SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               ------------------

                        MICRO COMPONENT TECHNOLOGY, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Minnesota
--------------------------------------------------------------------------------
          (State or other jurisdiction of incorporation or organization

                                   41-0985960
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                             2340 West County Road C
                             St. Paul, MN 55113-2528
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                           Incentive Stock Option Plan
               Former Aseco Corp. 1986 Incentive Stock Option Plan
                   Former Aseco Corp. 1993 Omnibus Stock Plan
         Former Aseco Corp. 1993 Non-Employee Director Stock Option Plan
             Consulting Agreements with Former Aseco Corp. Officers
--------------------------------------------------------------------------------
                            (Full title of the plan)

                            Roger E. Gower, President
                        Micro Component Technology, Inc.
                             2340 West County Road C
                             St. Paul, MN 55113-2528
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (612) 697-4020
--------------------------------------------------------------------------------
          (Telephone number, including area code, if agent for service)

<PAGE>


                                   -----------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================
                                          Proposed         Proposed
Title of                                  Maximum          Maximum
Securities to be      Amount to be        Offering Price   Aggregate            Amount of
Registered            Registered          Per Share(1)     Offering Price(1)    Registration Fee
----------------------------------------------------------------------------------------------
<S>                   <C>                 <C>              <C>                  <C>
Common Stock          1,742,000 shares    $7.688           $13,392,496          $3,723.11
($.01 par value)
==============================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee, the
price per share is the average of the high and low prices on January 28, 2000.

<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         Incorporated by reference into the registration statement are the
following: (a) the Company's latest annual report filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 (the "Act") or the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed; (b) all other reports filed pursuant to
Section 13(a) or 15(d) of the Act since the end of the fiscal year covered by
the document referred to in (a) above; (c) the description of the Company's
common stock which is contained in a registration statement filed under the Act
including any amendment or report filed for the purposes of updating such
description. In addition, all documents filed subsequently by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Act prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold, or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into the registration statement and to be
a part thereof from the date of filing such documents.

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article VII, Section 1, of the Bylaws of the Company provides that each
director, officer, employee or agent shall be fully indemnified by the
corporation in the manner and to the extent provided by Minnesota law. Minnesota
Statutes, Section 302A.521, generally requires a corporation to indemnify its
directors, officers, employees or agents against judgments, penalties, fines and
expenses, including attorneys' fees, incurred in connection with their official
capacities, provided that such person (i) has not been indemnified by another
with respect to the same matter, (ii) acted in good faith, (iii) received no
improper personal benefit, (iv) had no reasonable cause to believe that his
conduct was unlawful and (v) reasonably believed that his conduct was in the
best interests of the corporation.

         Article VII, Section 1, of the Bylaws of the Company also authorizes
the corporation to purchase insurance to cover its directors, officers,
employees and agents for claims asserted against them in their official
capacities.

         The Company has purchased officers' and directors' liability insurance.
The policy provides that the insurer will pay, on behalf of the Company, 100
percent of any amount the Company is required or permitted to pay to indemnify
directors and officers due to a claim

<PAGE>


against such director or officer for errors, omissions, misstatements,
misleading statements, negligence, or breach of duty while acting in their
official capacities, or asserted against them solely by reason of their office,
with certain exclusions. The insurer will pay a maximum of $5,000,000 pursuant
to this policy, and will only make payment to the extent such damages exceed
$50,000 or $150,000, depending upon the nature of the claims.

         Article 10 of the Articles of Incorporation of the Company provides
that a director of the corporation shall have no liability to the corporation or
its stockholders for monetary damages for breach of fiduciary duty, to the
fullest extent permitted by Minnesota law. Minnesota Statutes, Section 302A.251,
subd. 4, provides that a director is not liable to a corporation or its
shareholders for monetary damages resulting from a breach of fiduciary duty as a
director, except for liability (1) for any breach of the director's duty of
loyalty to the corporation or its shareholders; (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (3) for transactions from which the director derived an improper personal
benefit; (4) for payments in violation of the provisions of Section 302A.559 of
the Minnesota Business Corporation Act, as it may be amended from time to time;
or (5) for any purchase or sale of securities in violation of Section 80A.23 of
the Minnesota Securities Act, as it may be amended from time to time.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8. EXHIBITS

         4A.      Incentive Stock Option Plan, as amended through September 27,
                  1999 (filed herewith).

         4B.      Former Aseco Corp. 1986 Incentive Stock Option Plan (filed
                  herewith).

         4C.      Former Aseco Corp. 1993 Omnibus Stock Plan (filed herewith).

         4D.      Former Aseco Corp. 1993 Non-Employee Director Stock Option
                  Plan (filed herewith).

         4E.      Amendment to Severance Agreement between Sebastian J. Sicari
                  and Aseco Corp. (filed herewith).

         4F.      Amendment to Separation Agreement between Carl S. Archer and
                  Aseco Corp. (filed herewith)

         5.       Opinion Regarding Legality (filed herewith).

         23A.     Consent of Deloitte & Touche, LLP (filed herewith).

         23B.     Consent of Best & Flanagan LLP (included in Exhibit 5 and
                  filed herewith).

         24.      Powers of Attorney (filed herewith).

<PAGE>


ITEM 9. UNDERTAKINGS.

         (a) The Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

         (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;

         (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement, shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed

<PAGE>


in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Paul, and State of Minnesota on this 31st
day of January, 2000.

                                       MICRO COMPONENT TECHNOLOGY, INC.
                                       (Registrant)


                                       By: /s/ Roger S. Gower
                                          --------------------------------------
                                          Roger E. Gower, President and
                                          Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 31st day of January, 2000.

<PAGE>


Signature                              Capacity
---------                              --------

                                       Principal Executive Officer and Director
-------------------------------
Roger E. Gower

                                       Principal Financial Officer and Principal
-------------------------------        Accounting Officer
Jeffrey S. Mathiesen

  *                                    Director
-------------------------------
Donald J. Kramer

  *                                    Director
-------------------------------
David M. Sugishita

  *                                    Director
-------------------------------
Donald VanLuvanee

  *                                    Director
-------------------------------
Patrick Verderico

  *                                    Director
-------------------------------
D. James Guzy

*By:
    ---------------------------
    Roger E. Gower
    Pursuant to Power of Attorney

The above person signing as directors are all of the members of the Company's
Board of Directors.

<PAGE>


         The Plans. Pursuant to the requirements of the Securities Act of 1933,
the Compensation Committee, which administers the plans described herein, has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Paul, and State
of Minnesota, on this 31st day of January, 2000.


                            Incentive Stock Option Plan
                            Former Aseco Corp. 1986 Incentive Stock Option Plan
                            Former Aseco Corp. 1993 Omnibus Stock Plan
                            Former Aseco Corp. 1993 Non-Employee
                             Director Stock Option Plan
                            Consulting Agreements with Former Aseco
                             Corp. Officers


                            By: *
                               -----------------------------------------
                               Donald R. VanLuvanee
                               Compensation Committee Chairman


                            *By: /s/ Roger E. Gower
                                ----------------------------------------
                                Roger E. Gower
                                Pursuant to Power of Attorney

<PAGE>


                                  EXHIBIT INDEX


4A.      Incentive Stock Option Plan, as amended through September 27, 1999
         (filed herewith).

4B.      Former Aseco Corp. 1986 Incentive Stock Option Plan (filed herewith).

4C.      Former Aseco Corp. 1993 Omnibus Stock Plan (filed herewith).

4D.      Former Aseco Corp. 1993 Non-Employee Director Stock Option Plan (filed
         herewith).

4E.      Amendment to Severance Agreement between Sebastian J. Sicari and Aseco
         Corp. (filed herewith).

4F.      Amendment to Separation Agreement between Carl S. Archer and Aseco
         Corp. (filed herewith).

5.       Opinion Regarding Legality (filed herewith).

23A.     Consent of Deloitte & Touche, LLP (filed herewith).

23B.     Consent of Best & Flanagan LLP (included in Exhibit 5 and filed
         herewith).

24.      Powers of Attorney (filed herewith).
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SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               ------------------

                        MICRO COMPONENT TECHNOLOGY, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Minnesota
--------------------------------------------------------------------------------
          (State or other jurisdiction of incorporation or organization

                                   41-0985960
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                             2340 West County Road C
                             St. Paul, MN 55113-2528
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                           Incentive Stock Option Plan
               Former Aseco Corp. 1986 Incentive Stock Option Plan
                   Former Aseco Corp. 1993 Omnibus Stock Plan
         Former Aseco Corp. 1993 Non-Employee Director Stock Option Plan
             Consulting Agreements with Former Aseco Corp. Officers
--------------------------------------------------------------------------------
                            (Full title of the plan)

                            Roger E. Gower, President
                        Micro Component Technology, Inc.
                             2340 West County Road C
                             St. Paul, MN 55113-2528
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (612) 697-4020
--------------------------------------------------------------------------------
          (Telephone number, including area code, if agent for service)
-----------

                         CALCULATION OF REGISTRATION FEE
==============================================================================================
                                          Proposed         Proposed
Title of                                  Maximum          Maximum
Securities to be      Amount to be        Offering Price   Aggregate            Amount of
Registered            Registered          Per Share(1)     Offering Price(1)    Registration Fee
----------------------------------------------------------------------------------------------
Common Stock          1,742,000 shares    $7.688           $13,392,496          $3,723.11
($.01 par value)
==============================================================================================
(1) Estimated solely for the purpose of calculating the registration fee, the
price per share is the average of the high and low prices on January 28, 2000.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         Incorporated by reference into the registration statement are the
following: (a) the Company's latest annual report filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 (the "Act") or the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed; (b) all other reports filed pursuant to
Section 13(a) or 15(d) of the Act since the end of the fiscal year covered by
the document referred to in (a) above; (c) the description of the Company's
common stock which is contained in a registration statement filed under the Act
including any amendment or report filed for the purposes of updating such
description. In addition, all documents filed subsequently by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Act prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold, or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into the registration statement and to be
a part thereof from the date of filing such documents.

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article VII, Section 1, of the Bylaws of the Company provides that each
director, officer, employee or agent shall be fully indemnified by the
corporation in the manner and to the extent provided by Minnesota law. Minnesota
Statutes, Section 302A.521, generally requires a corporation to indemnify its
directors, officers, employees or agents against judgments, penalties, fines and
expenses, including attorneys' fees, incurred in connection with their official
capacities, provided that such person (i) has not been indemnified by another
with respect to the same matter, (ii) acted in good faith, (iii) received no
improper personal benefit, (iv) had no reasonable cause to believe that his
conduct was unlawful and (v) reasonably believed that his conduct was in the
best interests of the corporation.

         Article VII, Section 1, of the Bylaws of the Company also authorizes
the corporation to purchase insurance to cover its directors, officers,
employees and agents for claims asserted against them in their official
capacities.

         The Company has purchased officers' and directors' liability insurance.
The policy provides that the insurer will pay, on behalf of the Company, 100
percent of any amount the Company is required or permitted to pay to indemnify
directors and officers due to a claim
against such director or officer for errors, omissions, misstatements,
misleading statements, negligence, or breach of duty while acting in their
official capacities, or asserted against them solely by reason of their office,
with certain exclusions. The insurer will pay a maximum of $5,000,000 pursuant
to this policy, and will only make payment to the extent such damages exceed
$50,000 or $150,000, depending upon the nature of the claims.

         Article 10 of the Articles of Incorporation of the Company provides
that a director of the corporation shall have no liability to the corporation or
its stockholders for monetary damages for breach of fiduciary duty, to the
fullest extent permitted by Minnesota law. Minnesota Statutes, Section 302A.251,
subd. 4, provides that a director is not liable to a corporation or its
shareholders for monetary damages resulting from a breach of fiduciary duty as a
director, except for liability (1) for any breach of the director's duty of
loyalty to the corporation or its shareholders; (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (3) for transactions from which the director derived an improper personal
benefit; (4) for payments in violation of the provisions of Section 302A.559 of
the Minnesota Business Corporation Act, as it may be amended from time to time;
or (5) for any purchase or sale of securities in violation of Section 80A.23 of
the Minnesota Securities Act, as it may be amended from time to time.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8. EXHIBITS

         4A.      Incentive Stock Option Plan, as amended through September 27,
                  1999 (filed herewith).

         4B.      Former Aseco Corp. 1986 Incentive Stock Option Plan (filed
                  herewith).

         4C.      Former Aseco Corp. 1993 Omnibus Stock Plan (filed herewith).

         4D.      Former Aseco Corp. 1993 Non-Employee Director Stock Option
                  Plan (filed herewith).

         4E.      Amendment to Severance Agreement between Sebastian J. Sicari
                  and Aseco Corp. (filed herewith).

         4F.      Amendment to Separation Agreement between Carl S. Archer and
                  Aseco Corp. (filed herewith)

         5.       Opinion Regarding Legality (filed herewith).

         23A.     Consent of Deloitte & Touche, LLP (filed herewith).

         23B.     Consent of Best & Flanagan LLP (included in Exhibit 5 and
                  filed herewith).

         24.      Powers of Attorney (filed herewith).
ITEM 9. UNDERTAKINGS.

         (a) The Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

         (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;

         (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement, shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Paul, and State of Minnesota on this 31st
day of January, 2000.

                                       MICRO COMPONENT TECHNOLOGY, INC.
                                       (Registrant)

                                       By: /s/ Roger S. Gower
                                          --------------------------------------
                                          Roger E. Gower, President and
                                          Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 31st day of January, 2000.
Signature                              Capacity
---------                              --------

                                       Principal Executive Officer and Director
-------------------------------
Roger E. Gower

                                       Principal Financial Officer and Principal
-------------------------------        Accounting Officer
Jeffrey S. Mathiesen

  *                                    Director
-------------------------------
Donald J. Kramer

  *                                    Director
-------------------------------
David M. Sugishita

  *                                    Director
-------------------------------
Donald VanLuvanee

  *                                    Director
-------------------------------
Patrick Verderico

  *                                    Director
-------------------------------
D. James Guzy

*By:
    ---------------------------
    Roger E. Gower
    Pursuant to Power of Attorney

The above person signing as directors are all of the members of the Company's
Board of Directors.
The Plans. Pursuant to the requirements of the Securities Act of 1933,
the Compensation Committee, which administers the plans described herein, has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Paul, and State
of Minnesota, on this 31st day of January, 2000.

                            Incentive Stock Option Plan
                            Former Aseco Corp. 1986 Incentive Stock Option Plan
                            Former Aseco Corp. 1993 Omnibus Stock Plan
                            Former Aseco Corp. 1993 Non-Employee
                             Director Stock Option Plan
                            Consulting Agreements with Former Aseco
                             Corp. Officers

                            By: *
                               -----------------------------------------
                               Donald R. VanLuvanee
                               Compensation Committee Chairman

                            *By: /s/ Roger E. Gower
                                ----------------------------------------
                                Roger E. Gower
                                Pursuant to Power of Attorney
EXHIBIT INDEX

4A.      Incentive Stock Option Plan, as amended through September 27, 1999
         (filed herewith).

4B.      Former Aseco Corp. 1986 Incentive Stock Option Plan (filed herewith).

4C.      Former Aseco Corp. 1993 Omnibus Stock Plan (filed herewith).

4D.      Former Aseco Corp. 1993 Non-Employee Director Stock Option Plan (filed
         herewith).

4E.      Amendment to Severance Agreement between Sebastian J. Sicari and Aseco
         Corp. (filed herewith).

4F.      Amendment to Separation Agreement between Carl S. Archer and Aseco
         Corp. (filed herewith).

5.       Opinion Regarding Legality (filed herewith).

23A.     Consent of Deloitte & Touche, LLP (filed herewith).

23B.     Consent of Best & Flanagan LLP (included in Exhibit 5 and filed
         herewith).

24.      Powers of Attorney (filed herewith).