SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

AMENDMENT NO. 27

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)

December 15, 2008

(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 8 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. 27

 CUSIP No. 59484E 10 PAGE 2 OF 5 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		7	SOLE VOTING POWER 26,043,119
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER None
EACH REPORTING		9	SOLE DISPOSITIVE POWER 26,043,119
PERSON WITH		10	SHARED DISPOSITIVE POWER None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,043,119 shares of Common 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) 50.3% of the Common Stock                50.3% of voting power
14	TYPE OF REPORTING PERSON* IN – 8,815,938 EP -      80,000

* SEE INSTRUCTIONS BEFORE FILLING OUT!

PAGE 3 OF 5 PAGES

This Amendment No. 27 amends, in relevant part as follows, the Schedule 13D, filed September 2, 2008 of Anthony M. Frank (the “Reporting Person”) with respect to the common stock, $0.01 par value per share (“Common Stock”) of Micro Imaging Technology, 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 8,783,416 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 December 15, 2008, Mr. Frank converted $400,000 in principal loans into 8,783,416 shares of MIT common stock at a conversion price of $0.04554 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.

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;

PAGE 4 OF 5 PAGES

(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:

26,043,119 shares of Common Stock with one vote per share.

Mr. Frank owns beneficially 50.3% of the Common Stock with 47.9% of the voting power of all classes of stock of MIT.

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

(c) Since September 2, 2008, Mr. Frank has entered into the following transactions with regard to MIT’s Common Stock:

On November 3, 2008, Mr. Frank loaned MIT the sum of $150,000 at 8% annual interest, with a maturity date of April 29, 2009.  On December 15, 2008, Mr. Frank converted this loan of $150,000 and a $250,000 loan he made to the Company on September 5, 2007 into 8,783,416 shares of common stock at $0.04554 per share.  Mr. Frank forgave $39,746.12 in accrued interest on the loans.

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

On December 15, 2008, Mr. Frank entered into a Securities Purchase Agreement with the Company to purchase $300,000 in convertible debentures.  The debentures bear 10% annual interest and mature on the third anniversary of the final closing date on which the final debentures, of up to an additional $2.2 million in debentures, are sold as determined by the Placement Agent.  The debentures are convertible at any time at the option of the holder into the Company’s common stock at a fair market value of 80% of the lowest closing bid price per share for the 20 trading days immediately preceding conversion.  The debentures are also redeemable by the Company:  1) if before six months at 120% of the principal value, plus interest; or 2) if after six months, at 131% of principal, plus interest.

PAGE 5 OF 5 PAGES

ITEM 7. EXHIBITS

10.10.CF 8% Convertible Term Note with Anthony M. Frank  - 11/03/08

10.10.CG Debt Conversion Agreement – 12/15/08

10.10.CH  Debt Conversion Agreement – 12/15/08 (Face sheet only).

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 27 to Schedule 13D is true, complete and correct.

Dated:         January 19, 2009

/S/  ANTHONY M. FRANK

Anthony M. Frank

EX-10.10CF

EXHIBIT 10.10.CF

8% CONVERTIBLE TERM NOTE

$150,000 November 3, 2008

MICRO IMAGING TECHNOLOGY, INC., a California corporation (the “Company”), for the value received, hereby unconditionally and absolutely promises to pay to the order of the ANTHONY M. FRANK, or holder (collectively, the “Holder”), upon presentation and surrender of this Note at its office at 970 Calle Amanecer, Suite F, San Clemente, California 92673, or such other place as the Company may, from time to time, designate, the sum of One Hundred Fifty Thousand Dollars ($150,000), in lawful money of the United States, on the “Maturity Date” which date shall be the first to occur of the following events:

A)           April 29, 2009, or

B)           From the proceeds of any investment or financing received by the Company (exclusive of investment or financing provided by the Holder hereof) from Gary DeMel.

1.           CONVERSION.

(a)           The Holder of this Note shall have the right, at its option, at any time up until 5:00 P.M. Los Angeles time on the fifth (5th) day immediately before the Maturity Date (except that, with respect to any portion of this Note which shall be called for prepayment, such right shall as to such portion terminate at 5:00 P.M. Los Angeles time on the fifth (5th) day immediately prior to the Prepayment Date (as defined in Section 2 hereof)), to convert all or any portion of the principal amount of this Note, including interest accrued thereon, subject to the terms and provisions of this Section 1, into Common Stock of MICRO IMAGING TECHNOLOGY, INC. (the “Conversion Shares”) at the then fair market value (last sale price) on the date of such conversion or at $0.10 per share, whichever is lower.

2.           PAYMENTS AND PREPAYMENTS.

(a)           All payment and prepayments of principal and interest shall be made in immediately available funds to the Holder at his office at 1 Maritime Place, Suite 825, San Francisco, California 94111.

(b)           The unpaid principal amount of the Note from time to time outstanding shall bear interest from the date of this Note at the rate of Eight Percent (8%) per annum until paid.  Interest shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days.

(c)           The Company may prepay at any time in advance of the Maturity Date all or any part of this Note, plus accrued interest on the portion of the principal being prepaid.  Interest on the portion of the Note prepaid shall cease to accrue on and after the date of such prepayment.

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EXHIBIT 10.10.CF

3. NOTICES TO NOTEHOLDER.

So long as this Note shall be outstanding, if the Company (i) shall pay any dividend or make any distribution upon the Company Stock or (ii) shall offer to the holders of Common Stock for subscription or purchase by them any share of any class or any other rights or (iii) shall effect a capital reorganization, reclassification of capital stock, consolidation or merger with or into another corporation, sale, lease or transfer of all or substantially all of the property and assets of the Company to another corporation, or voluntary or involuntary dissolution, liquidation or winding up of  the Company, then in any such case, the Company shall cause to be mailed by certified mail to the Holder, at least fifteen days prior to the date specified in (x) or (y) below, as the case may be, a notice containing a brief description of the proposed action and stating the date on which (x) a record is to be taken for the purpose of such dividend, distribution or rights, or (y) such reclassification, reorganization, consolidation, merger, conveyance, lease, dissolution, liquidation or winding up is to take place and the date, if any is to be fixed, as of which the holders of Common Stock or other securities shall receive cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation or winding up.

4.           EVENTS OF DEFAULT.  If one or more of the following described events shall occur (each an “Event of Default”):

(a)           The Company shall fail to pay the principal of, or interest on, this Note within five (5) days after the Holder has given written notice to the Company that the same has become due; or

(b)           The Company shall fail to perform or observe any of the provisions contained in any Section of this Note and such failure shall continue for more than thirty (30) days after the Holder has given written notice to the Company; or

(c)           Any material representation or warranty made in writing by or on behalf of the Company in this Note shall prove to have been false or incorrect in any material respect, or omits to state a material fact required to be stated therein in order to make the statements contained therein, in the light of the circumstances under which made, not misleading, on the date as of which made, and the Company shall have failed to cure such false or incorrect statement within thirty (30) days after the Holder has given written notice to Borrower; or

(d)           The Company shall be adjudicated a bankrupt or insolvent, or admit in writing its inability to pay its debts as they mature, or make an assignment for the benefit of creditors; or the Company shall apply for or consent to the appointment of a receiver, trustee, or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the application or consent of the Company and such appointment shall continue undischarged for a period of thirty (30) days; or the Company shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against the Company and shall remain undismissed for a period of ninety (90) days; or any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the property of the Company and such judgment, writ, or similar process shall not be released, vacated or fully bonded within ninety (90) days after its issue or levy; or

Page 2

EXHIBIT 10.10.CF

(e)           The Company shall be enjoined, restrained or in any way prevented by a court order from continuing to conduct all or any material part of its business affairs;

(f)           Any suit, action or other proceeding (judicial or administrative) commenced against the Company, or with respect to any assets of the Company, shall threaten to have a material adverse effect on their future operations, including, without limitation a final judgment or settlement in excess of $25,000 in excess of insurance shall be entered in, or agreed to in respect of any such suit, action or proceeding.

THEN, or at any time thereafter, and in each and every case:

(1)           Where the Company is in default under the provisions of Section 4(d) hereof, the entire unpaid principal amount of the Note, all interest accrued and unpaid thereon, and all other amounts payable to the Holder hereunder shall automatically become and be forthwith due and payable without offset or counterclaim of any kind and without presentment, demand, protest or notice of any kind, and without regard to the running of the statute of limitations, all of which are hereby expressly waived by the Company; and

(2)           In any other case referred to in this Section 4, the Holder may, by written notice to the Company, as the case may be, declare the entire unpaid principal amount of this Note, all interest accrued and unpaid hereon, and all other amounts payable hereunder to be forthwith due and payable, whereupon the same shall become immediately due and payable, without offset or counterclaim of any kind and without presentment, demand, or protest, and without regard to the running of any statutes of limitation, all of which are hereby expressly waived by the Company.

Any declaration made pursuant to Section 4(2) hereof is subject to the condition that, if at any time after the principal of this Note shall have become due and payable, and before any judgment or decree for the payment of the moneys so due, or any thereof, shall have been entered, all arrears of principal and interest upon this Note (except that principal of this Note which by such declaration shall have become payable) shall have been duly paid, and every Event of Default shall have been made good, waived or cured, then and in every such case the Holder shall be deemed to have rescinded and annulled such declaration and its consequences; but no such rescission or annulment shall extend to or affect any subsequent Event of Default or impair any right consequent thereon.

5.           CORPORATE OBLIGATION.   It is expressly understood that this Note is solely a corporate obligation of the Company and that any and all personal liability, either at common law or in equity, or by constitution or statute, of, and any and all rights and claims against, every stockholder, officer, or director, as such, past, present or future, are expressly waived and released by the Holder as a part of the consideration for the issuance hereof.

6.           AUTHORIZATION; NO CONFLICT.   The borrowings hereunder, the execution and delivery of the Note and the performance by the Company of its obligations under this Agreement and the Note are within the corporate powers of the Company, have been authorized by all necessary corporate action, have received all necessary governmental approval (if any shall be required) and do not and will not contravene or conflict with any provision of law or of the charter or by-laws of the Company or of any agreement binding upon the Company.

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EXHIBIT 10.10.CF

7.           TRANSFER.   Subject to the appropriate provisions of the Act and of Section 7 hereof, this Note or any portion of the principal amount hereof (or any remaining balance if any pre-payments have occurred pursuant to Section 2 hereof) is transferable on the records of the Company upon presentation of this Note, properly endorsed, at its principal office; upon such presentation and transfer a new Note or Notes will be issued.  For the purposes of payment and all other purposes, the Company shall deem and treat the person in whose name this Note is registered as the absolute owner hereof and the Company shall not be affected by any notice to the contrary.

8.           MISCELLANEOUS.

(a)           Notwithstanding the foregoing, the Company promises to pay interest after maturity (whether by acceleration or otherwise, and before as well as after judgment) at the same rate as above provided prior to maturity on balances, if any, then outstanding.

(b)           Interest under this Note shall be computed on the basis of a thirty (30) day month and a year of 360 days for the actual number of days elapsed.

IN WITNESS WHEREOF, the Company has caused this Note to be executed in Cathedral City, California as of the day and year first above written.

COMPANY:		HOLDER:
MICRO IMAGING TECHNOLOGY, INC.
By	/s/ Catherine Patterson	By	/s/ Anthony M. Frank
	Catherine Patterson		Anthony M. Frank
	Chief Financial Officer

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EX-10.10CG

EXHIBIT 10.10.CG

DEBT CONVERSION AGREEMENT

THIS DEBT CONVERSION AGREEMENT (the “Agreement”) is made and entered into effective as of the 15th day of December, 2008, by and between ANTHONY M. FRANK, an individual (hereinafter referred to as “Buyer”) and MICRO IMAGING TECHNOLOGY, INC., a California corporation (hereinafter referred to as “MIT” or the “Company”).

R E C I T A L S

WHEREAS, Buyer loaned the Company One Hundred Fifty Thousand Dollars ($150,000) all pursuant to an 8% Convertible Term Note dated October 29, 2008 (the “Term Note”).

WHEREAS, as of December 15, 2008, a total of $1,380.82 in interest accrued on the above loan is due and payable to Buyer by the Company.

WHEREAS, Buyer wishes to forgive all of the interest accrued on the Term Note through the date hereof and to convert all of the principal 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.         FORGIVENESS OF DEBT AND CONVERSION

(a)             On the date set forth above, Buyer hereby:

(i) Waives and forgives all interest accrued on the Term Note through the date hereof in the sum of $1,380.82; and

(ii) Converts all of the principal due on the Term Note in the sum of $150,000 into Shares of Micro Imaging Technology, Inc. Common Stock, $0.01 par value, at an effective conversion rate of $0.04554 per share, in the names and amounts indicated in the table below, for an aggregate of 3,024,329 Shares (the “Conversion Shares”).

(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 Term Note 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 Note through the date hereof has been cured.

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

1

EXHIBIT 10.10.CG

                       (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:

2

EXHIBIT 10.10.CG

“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 six (6) months after being sold by the Company, or (ii) in unlimited quantities by non-affiliates after the Conversion Shares have been held for one (1) year 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.             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.CG

4.             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.

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

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

7.             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.

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

9.             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.

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

11.          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.	ANTHONY M. FRANK KEOGH PLAN UTA CHARLES SCHWAB & CO., INC.
/s/ Catherine Patterson	/s/ Anthony M. Frank
Catherine Patterson, CFO	Anthony M. Frank, Trustee
23456 South Pointe Drive	1 Maritime Place, Suite 825
Laguna Hills, CA 92653-1512	San Francisco, CA  94111

4

EX-10.10CH

EXHIBIT 10.10.CH

DEBT CONVERSION AGREEMENT

THIS DEBT CONVERSION AGREEMENT (the “Agreement”) is made and entered into effective as of the 15th day of December, 2008, by and between ANTHONY M. FRANK, as Trustee for the Anthony M. Frank Keogh Plan UTA Charles Schwab & Co., Inc (hereinafter referred to as “Buyer”) and MICRO IMAGING TECHNOLOGY, INC., a California corporation (hereinafter referred to as “MIT” or the “Company”).

R E C I T A L S

WHEREAS, Buyer loaned the Company Two Hundred Fifty Thousand Dollars ($250,000) all pursuant to a 12% Promissory Term Note dated September 5, 2007, as amended (the “Term Note”).

WHEREAS, as of December 15, 2008, a total of $38,365.30 in interest accrued on the above loan is due and payable to Buyer by the Company.

WHEREAS, Buyer wishes to forgive all of the interest accrued on the Term Note through the date hereof and to convert all of the principal 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.             FORGIVENESS OF DEBT AND CONVERSION

(b)           On the date set forth above, Buyer hereby:

(iii) Waives and forgives all interest accrued on the Term Note through the date hereof in the sum of $38,365.30; and

(iv) Converts all of the principal due on the Term Note in the sum of $250,000 into Shares of Micro Imaging Technology, Inc. Common Stock, $0.01 par value, at an effective conversion rate of $0.04554 per share, in the names and amounts indicated in the table below, for an aggregate of 5,759,087 Shares (the “Conversion Shares”).

(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 Term Note 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 Note through the date hereof has been cured.

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

1