stock (at the date of
  such calculation)

  
	
   

  	
   

  	
   

  
	
  B
  =

  	
   

  	
  the
  Exercise Price per share (as adjusted to the date of such calculation)

  



 


3.             Effect of
Reorganization, Etc.; Adjustment of Exercise Price.


 


3.1          Reorganization,
Consolidation, Merger, Etc.  In case at
any time or from time to time, the Company shall (a) effect a
reorganization, (b) consolidate with or merge into any other person, or (c) transfer
all or substantially all of its properties or assets to any other person under
any plan or arrangement contemplating the dissolution of the Company, then, in
each such case, as a condition to the consummation of such a transaction,
proper and adequate provision shall be made by the Company whereby the Holder,
on the exercise hereof as provided in Section 1 at any time after the
consummation of such reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and
property (including cash) to which such Holder would have been entitled upon
such consummation or in connection with such dissolution, as the case may be,
if such Holder had so exercised this Warrant, immediately prior thereto, all
subject to further adjustment thereafter as provided in Section 4.


 


3.2          Dissolution.  In the event of any dissolution of the
Company following the transfer of all or substantially all of its properties or
assets, the Company, concurrently with any distributions made to holders of its
Common Stock, shall at its expense deliver or cause to be delivered to the
Holder the stock and other securities and property (including cash, where
applicable) receivable by the Holder pursuant to Section 3.1, or, if the
Holder shall so instruct the Company, to a bank or trust company specified by
the Holder and having its principal office in New York, NY as trustee for the
Holder.


 


3.3          Continuation of Terms.  Upon any reorganization,


 


4

















 


consolidation,
merger or transfer (and any dissolution following any transfer) referred to in
this Section 3, this Warrant shall continue in full force and effect and
the terms hereof shall be applicable to the shares of stock and other
securities and property receivable on the exercise of this Warrant after the
consummation of such reorganization, consolidation or merger or the effective
date of dissolution following any such transfer, as the case may be, and shall
be binding upon the issuer of any such stock or other securities, including, in
the case of any such transfer, the person acquiring all or substantially all of
the properties or assets of the Company, whether or not such person shall have
expressly assumed the terms of this Warrant as provided in Section 4.  In the event this Warrant does not continue
in full force and effect after the consummation of the transactions described
in this Section 3, then the Company’s securities and property (including
cash, where applicable) receivable by the Holder will be delivered to the
Holder or the Trustee as contemplated by Section 3.2.


 


4.             Extraordinary
Events Regarding Common Stock. 
In the event that the Company shall (a) issue additional shares of
the Common Stock as a dividend or other distribution on outstanding Common
Stock or any preferred stock issued by the Company, (b) subdivide its
outstanding shares of Common Stock, (c) combine its outstanding shares of
the Common Stock into a smaller number of shares of the Common Stock, then, in
each such event, the number of shares of Common Stock that the holder shall
thereafter, on the exercise hereof as provided in Section 1, be entitled
to receive shall be adjusted to a number determined by multiplying the number
of shares of Common Stock that would otherwise (but for the provisions of this Section 4)
be issuable on such exercise by a fraction of which (a) the numerator is
the number of issued and outstanding shares 
of Common Stock immediately after such Event, and (b) the
denominator is the number of issued and outstanding shares immediately prior to
such Event.


 


5.             Certificate
as to Adjustments.  In
each case of any adjustment or readjustment in the shares of Common Stock (or
Other Securities) issuable on the exercise of this Warrant, the Company at its
expense will promptly cause its Chief Financial Officer or other appropriate
designee to compute such adjustment or readjustment in accordance with the
terms of this Warrant and prepare a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or readjustment
is based, including a statement of (a) the consideration received or
receivable by the Company for any additional shares of Common Stock (or Other
Securities) issued or sold or deemed to have been issued or sold, (b) the
number of shares of Common Stock (or Other Securities) outstanding or deemed to
be outstanding, and (c) the Exercise Price and the number of shares of
Common Stock to be received upon exercise of this Warrant, in effect
immediately prior to such adjustment or readjustment and as adjusted or
readjusted as provided in this Warrant. 
The Company will forthwith mail a copy of each such certificate to the
holder and any warrant agent of the Company (appointed pursuant to Section 11
hereof).


 


6.             Reservation
of Stock, Etc., Issuable on Exercise of Warrant.  The Company will at all times reserve and
keep available, solely for issuance and delivery on the exercise of this
Warrant, shares of Common Stock (or Other Securities) from time to time
issuable on the exercise of this Warrant.


 


7.             Assignment;
Exchange of Warrant. 
Subject to compliance with applicable securities laws, this Warrant, and
the rights


 


5

















 


evidenced hereby, may be transferred by any registered holder hereof (a
“Transferor”) in whole or in part.  On
the surrender for exchange of this Warrant, with the Transferor’s endorsement
in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”)
and together with evidence reasonably satisfactory to the Company demonstrating
compliance with applicable securities laws, which shall include, without
limitation, a legal opinion from the Transferor’s counsel (at the Company’s
expense) that such transfer is exempt from the registration requirements of
applicable securities laws, the Company at its expense (but with payment by the
Transferor of any applicable transfer taxes) will issue and deliver to or on
the order of the Transferor thereof a new Warrant of like tenor, in the name of
the Transferor and/or the transferee(s) specified in such Transferor
Endorsement Form (each a “Transferee”), calling in the aggregate on the
face or faces thereof for the number of shares of Common Stock called for on
the face or faces of the Warrant so surrendered by the Transferor.


 


8.             Replacement
of Warrant.  On
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of any such loss,
theft or destruction of this Warrant, on delivery of an indemnity agreement or
security reasonably satisfactory in form and amount to the Company or, in the
case of any such mutilation, on surrender and cancellation of this Warrant, the
Company at its expense will execute and deliver, in lieu thereof, a new Warrant
of like tenor.


 


9.             Registration
Rights. 
The Holder has been granted certain registration rights by the
Company.  These registration rights are
set forth in a Registration Rights Agreement entered into by the Company and
Holder dated March 29, 2007, as the same may be amended, modified and/or
supplemented from time to time, and are also subject to SEC limitations and
restrictions on the number of shares that can be registered.


 


10.          Maximum
Exercise. 
Notwithstanding anything herein to the contrary, in no event shall the
Holder be entitled to exercise any portion of this Warrant in excess of that
portion of this Warrant upon exercise of which the sum of (1) the number
of shares of Common Stock beneficially owned by the Holder and its Affiliates
(other than shares of Common Stock which may be deemed beneficially owned
through the ownership of the unexercised portion of the Warrant or the
unexercised or unconverted portion of any other security of the Holder subject
to a limitation on conversion analogous to the limitations contained herein)
and (2) the number of shares of Common Stock issuable upon the exercise of
the portion of this Warrant with respect to which the determination of this
proviso is being made, would result in beneficial ownership by the Holder and
its Affiliates of any amount greater than 9.99% of the then outstanding shares
of Common Stock (whether or not, at the time of such exercise, the Holder and
its Affiliates beneficially own more than 9.99% of the then outstanding shares
of Common Stock). As used herein, the term “Affiliate” means any person or
entity that, directly or indirectly through one or more intermediaries,
controls


 


6

















 


or is controlled by or is under common control with a person or entity,
as such terms are used in and construed under Rule 144 under the
Securities Act.   For purposes of the
second preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934,
as amended, and Regulations 13D-G thereunder, except as otherwise provided in
clause (1) of such sentence.  For
any reason at any time, upon written or oral request of the Holder, the Company
shall within one (1) business day confirm orally and in writing to the
Holder the number of shares of Common Stock outstanding as of any given
date.  The limitations set forth herein (x) may
be waived by the Holder upon provision of no less than sixty-one (61) days
prior notice to the Company and (y) shall automatically become null and
void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in any of (x) that certain
Security and Purchase Agreement dated as of February 17, 2006 among the
Holder, the Company and various subsidiaries of the Company, as amended,
restated, modified and/or supplemented from time to time, (y) that certain
10% Senior Subordinated Convertible Note, dated February 17, 2004 issued
by the Company to Amaranth Trading, L.L.C. in the original principal amount of
$1,229,919 and assigned to the Holder pursuant to that certain Note Sale
Agreement dated as of December 20, 2006 by and between Amaranth Trading
L.L.C. and the Holder, as amended, restated, modified and/or supplemented from
time to time and/or (z) that certain Secured Term Note, dated March 29,
2007, issued by the Company to the Holder, as amended, restated, modified
and/or supplemented from time to time).


 


11.          Warrant
Agent. 
The Company may, by written notice to the each Holder of the Warrant,
appoint an agent for the purpose of issuing Common Stock (or Other Securities)
on the exercise of this Warrant pursuant to Section 1, exchanging this
Warrant pursuant to Section 7, and replacing this Warrant pursuant to Section 8,
or any of the foregoing, and thereafter any such issuance, exchange or
replacement, as the case may be, shall be made at such office by such agent.


 


12.          Transfer
on the Company’s Books. 
Until this Warrant is transferred on the books of the Company, the
Company may treat the registered holder hereof as the absolute owner hereof for
all purposes, notwithstanding any notice to the contrary.


 


13.          Rights of
Shareholders.  No
Holder shall be entitled to vote or receive dividends or be deemed the holder
of the shares of Common Stock or any other securities of the Company which may
at any time be issuable upon exercise of this Warrant for any purpose (the “Warrant Shares”), nor shall anything contained herein be construed
to confer upon the Holder, as such, any of the rights of a shareholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to shareholders at any meeting thereof, or to give or withhold
consent to any corporate action (whether upon the recapitalization, issuance of
shares, reclassification of shares, change of nominal value, consolidation,
merger, conveyance or otherwise) or to receive notice of meetings, or to
receive dividends or


 


7

















 


subscription rights or otherwise, in each case, until the earlier to
occur of (x) the date of actual delivery to Holder (or its designee) of
the Warrant Shares issuable upon the exercise hereof or (y) the third
business day following the date such Warrant Shares first become deliverable to
Holder, as provided herein.


 


14.          Notices,
Etc.  All notices
and other communications from the Company to the Holder shall be mailed by
first class registered or certified mail, postage prepaid, at such address as
may have been furnished to the Company in writing by such Holder or, until any
such Holder furnishes to the Company an address, then to, and at the address
of, the last Holder who has so furnished an address to the Company.


 


15.          Miscellaneous.  This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.  ANY ACTION BROUGHT
CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE BROUGHT ONLY
IN STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN THE STATE OF
NEW YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE THIS
PROVISION AND BRING AN ACTION OUTSIDE THE STATE OF NEW YORK.  The individuals executing this Warrant on
behalf of the Company agree to submit to the jurisdiction of such courts and
waive trial by jury.  The prevailing
party shall be entitled to recover from the other party its reasonable
attorneys’ fees and costs.  In the event
that any provision of this Warrant is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law.  Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision of this Warrant.  The
headings in this Warrant are for purposes of reference only, and shall not
limit or otherwise affect any of the terms hereof.  The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision hereof.  The Company
acknowledges that legal counsel participated in the preparation of this Warrant
and, therefore, stipulates that the rule of construction that ambiguities
are to be resolved against the drafting party shall not be applied in the
interpretation of this Warrant to favor any party against the other party.


 


[BALANCE OF PAGE INTENTIONALLY LEFT BLANK;

SIGNATURE PAGE FOLLOWS]


 


8

















 


 


IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.


 


	
   

  	
   

  	
  MICRO
  COMPONENT TECHNOLOGY, 

  
	
   

  	
   

  	
  INC.

  
	
  WITNESS:

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


9

















 


EXHIBIT A


 


FORM OF SUBSCRIPTION


 


(To Be Signed Only On Exercise Of Warrant)


 


	
  TO:

  	
   

  	
  Micro
  Component Technology, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Attention:              Chief Financial Officer


 


The
undersigned, pursuant to the provisions set forth in the attached Warrant (No.        ),
hereby irrevocably elects to purchase (check applicable box):


 


o                                                                                                     
shares of the common stock covered by such warrant; or


 


o                                                                                    the maximum number of shares of common stock
covered by such warrant pursuant to the cashless exercise procedure set forth
in Section 2.


 


The
undersigned herewith makes payment of the full Exercise Price for such shares
at the price per share provided for in such Warrant, which is $                     .  Such payment takes the form of (check
applicable box or boxes):


 


o                                                                                    $                     
in lawful money of the United States; and/or


 


o                                                                                    the cancellation of such portion of the
attached Warrant as is exercisable for a total of                  
shares of Common Stock (using a Fair Market Value of $                 
per share for purposes of this calculation); and/or


 


o                                                                                    the cancellation of such number of shares of
Common Stock as is necessary, in accordance with the formula set forth in Section 2.2,
to exercise this Warrant with respect to the maximum number of shares of Common
Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2.


 


The
undersigned requests that the certificates for such shares be issued in the
name of, and delivered to                                                                                             
whose address is                                                                                                                                                                         .


 


The
undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant
shall be made pursuant to registration of the Common Stock under the Securities
Act of 1933, as amended (the “Securities Act”) or pursuant to an exemption from
registration under the Securities Act.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature
  must conform to name of holder as 

  specified
  on the face of the Warrant)

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


10

















 


EXHIBIT B


 


FORM OF TRANSFEROR ENDORSEMENT


(To Be Signed Only On Transfer Of Warrant)


 


For
value received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading “Transferees” the right
represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of Micro Component Technology, Inc. into which the
within Warrant relates specified under the headings “Percentage Transferred”
and “Number Transferred,” respectively, opposite the name(s) of such
person(s) and appoints each such person Attorney to transfer its respective
right on the books of Micro Component Technology, Inc. with full power of
substitution in the premises.


 


	
  Transferees

  	
   

  	
  Address

  	
   

  	
  Percentage

  Transferred

  	
   

  	
  Number 

  Transferred

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature
  must conform to name of holder as 

  specified
  on the face of the Warrant)

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SIGNED
  IN THE PRESENCE OF:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name)

  



 


	
  ACCEPTED
  AND AGREED:

  	
   

  
	
  [TRANSFEREE]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Name)

  	
   

  



 


11

















 


IRREVOCABLE PROXY


 


For
good and valuable consideration, receipt of which is hereby acknowledged,
Laurus Master Fund, Ltd. (“Laurus”), hereby appoints Micro Component Technology, Inc.
(the “Proxy Holder” or the “Company”), with a mailing address at 2340 West
County Road C, St. Paul, Minnesota 55113-2528, with full power of substitution,
as proxy, to vote all shares of Common Stock of the Company, now or in the
future owned by Laurus to the extent such shares are issued to Laurus upon its
exercise of (a) the Common Stock Purchase Warrant (the “Warrant”), issued
by the Company to Laurus as of the date hereof and (b) all other warrants
and/or options issued by the Company in favor of Laurus with an exercise price
equal to or less than the greater of $0.01 and the par value of the Company’s common
stock (the “Other Options and Warrants”) (collectively, the “Shares”).


 


This
proxy is irrevocable and coupled with an interest.  Upon the sale or other transfer of the
Shares, in whole or in part, or the assignment of the Warrant or any of the
Other Options and Warrants, this proxy shall automatically terminate (x) with
respect to such sold or transferred Shares at the time of such sale and/or
transfer, and (y) in the case of an assignment of the Warrant and/or Other
Options and Warrants, at the time of such assignment in respect of the Shares
issuable upon exercise of such assigned Warrant and/or Other Options and
Warrants, in each case, without any further action required by any person.


 


Laurus
shall use its best efforts to forward to Proxy Holder within two (2) business
days following Laurus’ receipt thereof, at the address for Proxy Holder set
forth above, copies of all materials received by Laurus relating, in each case,
to the solicitation of the vote of shareholders of the Company.


 


This
proxy shall remain in effect with respect to the Shares of the Company during
the period commencing on the date hereof and continuing until the payment in
full of all obligations and liabilities owing by the Company to Laurus (as the
same may be amended, restated, extended or modified from time to time).


 


IN
WITNESS WHEREOF, the undersigned has executed this irrevocable proxy as of the     
day of December ,2007.


 


 


	
   

  	
  LAURUS
  MASTER FUND, LTD.

  
	
   

  	
   

  
	
   

  	
  By:
  Laurus Capital Management, LLC its 

  investment
  manager

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
				



 


12