LIQUIDMETAL TECHNOLOGIES INC
EX-10.19: EMPLOYMENT AGREEMENT DATED DECEMBER 1, 2002
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>6
<FILENAME>g91223exv10w19.txt
<DESCRIPTION>EX-10.19: EMPLOYMENT AGREEMENT DATED DECEMBER 1, 2002
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.19

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
effective as of December 1, 2002 (the "Effective Date"), by and between
LIQUIDMETAL TECHNOLOGIES, a California corporation (the "Company"), and THOMAS
N. TROTTER (the "Employee").

                                    RECITALS

         WHEREAS, the Employee desires to be employed by the Company upon the
terms and conditions set forth in this Agreement; and

         WHEREAS, the Company desires to assure itself of the Employee's
continued employment in the capacities set forth herein.

         NOW, THEREFORE, in consideration of the foregoing recitals and for
other good and valuable consideration, the parties hereto covenant and agree as
follows:

         1.       EMPLOYMENT. The Company hereby employs Employee, and the
Employee hereby accepts such employment, upon the terms and conditions set forth
in this Agreement.

         2.       TERM. Subject to the terms and conditions of this Agreement,
including, but not limited to, the provisions for termination set forth in
Section 5 hereof, the employment of the Employee under this Agreement shall
commence on the Effective Date and shall continue through the close of business
on the third anniversary of the Effective Date (the "Initial Term"). Upon the
expiration of the Initial Term, the Employee's employment with the Company will
continue thereafter on a continuous basis until terminated by either Employee or
Company in accordance with the provisions of Section 5 hereof. Notwithstanding
the termination of Employee's employment by any means by any party, Sections 6,
7, and 12 of this Agreement shall continue to remain in full force and effect in
accordance with their respective terms.

         3.       DUTIES. Employee will initially serve as Senior Vice President
of Manufacturing_ of the Company. The Employee will devote Employee's entire
business time, attention, skill, and energy exclusively to the business of the
Company. The Employee shall assume and competently perform such reasonable
responsibilities and duties as may be assigned to the Employee from time to time
by the Board of Directors, Chairman of the Board, President, Chief Executive
Officer of the Company or their designee. To the extent that the Company shall
have any parent company, subsidiaries, affiliated corporations, partnerships, or
joint ventures (collectively "Related Entities"), the Employee shall perform
such duties to promote these entities and to promote and protect their
respective interests to the same extent as the interests of the Company without
additional compensation.

         4.       COMPENSATION.

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                  (a)      Annual Base Salary. As compensation for Employee's
services and in consideration for the Employee's covenants contained in this
Agreement, the Company shall pay the Employee an annual base salary of Two
Hundred Thousand and 00/100 dollars ($200,000.00). Such annual base salary
shall be payable in equal or as nearly equal as practicable installments in
accordance with the policy then prevailing for the Company's salaried employees,
and the annual base salary shall be subject to any tax and other withholdings or
deductions required by applicable laws and regulations. The Employee's annual
base salary will be reviewed by the Board of Directors or Chief Executive
Officer of the Company not less frequently than annually, and the annual base
salary may be adjusted in the sole discretion of the Board of Directors or Chief
Executive Officer. For purposes of this Agreement, the term "Salary Year" means
the 365-day period that begins on the Effective Date and each successive 365-day
period thereafter.

                  (b)      Bonuses. In addition to the Employee's annual base
salary, during the term of the Employee's employment hereunder, the Employee
shall be entitled to only such bonuses or additional compensation as may be
granted to the Employee by the Board of Directors or Chief Executive Officer of
the Company, in their sole discretion.

                  (i)      The Employee's target bonus under the Company's 2002
                           Annual Performance Bonus Program (or any successor
                           annual cash performance bonus plan) shall be thirty
                           five percent (35%) of his annual base salary as then
                           in effect. Eligibility for the bonus will be
                           contingent upon meeting individual objectives for the
                           Senior Vice President of Manufacturing position as
                           well as Company financial performance, as determined
                           by the Board of Directors or Chief Executive Officer
                           of the Company, in their sole discretion.

                  (ii)     During the first Salary Year of the Initial Term, the
                           Employee will be guaranteed a minimum bonus equal to
                           the target bonus of 35% of the annual base salary as
                           then in effect.

                  (iii)    During the second consecutive Salary Year of the
                           Initial Term, the Employee will be eligible for zero
                           percent (0%) to two hundred percent (200%) of the
                           target bonus (even if the applicable bonus program
                           specifies a lower maximum percentage). During such
                           Salary Year, the Employee will be guaranteed a
                           minimum bonus equal to 20% of the annual base salary
                           as then in effect.

                  (iv)     During the third consecutive Salary Year of the
                           Initial Term, the Employee will again be eligible for
                           zero percent (0%) to two hundred percent (200%) of
                           the target bonus (even if the applicable bonus
                           program specifies a lower maximum percentage).

                  (c)      Other Benefits. During the term of the Employee's
employment hereunder, the Employee shall be eligible to participate in such
retirement plan, life insurance, health insurance, disability insurance and
other benefits plans, if any, which the Company may from time

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to time make available to similar-level employees. At a minimum, Employee will
be entitled to the benefits specifically listed on Exhibit A hereto.

                  (d)      Vacation. The Employee shall be entitled to vacation
in accordance with Company practice for similar-level employees and any vacation
policy in effect at a given time.

                  (e)      Reimbursement of Expenses. The Employee shall be
reimbursed for all reasonable and customary travel and other business expenses
incurred by Employee in the performance of Employee's duties hereunder, provided
that such reimbursement shall be subject to, and in accordance with, any expense
reimbursement policies and/or expense documentation requirements of the Company
that may be in effect from time to time.

                  (f)      Option Grant. In addition to the foregoing, in
consideration of the execution of this Agreement by the Employee, the Company
shall, on the date hereof, grant to the employee an option to purchase up to
150,000_ shares of the common stock of the Company in accordance with a stock
option agreement in the form set forth as Exhibit B hereto.

         5.       TERMINATION.

                  (a)      Death. The Employee's employment under this Agreement
shall terminate immediately upon Employee's death. In the event of a termination
pursuant to this Section 5(a), the Employee's estate shall be entitled to
receive any unpaid base salary owing to Employee up through and including the
date of the Employee's death plus any unpaid bonus amounts that are accrued and
fully earned as of the date of Employee's death.

                  (b)      Disability. If, during the term of the Employee's
employment hereunder, the Employee becomes physically or mentally disabled in
the determination of a physician appointed or selected by the Company, or, if
due to any physical or mental condition, the Employee becomes unable for a
period of more than sixty (60) days during any six-month period to perform
Employee's duties hereunder on substantially a full-time basis as determined by
a physician selected by the Company, the Company may, at its option, terminate
the Employee's employment upon not less than thirty (30) days written notice. In
the event of a termination pursuant to this Section 5(b), the Employee shall be
entitled to receive any unpaid base salary owing to Employee up through and
including the effective date of termination plus any unpaid bonus amounts that
are accrued and fully earned as of the effective date of termination .

                  (c)      Termination By Employee Without Cause. In addition to
the other termination provisions of this Agreement, the Employee may terminate
the employment at any time without cause (a "Voluntary Termination Without
Cause"). In the event of a Voluntary Termination Without Cause, the Employee
shall provide 30 days written notice prior to the effective date of the
Voluntary Termination Without Cause.

                  (d)      Termination By Company Without Cause. In addition to
the other termination provisions of this Agreement, the Company may terminate
the Employee's employment at any time without cause (a "Termination Without
Cause"). In the event of an effective date of the Termination Without Cause
during the Initial Term, the Employee shall continue to receive the Employee's
base salary (as then in effect) during the remainder of the

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Initial Term and for an additional period of 12 months following the last day of
the Initial Term (the "Severance Period"). In the event of an effective date of
the Termination Without Cause following the last day of the Initial Term, the
Employees shall receive the Employee's base salary (as then in effect) for a
period of 12 months (the "Severance Period"). The Company shall reimburse
Employee for premiums paid for the continuation of group health care coverage
under the Consolidated Omnibus Budget Reconciliation Act of 1986 (COBRA) for the
remainder of the Initial Term (if applicable) and Severance Period, but for a
total period not to exceed eighteen (18) months, beginning with the first day of
the calendar month immediately following the effective date of a Termination
Without Cause. Employee agrees and acknowledges, however, that Employee will
forfeit the right to receive base salary and benefits during the Severance
Period immediately upon the Employee's breach of any covenant set forth in
Section 6 of this Agreement. The Employee will also forfeit the right to salary
and benefits during the Severance Period upon accepting employment with another
employer with comparable salary, and health benefits hereunder shall be
forfeited and shall cease upon the Employee becoming eligible for health
benefits from the Employee's new employer.

                  (e)      Termination By Company With Cause. The Company may
terminate the Employee's employment at any time with Cause (a "Termination With
Cause"). As used in this Agreement, "Cause" shall include the following: (1) the
Employee's failure or inability to perform Employee's duties under this
Agreement; (2) dishonesty or other serious misconduct, (3) the commission of an
unlawful act material to Employee's employment, (4) a material violation of the
Company's policies or practices which reasonably justifies immediate
termination; (5) committing, pleading guilty, nolo contendre or no contest (or
their equivalent) to, entering into a pretrial intervention or diversion program
regarding, or conviction of, a felony or any crime or act involving moral
turpitude, fraud, dishonesty, or misrepresentation; (6) the commission by the
Employee of any act which could reasonably adversely affect or impact to a
material degree the interests of the Company or Related Entities or in some
manner injure the reputation, business, or business relationships of the Company
or Related Entities; (7) the Employee's inability to perform an essential
function of Employee's position; or (8) any material breach by Employee of this
Agreement. The Company may terminate this Agreement for Cause at any time
without notice. In the event of a Termination With Cause, the Company shall be
relieved of all its obligations to the Employee provided for by this Agreement
as of the effective date of the Termination With Cause, and all payments to the
Employee hereunder shall immediately cease and terminate as of such date, except
that Employee shall be entitled to the annual base salary hereunder up to and
including the effective date of the Termination With Cause.

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         6.       NONCOMPETITION, NONSOLICITATION, AND NONDISCLOSURE COVENANTS.

                  (a)      Rationale for Restrictions. Employee acknowledges
that Employee's services hereunder are of a special, unique, and extraordinary
character, and Employee's position with the Company places Employee in a
position of confidence and trust with customers, suppliers, and other persons
and entities with whom the Company and its Related Entities have a business
relationship. The Employee further acknowledges that the rendering of services
under this Agreement will likely require the disclosure to Employee of
Confidential Information (as defined below), including Trade Secrets of the
Company, relating to the Company and/or Related Entities. As a consequence, the
Employee agrees that it is reasonable and necessary for the protection of the
goodwill and legitimate business interests of the Company and Related Entities
that the Employee make the covenants contained in this Section 6, that such
covenants are a material inducement for the Company to employ the Employee and
to enter into this Agreement, and that the covenants are given as an integral
part of and incident to this Agreement.

                  (b)      Noncompetition and Nonsolicitation Covenants. As used
herein, the term "Restrictive Period" means the time period commencing on the
Effective Date of this Agreement and ending on the second (2nd) anniversary of
the date on which the Employee's employment by the Company (or any Related
Entity) expires or is terminated. The Employee agrees that, during the
Restrictive Period, the Employee will not utilize his or her knowledge of the
business of the Company or his or her relationships with investors, suppliers,
customers, clients, or financial institutions to compete with the Company or any
of the Related Entities in any business which directly competes with the Company
or any of the Related Entities at any time during the Employee's employment or
which engages in any business relating to the development, composition,
processing, application, marketing, or sale of amorphous alloys or amorphous
alloy products (a "Covered Business"). Additionally, the Employee agrees that
the Employee will not engage in any of the following acts anywhere in the world
during the Restrictive Period:

                  (i)      directly or indirectly engage or invest in; own,
                           manage, operate, finance, control, or participate in
                           the ownership, management, operation, financing, or
                           control of; be employed by, associated with, or in
                           any manner connected with; lend the Employee's name
                           or any similar name to; lend Employee's credit to; or
                           render services or advice to, any business which
                           competes with, is engaged in, or carries on a Covered
                           Business;

                  (ii)     directly or indirectly assist, promote or encourage
                           any existing or potential employees, customers,
                           clients, or vendors of the Company or any Related
                           Entity, as well as any other parties which have a
                           business relationship with the Company or a Related
                           Entity, to terminate, discontinue, or reduce the
                           extent of their relationship with the Company or a
                           Related Entity;

                  (iii)    directly or indirectly solicit business of the same
                           or similar type as a Covered Business, from any
                           person or entity known by the Employee to be a
                           customer or client of the Company, whether or not the
                           Employee had contact with such person or entity
                           during the Employee's employment with the Company;

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                  (iv)     disparage the Company, any Related Entities, and/or
                           any shareholder, director, officer, employee, or
                           agent of the Company or any Related Entity; and/or

                  (v)      engage in any practice the purpose of which is to
                           intentionally evade the provisions of this Section 6
                           or intentionally commit any act which adversely
                           affects the Company, any Related Entity, or their
                           respective businesses.

Accordingly, the Employee agrees that the geographic scope of the above
covenants is a reasonable means of protecting the Company's (and the Related
Entities') legitimate business interests. Notwithstanding the foregoing
covenants, nothing set forth in this Agreement shall prohibit the Employee from
owning the securities of (i) corporations which are listed on a national
securities exchange or traded in the national over-the-counter market in an
amount which shall not exceed 5% of the outstanding shares of any such
corporation or (ii) any corporation, partnership, firm or other form of business
organization which does not compete with, is not engaged in, and does not carry
on any aspect of, either directly or indirectly through a subsidiary or
otherwise, any Covered Business.

                  (c)      Disclosure of Confidential Information. The Employee
acknowledges that the inventions, innovations, software, Trade Secrets, business
plans, financial strategies, finances, and all other confidential or proprietary
information with respect to the business and operations of the Company and
Related Entities are valuable, special, and unique assets of the Company.
Accordingly, the Employee agrees not to, at any time whatsoever either during or
after the Employee's term of employment with the Company (unless legally
required to do so by subpoena in which case the Employee must supply a copy of
the subpoena to the Company within five business days of receipt), disclose,
directly or indirectly, to any person or entity, or use or authorize any person
or entity to use, any confidential or proprietary information with respect to
the Company or Related Entities without the prior written consent of the
Company, including, without limitation, information as to the financial
condition, results of operations, identities of clients or prospective clients,
products under development, acquisition strategies or acquisitions under
consideration, pricing or cost information, marketing strategies, passwords or
codes or any other information relating to the Company or any of the Related
Entities which could be reasonably regarded as confidential (collectively
referred to as "Confidential Information"). However, the term "Confidential
Information" does not include any information which is or shall become generally
available to the public other than as a result of disclosure by the Employee or
by any person or entity which the Employee knows (or which the Employee
reasonably should know) has a duty of confidentiality to the Company or a
Related Entity with respect to such information. In addition to the foregoing,
Company will be fully entitled to all of the protections and benefits afforded
by the Florida Uniform Trade Secrets Acts and any other applicable law. For
purposes of this Agreement, "Trade Secret" shall mean information, including a
formula, pattern, compilation, program, device, method technique, or process,
that derives independent economic value, actual or potential, from being not
generally known to, and not being readily ascertainable by proper means by,
other persons who can derive economic value from its disclosure or use,
including but not limited to the patented information and processes as well as
the unpatented information and processes comprising, underlying, arising from,
and associated

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with Liquidmetal(R) Alloys and Liquidmetal(R) Coatings made, used, or sold by
the Company or any Related Entities.

                  (d)      Prevention of Premature Disclosure of Confidential
Information and Trade Secrets. The Employee agrees and acknowledges that,
because the success of the Company is heavily dependent upon maintaining the
secrecy of the Company's Confidential Information and Trade Secrets and
preventing the premature public disclosure of the Company's proprietary
information and technology including its Confidential Information and Trade
Secrets, the Employee agrees to use the Employee's best efforts and his or her
highest degree of care, diligence, and prudence to ensure that no Confidential
Information or Trade Secret leaks or otherwise prematurely makes its way into
the public domain or any public forum, including, without limitation, into any
trade publications, internet chat rooms, or other similar forums. In the event
that the Employee becomes aware of any leak of Confidential Information or Trade
Secret or becomes aware of any circumstances creating a risk of such a leak, the
Employee shall immediately inform the Board of Directors, or the Chief Executive
Officer of such leak or of such circumstances.

                  (e)      Removal and Return of Proprietary Items. The Employee
will not remove from the Company's premises (except to the extent such removal
is for purposes of the performance of the Employee's duties at home or while
traveling, and under such conditions and restrictions as are specifically
authorized and/or required by the Company) or transmit by any means, electronic
or otherwise, any document, record, notebook, plan, model, component, device,
computer software or code, or Confidential Information or Trade Secret, whether
embodied in a disk or in any other form, including electronic form, relating to
the Company, any Related Entity, or their respective businesses (collectively,
the "Proprietary Items"). The Employee recognizes that, as between the Company
and the Employee, all of the Proprietary Items, whether or not developed by the
Employee, are the exclusive property of the Company. Upon termination of
Employee's employment with the Company by either party (regardless of the reason
for termination), or upon the request of the Company during the term of
employment, the Employee will return to the Company all of the Proprietary Items
in the Employee's possession or subject to the Employee's control, and the
Employee shall not retain any copies, abstracts, sketches, or other physical
embodiment of any of the Proprietary Items, Confidential Information, Trade
Secret or any part thereof.

                  (f)      Enforcement and Remedies. In the event of any breach
of any of the covenants set forth in this Section 6, the Employee recognizes
that the remedies at law will be inadequate and that in addition to any relief
at law which may be available to the Company for such violation or breach and
regardless of any other provision contained in this Agreement, the Company shall
be entitled to equitable remedies (including an injunction) and such other
relief as a court may grant after considering the intent of this Section 6.
Additionally, the period of time applicable to any covenant set forth in this
Section 6 will be extended by the duration of any violation by Employee of such
covenant. In the event a court of competent jurisdiction determines that any of
the covenants set forth in this Section 6 are excessively broad as to duration,
geographic scope, prohibited activities or otherwise, the parties agree that
this covenant shall be reduced or curtailed to the extent, but only to the
extent, necessary to render it enforceable.

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         7.       EMPLOYEE INVENTIONS.

                  (a)      Definition. For purposes of this Agreement, "Employee
Invention" means any idea, invention, technique, modification, process, or
improvement (whether patentable or not), any industrial design (whether
registerable or not), and any work of authorship (whether or not copyright
protection may be obtained for it) created, conceived, or developed by the
Employee, either solely or in conjunction with others, during the Employee's
employment with the Company or during the twenty four (24) month period
following such employment, that relates in any way to, or is useful in any
manner in, the businesses then being conducted or proposed to be conducted by
the Company or any Related Entity during the Employment Period.

                  (b)      Ownership of Employee Inventions. Employee agrees and
acknowledges that all Employee Inventions will belong exclusively to the Company
and that all Employee Inventions are works made for hire and the property of the
Company, including any copyrights, patents, or other intellectual property
rights pertaining thereto. If it is determined that any such works are not works
made for hire, the Employee hereby assigns to the Company all of the Company's
right, title, and interest, including all rights of copyright, patent, and other
intellectual property rights, to or in such Employee Inventions. The Employee
covenants that the Employee will promptly:

                  (i)      disclose to the Company in writing any Employee
                           Invention;

                  (ii)     assign to the Company or to a party designated by the
                           Company, at the Company's request and without
                           additional compensation, all of the Employee's right
                           to the Employee Invention for the United States and
                           all foreign jurisdictions;

                  (iii)    execute and deliver to the Company such applications,
                           assignments, and other documents as the Company may
                           request in order to apply for and obtain patents or
                           other registrations with respect to any Employee
                           Invention in the United States and any foreign
                           jurisdictions;

                  (iv)     sign all other papers necessary to carry out the
                           above obligations; and

                  (v)      give testimony and render any other assistance in
                           support of the Company's rights to any Employee
                           Invention.

         8.       ESSENTIAL AND INDEPENDENT COVENANTS. The Employee's covenants
in Sections 6 and 7 of this Agreement are independent covenants, and the
existence of any claim by the Employee against the Company under this Agreement
or otherwise will not excuse the Employee's breach of any covenant in Section 6
or 7. The covenants of Sections 6 and 7 shall survive the termination,
extinguishment, or lapse of this Agreement under any circumstances, even if this
Agreement is terminated by either party, whether for Cause or not.

         9.       REPRESENTATIONS AND WARRANTIES BY THE EMPLOYEE. The Employee
represents and warrants to the Company that the execution and delivery by the
Employee of this Agreement do not, and the performance by the Employee of the
Employee's obligations hereunder will not,

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with or without the giving of notice or the passage of time, or both: (a)
violate any judgment, writ, injunction, or order of any court, arbitrator, or
governmental agency applicable to the Employee, or (b) conflict with, result in
the breach of any provisions of or the termination of, or constitute a default
under, any agreement to which the Employee is a party or by which the Employee
is or may be bound, including, without limitation, any noncompetition agreement
or similar agreement. Employee further represents and warrants that Employee
fully and completely understands this Agreement and that Employee has engaged in
negotiations with the Company and has either consulted with an attorney of
Employee's choice or has had ample opportunity to do so and is fully satisfied
with the opportunity Employee has had.

         10.      NOTICES. For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when hand-delivered, sent by facsimile transmission (as
long as receipt is acknowledged), or mailed by United States certified or
registered mail, return receipt requested, postage prepaid, addressed to the
address or facsimile number for each party set forth on the signature page
hereto, or to such other address or facsimile number as either party may have
furnished to the other in writing in accordance herewith, except that a notice
of change of address shall be effective only upon receipt.

         11.      MISCELLANEOUS. No provision of this Agreement may be modified
or waived unless such waiver or modification is agreed to in writing signed by
both of the parties hereto. No waiver by any party hereto of any breach by any
other party hereto shall be deemed a waiver of any similar or dissimilar term or
condition at the same or at any prior or subsequent time. This Agreement is the
entire agreement between the parties hereto with respect to the Employee's
employment by the Company, and there are no agreements or representations, oral
or otherwise, expressed or implied, with respect to or related to the employment
of the Employee which are not set forth in this Agreement. This Agreement shall
be binding upon, and inure to the benefit of, the Company, its respective
successors and assigns, and the Employee and Employee's heirs, executors,
administrators and legal representatives. The duties and covenants of the
Employee under this Agreement, being personal, may not be delegated or assigned
by the Employee without the prior written consent of the Company, and any
attempted delegation or assignment without such prior written consent shall be
null and void and without legal effect. The parties agree that if any provision
of this Agreement shall under any circumstances be deemed invalid or
inoperative, the Agreement shall be construed with the invalid or inoperative
provision deleted and the rights and obligations of the parties shall be
construed and enforced accordingly. This Agreement may be assigned by the
Company without the consent of the Employee, provided, however, that the
Employee is given notice of the assignment. If any action is brought by either
party under or relating to this Agreement, the prevailing party in any such
action shall be entitled to recover all of its out-of-pocket costs and expenses
in bringing or defending such action, including, but not limited to, its or his
reasonable attorneys' fees.

         12.      GOVERNING LAW; RESOLUTION OF DISPUTES. The validity,
interpretation, construction, and performance of this Agreement shall be
governed by the laws of the State of Florida without regard to principles of
choice of law or conflicts of law thereunder. Any action or proceeding seeking
to enforce any provision of, or based on any right arising out of, this
Agreement shall be brought exclusively in the courts of the State of Florida,
County of

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Hillsborough, or, if it has or can acquire jurisdiction, in the United States
District Court located in Hillsborough County, Florida, and each of the parties
consents to the jurisdiction of such courts (and of the appropriate appellate
courts) in any such action or proceeding and waives any objection to venue laid
therein. Process in any action or proceeding referred to in the preceding
sentence may be served on either party anywhere in the world. The parties hereto
agree that having venue and jurisdiction solely in Florida is reasonable in that
the headquarters for the Company is in Tampa, Hillsborough County, Florida and
that site for litigation is the most central for such matters. THE PARTIES
HEREBY WAIVE A JURY TRIAL IN ANY LITIGATION ARISING UNDER OR RELATING TO THIS
AGREEMENT OR THE EMPLOYMENT OF THE EMPLOYEE WITH THE COMPANY. This Agreement
shall not be construed against either party but shall be construed without
regard to the participation of either party in the drafting of this Agreement or
any part thereof.

         13.      COUNTERPARTS; FACSIMILE SIGNATURES. 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. This
Agreement may be effective upon the execution and delivery by any party hereto
of facsimile copies of signature pages hereto duly executed by such party;
provided, however, that any party delivering a facsimile signature page
covenants and agrees to deliver promptly after the date hereof two (2) original
copies to the other party hereto.

         14.      MODIFICATION BY THE COURT. In the event that any provision or
Section of this Agreement violates any law of the state of Florida or is for
some other reason unenforceable as written in the state of Florida, the Employee
and the Company agree that the unenforceable provision or Section should not
cause the entire Agreement to become unenforceable unless it is caused to fail
in its essential purpose. In the event that any provision or Section of this
Agreement violates any law of the state of Florida or is for some other reason
unenforceable as written in the state of Florida, the Employee agrees that the
provision should be reduced in scope or length or otherwise modified by the
Court, if possible under the law, to cause the provision or section of the
Agreement to be legal and enforceable but to still provide to the Company the
maximum protection available to it under the law.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.

                                    LIQUIDMETAL TECHNOLOGIES

                                    By: /s/ John Kang
                                       -----------------------------------------
                                       John Kang, President and Chief Executive
                                       Officer

                                    Liquidmetal Technologies
                                    100 North Tampa Street
                                    Suite 3150

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                                    Tampa, FL 33602
                                    Facsimile Number:  [_______________________]

                                    EMPLOYEE

                                    By: /s/ Thomas Trotter
                                       -----------------------------------------

                                    Printed Name:_______________________________

                                    Address and Facsimile Number:

                                    ____________________________________________

                                    ____________________________________________

                                    ____________________________________________

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