**EXHIBIT 10EE**

** **

**EXECUTIONVERSION**

** **

**MINIMUM BORROWING NOTE REGISTRATION RIGHTS AGREEMENT**

 

This MinimumBorrowing Note Registration Rights Agreement (this “Agreement”) is made andentered into as of March 9, 2004, by and between Micro ComponentTechnology, Inc., a Minnesota corporation (the “Company”), and Laurus Master Fund, Ltd. (the“Purchaser”).

 

This Agreement ismade pursuant to the Security Agreement, dated as of the date hereof, by andbetween the Purchaser and the Company (the “Security Agreement”), and pursuantto the Notes and the Warrants referred to therein.

 

The Company andthe Purchaser hereby agree as follows:

 

# **Definitions.  Capitalized terms used and not otherwisedefined herein that are defined in the Security Agreement shall have themeanings given such terms in the Security Agreement.  As used in this Agreement, the following terms shall have thefollowing meanings:**

 

“Commission” meansthe Securities and Exchange Commission.

 

“Common Stock”means shares of the Company’s common stock, par value $0.01 per share.

 

“EffectivenessDate” means the 90th day following the applicable Filing Date.

 

“EffectivenessPeriod” shall have the meaning set forth in Section 2(a).

 

“Exchange Act”means the Securities Exchange Act of 1934, as amended, and any successorstatute.

 

 “Filing Date” means, with respect to theRegistration Statement which is required to be filed with respect to the Loanmade on the date hereof, the date which is thirty (30)  days after such funding date.

 

“Holder” or“Holders” means the Purchaser or any of its affiliates or transferees to theextent any of them hold Registrable Securities.

 

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“IndemnifiedParty” shall have the meaning set forth in Section 5(c).

 

“IndemnifyingParty” shall have the meaning set forth in Section 5(c).

 

“Notes” has themeaning set forth in the Security Agreement.

 

“Proceeding” meansan action, claim, suit, investigation or proceeding (including, withoutlimitation, an investigation or partial proceeding, such as a deposition),whether commenced or threatened.

 

“Prospectus” meansthe prospectus included in a Registration Statement (including, withoutlimitation, a prospectus that includes any information previously omitted froma prospectus filed as part of an effective registration statement in relianceupon Rule 430A promulgated under the Securities Act), as amended orsupplemented by any prospectus supplement, with respect to the terms of theoffering of any portion of the Registrable Securities covered by such RegistrationStatement, and all other amendments and supplements to the Prospectus,including post-effective amendments, and all material incorporated by referenceor deemed to be incorporated by reference in such Prospectus.

 

“RegistrableSecurities” means the shares of Common Stock issued upon the conversion of theeach Note and issuable upon exercise of the Warrants.

 

“RegistrationStatement” means each registration statement required to be filed hereunder,including the Prospectus therein, amendments and supplements to suchregistration statement or Prospectus, including pre- and post-effectiveamendments, all exhibits thereto, and all material incorporated by reference ordeemed to be incorporated by reference in such registration statement.

 

“Rule 144” meansRule 144 promulgated by the Commission pursuant to the Securities Act, as suchRule may be amended from time to time, or any similar rule or regulationhereafter adopted by the Commission having substantially the same effect assuch Rule.

 

“Rule 415” meansRule 415 promulgated by the Commission pursuant to the Securities Act, as suchRule may be amended from time to time, or any similar rule or regulationhereafter adopted by the Commission having substantially the same effect assuch Rule.

 

“Rule 424” meansRule 424 promulgated by the Commission pursuant to the Securities Act, as suchRule may be amended from time to time, or any similar rule or regulationhereafter adopted by the Commission having substantially the same effect assuch Rule.

 

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“Securities Act”means the Securities Act of 1933, as amended, and any successor statute.

 

“Trading Market”means any of the NASD OTC Bulletin Board, NASDAQ SmallCap Market, the NasdaqNational Market, the American Stock Exchange or the New York Stock Exchange.

 

“Warrants” meansthe Common Stock purchase warrants issued pursuant to the Security Agreement.

 

# **Registration.**

# ** **

## ***On or prior toeach Filing Date, the Company shall prepare and file with the Commission aRegistration Statement covering the Registrable Securities for an offering tobe made on a continuous basis pursuant to Rule 415.  Each Registration Statement shall be on Form S-3 (except if theCompany is not then eligible to register for resale the Registrable Securitieson Form S-3, in which case such registration shall be on another appropriateform in accordance herewith).  TheCompany shall cause each Registration Statement to become effective and remaineffective as provided herein.  The Companyshall use its reasonable commercial efforts to cause the first suchRegistration Statement to be declared effective under the Securities Act aspromptly as possible after the filing thereof, but in any event no later thanthe Effectiveness Date.  The Companyshall use its reasonable commercial efforts to cause any subsequent suchRegistration Statement to be declared effective under the Securities Act aspromptly as possible after the filing thereof, but in any event no later thansixty (60) days after the filing thereof. The Company shall use its reasonable commercial efforts to keep eachRegistration Statement continuously effective under the Securities Act untilthe date which is the earlier date of when (i) all Registrable Securitiescovered by such Registration Statement have been sold or (ii) all RegistrableSecurities covered by such Registration Statement may be sold immediatelywithout registration under the Securities Act and without volume restrictionspursuant to Rule 144(k), as determined by the counsel to the Company pursuantto a written opinion letter to such effect, addressed and acceptable to theCompany’s transfer agent and the affected Holders (each, an “EffectivenessPeriod”).***

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## ***If: (i) anyRegistration Statement is not filed on or prior to the applicable Filing Datefor such Registration Statement; (ii) a Registration Statement filed hereunderis not declared effective by the Commission by the date required hereby withrespect to such Registration Statement; (iii) after a Registration Statement isfiled with and declared effective by the Commission, such RegistrationStatement ceases to be effective (by suspension or otherwise) as to allRegistrable Securities to which it is required to relate at any time prior tothe expiration of the Effectiveness Period applicable to such RegistrationStatement (without being succeeded immediately by an additional RegistrationStatement filed and declared effective) for a period of time which shall exceed30 days in the aggregate per year or more than 20 consecutive calendar days(defined as a period of 365 days commencing on the date such RegistrationStatement is declared effective); or (iv) the Common Stock is not listed orquoted, or is suspended from trading on any Trading Market for a period of three(3) consecutive Trading Days (provided the Company shall not have been able tocure such trading suspension within 30 days of the notice thereof or list theCommon Stock on another Trading Market); (any such failure or breach beingreferred to as an “Event,” and for purposes of clause (i) or (ii) the date***

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## ***on which suchEvent occurs, or for purposes of clause (iii) the date which such 30 day or 20consecutive day period (as the case may be) is exceeded, or for purposes ofclause (iv) the date on which such three (3) Trading Day period is exceeded,being referred to as “Event Date”), then until the applicable Event is cured,the Company shall pay to each Holder an amount in cash, as liquidated damagesand not as a penalty, equal to 1.0% for each thirty (30) day period (proratedfor partial periods) on a daily basis of the original principal amount of eachapplicable Note.  While such Eventcontinues, such liquidated damages shall be paid not less often than eachthirty (30) days.  Any unpaid liquidateddamages as of the date when an Event has been cured by the Company shall bepaid within three (3) days following the date on which such Event has beencured by the Company.***

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# **Registration Procedures.  If and whenever the Company is required bythe provisions hereof to effect the registration of any Registrable Securitiesunder the Securities Act, the Company will, as expeditiously as possible:**

# ** **

## ***prepare and filewith the Commission a registration statement with respect to such RegistrableSecurities, respond as promptly as possible to any comments received from theCommission, and use its best efforts to cause such Registration Statement tobecome and remain effective for the Effectiveness Period with respect thereto,and promptly provide to the Purchaser copies of all filings and Commissionletters of comment relating thereto;***

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## ***prepare and filewith the Commission such amendments and supplements to such RegistrationStatement and the Prospectus used in connection therewith as may be necessaryto comply with the provisions of the Securities Act with respect to thedisposition of all Registrable Securities covered by such RegistrationStatement and to keep such Registration Statement effective until the expirationof the Effectiveness Period applicable to such Registration Statement;***

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## ***furnish to thePurchaser such number of copies of the Registration Statement and theProspectus included therein (including each preliminary Prospectus) as thePurchaser reasonably may request to facilitate the public sale or dispositionof the Registrable Securities covered by such Registration Statement;***

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## ***use itscommercially reasonable efforts to register or qualify the Purchaser’sRegistrable Securities covered by such Registration Statement under thesecurities or “blue sky” laws of such jurisdictions within the United States asthe Purchaser may reasonably request, provided, however, that theCompany shall not for any such purpose be required to qualify generally totransact business as a foreign corporation in any jurisdiction where it is notso qualified or to consent to general service of process in any suchjurisdiction;***

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## ***list theRegistrable Securities covered by such Registration Statement with anysecurities exchange on which the Common Stock of the Company is then listed;***

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## ***immediatelynotify the Purchaser at any time when a Prospectus relating thereto is requiredto be delivered under the Securities Act, of the happening of any event ofwhich the Company has knowledge as a result of which the Prospectus containedin such Registration Statement, as then in effect, includes an untrue statementof a material fact or omits to state a material fact required to be statedtherein or necessary to make the statements therein not misleading in light ofthe circumstances then existing; and***

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## ***make availablefor inspection by the Purchaser and any attorney, accountant or other agentretained by the Purchaser, all publicly available, non-confidential financialand other records, pertinent corporate documents and properties of the Company,and cause the Company’s***

 

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## ***officers,directors and employees to supply all publicly available, non-confidentialinformation reasonably requested by the attorney, accountant or agent of thePurchaser.***

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# **Registration Expenses.  All expenses relating to the Company’scompliance with Sections 2 and 3 hereof, including, without limitation, allregistration and filing fees, printing expenses, fees and disbursements ofcounsel and independent public accountants for the Company, fees and expenses(including reasonable counsel fees) incurred in connection with complying withstate securities or “blue sky” laws, fees of the NASD, transfer taxes, fees oftransfer agents and registrars, fees of, and disbursements incurred by, onecounsel for the Holders are called “Registration Expenses”. All sellingcommissions applicable to the sale of Registrable Securities, including anyfees and disbursements of any special counsel to the Holders beyond thoseincluded in Registration Expenses, are called “Selling Expenses.”  The Company shall only be responsible forRegistration Expenses.**

# ** **

# **Indemnification.**

# ** **

## ***In the event of aregistration of any Registrable Securities under the Securities Act pursuant tothis Agreement, the Company will indemnify and hold harmless the Purchaser, andits officers, directors and each other person, if any, who controls thePurchaser within the meaning of the Securities Act, against any losses, claims,damages or liabilities, joint or several, to which the Purchaser, or suchpersons may become subject under the Securities Act or otherwise, insofar assuch losses, claims, damages or liabilities (or actions in respect thereof)arise out of or are based upon any untrue statement or alleged untrue statementof any material fact contained in any Registration Statement under which suchRegistrable Securities were registered under the Securities Act pursuant tothis Agreement, any preliminary Prospectus or final Prospectus containedtherein, or any amendment or supplement thereof, or arise out of or are basedupon the omission or alleged omission to state therein a material fact requiredto be stated therein or necessary to make the statements therein not misleading,and will reimburse the Purchaser, and each such person for any reasonable legalor other expenses incurred by them in connection with investigating ordefending any such loss, claim, damage, liability or action; provided,however, that the Company will not be liable in any such case if and to theextent that any such loss, claim, damage or liability arises out of or is basedupon an untrue statement or alleged untrue statement or omission or allegedomission so made in conformity with information furnished by or on behalf ofthe Purchaser or any such person in writing specifically for use in any suchdocument.***

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## ***In the event of aregistration of the Registrable Securities under the Securities Act pursuant tothis Agreement, the Purchaser will indemnify and hold harmless the Company, andits officers, directors and each other person, if any, who controls the Companywithin the meaning of the Securities Act, against all losses, claims, damagesor liabilities, joint or several, to which the Company or such persons maybecome subject under the Securities Act or otherwise, insofar as such losses,claims, damages or liabilities (or actions in respect thereof) arise out of orare based upon any untrue statement or alleged untrue statement of any materialfact which was furnished in writing by the Purchaser to the Company expresslyfor use in (and such information is contained in) the Registration Statementunder which such Registrable Securities were registered under the SecuritiesAct pursuant to this Agreement, any preliminary Prospectus or final Prospectuscontained therein, or any amendment or supplement thereof, or arise out of orare based upon the omission or alleged omission to state therein a materialfact required to be stated therein or necessary to make the statements thereinnot misleading, and will reimburse the Company and each such person for anyreasonable legal or other expenses incurred by them in connection withinvestigating or defending any such loss, claim, damage, liability or action, provided,however, that the Purchaser will be liable in any***

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## ***such case if andonly to the extent that any such loss, claim, damage or liability arises out ofor is based upon an untrue statement or alleged untrue statement or omission oralleged omission so made in conformity with information furnished in writing tothe Company by or on behalf of the Purchaser specifically for use in any suchdocument.  Notwithstanding theprovisions of this paragraph, the Purchaser shall not be required to indemnifyany person or entity in excess of the amount of the aggregate net proceedsreceived by the Purchaser in respect of Registrable Securities in connectionwith any such registration under the Securities Act.***

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## ***Promptly afterreceipt by a party entitled to claim indemnification hereunder (an “IndemnifiedParty”) of notice of the commencement of any action, such Indemnified Partyshall, if a claim for indemnification in respect thereof is to be made againsta party hereto obligated to indemnify such Indemnified Party (an “IndemnifyingParty”), notify the Indemnifying Party in writing thereof, but the omission soto notify the Indemnifying Party shall not relieve it from any liability whichit may have to such Indemnified Party other than under this Section 5(c)and shall only relieve it from any liability which it may have to suchIndemnified Party under this Section 5(c) if and to the extent theIndemnifying Party is prejudiced by such omission. In case any such actionshall be brought against any Indemnified Party and it shall notify theIndemnifying Party of the commencement thereof, the Indemnifying Party shall beentitled to participate in and, to the extent it shall wish, to assume andundertake the defense thereof with counsel satisfactory to such IndemnifiedParty, and, after notice from the Indemnifying Party to such Indemnified Partyof its election so to assume and undertake the defense thereof, theIndemnifying Party shall not be liable to such Indemnified Party under thisSection 5(c) for any legal expenses subsequently incurred by suchIndemnified Party in connection with the defense thereof; if the IndemnifiedParty retains its own counsel, then the Indemnified Party shall pay all fees,costs and expenses of such counsel, provided, however, that, if thedefendants in any such action include both the indemnified party and theIndemnifying Party and the Indemnified Party shall have reasonably concludedthat there may be reasonable defenses available to it which are different fromor additional to those available to the Indemnifying Party or if the interestsof the Indemnified Party reasonably may be deemed to conflict with theinterests of the Indemnifying Party, the Indemnified Party shall have the rightto select one separate counsel and to assume such legal defenses and otherwiseto participate in the defense of such action, with the reasonable expenses andfees of such separate counsel and other expenses related to such participationto be reimbursed by the Indemnifying Party as incurred.***

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## ***In order toprovide for just and equitable contribution in the event of joint liabilityunder the Securities Act in any case in which either (i) the Purchaser, or anyofficer, director or controlling person of the Purchaser, makes a claim forindemnification pursuant to this Section 5 but it is judicially determined(by the entry of a final judgment or decree by a court of competentjurisdiction and the expiration of time to appeal or the denial of the lastright of appeal) that such indemnification may not be enforced in such casenotwithstanding the fact that this Section 5 provides for indemnificationin such case, or (ii) contribution under the Securities Act may be required onthe part of the Purchaser or such officer, director or controlling person ofthe Purchaser in circumstances for which indemnification is provided under thisSection 5; then, and in each such case, the Company and the Purchaser willcontribute to the aggregate losses, claims, damages or liabilities to whichthey may be subject (after contribution from others) in such proportion so thatthe Purchaser is responsible only for the portion represented by the percentagethat the public offering price of its securities offered***

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## ***by theRegistration Statement bears to the public offering price of all securitiesoffered by such Registration Statement, provided, however, that, in anysuch case, (A) the Purchaser will not be required to contribute any amount inexcess of the public offering price of all such securities offered by itpursuant to such Fegistration Statement; and (B) no person or entity guilty offraudulent misrepresentation (within the meaning of Section 10(f) of theAct) will be entitled to contribution from any person or entity who was notguilty of such fraudulent misrepresentation.***

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# **Representations and Warranties.**

# ** **

## ***The Common Stockof the Company is registered pursuant to Section 12(b) or 12(g) of theExchange Act and, except with respect to certain matters which the Company hasdisclosed to the Purchaser on Exhibit 12(j) to the Security Agreement,the Company has timely filed all proxy statements, reports, schedules, forms,statements and other documents required to be filed by it under the ExchangeAct.  The Company has filed (i) itsAnnual Report on Form 10-K for the fiscal year ended December 31, 2002;(ii) its Quarterly Report on Form 10-Q for the fiscal quarters endedMarch 31, 2003, June 30, 2003 and September 30, 2003, and (iii)all Current Reports on Form 8-K which the Company were required to file(collectively, the “SEC Reports”).  EachSEC Report was, at the time of its filing, in substantial compliance with therequirements of its respective form and none of the SEC Reports, nor thefinancial statements (and the notes thereto) included in the SEC Reports, as oftheir respective filing dates, contained any untrue statement of a materialfact or omitted to state a material fact required to be stated therein ornecessary to make the statements therein, in light of the circumstances underwhich they were made, not misleading. The financial statements of the Company included in the SEC Reportscomply as to form in all material respects with applicable accountingrequirements and the published rules and regulations of the Commission or otherapplicable rules and regulations with respect thereto.  Such financial statements have been preparedin accordance with generally accepted accounting principles (“GAAP”) applied ona consistent basis during the periods involved (except (i) as may be otherwiseindicated in such financial statements or the notes thereto or (ii) in the caseof unaudited interim statements, to the extent they may not include footnotesor may be condensed) and fairly present in all material respects the financialcondition, the results of operations and the cash flows of the Company and itssubsidiaries, on a consolidated basis, as of, and for, the periods presented ineach such SEC Report.***

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## ***The Common Stockis listed for trading on the National Association of Securities Dealers,  Inc. Over the Counter Bulletin Board (“NASDOTCBB”) and satisfies all requirements for the continuation of suchlisting.  The Company has not receivedany notice that its Common Stock will be delisted from the NASD OTCBB or thatthe Common Stock does not meet all requirements for the continuation of suchlisting.***

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## ***Neither theCompany, nor any of its affiliates, nor any person acting on its or theirbehalf, has directly or indirectly made any offers or sales of any security orsolicited any offers to buy any security under circumstances that would causethe offering of the Securities pursuant to the Security Agreement to beintegrated with prior offerings by the Company for purposes of the Securities Actwhich would prevent the Company from selling the Common Stock pursuant to Rule506 under the Securities Act, or any applicable exchange-related stockholderapproval provisions, nor will the Company or any of its affiliates orsubsidiaries take any action or steps that would cause the offering of theCommon Stock to be integrated with other offerings (other than such concurrentoffering to the Purchaser).***

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## ***The Warrants, theNotes and the shares of Common Stock which the Purchaser may acquire pursuantto the Warrants and the Notes are all restricted securities under theSecurities Act as of the date of this Agreement.  The Company will not issue any stop transfer order or other orderimpeding the sale and delivery of any of the Registrable Securities at suchtime as such Registrable Securities are registered for public sale or anexemption from registration is available, except as required by federal orstate securities laws.***

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## ***The Companyunderstands the nature of the Registrable Securities issuable upon theconversion of each Note and the exercise of each Warrant and recognizes thatthe issuance of such Registrable Securities may have a potential dilutiveeffect.  The Company specificallyacknowledges that its obligation to issue the Registrable Securities is bindingupon the Company and enforceable regardless of the dilution such issuance mayhave on the ownership interests of other shareholders of the Company.***

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## ***Except foragreements made in the ordinary course of business, there is no agreement thathas not been filed with the Commission as an exhibit to a registrationstatement or to a form required to be filed by the Company under the ExchangeAct, the breach of which could reasonably be expected to have a material andadverse effect on the Company and its subsidiaries, or would prohibit orotherwise interfere with the ability of the Company to enter into and performany of its obligations under this Agreement in any material respect.***

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## ***The Company will atall times have authorized and reserved a sufficient number of shares of CommonStock for the full conversion of each Note and exercise of the Warrants.***

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# **Miscellaneous.**

# ** **

## ***Remedies.  In the event of a breach by the Company orby a Holder, of any of their respective obligations under this Agreement, eachHolder or the Company, as the case may be, in addition to being entitled toexercise all rights granted by law and under this Agreement, including recoveryof damages, will be entitled to specific performance of its rights under thisAgreement.***

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## ***No Piggyback onRegistrations.  Except as set forth onSchedule 7(b) hereto, neither the Company nor any of its security holders(other than the Holders in such capacity pursuant hereto) may includesecurities of the Company in any Registration Statement other than theRegistrable Securities, and the Company shall not after the date hereof enterinto any agreement providing any such right for inclusion of shares in theRegistration Statement to any of its security holders. Except as and to theextent specified in Schedule 7(b) hereto, the Company has notpreviously entered into any agreement granting any registration rights withrespect to any of its securities to any Person that have not been fullysatisfied.***

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## ***Compliance.  Each Holder covenants and agrees that itwill comply with the prospectus delivery requirements of the Securities Act asapplicable to it in connection with sales of Registrable Securities pursuant toany Registration Statement.***

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## ***DiscontinuedDisposition.  Each Holder agrees by itsacquisition of such Registrable Securities that, upon receipt of a notice fromthe Company of the occurrence of a Discontinuation Event (as defined below),such Holder will forthwith discontinue disposition of such RegistrableSecurities under the applicable Registration Statement until such Holder’sreceipt of the copies of the supplemented Prospectus and/or amendedRegistration Statement or until it is advised in writing (the “Advice”) by theCompany that the use of the applicable Prospectus may be resumed, and, ineither case, has received copies of any additional or supplemental filings thatare incorporated or deemed to be incorporated by reference in such Prospectusor Registration Statement.  The Companymay provide appropriate stop orders to enforce the provisions of this***

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## ***paragraph.  For purposes of this Section 7(d), a“Discontinuation Event” shall mean (i) when the Commission notifies the Companywhether there will be a “review” of such Registration Statement and wheneverthe Commission comments in writing on such Registration Statement (the Companyshall provide true and complete copies thereof and all written responsesthereto to each of the Holders); (ii) any request by the Commission or anyother Federal or state governmental authority for amendments or supplements tosuch Registration Statement or Prospectus or for additional information; (iii)the issuance by the Commission of any stop order suspending the effectivenessof such Registration Statement covering any or all of the RegistrableSecurities or the initiation of any Proceedings for that purpose; (iv) thereceipt by the Company of any notification with respect to the suspension ofthe qualification or exemption from qualification of any of the RegistrableSecurities for sale in any jurisdiction, or the initiation or threatening ofany Proceeding for such purpose; and/or (v) the occurrence of any event orpassage of time that makes the financial statements included in suchRegistration Statement ineligible for inclusion therein or any statement madein such Registration Statement or Prospectus or any document incorporated ordeemed to be incorporated therein by reference untrue in any material respect orthat requires any revisions to such Registration Statement, Prospectus or otherdocuments so that, in the case of such Registration Statement or Prospectus, asthe case may be, it will not contain any untrue statement of a material fact oromit to state any material fact required to be stated therein or necessary tomake the statements therein, in light of the circumstances under which theywere made, not misleading.***

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## ***Piggy-BackRegistrations.  If at any time duringany Effectiveness Period there is not an effective Registration Statementcovering all of the Registrable Securities required to be covered during suchEffectiveness Period and the Company shall determine to prepare and file withthe Commission a registration statement relating to an offering for its ownaccount or the account of others under the Securities Act of any of its equitysecurities, other than on Form S-4 or Form S-8 (each as promulgated under theSecurities Act) or their then equivalents relating to equity securities to beissued solely in connection with any acquisition of any entity or business orequity securities issuable in connection with stock option or other employeebenefit plans, then the Company shall send to each Holder written notice ofsuch determination and, if within fifteen (15) days after receipt of suchnotice, any such Holder shall so request in writing, the Company shall includein such registration statement all or any part of such Registrable Securitiessuch holder requests to be registered, to the extent the Company may do sowithout violating registration rights of others which exist as of the date ofthis Agreement, subject to customary underwriter cutbacks applicable to allholders of registration rights and subject to obtaining any required theconsent of any selling stockholder(s) to such inclusion under such registrationstatement.***

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## ***Amendments andWaivers.  The provisions of thisAgreement, including the provisions of this sentence, may not be amended,modified or supplemented, and waivers or consents to departures from theprovisions hereof may not be given, unless the same shall be in writing andsigned by the Company and the Holders of the then outstanding RegistrableSecurities. Notwithstanding the foregoing, a waiver or consent to depart fromthe provisions hereof with respect to a matter that relates exclusively to therights of certain Holders and that does not directly or indirectly affect therights of other Holders may be given by Holders of at least a majority of theRegistrable Securities to which such waiver or consent relates; provided,however, that the provisions of this sentence may not be amended, modified, orsupplemented except in accordance with the provisions of the immediatelypreceding sentence.***

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## ***Notices.  Any notice or request hereunder may be givento the Company or the Purchaser at the respective addresses set forth below oras may hereafter be specified in a notice designated as a change of addressunder this Section 7(g).  Any noticeor request hereunder shall be given by registered or certified mail, returnreceipt requested, hand delivery, overnight mail or telecopy (confirmed bymail).  Notices and requests shall be,in the case of those by hand delivery, deemed to have been given when deliveredto any party to whom it is addressed, in the case of those by mail or overnightmail, deemed to have been given three (3) business days after the date whendeposited in the mail or with the overnight mail carrier, and, in the case of atelecopy, when confirmed.  The addressfor such notices and communications shall be as follows:***

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| If  to the Company:                                        |   | Micro  Component Technology, Inc.                                       |
|------------------------------------------------------------|--------|-------------------------------------------------------------------------|
|                                                       |   | 2340  West County Road C,                                               |
|                                                       |   | St.  Paul, Minnesota 55113-2528                                         |
|                                                       |   | Attention:        Chief Financial Officer |
|                                                       |   | Facsimile:  (651) 697-4200                                         |
|                                                       |   |                                                                    |
|                                                       |   | With  a copy to:                                                        |
|                                                       |   | Best  & Flanagan, LLP                                               |
|                                                       |   | 225  South Sixth St., Suite 4000                                        |
|                                                       |   | Minneapolis,  Minnesota 55402                                           |
|                                                       |   | Attention:  James C. Diracles, Esq.                                     |
|                                                       |   | Telephone:  (612) 339-7121                                              |
|                                                       |   | Facsimile:  (612) 339-5897                                              |
|                                                       |   |                                                                    |
| If  to a Purchaser:                                        |   | To  the address set forth under                                         |
|                                                       |   | such  Purchaser name on the                                             |
|                                                       |   | signature  pages hereto.                                                |
|                                                       |   |                                                                    |
| If  to any other Person who is then the registered Holder: |
|                                                       |   |                                                                    |
|                                                       |   | To  the address of such Holder as it                                    |
|                                                       |   | appears  in the stock transfer books                                    |
|                                                       |   | of  the Company                                                         |

 

or such otheraddress as may be designated in writing hereafter in accordance with thisSection 7(g) by such Person.

 

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## ***Successors andAssigns.  This Agreement shall inure tothe benefit of and be binding upon the successors and permitted assigns of eachof the parties and shall inure to the benefit of each Holder. The Company maynot assign its rights or obligations hereunder without the prior writtenconsent of each Holder. Each Holder may assign their respective rightshereunder in the manner and to the Persons as permitted under the Notes and theSecurities Purchase Agreement with the prior written consent of the Company,which consent shall not be unreasonably withheld..***

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## ***Execution andCounterparts. This Agreement may be executed in any number of counterparts,each of which when so executed shall be deemed to be an original and, all ofwhich taken together shall constitute one and the same Agreement. In the eventthat any signature is delivered by facsimile transmission, such signature shallcreate a valid binding obligation of the party executing (or on whose behalfsuch signature is executed) the same with the same force and effect as if suchfacsimile signature were the original thereof.***

## *** ***

## ***Governing Law.All questions concerning the construction, validity, enforcement andinterpretation of this Agreement shall be governed by and construed andenforced in accordance with the internal laws of the State of New York, withoutregard to the principles of conflicts of law thereof. Each party agrees thatall Proceedings concerning the interpretations, enforcement and defense of thetransactions contemplated by this Agreement shall be commenced exclusively inthe state and federal courts sitting in the City of New York, Borough ofManhattan. Each party hereto hereby irrevocably submits to the exclusivejurisdiction of the state and federal courts sitting in the City of New York,Borough of Manhattan for the adjudication of any dispute hereunder or in connectionherewith or with any transaction contemplated hereby or discussed herein, andhereby irrevocably waives, and agrees not to assert in any Proceeding, anyclaim that it is not personally subject to the jurisdiction of any such court,that such Proceeding is improper. Each party hereto hereby irrevocably waivespersonal service of process and consents to process being served in any suchProceeding by mailing a copy thereof via registered or certified mail orovernight delivery (with evidence of delivery) to such party at the address ineffect for notices to it under this Agreement and agrees that such serviceshall constitute good and sufficient service of process and notice thereof.Nothing contained herein shall be deemed to limit in any way any right to serveprocess in any manner permitted by law. Each party hereto hereby irrevocablywaives, to the fullest extent permitted by applicable law, any and all right totrial by jury in any legal proceeding arising out of or relating to thisAgreement or the transactions contemplated hereby. If either party shallcommence a Proceeding to enforce any provisions of a Transaction Document, thenthe prevailing party in such Proceeding shall be reimbursed by the other partyfor its reasonable attorneys fees and other costs and expenses incurred withthe investigation, preparation and prosecution of such Proceeding.***

 

## ***CumulativeRemedies. The remedies provided herein are cumulative and not exclusive of anyremedies provided by law.***

 

## ***Severability.  If any term, provision, covenant orrestriction of this Agreement is held by a court of competent jurisdiction tobe invalid, illegal, void or unenforceable, the remainder of the terms,provisions, covenants and restrictions set forth herein shall remain in fullforce and effect and shall in no way be affected, impaired or invalidated, andthe parties hereto shall use their reasonable efforts to find and employ analternative means to achieve the same or substantially the same result as thatcontemplated by such term, provision, covenant or restriction. It is herebystipulated and declared to be the intention of the parties that they would***

## *** ***

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## ***have executed theremaining terms, provisions, covenants and restrictions without including anyof such that may be hereafter declared invalid, illegal, void or unenforceable.***

 

## ***Headings. Theheadings in this Agreement are for convenience of reference only and shall notlimit or otherwise affect the meaning hereof.***

 

[Balance of page intentionally left blank; signature page follows.]

 

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IN WITNESS WHEREOF, the parties have executed this Registration RightsAgreement as of the date first written above.

 
|   | MICRO COMPONENT TECHNOLOGY, INC. |
|--------|----------------------------------|
|   |                             |
|   |                             |
|   | By:                              | /s/Thomas P. Maun |   |
|   | Name:                            |   |   |
|   | Title:                           | CFO |   |
|   |                             |
|   |                             |
|   | LAURUS MASTER FUND, LTD.         |
|   |                             |
|   |                             |
|   | By:                              | /s/Eugene Grin |   |
|   | Name:                            |   |   |
|   | Title:                           | Director |   |
|   |                             |
|   |                             |
|   | Address for Notices:             |
|   |                             |
|   | 825 Third Avenue, 14th Floor     |
|   | New York, New York 10022         |
|   | Attention:   Eugene Grin    |
|   | Facsimile:   212-541-4434   |
|        |                                  |  |  |  |

 

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