SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

AMENDMENT NO. 24

TO

SCHEDULE 13D

(RULE 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

MICRO IMAGING TECHNOLOGY, INC.

(Formerly Electropure, Inc.)

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

59484E 10 0

(CUSIP Number)

Catherine Patterson

Micro Imaging Technology, Inc.

970 Calle Amanecer, Suite F

San Clemente, CA 92673

(949) 485-6006

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 26, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b) (3) or (4), check the following box o.

(Continued on following pages)

(Page 1 of 6 Pages)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13D - AMENDMENT NO. 24

CUSIP No. 59484E 10 PAGE 2 OF 6 PAGES

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anthony M. Frank
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OR ORGANIZATION California, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 15,399,703
		8	SHARED VOTING POWER None
		9	SOLE DISPOSITIVE POWER 15,399,703
		10	SHARED DISPOSITIVE POWER None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,399,703 and 250,000 shares each of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.6% of the Common Stock 100% of the Series C Convertible Preferred Stock 100% of the Series D Convertible Preferred Stock 59.6% of voting power
14	TYPE OF REPORTING PERSON* IN - 8,355,938 EP - 80,000

* SEE INSTRUCTIONS BEFORE FILLING OUT!

PAGE 3 OF 6 PAGES

This Amendment No. 24 amends, in relevant part as follows, the Schedule 13D, filed January 31, 2005, of Anthony M. Frank (the “Reporting Person”) with respect to the common stock, $0.01 par value per share (“Common Stock”) of Electropure, Inc., a California corporation.

ITEM 1. SECURITY AND ISSUER

Common Stock, $0.01 par value, of Micro Imaging Technology, Inc., (formerly, Electropure, Inc.), a California corporation (“MIT”). The principal executive office of MIT is located at 970 Calle Amanecer, Suite F, San Clemente, California 92673.

ITEM 2. IDENTITY AND BACKGROUND

(a)Anthony M. Frank

(b)320 Meadowood Court, Pleasant Hill, CA 94523

(c)Retired - former Postmaster General

(d)Not applicable

(e)Not applicable

(f)U.S.A.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The funds utilized to acquire the 7,656,745 shares of Micro Imaging Technology, Inc. common stock, as described below, were from Mr. Frank’s personal funds.

ITEM 4. PURPOSE OF THE TRANSACTION

On January 26, 2006, Mr. Frank received 308,721 shares of common stock upon the conversion of $43,221 in interest accrued on personal loans to MIT.

On August 17, 2006, the Company agreed to exchange 1,176,471 shares of its common stock for 400,000 shares of stock that Mr. Frank purchased in the Company’s Nevada subsidiary, Micro Imaging Technology. The original purchase occurred on September 9, 2003 at a price of $1.00 per share. The exchange rate was based upon the fair market value of the Company’s common stock ($0.34 per share) as of the original 2003 purchase date.

On February 14, 2007, Mr. Frank converted $1,542,888 in principal and interest accrued on loans he made to the Company into a total of 6,171,553 shares of its common stock at the fair market value of $0.25 per share.

Mr. Frank may in the future acquire, hold and dispose of shares of Common Stock or warrants or options for such Common Stock or other securities of MIT and such transactions may be in the open market, privately or directly from MIT.

PAGE 4 OF 6 PAGES

Except as set forth above, Mr. Frank does not have any plans or proposals which may have, which relate to or which would result in:

(a)The acquisition by any person of additional securities of MIT, or the disposition of securities of MIT;

(b)An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving MIT or any of its subsidiaries;

(c)A sale or transfer of a material amount of assets of MIT or any of its subsidiaries;

(d)Any change in the present Board of Directors or management of MIT, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board;

(e)Any material change in the present capitalization or dividend policy of MIT;

(f) Any other material change in MIT’s business or corporate structure;

(g)Changes in MIT’s charter, bylaws or instruments, correspondence thereto or other actions which may impede the acquisition or control of MIT by any person;

(h)Causing a class of securities of MIT to be delisted from a national securities exchange or to cease to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of MIT becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j) Any action similar to any of those enumerated above.

ITEM 5. INTEREST IN SECURITIES OF ISSUER

(a) Mr. Frank owns the following shares of MIT:

15,399,703 shares of Common Stock with one vote per share¹.

250,000 shares of Series C Convertible Preferred Stock with no voting rights.

250,000 shares of Series D Convertible Preferred Stock with no voting rights.

Mr. Frank owns beneficially 59.3% of the Common Stock (59.6% if all of the warrants described below are exercised); 100% of the Series C Convertible Preferred Stock; and 100% of the Series D Convertible Preferred Stock of MIT. Mr. Frank owns 54.2% of the voting power of all classes of stock of MIT.

¹Includes warrants for 200,000 shares of Common Stock exercisable at $1.00 per share.

PAGE 5 OF 6 PAGES

(b) Mr. Frank has the sole voting and dispositive power over the shares he owns.

(c) Since January 31, 2005, Mr. Frank has entered into the following transactions with regard to MIT’s Common Stock:

On January 26, 2006, Mr. Frank converted $43,221 in interest accrued on $315,000 in personal loans to MIT into 308,721 shares of MIT common stock, with a fair market value of $0.14 per share.

On August 17, 2006, the MIT agreed to exchange 400,000 shares of common stock held by Mr. Frank since September 9, 2003 in its Nevada subsidiary into 1,176,471 shares of MIT common stock, using a September 9, 2003 exchange rate of $0.34 per share.

On February 14, 2007, Mr. Frank converted $1,542,888 in principal and interest accrued on loans he made to the Company between January 2001 and December 2006. He received 6,171,553 shares of common stock at the fair market value of $0.25 per share.

The following Warrants are currently exercisable by Mr. Frank:

DATE GRANTED EXERCISE PRICE NO. OF SHARES

09/09/03 $1.00 200,000

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER

On September 9, 2003, Mr. Frank acquired warrants, through a private placement offering to purchase 200,000 shares of MIT Common Stock at $1.00 per share. Mr. Frank also received the right to purchase 200,000 shares of MIT’s privately-held, Nevada subsidiary, Micro Imaging Technology, at $2.00 per share. All of the warrants expire on September 30, 2007.

Pursuant to an August, 1997 License Termination Agreement between the Company and its former licensee, EDI Components, the Company is obligated to issue shares to the investors of EDI Components upon the Common Stock of the Company first having a per share market value for thirty consecutive trading days equal to or in excess each of $3.00, $4.00 and $5.50 per share (each a “Trigger Value”). Of such shares, if and when issued by the Company, as an investor in EDI Components, Mr. Frank is to receive 16,667, 12,501 and 9,090 shares valued at $3.00, $4.00 and $5.50, respectively.

ITEM 7. EXHIBITS

10.10.BZ Debt Conversion Agreement dated 01/26/06

10.10 CA Debt Conversion Agreement dated 02/14/07

PAGE 6 OF 6 PAGES

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 24 to Schedule 13D is true, complete and correct.

Dated:February 16, 2007

/S/ ANTHONY M. FRANK

Anthony M. Frank

EX-10.10BZ

EXHIBIT 10.10.BZ

DEBT CONVERSION AGREEMENT

THIS DEBT CONVERSION AGREEMENT (the “Agreement”) is made and entered into effective as of the 26th day of January, 2006, by and between ANTHONY M. FRANK (hereinafter referred to as “Buyer”) and ELECTROPURE, INC., a California corporation (hereinafter referred to as “Electropure” or the “Company”).

RECITALS

WHEREAS, Buyer loaned the Company Three Hundred Thirty Five Thousand Dollars ($335,000) all pursuant to an 8% Convertible Term Note on the dates and in the amounts reflected in the table below (collectively, the “Term Notes”).

WHEREAS, as of October 31, 2005, a total of $43,220.82 in interest accrued on the above loans is due and payable to Buyer by the Company.

WHEREAS, Buyer wishes to convert all of the interest accrued on the Term Note through October 31, 2005 into shares of Electropure, Inc. Common Stock and the Company wishes to issue such shares to extinguish the debt owed Buyer.

NOW, THEREFORE, in consideration of the foregoing and of the mutual obligations herein contained, it is agreed as follows:

1. CONVERSION

(a) On the date set forth above, Buyer hereby converts all of the $43,220.82 in interest accrued on the Term Notes into Shares of Electropure, Inc. Common Stock, $0.01 par value, at an effective conversion rate of $0.14 per share, for a total of 308,721 Shares (the “Shares”).

  LOAN DATE   LOAN AMOUNT INTEREST AT 10/31/05 CONVERSION SHARES

11/21/03	100,000	15,561.64	111,155
12/19/03	100,000	14,947.95	106,771
07/04/04	65,000	6,938.08	49,558
09/16/04	50,000	4,493.15	32,094
01/12/05	20,000	1,280.00	9,143
	335,000	43,220.82	308,721

(b)           The Shares shall have the rights, preferences, privileges, restrictions and other terms set forth in the By-laws of the Company.

(c)           Upon conversion, Buyer acknowledges that all interest accrued and due through October 31, 2005 pursuant to the terms of the 8% Three-Year Convertible Term Notes referenced above has been satisfied in full by the Company.  Buyer also acknowledges that pursuant to this Debt Conversion Agreement any default by Electropure for failure to pay interest due on the Notes through October 31, 2005 has been cured.

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EXHIBIT 10.10.BZ

2.         REPRESENTATIONS AND WARRANTIES OF BUYER       Buyer represents and warrants to the Company:

(a)        The Shares are being acquired by Buyer for investment for an indefinite period, for Buyer’s own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and the Buyer has no present intention of selling, granting participations in, or otherwise distributing the same except as may be permitted by the Securities Act of 1933, as amended (the “Act”).

(b)        Buyer does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participation to such person or to any third person, with respect to the Shares.

(c)        That Buyer understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), in reliance upon the exemptions from the registration provisions of the Act contained in Section 4 (2) thereof, and any continued reliance on such exemption is predicated on the representations of the Buyer set forth herein.

(d)        Buyer understands that the Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act, as amended, or an exemption from such registration is available.  Buyer further understands that the Company is under no obligation to register the Securities on its behalf or to assist him in complying with any exemption from registration except as otherwise provided herein.

(e)        Buyer (i) has adequate means of providing for his current needs and possible contingencies, (ii) has no need for liquidity in this investment, (iii) is able to bear the substantial economic risks of an investment in the Shares for an indefinite period, (iv) at the present time, can afford a complete loss of such investment, and (v) does not have an overall commitment to investments which are not readily marketable that is disproportionate to Buyer’s net worth, and Buyer’s investment in the Shares will not cause such overall commitment to become excessive.

(f)        Buyer is an “accredited investor” (as defined in Regulation D promulgated under the Act) and the undersigned’s total investment in the Shares does not exceed 10% of the Buyer’s net worth.

(g)       Buyer recognizes that the Company has had only limited revenues to date and that the Shares as an investment involve significant risks.

(h)        Buyer will not transfer the Shares without registering them under applicable federal and state securities laws unless the transfer is exempt from registration.  Buyer realizes that the Company may not allow a transfer of Shares unless the transferee is also an “accredited investor”.  Buyer understands that legends will be placed on certificates representing the Shares, with respect to the above restrictions on resale or other disposition of the Shares and that stop transfer instructions have or will be placed with respect to the Shares so as to restrict the assignment, resale or other disposition thereof.

(i)            The Company will direct its transfer agent to, or will itself, place such a stop transfer order in its books respecting transfer of the Shares, and the certificate or certificates representing the Shares will bear the following legend or a legend substantially similar thereto:

2

EXHIBIT 10.10.BZ

“THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.  THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF:  (1) AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT, OR (2) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

(j)            That Buyer understands that Rule 144, promulgated by the Securities and Exchange Commission under the Act, may not be currently available for sale of the Shares, and there is no assurance that it will be available at any particular time in the future.  If and when Rule 144 is available for sale of the Common Stock underlying the Shares, such sales in reliance upon Rule 144 may only be (i) in limited quantities after the Shares have been held for one (1) year after being sold by the Company, or (ii) in unlimited quantities by non-affiliates after the Shares have been held for two (2) years after being sold by the Company, in each case in accordance with the conditions of the Rule, all of which must be met (including the requirement, if applicable, that adequate information concerning the Company is then available to the public).  The Company and Buyer acknowledges that the Company has no obligation to supply the information required for sales under Rule 144.

(k)           The Purchase Price to be paid by Buyer to Company for the Shares has been determined by Buyer as fair and appropriate based solely upon Buyer’s independent investigation and due diligence of the Company, and neither Buyer nor the Company nor any of their agents, including, without limitation, any of their officers, directors, employees, accountants and attorneys, has made any representations or warranties whatsoever in connection with the sale of the Shares by the Company to Buyer.  Buyer has had sufficient opportunity in connection with the sale of the Shares to review the Company’s business and affairs (including, without limitation, the Company’s financial statements and other information).  The Buyer has had answered to his satisfaction any questions with respect to the Company’s business and affairs.  Buyer further has had the opportunity to obtain independent financial, legal, accounting, business, tax and other appropriate advice with respect to the transactions contemplated by this Agreement, and is not relying upon the Company or any of its agents in any manner in connection with same.

3. REGISTRATION RIGHTS.       The Company agrees to include for registration under the Act all of the Shares issued hereby in the next Registration Statement filed by the Company with the Securities and Exchange Commission.

4. REPRESENTATIONS AND WARRANTIES OF ELECTROPURE

(a)           Electropure is a corporation duly organized and validly existing under the laws of the State of California without limit as to duration of its existence, and is authorized and in good standing to do business in no other state; Electropure has the corporate power and adequate authority, rights and franchise to own its property and to carry on its business as now conducted; and, subject to ratification by its Board of Directors, Electropure has the corporate power and adequate authority to enter into this Agreement.

(b)           The execution and delivery of this Agreement and subject to (1) ratification by the Board of Directors of the Company and (2) filing the Certificate with the California Secretary of State, the performance of the provisions of this Agreement are not in contravention of or in conflict with any law or regulation or any term or provision of Electropure’s Articles of Incorporation or By-Laws and are duly authorized and do not require the consent or approval of any governmental body or other regulatory authority; and this Agreement is a valid, binding and legal obligation of Electropure, enforceable in accordance with the terms herein.

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EXHIBIT 10.10.BZ

5. ENTIRE AGREEMENT       This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings relating to such subject matter.

6. AMENDMENT       This Agreement may not be amended except by written document executed by the parties.

7. SUBJECT HEADINGS       Subject headings are included for convenience only and shall not be deemed part of this Agreement.

8. SEVERABILITY       If any provision of this Agreement shall be held unenforceable as applied to any circumstance, the remainder of this Agreement and the application of such provision to other circumstances shall be interpreted so as best to effect the intent of the parties.  The parties further agree to replace any such unenforceable provision with an enforceable provision (and to take such other action) which will achieve, to the extent possible, the purposes of the unenforceable provision.

9.             GOVERNING LAW       This Agreement shall be governed by and construed under the laws of the State of California in force from time to time.

10.          PARTIES BOUND       This Agreement is binding on and shall inure to the benefit of the parties and their respective successors, assign, heirs, and legal representatives.

11.          SURVIVAL       The representations, warranties, covenants, and agreements contained in this Agreement shall survive the consummation of the transactions contemplated hereby.

12.          COUNTERPARTS       This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

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

COMPANY:	BUYER:
ELECTROPURE, INC.
/S/ CATHERINE PATTERSON	/S/ ANTHONY M. FRANK
Catherine Patterson, CFO	Anthony M. Frank
23456 South Pointe Drive	1 Maritime Plaza, Suite 825
Laguna Hills, CA 92653-1512	San Francisco, CA  94111

4

EX-10.10CA

EXHIBIT 10.10.CA

DEBT CONVERSION AGREEMENT

THIS DEBT CONVERSION AGREEMENT (the “Agreement”) is made and entered into effective as of the 14th day of February, 2007, by and between ANTHONY M. FRANK, an individual, and as Trustee for the Anthony M. Frank Keogh Plan UTA Charles Schwab & Co., Inc.; the Anthony M. Frank Defined Benefit Pension Plan UA DTD 12/01/98, FBO: Shirley M. Pegg; and the Anthony M. Frank IRA Rollover Dated 06/14/92, UTA Charles Schwab & Co., Inc. (hereinafter collectively referred to as “Buyer”) and MICRO IMAGING TECHNOLOGY, INC. (FORMERLY, ELECTROPURE, INC.), a California corporation (hereinafter referred to as “MIT” or the “Company”).

RECITALS

WHEREAS, Buyer loaned the Company One Million One Hundred Twenty Six Thousand Eight Hundred Dollars ($1,126,800) all pursuant to various Convertible Term Notes on the dates and in the amounts reflected in the table below (collectively, the “Term Notes”).

WHEREAS, as of February 14, 2007, a total of $416,088.34 in interest accrued on the above loans is due and payable to Buyer by the Company.

WHEREAS, Buyer wishes to convert all of the principal and interest accrued on the Term Notes through February 14, 2007 into shares of Micro Imaging Technology, Inc. Common Stock and the Company wishes to issue such shares to extinguish the debt owed Buyer in its entirety.

NOW, THEREFORE, in consideration of the foregoing and of the mutual obligations herein contained, it is agreed as follows:

1. CONVERSION

(a)On the date set forth above, Buyer hereby converts all of the principal and interest accrued on the Term Notes, totaling $1,542,888.34, into Shares of Micro Imaging Technology, Inc. Common Stock, $0.01 par value, at an effective conversion rate of $0.25 per share, in the names and amounts indicated in the table below, for an aggregate of 6,171,553 Shares (the “Conversion Shares”).

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EXHIBIT 10.10.CA

						PRINCIPAL	ACCRUED	TOTAL
				ORIGINAL	CURRENT	BALANCE	INTEREST	DUE
	LOAN	LOAN		DUE	DUE	AT	AT	AT	CONVERSION
	DATE	AMOUNT		DATE	DATE	2/14/2007	2/14/2007	2/14/2007	SHARES
	Anthony M. Frank Keogh Plan UTA Charles Schwab & Co., Inc.
(A)	01/17/01	600,000		01/17/04	08/17/08		107,733.33	107,733.33
	12/02/02	50,000		12/02/03	08/17/08	50,000	17,304.11	67,304.11
(B)	12/18/02	100,000		12/18/03	08/17/08		-	-
(B)	09/09/03	(100,000	)		08/17/08		7,422.45	7,422.45
(B)	01/09/03	100,000		01/09/04	08/17/08		-	-
(B)	09/09/03	(100,000	)		08/17/08		6,799.19	6,799.19
(A)	01/23/03	100,000		01/23/04	08/17/08		33,468.50	33,468.50
(A)	02/23/03	100,000		02/23/04	08/17/08		32,789.04	32,789.04
(A)	11/04/03	100,000		11/04/04	08/17/08		27,221.92	27,221.92
(A)	08/21/06	40,000		08/21/08	08/21/08		1,939.73	1,939.73
(A)	10/06/06	60,000		10/06/08	10/06/08		2,153.42	2,153.42
	11/10/06	50,000		11/10/08	11/10/08	50,000	1,315.07	51,315.07
	12/05/06	50,000		12/05/08	12/05/08	50,000	972.60	50,972.60
	12/29/06	56,800		12/29/08	12/29/08	56,800	731.40	57,531.40
		1,206,800				206,800.00	239,850.77	446,650.77	1,786,603
	Anthony M. Frank Defined Benefit Pension Plan UA DTD 12/01/98, FBO: Shirley M. Pegg
	01/17/01	400,000		01/17/04	08/17/08	400,000	71,822.23	471,822.23
	05/03/02	150,000		07/03/03	08/17/08	150,000	58,915.07	208,915.07
		550,000				550,000	130,737.29	680,737.29	2,722,949
	Anthony M. Frank IRA Rollover Dated 06/14/92, UTA Charles Schwab & Co., Inc.
	07/01/04	35,000		07/01/05	08/17/08	35,000	7,686.58	42,686.58	170,746
	Anthony M. Frank (an individual)
	11/21/03	100,000		11/21/04	08/17/08	100,000	11,287.68	111,287.68
	12/19/03	100,000		12/19/04	08/17/08	100,000	11,287.67	111,287.67
	07/01/04	50,000		07/01/05	08/17/08	50,000	5,643.84	55,643.84
	07/01/04	15,000		07/01/05	08/17/08	15,000	1,693.15	16,693.15
	09/16/04	50,000		03/16/05	08/17/08	50,000	5,643.83	55,643.83
	01/12/05	20,000		07/12/05	08/17/08	20,000	2,257.53	22,257.53
		335,000				335,000	37,813.70	372,813.70	1,491,255
	TOTAL	2,126,800				1,126,800	416,088.34	1,542,888.34	6,171,553

(A) Principal balance paid via wire transfer on February 14, 2007 from the Dieterich & Associates Trust Account for the benefit of Micro Imaging Technology, Inc.

(B) Principal converted on September 9, 2003 to MIT private placement shares and warrants and ELTP warrants. Balance due is interest accrued.

(b)The Conversion Shares shall have the rights, preferences, privileges, restrictions and other terms set forth in the By-laws of the Company.

(c)Upon conversion, Buyer acknowledges that all principal and interest accrued and due through the date hereof pursuant to the terms of the respective Term Notes referenced above has been satisfied in full by the Company.  Buyer also acknowledges that pursuant to this Debt Conversion Agreement any default by MIT for failure to pay interest due on the Term Notes through the date hereof has been cured.

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EXHIBIT 10.10.CA

2. REPRESENTATIONS AND WARRANTIES OF BUYER       Buyer represents and warrants to the Company:

(a)The Conversion Shares are being acquired by Buyer for investment for an indefinite period, for Buyer’s own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and the Buyer has no present intention of selling, granting participations in, or otherwise distributing the same except as may be permitted by the Securities Act of 1933, as amended (the “Act”).

(b)Buyer does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participation to such person or to any third person, with respect to the Conversion Shares.

(c)That Buyer understands that the Conversion Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), in reliance upon the exemptions from the registration provisions of the Act contained in Section 4 (2) thereof, and any continued reliance on such exemption is predicated on the representations of the Buyer set forth herein.

(d)Buyer understands that the Conversion Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act, as amended, or an exemption from such registration is available.  Buyer further understands that the Company is under no obligation to register the Securities on its behalf or to assist him in complying with any exemption from registration except as otherwise provided herein.

(e)Buyer (i) has adequate means of providing for his current needs and possible contingencies, (ii) has no need for liquidity in this investment, (iii) is able to bear the substantial economic risks of an investment in the Conversion Shares for an indefinite period, (iv) at the present time, can afford a complete loss of such investment, and (v) does not have an overall commitment to investments which are not readily marketable that is disproportionate to Buyer’s net worth, and Buyer’s investment in the Conversion Shares will not cause such overall commitment to become excessive.

(f) Buyer is an “accredited investor” (as defined in Regulation D promulgated under the Act) and the undersigned’s total investment in the Conversion Shares does not exceed 10% of the Buyer’s net worth.

(g)Buyer recognizes that the Company has had only limited revenues to date and that the Conversion Shares as an investment involve significant risks.

(h)Buyer will not transfer the Conversion Shares without registering them under applicable federal and state securities laws unless the transfer is exempt from registration.  Buyer realizes that the Company may not allow a transfer of Conversion Shares unless the transferee is also an “accredited investor”.  Buyer understands that legends will be placed on certificates representing the Conversion Shares, with respect to the above restrictions on resale or other disposition of the Conversion Shares and that stop transfer instructions have or will be placed with respect to the Conversion Shares so as to restrict the assignment, resale or other disposition thereof.

(i)The Company will direct its transfer agent to, or will itself, place such a stop transfer order in its books respecting transfer of the Conversion Shares, and the certificate or certificates representing the Conversion Shares will bear the following legend or a legend substantially similar thereto:

3

EXHIBIT 10.10.CA

“THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.  THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF:  (1) AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT, OR (2) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

(j)            That Buyer understands that Rule 144, promulgated by the Securities and Exchange Commission under the Act, may not be currently available for sale of the Conversion Shares, and there is no assurance that it will be available at any particular time in the future.  If and when Rule 144 is available for sale of the Common Stock underlying the Conversion Shares, such sales in reliance upon Rule 144 may only be (i) in limited quantities after the Conversion Shares have been held for one (1) year after being sold by the Company, or (ii) in unlimited quantities by non-affiliates after the Conversion Shares have been held for two (2) years after being sold by the Company, in each case in accordance with the conditions of the Rule, all of which must be met (including the requirement, if applicable, that adequate information concerning the Company is then available to the public).  The Company and Buyer acknowledge that the Company has no obligation to supply the information required for sales under Rule 144.

(k)           The Purchase Price to be paid by Buyer to Company for the Conversion Shares has been determined by Buyer as fair and appropriate based solely upon Buyer’s independent investigation and due diligence of the Company, and neither Buyer nor the Company nor any of their agents, including, without limitation, any of their officers, directors, employees, accountants and attorneys, has made any representations or warranties whatsoever in connection with the sale of the Conversion Shares by the Company to Buyer.  Buyer has had sufficient opportunity in connection with the sale of the Conversion Shares to review the Company’s business and affairs (including, without limitation, the Company’s financial statements and other information).  The Buyer has had answered to his satisfaction any questions with respect to the Company’s business and affairs.  Buyer further has had the opportunity to obtain independent financial, legal, accounting, business, tax and other appropriate advice with respect to the transactions contemplated by this Agreement, and is not relying upon the Company or any of its agents in any manner in connection with same.

3. REGISTRATION RIGHTS.       The Company agrees to include for registration under the Act all of the Conversion Shares issued hereby in the next Registration Statement filed by the Company with the Securities and Exchange Commission.

4. REPRESENTATIONS AND WARRANTIES OF MIT

(a)           MIT is a corporation duly organized and validly existing under the laws of the State of California without limit as to duration of its existence, and is authorized and in good standing to do business in no other state; MIT has the corporate power and adequate authority, rights and franchise to own its property and to carry on its business as now conducted; and, subject to ratification by its Board of Directors, MIT has the corporate power and adequate authority to enter into this Agreement.

(b)           The execution and delivery of this Agreement and subject to (1) ratification by the Board of Directors of the Company and (2) filing the Certificate with the California Secretary of State, the performance of the provisions of this Agreement are not in contravention of or in conflict with any law or regulation or any term or provision of MIT’s Articles of Incorporation or By-Laws and are duly authorized and do not require the consent or approval of any governmental body or other regulatory authority; and this Agreement is a valid, binding and legal obligation of MIT, enforceable in accordance with the terms herein.

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EXHIBIT 10.10.CA

5.             ENTIRE AGREEMENT       This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings relating to such subject matter.

6.             AMENDMENT       This Agreement may not be amended except by written document executed by the parties.

7.             SUBJECT HEADINGS       Subject headings are included for convenience only and shall not be deemed part of this Agreement.

8.             SEVERABILITY       If any provision of this Agreement shall be held unenforceable as applied to any circumstance, the remainder of this Agreement and the application of such provision to other circumstances shall be interpreted so as best to effect the intent of the parties.  The parties further agree to replace any such unenforceable provision with an enforceable provision (and to take such other action) which will achieve, to the extent possible, the purposes of the unenforceable provision.

9.             GOVERNING LAW       This Agreement shall be governed by and construed under the laws of the State of California in force from time to time.

10.          PARTIES BOUND       This Agreement is binding on and shall inure to the benefit of the parties and their respective successors, assign, heirs, and legal representatives.

11.          SURVIVAL       The representations, warranties, covenants, and agreements contained in this Agreement shall survive the consummation of the transactions contemplated hereby.

12.          COUNTERPARTS       This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

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

COMPANY:	BUYER:
MICRO IMAGING TECHNOLOGY, INC.
/S/ CATHERINE PATTERSON	/S/ ANTHONY M. FRANK
Catherine Patterson, CFO	Anthony M. Frank, Trustee
23456 South Pointe Drive	1 Maritime Plaza, Suite 825
Laguna Hills, CA 92653-1512	San Francisco, CA  94111

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