EXHIBIT 10Z
EXECUTION VERSION
SECURITY AGREEMENT
This Security Agreement is made as of March 9, 2004 by and between LAURUS MASTER
FUND, LTD., a Cayman Islands corporation ("Laurus") and MICRO COMPONENT
TECHNOLOGY, INC., a Minnesota corporation (the "Company").
BACKGROUND
Company has requested that Laurus make advances available to Company; and
Laurus has agreed to make such advances to Company on the terms and conditions
set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and undertakings and
the terms and conditions contained herein, the parties hereto agree as follows:
(A)
GENERAL DEFINITIONS.
CAPITALIZED TERMS USED IN THIS AGREEMENT
SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN ANNEX A.
(b)
Accounting Terms.
Any accounting terms used in this Agreement
which are not specifically defined shall have the meanings customarily given
them in accordance with GAAP and all financial computations shall be computed,
unless specifically provided herein, in accordance with GAAP consistently
applied.
OTHER TERMS.
ALL OTHER TERMS USED IN THIS AGREEMENT AND DEFINED IN THE UCC,
SHALL HAVE THE MEANING GIVEN THEREIN UNLESS OTHERWISE DEFINED HEREIN.
RULES OF CONSTRUCTION.
ALL SCHEDULES, ADDENDA, ANNEXES AND EXHIBITS HERETO OR
EXPRESSLY IDENTIFIED TO THIS AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE AND
TAKEN TOGETHER WITH THIS AGREEMENT CONSTITUTE BUT A SINGLE AGREEMENT.
THE WORDS
"HEREIN", HEREOF" AND "HEREUNDER" OR OTHER WORDS OF SIMILAR IMPORT REFER TO THIS
AGREEMENT AS A WHOLE, INCLUDING THE EXHIBITS, ADDENDA, ANNEXES AND SCHEDULES
THERETO, AS THE SAME MAY BE FROM TIME TO TIME AMENDED, MODIFIED, RESTATED OR
SUPPLEMENTED, AND NOT TO ANY PARTICULAR SECTION, SUBSECTION OR CLAUSE CONTAINED
IN THIS AGREEMENT.
WHEREVER FROM THE CONTEXT IT APPEARS APPROPRIATE, EACH TERM
STATED IN EITHER THE SINGULAR OR PLURAL SHALL INCLUDE THE SINGULAR AND THE
PLURAL, AND PRONOUNS STATED IN THE MASCULINE, FEMININE OR NEUTER GENDER SHALL
INCLUDE THE MASCULINE, THE FEMININE AND THE NEUTER.
THE TERM "OR" IS NOT
EXCLUSIVE.
THE TERM "INCLUDING" (OR ANY FORM THEREOF) SHALL NOT BE LIMITING OR
EXCLUSIVE.
ALL REFERENCES TO STATUTES AND RELATED REGULATIONS SHALL INCLUDE ANY
AMENDMENTS OF SAME AND ANY SUCCESSOR STATUTES AND REGULATIONS.
ALL REFERENCES
IN THIS AGREEMENT OR IN THE SCHEDULES, ADDENDA, ANNEXES AND EXHIBITS TO THIS
AGREEMENT TO SECTIONS, SCHEDULES, DISCLOSURE SCHEDULES, EXHIBITS, AND
ATTACHMENTS SHALL REFER TO THE CORRESPONDING SECTIONS, SCHEDULES, DISCLOSURE
SCHEDULES, EXHIBITS, AND ATTACHMENTS OF OR TO THIS AGREEMENT.
ALL REFERENCES TO
ANY INSTRUMENTS OR AGREEMENTS, INCLUDING REFERENCES TO ANY OF THIS AGREEMENT OR
THE ANCILLARY AGREEMENTS SHALL INCLUDE ANY AND ALL MODIFICATIONS OR AMENDMENTS
THERETO AND ANY AND ALL EXTENSIONS OR RENEWALS THEREOF.
LOANS.
(a)
Subject to the terms and conditions set forth herein and in the Ancillary
Agreements, Laurus may make loans (the "Loans") to Company from time to time
during the Term which, in the aggregate at any time outstanding, will not exceed
the lesser of (i) (x) the Capital Availability Amount minus (y) such reserves as
Laurus
10Z-1
may reasonably in its good faith judgment deem proper and necessary from time to
time (the "Reserves") or (ii) an