0001104659-04-007910 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 19th, 2004 • Micro Component Technology Inc • Instruments for meas & testing of electricity & elec signals • New York

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (the “Securities Purchase Agreement”), and pursuant to the Note referred to therein.

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Contract
Micro Component Technology Inc • March 19th, 2004 • Instruments for meas & testing of electricity & elec signals • New York

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 NEWCO THAT SUCH REGISTRATION IS NOT REQUIRED.

MICRO COMPONENT TECHNOLOGY, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 19th, 2004 • Micro Component Technology Inc • Instruments for meas & testing of electricity & elec signals • New York
SECURITY AGREEMENT
Security Agreement • March 19th, 2004 • Micro Component Technology Inc • Instruments for meas & testing of electricity & elec signals • New York

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”).

Contract
Micro Component Technology Inc • March 19th, 2004 • Instruments for meas & testing of electricity & elec signals • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE 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.

Contract
Secured Revolving Note • March 19th, 2004 • Micro Component Technology Inc • Instruments for meas & testing of electricity & elec signals • New York

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

MINIMUM BORROWING NOTE REGISTRATION RIGHTS AGREEMENT
Minimum Borrowing Note Registration Rights Agreement • March 19th, 2004 • Micro Component Technology Inc • Instruments for meas & testing of electricity & elec signals • New York

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

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