LIQUIDMETAL TECHNOLOGIES INC
EXHIBIT 10.4 - NOTE EXCHANGE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>dkm312d.txt
<DESCRIPTION>EXHIBIT 10.4 - NOTE EXCHANGE AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.4

THESE SECURITIES HAVE NOT BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES
ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR
SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND
ANY APPLICABLE STATE SECURITIES LAW OR AN APPLICABLE EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS.

                             NOTE EXCHANGE AGREEMENT

                  NOTE EXCHANGE AGREEMENT (this "Agreement") dated as of July
29, 2004, by and among Liquidmetal Technologies, Inc., a Delaware corporation
(the "Company"), and each person or entity listed as a Noteholder on Schedule I
attached to this Agreement (collectively and individually, the "Noteholders").
Capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Exchange Notes (as defined below).

                              W I T N E S S E T H:

                  WHEREAS, the Company sold and issued to the Noteholders 6%
Senior Convertible Notes in the aggregate principal amount of approximately
three million United States dollars ("Dollars") ($3,000,000.00) (the "Original
Notes") pursuant to that certain Amended and Restated Securities Purchase
Agreement, dated as of March 1, 2004, by and among the Company and the
Noteholders (the "Purchase Agreement");

                  WHEREAS, each of the Noteholders owns an Original Note in the
principal amount set forth opposite such Noteholder's name in Column 3 of
Schedule I attached hereto, and such principal amount remains outstanding as of
the date of this Agreement;

                  WHEREAS, the Original Notes are convertible into shares
("Common Shares") of common stock, par value $.001, of the Company ("Common
Stock"), pursuant to the terms of the Original Notes, and the Noteholders were
granted registration rights with respect to the Common Shares issuable upon
conversion of the Original Notes, pursuant to the terms of that certain
Registration Rights Agreement dated March 1, 2004, entered into by and among the
Company and the Noteholders (the "Registration Rights Agreement" and, together
with this Agreement, the Original Notes, the Factory Mortgage Agreement (defined
below), and the Security Agreement (defined below), the "Original Transaction
Documents");

                  WHEREAS, in connection with the Purchase Agreement, the
Company and the Noteholders have also entered into a Factory Mortgage Agreement
dated March 1, 2004, pursuant to which Michigan Venture Capital serves as agent
for the Noteholders (the "Factory Mortgage Agreement"), and a Security Agreement
dated March 1, 2004, pursuant to which Middlebury Capital LLC serves as agent
for the Noteholders (the "Security Agreement").

                  WHEREAS, the Company and the Noteholders desire to exchange
the Original Notes (the "Exchange") for (A) 6% Senior Secured Notes due 2007 in
the form of Exhibit A attached hereto with an aggregate principal amount equal
to fifty percent (50%) of the aggregate principal of the outstanding Original
Notes (each a "3-Year Note," and collectively, the "3-Year Notes"), and (B) 10%

<PAGE>

Senior Secured Notes due 2005 in the form of Exhibit B attached hereto with an
aggregate principal amount equal to fifty percent (50%) of the aggregate
principal of the outstanding Original Notes (each a "1-Year Note," collectively,
the "1-Year Notes" and collectively with the 3-Year Notes, the "Exchange
Notes"), all on the terms and conditions set forth herein;

                  WHEREAS, in connection with the Exchange, the Company and the
Noteholders desire to amend certain of the Original Transaction Documents, as
more particularly described herein; and

                  WHEREAS, each Noteholder's entire Original Note must be
exchanged in order to participate in the Exchange.

                  NOW, THEREFORE, in consideration of the foregoing premises and
the covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

                                   ARTICLE I

                                Exchange of Notes
                                -----------------

        Section 1.1     Exchange of Notes. Subject to the terms and conditions
contained herein, the Company shall issue to the Noteholders the following in
exchange for the Original Notes being exchanged by the Noteholders: (i) a 3-Year
Note with an aggregate principal amount set forth opposite the Noteholder's name
in Column 4 of Schedule I attached hereto, which equals fifty percent (50%) of
the principal of the Original Note being exchanged by such Noteholder, and (ii)
a 1-Year Note with an aggregate principal amount set forth opposite the
Noteholder's name in Column 5 of Schedule I attached hereto, which equals fifty
percent (50%) of the principal of the Original Note being exchanged by such
Noteholder.

        Section 1.2     The Closing.

                (a)     Timing. Subject to the fulfillment or waiver of the
conditions set forth in Article VIII hereof, the purchase and sale of the
Exchange Notes shall take place at a closing (the "Closing"), on or about the
date hereof or such other date as the Noteholders and the Company may agree upon
(the "Closing Date"), provided that the Closing Date shall be no later than July
29, 2004.

                (b)     Form of Payment and Closing. On the Closing Date, the
Company shall deliver to each Noteholders the Exchange Notes purchased
hereunder, registered in the name of the Noteholder or its nominee. On the
Closing Date each Noteholder shall deliver to the Company the original executed
Original Note being exchanged hereunder, duly endorsed. In addition, each party
shall deliver all documents, instruments and writings required to be delivered
by such party pursuant to this Agreement at or prior to the Closing. The
Exchange Notes will be fully owned and paid for by the Noteholders as of the
Closing Date.


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<PAGE>

                                   ARTICLE II

                         Representations and Warranties
                         ------------------------------

        Section 2.1     Representations and Warranties of the Company. The
Company hereby makes the following representations and warranties to the
Noteholders as of the date hereof and the Closing Date:

                (a)     Authorization; Enforcement. (i) The Company has all
requisite corporate power and authority to enter into and perform this
Agreement, the Exchange Notes, and the Original Transaction Documents as amended
pursuant to this Agreement (the "Transaction Documents") and to issue the
Exchange Notes in accordance with the terms hereof, (ii) the execution and
delivery of the Transaction Documents by the Company and the consummation by it
of the transactions contemplated hereby and thereby, including the issuance of
the Exchange Notes, have been duly authorized by all necessary corporate action,
and no further consent or authorization of the Company or its Board of Directors
(or any committee or subcommittee thereof) or stockholders is required, (iii)
the Transaction Documents will have been duly executed and delivered by the
Company as of the Closing, (iv) the Transaction Documents constitute valid and
binding obligations of the Company enforceable against the Company, except (A)
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of creditors' rights and remedies or by
other equitable principles of general application, and (B) to the extent the
indemnification provisions contained in this Agreement and the Registration
Rights Agreement, as amended, may be limited by applicable federal or state
securities laws and (v) the Exchange Notes and the Common Shares issuable upon
the conversion thereof, have been duly authorized and, upon issuance thereof and
payment therefor in accordance with the terms of this Agreement, will be validly
issued, fully paid and non-assessable, free and clear of any and all liens,
claims and encumbrances.

                (b)     Issuance of Shares. Upon issuance in accordance with
this Agreement and the terms of the Exchange Notes, the Exchange Notes will be
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issue thereof.

                (c)     No Conflicts. The execution, delivery and performance of
the Transaction Documents by the Company and the consummation by the Company of
the transactions contemplated hereby and thereby and issuance of the Exchange
Notes and the Common Shares underlying the Exchange Notes will not (i) result in
a violation of the Company's Certificate of Incorporation, as amended and as in
effect on the date hereof (the "Certificate of Incorporation"), any certificate
of designations, preferences and rights of any outstanding series of preferred
stock of the Company or the Company's By-laws, as in effect on the date hereof
(the "By-laws"); (ii) conflict with, or constitute a default (or an event which
with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of,
any agreement, indenture or instrument to which the Company or any of its
subsidiaries is a party, or (iii) to the Company's knowledge result in a
violation of any law, rule, regulation, order, judgment or decree (including
United States federal and state securities laws and regulations applicable to
the Company or any of its subsidiaries or by which any property or asset of the
Company or any of its subsidiaries is bound or affected, except in the case of


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<PAGE>

clause (ii), such conflicts that would not have a Material Adverse Effect.
"Material Adverse Effect" means any adverse effect on the business, operations,
properties, prospects or financial condition of the Company and its
subsidiaries, if any, and which is (either alone or together with all other
adverse effects) material to the Company and its subsidiaries, if any, taken as
a whole, and any material adverse effect on the transactions contemplated under
this Agreement, the Note, and the Registration Rights Agreement.

                (d)     Disclosure. No representation or warranty by the Company
in this Agreement, nor in any certificate, Schedule or Exhibit delivered or to
be delivered pursuant to this Agreement: contains or will contain any untrue
statement of material fact or omits or will omit to state a material fact
necessary to make the statements contained herein or therein not misleading.

                (e)     Issuance of Common Shares. The Common Shares are duly
authorized and reserved for issuance and, upon conversion of the Exchange Notes
in accordance with the terms thereof, such Common Shares will be validly issued,
fully paid and non-assessable, free and clear of any and all liens, claims and
encumbrances, and the holders of such Common Shares shall be entitled to all
rights and preferences accorded to a holder of Common Stock.

                (f)     Representations and Warranties in Purchase Agreement.
Subject to the Supplemental Disclosure Schedule attached to this Agreement and
incorporated herein by this reference, the representations and warranties set
forth in Article II of the Purchase Agreement shall continue to remain in full
force and effect as though made on the date of this Agreement, and nothing in
this Agreement shall limit or otherwise amend or alter such representations and
warranties.

        Section 2.2     Representations and Warranties of the Noteholders. Each
of the Noteholders hereby makes the following representations and warranties to
the Company as of the date hereof and the Closing Date:

                (a)     Accredited Investor Status; Sophisticated Purchaser. The
Noteholder is an "accredited investor" as that term is defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended ("Securities Act" or
"1933 Act"). The Noteholder has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of the
purchase of the Exchange Notes and the Common Shares. The Noteholder is not
registered as a broker or dealer under Section 15(a) of the 1934 Act, affiliated
with any broker or dealer registered under Section 15(a) of the 1934 Act, or a
member of the National Association of Securities Dealers, Inc.

                (b)     Information. The Noteholder and its advisors, if any,
have been furnished with all materials relating to the business, finances and
operations of the Company which have been requested and materials relating to
the offer and sale of the Exchange Notes and the Common Shares which have been
requested by the Noteholder. The Noteholder and its advisors, if any, have been
afforded the opportunity to ask questions of the Company. In determining whether
to enter into this Agreement and purchase the Exchange Notes, the Noteholder has


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<PAGE>

relied solely on the written information supplied by Company employees in
response to the written due diligence information request provided by the
Noteholder to the Company, and the Noteholder has not received nor relied upon
any oral representation or warranty relating to the Company, this Agreement, the
Exchange Notes, or any of the transactions or relationships contemplated
thereby. The Noteholder understands that its purchase of the Exchange Notes and
Common Shares involves a high degree of risk. The Noteholder has sought such
accounting, legal and tax advice as it has considered necessary to make an
informed investment decision with respect to its acquisition of the Exchange
Notes and Common Shares.

                (c)     No Governmental Review. The Noteholder understands that
no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Exchange
Notes or the Common Shares or the fairness or suitability of the investment in
the Exchange Notes and the Common Shares nor have such authorities passed upon
or endorsed the merits thereof.

                (d)     Legends. The Company shall issue the Exchange Notes and
certificates for the Common Shares to the Noteholder without any legend except
as described in Article IX below. The Noteholder covenants that, in connection
with any transfer of Common Shares by the Noteholder pursuant to the
registration statement contemplated by the Registration Rights Agreement, as
amended, it will comply with the applicable prospectus delivery requirements of
the 1933 Act, provided that copies of a current prospectus relating to such
effective registration statement are or have been supplied to the Noteholder.

                (e)     Authorization; Enforcement. This Agreement has been duly
and validly authorized, executed and delivered on behalf of the Noteholder and
is a valid and binding agreement of the Noteholder enforceable against the
Noteholder in accordance with their terms, subject as to enforceability to
general principles of equity and to applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation and other similar laws relating to, or
affecting generally, the enforcement of applicable creditors' rights and
remedies. The Noteholder has the requisite corporate power and authority to
enter into and perform its obligations under this Agreement and each other
agreement entered into by the parties hereto in connection with the transactions
contemplated by this Agreement.

                (f)     No Conflicts. The execution, delivery and performance of
this Agreement by the Noteholder and the consummation by the Noteholder of the
transactions contemplated hereby and thereby will not (i) result in a violation
of the certificate of incorporation, by-laws or other documents of organization
of the Noteholder, (ii) conflict with, or constitute a default (or an event
which with notice or lapse of time or both would become a default) under, or
give others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which the Noteholder is bound, or
(iii) result in a violation of any law, rule, regulation or decree applicable to
the Noteholder.

                (g)     Investment Representation. The Noteholder is purchasing
the Exchange Notes for its own account and not with a view to distribution in
violation of any securities laws. The Noteholder has been advised and
understands that neither the Exchange Notes nor the Common Shares issuable upon
conversion thereof have been registered under the 1933 Act or under the "blue
sky" laws of any jurisdiction and may be resold only if registered pursuant to


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<PAGE>

the provisions of the 1933 Act or if an exemption from registration is
available, except under circumstances where neither such registration nor such
an exemption is required by law. The Noteholder has been advised and understands
that the Company, in issuing the Exchange Notes, is relying upon, among other
things, the representations and warranties of the Noteholder contained in this
Section 2.2 in concluding that such issuance is a "private offering" and is
exempt from the registration provisions of the 1933 Act.

                (h)     Rule 144. The Noteholder understands that there is no
public trading market for the Exchange Notes, that none is expected to develop,
and that the Exchange Notes must be held indefinitely unless and until such
Exchange Notes, or if applicable, the Common Shares received upon conversion
thereof are registered under the 1933 Act or an exemption from registration is
available. The Noteholder has been advised or is aware of the provisions of Rule
144 promulgated under the 1933 Act.

                (i)     Brokers. The Noteholder has taken no action which would
give rise to any claim by any person for brokerage commissions, finder's fees or
similar payments by the Company or the Noteholder relating to this Agreement or
the transactions contemplated hereby.

                (j)     Reliance by the Company. The Noteholder understands that
the Exchange Notes are being offered and sold in reliance on a transactional
exemption from the registration requirements of Federal and state securities
laws and that the Company is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and understandings of
the Noteholder set forth herein in order to determine the applicability of such
exemptions and the suitability of the Noteholder to acquire the Exchange Notes
and the Common Shares issuable upon conversion thereof.

                                  ARTICLE III

                                    Covenants
                                    ---------

        Section 3.1     Registration and Listing; Effective Registration. Until
such time as the Exchange Notes are not outstanding, the Company will cause the
Common Stock to continue at all times to be registered under Sections 12(b) or
(g) of the 1934 Act, will comply in all material respects with its reporting and
filing obligations under the 1934 Act, and will not take any action or file any
document (whether or not permitted by the 1934 Act or the rules thereunder) to
terminate or suspend such reporting and filing obligations. Until such time as
the Exchange Notes are not outstanding, the Company shall use its best efforts
to cause the Common Stock to be listed or quoted on the Nasdaq National Market
System, Nasdaq Small Cap Market, New York Stock Exchange, American Stock
Exchange, or OTC Bulletin Board (the "Approved Markets") and shall comply in all
material respects with the Company's reporting, filing and other obligations
under the bylaws or rules of the Approved Market on which the Common Stock is
listed or quoted. The Company shall use its best efforts to cause the Common
Shares to be listed or quoted on one of the Approved Markets no later than the
effectiveness of the registration of the Common Shares under the 1934 Act, and
shall use its best efforts to continue such listing(s) or quotation on one of
the Approved Markets, for so long as the Exchange Notes are outstanding.
Notwithstanding the foregoing, the Noteholders acknowledge that the Company is
not as of the date hereof in compliance with its reporting and filing
obligations under the Exchange Act and that the Company shall not be in breach


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<PAGE>

of this Agreement as a result of this noncompliance so long as the Company
regains compliance with such obligations within one hundred twenty (120) days
after the date of Closing.

        Section 3.2     Certificates on Conversion. Upon any conversion by the
Noteholder (or then holder of the Exchange Notes) of the Exchange Notes pursuant
to the terms thereof, the Company shall issue and deliver to the Noteholder (or
holder) within three (3) Trading Days of the conversion date a new Exchange Note
or Exchange Notes for the aggregate principal amount of Exchange Notes which the
Noteholder (or holder) has not yet elected to convert but which are evidenced in
part by the Exchange Notes submitted to the Company in connection with such
conversion (with the denominations of such new Exchange Note(s) designated by
the Noteholder or holder). As used herein, "Trading Day" shall mean a day on
which there is trading on the exchange or quotation service on which the Common
Stock is then principally traded or quoted.

        Section 3.3     Replacement Notes. The Exchange Note held by the
Noteholder (or then holder) may be exchanged by the Noteholder (or such holder)
at any time and from time to time for Exchange Note(s) with different
denominations representing an equal aggregate principal amount of Exchange
Note(s), as requested by the Noteholder (or such holder) upon surrendering the
same. No service charge will be made for such registration or transfer or
exchange.

        Section 3.4     Securities Compliance. The Company shall notify the
Securities and Exchange Commission, in accordance with its requirements, of the
transactions contemplated by this Agreement, the Note, and the Registration
Rights Agreement, as amended, and shall take all other necessary action and
proceedings as may be required and permitted by applicable law, rule and
regulation, for the legal and valid issuance of the Exchange Notes hereunder and
the Common Shares issuable upon conversion or exercise thereof.

        Section 3.5     Notices. The Company agrees to provide all holders of
Exchange Notes with copies of all notices and information, including without
limitation, notices and proxy statements in connection with any meetings that
are provided to the holders of shares of Common Stock, contemporaneously with
the delivery of such notices or information to such Common Stock holders.

        Section 3.6     Reservation of Shares; Stock Issuable Upon Conversion.
The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the Exchange Notes, such number of its shares of Common Stock as
shall from time to time be sufficient to effect the conversion of the Exchange
Notes.

        Section 3.7     Best Efforts. The parties shall use their best efforts
to satisfy timely each of the conditions described in Article VIII of this
Agreement.

        Section 3.8     Form D; Blue Sky Laws. The Company agrees to file a Form
D with respect to the Exchange Notes and Common Stock, in accordance with
Regulation D and to provide a copy thereof to the Noteholders promptly after
such filing. The Company shall, on or before the Closing Date, take such action
as the Company shall have reasonably determined is necessary to qualify the
Exchange Notes the Common Shares for sale to the Noteholders under applicable
securities or "blue sky" laws of the states of the United States (or to obtain
an exemption from such qualification), and shall provide evidence of any such
action so taken to the Noteholders on or prior to the Closing Date; provided,


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<PAGE>

however, that the Company shall not be required in connection therewith to
register or qualify as a foreign corporation in any jurisdiction where it is not
now so qualified or to take any action that would subject it to service of
process in suits or taxation, in each case, in any jurisdiction where it is not
now so subject.

        Section 3.9     Information. The Company agrees to send to the
Noteholders for so long as the Exchange Notes are outstanding copies of any
notices and other information made available or given to the stockholders of the
Company generally, contemporaneously with the making available or giving thereof
to the stockholders.

        Section 3.10    Prohibition on Net Short Positions. From and including
the date of this Agreement, each Noteholder agrees that such Noteholder shall
not maintain a Net Short Position. "Net Short Position" shall mean that the
aggregate number of shares of Common Stock held in a short position by such
Noteholder exceeds the sum of (i) the number of shares of Common Stock owned by
such Noteholder, plus (ii) the number of Common Shares issuable to such
Noteholder.

        Section 3.11    Prohibition on Certain Actions. The Company shall not,
between the date hereof and the Closing Date (both dates inclusive), take any
action or decision which (had the Exchange Notes already been issued) would
result in an adjustment of the Conversion Price (as defined in the Exchange
Notes).

        Section 3.12    Senior Status of Notes. Beginning on the date of this
Agreement and for so long as any Exchange Notes remain outstanding, neither the
Company nor any subsidiary of the Company shall, without the prior written
consent of Noteholders holding a majority of the aggregate outstanding Principal
Amount of the Exchange Notes, incur or otherwise become liable with respect to
any indebtedness that would rank senior or pari passu to the Exchange Notes in
order of payment, other than (i) indebtedness in existence on the date hereof,
(ii) secured indebtedness used solely to finance the purchase or lease of assets
(provided that such debt may only be secured by the purchased or leased assets
and not by any other assets of the Company), (iii) any indebtedness from any
loan that replaces or refinances the Company's existing credit facility with
Kookmin Bank, (iv) indebtedness to trade creditors in the ordinary course of
business, or (v) any new notes (the "New Middelbury Notes") issued by the
Company simultaneously herewith or at any time hereafter in exchange for the 6%
Senior Convertible Notes issued by the Company pursuant to that certain
Securities Purchase Agreement, dated March 1, 2004, among the Company, and the
investors identified as "Purchasers" therein and for which Middlebury Capital
LLC acted as placement agent (the "Old Middlebury Notes").

                "Effective Registration" shall mean that all registration
obligations of the Company pursuant to the Registration Rights Agreement, as
amended, have been satisfied and (i) such Registration Statement is not subject
to any suspension or stop orders; (ii) the resale of such Registrable Securities
may be effected pursuant to a current and deliverable prospectus; (iii) the
requisite number of shares of Common Stock shall have been duly authorized and
reserved for issuance as required by the terms of the Transaction Documents;
(iv) no Interfering Event (as described in the Registration Rights Agreement, as
amended) then exists; (v) the Registrable Securities shall have been duly
qualified or exempt under all state "blue sky" laws; and (viii) none of the
Company or any direct or indirect subsidiary of the Company is subject to any
Bankruptcy Event (as defined below).


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<PAGE>

                  "Bankruptcy Event" means any of the following events: (a) the
Company or any subsidiary commences a case or other proceeding under any
bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction
relating to the Company or any subsidiary thereof; (b) there is commenced
against the Company or any subsidiary any such case or proceeding that is not
dismissed within 30 days after commencement; (c) the Company or any subsidiary
is adjudicated insolvent or bankrupt or any order of relief or other order
approving any such case or proceeding is entered; (d) the Company or any
subsidiary suffers any appointment of any custodian or the like for it or any
substantial part of its property that is not discharged or stayed within 30
days; (e) the Company or any subsidiary makes a general assignment for the
benefit of creditors; (f) the Company or any subsidiary, by any act or failure
to act, expressly indicates its consent to, approval of or acquiescence in any
of the foregoing or takes any corporate or other action for the purpose of
effecting any of the foregoing.

        Section 3.13    Replacement of Purchase Agreement Covenants. The parties
hereto acknowledge and agree that that the covenants set forth in this Article
III shall supplant and replace in their entirety the covenants set forth in
Article III of the Purchase Agreement, which covenants shall no longer have any
force or effect as of the Closing.

                                   ARTICLE IV

                           Transfer Agent Instructions
                           ---------------------------

                The Company shall issue irrevocable instructions to its
transfer agent, and any subsequent transfer agent, to issue certificates,
registered in the name of the respective Noteholder or its respective
nominee(s), for the Common Shares in such amounts as specified from time to time
by the Noteholder to the Company upon delivery of a conversion or exercise
notice (the "Irrevocable Transfer Agent Instructions"). The Company warrants
that no instruction relating to the Common Shares other than the Irrevocable
Transfer Agent Instructions referred to in this Article IV will be given by the
Company to its transfer agent and that the Common Shares shall be freely
transferable on the books and records of the Company as contemplated by Article
IX below when the legend referred to therein may be removed. Nothing in this
Article IV shall affect in any way the Noteholders' obligations and agreements
set forth in Section 2.2(d) to comply with all applicable prospectus delivery
requirements, if any, upon resale of the Common Shares. The Company shall
instruct its transfer agent to issue one or more certificates in such name and
in such denominations as specified by the Noteholders and without any
restrictive legends except as contemplated by Article IX.

                                   ARTICLE V

                   Amendment of Registration Rights Agreement
                   ------------------------------------------

        Section 5.1     Amendment.

                (a)     The first Recital of the Registration Rights Agreement
is hereby amended to reflect that (i) the definition of "Purchase Agreement"
thereunder shall include each of the Purchase Agreement and this Agreement, and


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(ii) the definition of "Note" thereunder shall collectively mean the Exchange
Notes.

                (b)     Section 2(a)(i) of the Registration Rights Agreement is
hereby deleted in its entirety and replaced with the following:

                  (i) But in any event by ninety (90) days after the Closing
                  Date prepare and file a registration statement with the
                  Commission pursuant to Rule 415 under the Securities Act on
                  Form S-3 under the Securities Act (or in the event that the
                  Company is ineligible to use such form, such other form as the
                  Company is eligible to use under the Securities Act provided
                  that such other form shall be converted into an S-3 as soon as
                  Form S-3 becomes available to the Company) covering resales by
                  the Holders as selling stockholders (not underwriters) of the
                  Registrable Securities ("Registration Statement"), which
                  Registration Statement, to the extent allowable under the
                  Securities Act and the rules promulgated thereunder (including
                  Rule 416), shall state that such Registration Statement also
                  covers such indeterminate number of additional shares of
                  Common Stock as may become issuable upon conversion of the
                  Note. The number of shares of Common Stock initially included
                  in such Registration Statement shall be no less than the sum
                  of 1.5 times the sum of the number of Common Shares that are
                  issuable upon conversion of the Note as of the date of this
                  Agreement, at the then applicable Conversion Price (as defined
                  in the Note). Thereafter the Company shall use its best
                  efforts to cause such Registration Statement and other filings
                  to be declared effective as soon as possible, and in any event
                  no later than the following date, as appropriate (the
                  "Required Effective Date"): (A), if the SEC notifies that the
                  Company that the SEC will not review the Registration
                  Statement, the Required Effective Date shall be five (5) days
                  after the SEC provides such notification, or (B) if the SEC
                  notifies the Company that it will review the Registration
                  Statement, then the Required Effective Date shall be sixty
                  (60) days after the Company receives the first written
                  comments on the Registration Statement from the SEC. Without
                  limiting the foregoing, the Company will promptly respond to
                  all SEC comments, inquiries and requests, and shall request
                  acceleration of effectiveness at the earliest possible date.
                  The Purchasers acknowledge that, as of the date hereof, the
                  Company is not eligible to utilize Form S-3 and does not
                  expect to be eligible to utilize Form S-3 at the time of the
                  filing of the Registration Statement, and the inability to
                  utilize Form S-3 shall not constitute a breach of this
                  Agreement.


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<PAGE>

                (c)     Section 2(c)(i) of the Registration Rights Agreement is
hereby deleted in its entirety and replaced with the following:

                  (i) Payments by the Company. If (i) at any time after
                  effectiveness of the Registration Statement, sales thereunder
                  during the registration period (as described in Section 5)
                  cannot be made for any reason, other than by reason of the
                  operation of Section 2(b), for a period of more than 10
                  consecutive business days, (ii) at any time after
                  effectiveness of the Registration Statement, sales thereunder
                  during the Registration Period cannot be made for a period of
                  time that exceeds the limitations set forth in Section 2(b),
                  or (iii) at any time after the Registrable Securities are
                  listed in accordance with Section 2(a)(viii), the Common
                  Shares are not listed or included for quotation on the Nasdaq
                  National Market or other exchange, market, or the OTC Bulletin
                  Board where shares of the Company's common stock are then
                  traded or quoted for more than 10 consecutive calendar days,
                  then the Company will thereafter make a payment to each Holder
                  as set forth below. The amount of the payment made to each
                  Holder will be equal to 1% of the purchase price paid for the
                  Notes purchased by the Holder and not previously converted
                  into Common Shares and sold by the Holder for each 30 business
                  days that sales cannot be made under the effective
                  Registration Statement or the Common Shares are not listed or
                  included for quotation on the Nasdaq National Market or other
                  exchange, market, or the OTC Bulletin Board where shares of
                  the Company's common stock are then traded or quoted (but any
                  day on which both conditions exist shall count as a single day
                  and no day taken into account for purposes of determining
                  whether any payment is due under Section 2 (c)(ii) shall be
                  taken into account for purposes of determining whether any
                  payment is due under this Section 2(c)(i) or the amount of
                  such payment). The number of shares not previously sold as
                  specified in the previous sentence shall be determined as of
                  the end of the respective 30-business day period. In no event
                  shall payment pursuant to this Section exceed 10% in the
                  aggregate of the purchase price paid for the Notes purchased
                  by the Holder (including such Holder's predecessors and
                  successors) for the entire registration period (as described
                  in Section 5). These payments will be prorated on a daily
                  basis during the 30-business day period and will be paid to
                  each Holder within ten business days following the end of each
                  30- business day period as to which payment is due hereunder
                  or, at the Company's option, will be added to the outstanding
                  Principal Amount of the Notes, provided that the respective
                  Holder delivered to the Company at least two business days
                  prior thereto information with respect to the number of Notes
                  and Common Shares not previously sold by such Holder (together
                  with reasonable supporting documentation). The Holders may


                                       11
<PAGE>

                  make a claim for additional damages as a remedy for the
                  Company's failure to comply with the timelines set forth in
                  this Section, but acknowledgement of such right in this
                  Agreement shall not constitute an admission by the Company
                  that any such damages exist or may exist. Notwithstanding the
                  foregoing, if the Company has used its best efforts to avoid
                  circumstances as a result of which sales cannot be made under
                  the Registration Statement during the Registration Period or
                  the Common Shares are not listed or included for quotation on
                  the Nasdaq National Market or other exchange, market, or the
                  OTC Bulletin Board where the Common Shares are traded or
                  quoted, then the damages described above shall be the Holders'
                  sole and exclusive remedy for damages arising out of such
                  circumstances. Nothing contained in the preceding sentence
                  shall be read to limit the ability of the Holders to seek
                  specific performance of this Agreement.

                (d)     Section 2(c)(ii) of the Registration Rights Agreement is
hereby deleted in its entirety and replaced with the following:

                  (ii) Effect of Late Registration. If the Registration
                  Statement has not been declared effective by the Required
                  Effective Date other than by reason of the operation of
                  Section 2(b), then the Company will make a payment to each
                  Holder for such delay (each a "Late Registration Payment").
                  Each Late Registration Payment will be equal to 2% of the
                  purchase price paid for the Notes purchased by such Holder and
                  not previously sold (or converted into Common Shares and sold)
                  by such Holder for the first 30 business days after the
                  Required Effective Date, and 1% of such purchase price for
                  each period of 30 business days thereafter (but no day taken
                  into account for purposes of determining whether any payment
                  is due under Section 2(c)(i) shall be taken into account for
                  purposes of determining whether any payment is due under this
                  Section 2(c)(ii) or the amount of such payment). In no event
                  shall payments pursuant to this Section exceed 10% in the
                  aggregate of the purchase price paid for the Notes purchased
                  by the Holder (including such Holder's predecessors and
                  successors) for the period beginning of the date hereof and
                  continuing through the expiration of the registration period
                  (as described in Section 5). The Late Registration Payments
                  will be prorated on a daily basis during the 30-business day
                  period and will be paid to the initial Holders or, at the
                  Company's option, will be added to the outstanding Principal
                  Amount of the Notes, within ten business days following the
                  end of each 30-business day period as to which payment is due
                  hereunder, provided that the respective Holder delivered to
                  the Company at least two business days prior thereto


                                       12
<PAGE>

                  information with respect to the number of Notes and Common
                  Shares not previously sold by such Holder (together with
                  reasonable supporting documentation). The Holders may make a
                  claim for additional damages as a remedy for the Company's
                  failure to comply with the timelines set forth in this
                  Section, but acknowledgement of such right in this Agreement
                  shall not constitute an admission by the Company that any such
                  damages exist or may exist. Notwithstanding the foregoing, if
                  the Company has used its reasonable best efforts to avoid
                  circumstances as a result of which the Registration Statement
                  has not been filed by the Required Filing Date or declared
                  effective by the Required Effective Date, then the damages
                  described above shall be the Holders' sole and exclusive
                  remedy for damages arising out of such circumstances. Nothing
                  contained in the preceding sentence shall be read to limit the
                  ability of the Holders to seek specific performance of this
                  Agreement. Notwithstanding the foregoing, if the Registration
                  Statement has not yet been declared effective and the Holders
                  are no longer entitled to receive Late Registration Payments
                  as a result of the above-described percentage limitation on
                  said payments, then each Holder shall have the right, at any
                  time upon at least thirty (30) days written notice, to sell
                  all (but not less than all) of its Notes to the Company for a
                  cash purchase price equal to the outstanding Principal Amount
                  of the Notes plus any accrued but unpaid interest.

        Section 5.2     Ratification. Except as specifically amended and
modified by this Article V, the Registration Rights Agreement shall remain in
full force and effect and is hereby reaffirmed and ratified.

                                   ARTICLE VI

                         Amendment of Security Agreement
                         -------------------------------

        Section 6.1     Amendment. The definition of "Obligations" in Section 2
of the Security Agreement is hereby amended to reflect that the definition of
"Note" thereunder shall collectively mean the Exchange Notes and the New
Middlebury Notes, and the definition of "Michigan Note" thereunder shall
collectively mean the New Michigan Notes.

        Section 6.2     Ratification. Except as specifically amended and
modified by this Article VI, the Security Agreement shall remain in full force
and effect and is hereby reaffirmed and ratified.

                                  ARTICLE VII

                     Amendment to Factory Mortgage Agreement
                     ---------------------------------------

        Section 7.1     Amendment.


                                       13
<PAGE>

                (a)     Section 6(f) of the Factory Mortgage Agreement is hereby
deleted in its entirety and replaced with the following:

                        (i)     The Mortgagor has not agreed, and will not agree
to sell, assign, transfer or create any security, interest, lien or other
encumbrance in or over all or any part of the Mortgaged Property other than the
Priority Mortgage; provided, however, Mortgagor may grant a lien in the
Mortgaged Property to secure the New Middlbury Notes (defined below), which such
lien shall be equal in rank to the lien created under this Agreement; provided
further, that the Mortgagor shall be permitted to sell all or any part of the
Mortgaged Property free and clear of the mortgage created hereunder to an
unrelated third-party in an arm's length transaction for a valid business
purpose (in which case, the Mortgagee shall, at the request of the Mortgagor and
at the Mortgagor's cost and expense, deregister the Factory Mortgage from the
relevant registry office and take such other action as may be reasonably
requested by the Mortgagor to effectuate the release of the Factory Mortgage).
For purposes hereof, "New Middlbury Notes" shall mean any senior convertible
notes of Liquidmetal that are issued in exchange for the 6% Senior Convertible
Notes of Liquidmetal issued pursuant to the Securities Purchase Agreement, dated
March 1, 2004, among Liquidmetal and the "Purchasers" identified therein and for
which Middlebury Capital LLC acted as placement agent.

                (b)     The definition of "Secured Obligations" in Section 1.2
of the Factory Mortgage Agreement is hereby amended to reflect that the
definition of "Note" thereunder shall collectively mean the Exchange Notes, and
the definition of "Securities Purchase Agreement" shall mean this Note Exchange
Agreement

        Section 7.2     Ratification. Except as specifically amended and
modified by this Article VI, the Security Agreement shall remain in full force
and effect and is hereby reaffirmed and ratified.

                                  ARTICLE VIII

                             Conditions to Closings
                             ----------------------

        Section 8.1     Conditions Precedent to the Obligation of the Company.
The obligation hereunder of the Company to issue the Exchange Notes and the
other Transaction Documents to the Noteholders at the applicable Closing is
subject to the satisfaction, at or before the applicable Closing, of each of the
applicable conditions set forth below. These conditions are for the Company's
sole benefit and may be waived by the Company at any time in its sole
discretion.

                (a)     Accuracy of the Noteholders' Representations and
Warranties. The representations and warranties of each Noteholder will be true
and correct in all material respects as of the date when made and as of the
Closing Date, as though made at that time.

                (b)     Performance by the Noteholders. The Noteholders shall
have performed all agreements and satisfied all conditions required to be
performed or satisfied by the Noteholders at or prior to the Closing, including
fully delivering to the Company all of the Original Notes owned by the
Noteholders, duly endorsed.


                                       14
<PAGE>

                (c)     No Injunction. No statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent
jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement, the Registration Rights Agreement, as amended,
or the Exchange Notes.

                (d)     Certificate. The Noteholders shall have delivered a
certificate to the Company certifying that the representations and warranties of
the Noteholders contained in are true and correct in all material respects as of
the Closing Date.

                (e)     Final Board Approval. The Company's Board of Directors,
or any authorized committee thereof, shall have given final approval to this
Agreement and the instruments, documents, and agreements contemplated hereby.

                (f)     Closing Date. The Closing shall have occurred by July
29, 2004.

        Section 8.2     Conditions Precedent to the Obligation of the
Noteholders. The obligation hereunder of the Noteholders to acquire the Exchange
Notes at the applicable Closing is subject to the satisfaction, at or before the
applicable Closing, of each of the applicable conditions set forth below. These
conditions are for the Noteholder's benefit and may be waived by the
Noteholders' at any time in their sole discretion.

                (a)     Accuracy of the Company's Representations and
Warranties. The representations and warranties of the Company shall be true and
correct in all material respects as of the date when made and as of the Closing
Date as though made at that time (except for representations and warranties as
of an earlier date, which shall be true and correct in all material respects as
of such date).

                (b)     No Injunction. No statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent
jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement, the Registration Rights Agreement, as amended,
or the Exchange Notes.

                (c)     Officer's Certificates. The Company shall have delivered
to the Noteholders a certificate in form and substance satisfactory to the
Noteholders and the Noteholders' counsel, executed by an officer of the Company,
certifying as to satisfaction of closing conditions, incumbency of signing
officers, and the true, correct and complete nature of the Certificate of
Incorporation, By-Laws, good standing and authorizing resolutions of the
Company.

                                   ARTICLE IX

                                Legend and Stock
                                ----------------

                Upon exchange therefor as provided in this Agreement, the
Company will issue the Exchange Notes in the name of the respective Noteholder
or its designees and in such denominations to be specified by the Noteholder


                                       15
<PAGE>

prior to (or from time to time subsequent to) Closing. The Exchange Notes and
any certificate representing Common Shares issued upon conversion thereof, prior
to such Common Shares being registered under the 1933 Act for resale or
available for resale under Rule 144 under the 1933 Act, shall be stamped or
otherwise imprinted with a legend in substantially the following form:

                THESE SECURITIES HAVE NOT BEEN REGISTERED FOR OFFER OR SALE
UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE
SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN APPLICABLE
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

                The Company agrees to reissue the Exchange Notes and Common
Shares issuable upon conversion or exercise of the foregoing, without the legend
set forth above, at such time as (i) the holder thereof is permitted to dispose
of such Exchange Notes and Common Shares issuable upon conversion thereof
pursuant to Rule 144(k) under the 1933 Act, or (ii) such securities are sold to
a purchaser or purchasers who (in the opinion of counsel to the seller or such
purchaser(s), in form and substance reasonably satisfactory to the Company and
its counsel) are able to dispose of such shares publicly without registration
under the 1933 Act, or (iii) such securities have been registered under the 1933
Act.

                Prior to the Registration Statement (as defined in the
Registration Rights Agreement, as amended) being declared effective, any Common
Shares issued pursuant to conversion of the Exchange Notes shall bear a legend
in the same form as the legend indicated above; provided that such legend shall
be removed from such shares and the Company shall issue new certificates without
such legend if (i) the holder has sold or disposed of such shares pursuant to
Rule 144(k) under the 1933 Act, or the holder is permitted to dispose of such
shares pursuant to Rule 144(k) under the 1933 Act, (ii) such shares are
registered for resale under the 1933 Act, or (iii) such shares are sold to a
purchaser or purchasers who (in the opinion of counsel to the seller or such
purchaser(s), in form and substance reasonably satisfactory to the Company and
its counsel) are able to dispose of such shares publicly without registration
under the 1933 Act. Upon such Registration Statement becoming effective, the
Company agrees to promptly issue new certificates representing such shares
without such legend. Any Common Shares issued after the Registration Statement
has become effective shall be free and clear of any legends, transfer
restrictions and stop orders. Notwithstanding the removal of such legend, the
Noteholders agrees to sell the Common Shares represented by the new certificates
in accordance with the applicable prospectus delivery requirements (if copies of
a current prospectus are provided to the Noteholders by the Company) or in
accordance with an exemption from the registration requirements of the 1933 Act.

                Nothing herein shall limit the right of any holder to pledge
these securities pursuant to a bona fide margin account or lending arrangement
entered into in compliance with law, including applicable securities laws.


                                       16
<PAGE>

                                   ARTICLE X

                               Release and Waiver
                               ------------------

                In exchange to the agreements and covenants of the Company
hereunder, each of the Noteholders, on behalf of himself/herself and his/her
agents, assigns, heirs, devisees, and successors, releases and forever
discharges the Company, its agents, officers, directors, shareholders,
employees, attorneys, and representatives, from any and all claims, causes of
action, suits, debts, liabilities, damages and expenses (including attorneys'
fees and costs) of any type whatsoever (collectively, "Claims"), whether known
or unknown, that any of the Noteholders have or may have or may have at any time
through the date hereof, under the Original Notes or the other Original
Transaction Documents, including without limitation (i) any Event of Default
under the Original Notes or the Purchase Agreement, or (ii) any breach under the
Registration Rights Agreement.

                                   ARTICLE XI

                                   Termination
                                   -----------

        Section 11.1    Termination by Mutual Consent.  This Agreement may be
terminated at any time prior to the Closing by the mutual written consent of the
Company and the Noteholders.

        Section 11.2    Other Termination. This Agreement may be terminated by
action of the Board of Directors of the Company or by the Noteholders at any
time if the Closing shall not have been consummated on the Closing Date;
provided, however, that the party (or parties) prepared to close shall retain
its (or their) right to sue for any breach by the other party (or parties).

                                  ARTICLE XII

                                 Indemnification
                                 ---------------

                In consideration of the Noteholders' execution and delivery of
the this Agreement and acquiring the Exchange Notes hereunder and in addition to
all of the Company's other obligations under the Transaction Documents, the
Company shall defend, protect, indemnify and hold harmless the Noteholders and
all of their partners, officers, directors, employees, members and direct or
indirect investors and any of the foregoing person's agents or other
representatives (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the
"Indemnitees") from and against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection therewith (irrespective of whether any such Indemnitee is a party to
the action for which indemnification hereunder is sought), and including
reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a)
any misrepresentation or breach of any representation or warranty made by the
Company in the Transaction Documents or any other certificate or document
contemplated hereby or thereby, (b) any breach of any covenant, agreement or
obligation of the Company contained in the Transaction Documents or any other
certificate or document contemplated hereby or thereby. Notwithstanding the
foregoing, Indemnified Liabilities shall not include any liability of any


                                       17
<PAGE>

Indemnitee arising out of such Indemnitee's negligence. To the extent that the
foregoing undertaking by the Company may be unenforceable for any reason, the
Company shall make the maximum contribution to the payment and satisfaction of
each of the Indemnified Liabilities which is permissible under applicable law.
Except as otherwise set forth herein, the mechanics and procedures with respect
to the rights and obligations under this Article XII shall be the same as those
set forth in Section 6 (other than Section 6(b)) of the Registration Rights
Agreement, as amended, including, without limitation, those procedures with
respect to the settlement of claims and Company's right to assume the defense of
claims.

                                  ARTICLE XIII

                          Governing Law; Miscellaneous
                          ----------------------------

        Section 13.1    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. EACH PARTY HEREBY IRREVOCABLY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN
ORANGE COUNTY, CALIFORNIA, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED
HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT,
ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT
IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS
IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND
CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY
MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS FOR SUCH NOTICES TO IT UNDER
THIS AGREEMENT BY CERTIFIED OR REGISTERED MAIL (RETURN RECEIPT REQUESTED) AND
AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS
AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY
ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. IF ANY PROVISION OF
THIS AGREEMENT SHALL BE INVALID OR UNENFORCEABLE IN ANY JURISDICTION, SUCH
INVALIDITY OR UNENFORCEABILITY SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY
OF THE REMAINDER OF THIS AGREEMENT IN THAT JURISDICTION OR THE VALIDITY OR
ENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT IN ANY OTHER JURISDICTION.
EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY.

        Section 13.2    Counterparts. This Agreement may be executed in two or
more identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party; provided that a facsimile signature
shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original, not
a facsimile signature.

        Section 13.3    Headings. The headings of this Agreement are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement.


                                       18
<PAGE>

        Section 13.4    Severability. If any provision of this Agreement shall
be invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction.

        Section 13.5    Costs and Expenses. All actual reasonable out-of-pocket
costs and expenses the Noteholders incur with respect to this Agreement and the
transactions contemplated by this Agreement shall be paid by the Company to the
Noteholders at the Closing up to an aggregate maximum of $10,000.00.

        Section 13.6    Entire Agreement; Amendments; Waivers.

                (a)     This Agreement supersedes all other prior oral or
written agreements between the Noteholders, the Company, their affiliates and
persons acting on their behalf with respect to the matters discussed herein, and
this Agreement and the instruments referenced herein (including the other
Transaction Documents) contain the entire understanding of the parties with
respect to the matters covered herein and therein and, except as specifically
set forth herein or therein, neither the Company nor the Noteholders makes any
representation, warranty, covenant or undertaking with respect to such matters.
No provision of this Agreement may be amended other than by an instrument in
writing signed by the Company and the Noteholders, and no provision hereof may
be waived other than by an instrument in writing signed by the party against
whom enforcement is sought.

                (b)     The Noteholders may at any time elect, by notice to the
Company, to waive (whether permanently or temporarily, and subject to such
conditions, if any, as the Noteholders may specify in such notice) any of its
rights under any of the Transaction Documents to acquire shares of Common Stock
from the Company, in which event such waiver shall be binding against the
Noteholders in accordance with its terms; provided, however, that the voluntary
waiver contemplated by this sentence may not reduce the Noteholders' obligations
to the Company under the Transaction Documents.

        Section 13.7    Notices. Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this
Agreement must be in writing, must be delivered by (i) courier, mail or hand
delivery or (ii) facsimile, and will be deemed to have been delivered upon
receipt. The addresses and facsimile numbers for such communications shall be:

         If to the Company:

                           Liquidmetal Technologies, Inc.
                           25800 Commercentre Dr., Suite 100
                           Lake Forest, California  92630
                           Telephone:  (949) 206-8002
                           Fax:  (949) 206-8008
                           Attention:  John Kang, Chairman


                                       19
<PAGE>

         With a copy to:

                           Foley & Lardner LLP
                           100 North Tampa Street, Suite 2700
                           Tampa, Florida  33602
                           Telephone:  (813) 229-2300
                           Facsimile:  (813) 221-4210
                           Attention:  Curt P. Creely

         If to the Transfer Agent:

                           American Stock Transfer & Trust Company
                           59 Maiden Lane
                           Plaza Level
                           New York, New York  10039
                           Telephone:  (718) 921-8124
                           Facsimile:  (718) 236-2641
                           Attention:  Joe Wolf


         If to the Noteholders, to the addresses listed on Schedule I hereto:



         With a copy to:

                           Horizon Law Group
                           Dabong Tower Bldg., 890-12 Daechi-dong
                           Kangnam-gu, Seoul, Korea
                           Telephone:  822-3430-4321
                           Facsimile:   822-3430-4200
                           Attention:  Byoung-Ki Lee, Esq.

                Each party shall provide five (5) days prior written notice to
the other party of any change in address, telephone number or facsimile number.
Written confirmation of receipt (A) given by the recipient of such notice,
consent, waiver or other communication, (B) mechanically or electronically
generated by the sender's facsimile machine containing the time, date, recipient
facsimile number and an image of the first page of such transmission or (C)
provided by a nationally recognized overnight delivery service, shall be
rebuttable evidence of personal service, receipt by facsimile or receipt from a
nationally recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.

        Section 13.8    Successors and Assigns. Except as otherwise provided
herein, this Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns, including any Permitted
Assignee (as defined below). The Noteholders may assign some or all of their
rights hereunder to any assignee of the Exchange Notes or the Common Shares (in
each case, a "Permitted Assignee"); provided, however, that any such assignment
shall not release such Noteholder from its obligations hereunder unless such
obligations are assumed by such assignee and the Company has consented to such
assignment and assumption.


                                       20
<PAGE>

        Section 13.9    No Third Party Beneficiaries. This Agreement is intended
for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other person.

        Section 13.10   Survival. The representations, warranties and agreements
of the Company and the Noteholders contained in the Agreement shall survive as
long as the Company is obligated to maintain the effectiveness of the
registration statement and keep a current prospectus thereunder.

        Section 13.11   Further Assurances. Each party shall do and perform, or
cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

        Section 13.12   No Strict Construction. The language used in this
Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against
any party.

        Section 13.13   Remedies. The Noteholders and each Permitted Assignee
shall have all rights and remedies set forth in this Agreement and the
Registration Rights Agreement and all rights and remedies which such holders
have been granted at any time under any other agreement or contract and all of
the rights which such holders have under any law. Any person having any rights
under any provision of this Agreement or the Registration Rights Agreement shall
be entitled to enforce such rights specifically (without posting a bond or other
security), to recover damages by reason of any breach of any provision of this
Agreement or the Registration Rights Agreement and to exercise all other rights
granted by law. The Noteholders and each Permitted Assignee without prejudice
may withdraw, revoke or suspend its pursuit of any remedy at any time prior to
its complete recovery as a result of such remedy.

        Section 13.14   Payment Set Aside. To the extent that the Company makes
a payment or payments to the Noteholders hereunder or under the Registration
Rights Agreement or the Noteholders enforces or exercises their rights hereunder
or thereunder, and such payment or payments or the proceeds of such enforcement
or exercise or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside, recovered from, disgorged by or are
required to be refunded, repaid or otherwise restored to the Company, a trustee,
receiver or any other person under any law (including, without limitation, any
bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof
originally intended to be satisfied shall be revived and continued in full force
and effect as if such payment had not been made or such enforcement or setoff
had not occurred.

        Section 13.15   Days. Unless the context refers to "business days" or
"Trading Days", all references herein to "days" shall mean calendar days.

        Section 13.16   Placement Agent. Each of the Noteholders and the Company
acknowledges and warrants that it has not engaged any placement agent in
connection with the sale of the Exchange Notes, and the Company and the
Noteholders shall indemnify and hold the other harmless against any liability,


                                       21
<PAGE>

loss, or expense (including without limitation, reasonable attorneys' fees and
out-of-pocket expenses) arising from any breach of said warranty.

                     *** Signatures on following page(s) ***









                                       22
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Securities
Purchase Agreement to be duly executed as of the date and year first above
written.


COMPANY:


LIQUIDMETAL TECHNOLOGIES, INC.

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






Signatures of Noteholders on following page(s)






                                       23
<PAGE>

                           COUNTERPART SIGNATURE PAGE
                           TO NOTE EXCHANGE AGREEMENT
                              DATED JULY 29, 2004,
                      AMONG LIQUIDMETAL TECHNOLOGIES, INC.
                    AND THE "NOTEHOLDERS" IDENTIFIED THEREIN

The undersigned hereby executes and delivers the Note Exchange Agreement to
which this Signature Page is attached, which, together with all counterparts of
the Note Exchange Agreement and Signature Pages of the Company and other
"Noteholders" under the Note Exchange Agreement, shall constitute one and the
same document in accordance with the terms of the Note Exchange Agreement.


 WINVEST VENTURE PARTNERS, INC.
/s/ Chang Ki Cho
Chang Ki Cho
President and CEO






                                       24
<PAGE>



List of Exhibits
-----------------

EXHIBIT A     Form of 3-Year Note
EXHIBIT B     Form of 1-Year Note









                                       25
<PAGE>







                                    EXHIBIT A

                               Form of 3-Year Note




<PAGE>

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A
PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR
CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL AMOUNT
REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT AND ACCRUED
INTEREST SET FORTH BELOW.


                    6% SENIOR SECURED NOTE DUE JULY 29, 2007
                    ----------------------------------------

                                       OF
                                       --

                         LIQUIDMETAL TECHNOLOGIES, INC.
                         ------------------------------

                     (Long-Term Note; Korea-based investors)
                     ---------------------------------------

Note No.:  B-___                      Original Principal Amount: $______________
Original Issuance Date:   July 29, 2004                  Lake Forest, California


         THIS NOTE (this "Note") is one of a duly authorized issue of Notes
issued by LIQUIDMETAL TECHNOLOGIES, INC., a corporation duly organized and
existing under the laws of the State of Delaware (the  "Company"), designated as
the Company's 6% Senior Secured Long Term Note Due July 29, 2007 ("Maturity
Date") in an aggregate principal amount equal to ______________ U.S. Dollars
(U.S. $__________) (the "Notes").

         FOR VALUE RECEIVED, the Company hereby promises to pay to the order of
___________, or its registered assigns or successors-in-interest ("Holder") the
principal sum of _________________________________ (U.S. $__________) together
with all accrued but unpaid interest thereon, if any, on the Maturity Date, to
the extent such principal amount and interest has not been converted into the
Company's Common Stock, $0.001 par value per share (the "Common Stock"), in
accordance with the terms hereof. Interest on the unpaid principal balance
hereof shall accrue at the rate of 6% per annum from the original date of
issuance, July 29, 2004 (the "Issuance Date"), until the same becomes due and
payable on the Maturity Date, or such earlier date upon acceleration or by
conversion or redemption in accordance with the terms hereof or of the other
Transaction Documents. Interest on this Note shall accrue daily commencing on
the Issuance Date and shall be computed on the basis of a 360-day year, 30-day
months and actual days elapsed and shall be payable in accordance with Section 1
hereof. Notwithstanding anything contained herein, this Note shall bear interest
on the due and unpaid Principal Amount from and after the occurrence and during
the continuance of an Event of Default pursuant to Section 4(a), at the rate
(the "Default Rate") equal to the lower of ten percent (10%) per annum or the
highest rate permitted by law. Unless otherwise agreed or required by applicable


                                       1
<PAGE>

law, payments will be applied first to any unpaid collection costs, then to
unpaid interest and fees and any remaining amount to principal.

         Except as otherwise provided herein, all payments of principal and
interest on this Note shall be made in lawful money of the United States of
America by wire transfer of immediately available funds to such account as the
Holder may from time to time designate by written notice in accordance with the
provisions of this Note. This Note may not be prepaid in whole or in part except
as otherwise provided herein or in the Transaction Documents. Whenever any
amount expressed to be due by the terms of this Note is due on any day which is
not a Business Day (as defined below), the same shall instead be due on the next
succeeding day which is a Business Day.

         Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Note Exchange Agreement dated on or about the Issuance
Date pursuant to which the Note was originally issued (the "Exchange
Agreement"). Any references herein to the "Registration Rights Agreement" and
"Security Agreement" shall refer to such agreements as amended by the Exchange
Agreement. For purposes hereof the following terms shall have the meanings
ascribed to them below:

         "Business Day" shall mean any day other than a Saturday, Sunday or a
day on which commercial banks in the City of New York are authorized or required
by law or executive order to remain closed.

          "Conversion Price" shall be $1.00 (U.S.) per share (which Conversion
Price shall be subject to adjustment as set forth herein).

         "Convertible Securities" means any convertible securities, warrants,
options or other rights to subscribe for or to purchase or exchange for, shares
of Common Stock.

         "Debt" shall mean indebtedness of any kind.

         "Effective Date" means the date on which a Registration Statement
covering all the Underlying Shares and other Registrable Securities (as defined
in the Registration Rights Agreement) is declared effective by the SEC.

         "Effective Registration" shall have the meaning set forth in the
Exchange Agreement.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Market Price" shall equal the average closing price of the Common
Stock on the Principal Market for the five (5) Trading Days immediately
preceding the date on which such Market Price is being determined.

         "Per Share Selling Price" shall include the amount actually paid by
third parties for each share of Common Stock in a sale or issuance by the
Company. A sale of shares of Common Stock shall include the sale or issuance of
rights, options, warrants or convertible, exchangeable or exercisable
securities, issued or sold on or subsequent to the Closing Date, under which the
Company is or may become obligated to issue shares of Common Stock, and in such
circumstances the Per Share Selling Price of the Common Stock covered thereby
shall also include the exercise, exchange or conversion price thereof (in
addition to the consideration received by the Company upon such sale or issuance


                                       2
<PAGE>

less the fee amount as provided above). If shares are issued for a consideration
other than cash, the Per Share Selling Price shall be the fair value of such
consideration as determined in good faith by the board of directors of the
Company.

         "Principal Amount" shall refer to the sum of (i) the original principal
amount of this Note, (ii) all accrued but unpaid interest hereunder, and (iii)
any default payments owing under the Transaction Documents but not previously
paid or added to the Principal Amount.

         "Principal Market" shall mean the principal market, exchange, or
quotation service on which the Common Stock is then listed or quoted for
trading.

         "Registration Statement" shall have the meaning set forth in the
Registration Rights Agreement.

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "Trading Day" shall mean a day on which there is trading on the
Principal Market.

         "Underlying Shares" means the shares of Common Stock into which this
Note is convertible (including repayment in Common Stock as set forth herein) in
accordance with the terms hereof and the Exchange Agreement.

         The following terms and conditions shall apply to this Note:

Section 1.        Payments of Principal and Interest.

(a) Interest Payments. The Company shall pay all accrued but unpaid interest on
the Principal Amount of this Note (the "Quarterly Amount"), on the first
business day of each consecutive calendar quarter (each an "Interest Payment
Date") beginning on October 1, 2004. The Quarterly Amount shall be paid in cash.

(b) Payment of Principal. Subject to the provisions hereof, including, without
limitation, the right to obtain prepayment of the Principal Amount provided
herein, the Principal Amount of this Note shall be due and payable on the
Maturity Date. Notwithstanding anything to the contrary contained herein, the
Holder shall have the right, exercisable by written notice to the Company
delivered at any time during the period commencing ninety (90) days prior to the
second anniversary of the Issuance Date and ending on the date immediately
before the Maturity Date, to have all or a part of the Principal Amount redeemed
by the Company within ninety (90) days after receipt of written notice from the
Holder. Payment of the Principal Amount shall be effected in cash.

(c) Taxes. Company may withhold and pay over to the relevant authorities any
appropriate tax or other legally required withholdings from any interest payment
to be made to the Holder to the extent that such withholding is required by the
Internal Revenue Code or any other applicable law, rule, or regulation. If
Holder believes that such payments may qualify for one of the exceptions from
withholding under the Internal Revenue Code, or for a reduced withholding rate


                                       3
<PAGE>

under the U.S./Korean tax treaty, then the Holder shall submit, 30 days prior to
the first interest payment, properly executed certification (e.g. Form W-8) to
the Company showing that it is exempt from withholding responsibilities. If
Holder provides such certification to the Company, and it is later determined
that that certification was inaccurate and the Company should have withheld tax,
the Holder agrees to indemnify the Company for all related tax, penalties, and
interest.

(d) Redemption Right. This Note will be redeemable at the option of the Holder
if, on the date that is 180 calendar days of the Original Issuance Date of this
Note, the Company is either (i) not then current in the filing of its periodic
reports with the U.S. Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, or (ii) not listed, traded, or quoted on an
Approved Market (the "Redemption Right"). The redemption price of this Note
under this Redemption Right will be equal to the principal amount of this Note
plus all accrued and unpaid interest thereon. Holder's election to exercise this
Redemption Right must be made in writing (a "Notice of Exercise") within seven
(7) days after the date which is 180 calendar days from the Original Issuance
Date of this Note, and the Company will effect such redemption and pay the
redemption price within 30 days of the delivery to the Company of the Notice of
Exercise, although the Company shall not be required to pay the redemption price
unless and until the Holder tenders to the Company the originally executed
version of this Note. In the event that the Redemption Right is properly
exercised for this Note, this Note shall be deemed to have accrued interest at a
rate equal to 14% per annum since the Original Issuance Date (in lieu of and
notwithstanding the interest rate otherwise specified herein), provided that any
additional interest above the rate otherwise specified herein and payable by
reason of the operation of this paragraph shall not be due and payable until the
date on which this Note is actually required to be redeemed by the Company. In
the event that Holder elects to exercise the Redemption Right, then the payment
by the Company of the redemption price in accordance with this paragraph shall
constitute the sole and exclusive remedy of Holder with respect to any breach or
Event of Default under this Note, the Exchange Agreement, and the Original
Transaction Documents, and by electing to exercise the Redemption Right, Holder
irrevocably waives any and all provisions.

Section 2. Seniority. The obligations of the Company hereunder shall rank senior
to all other Debt of the Company, whether now or hereinafter existing, except to
the existing debt facility with Kookmin Bank and except as otherwise provided in
Section 3.13 of the Exchange Agreement.

Section 3.        Conversion.

(a) Conversion by Holder. Subject to the terms hereof and restrictions and
limitations contained herein, the Holder shall have the right, at Holder's
option, at any time and from time to time to convert, in part or in whole, the
outstanding Principal Amount under this Note by delivering to the Company a
fully executed notice of conversion in the form of conversion notice attached
hereto as Exhibit A (the "Conversion Notice"), which may be transmitted by
facsimile (with the original mailed on the same date by certified or registered
mail, postage prepaid and return receipt requested) on the date of conversion
(the "Conversion Date"). Notwithstanding anything to the contrary herein, this
Note and the outstanding Principal Amount hereunder shall not be convertible
into Common Stock to the extent that such conversion would result in the Holder
hereof exceeding the limitations contained in, or otherwise violating the
provisions of Section 3(l) below.


                                       4
<PAGE>

(b) [Intentionally omitted]

(c) [Intentionally omitted]

(d) Conversion Date Procedures. Upon conversion of this Note pursuant to this
Section 3, the outstanding Principal Amount hereunder shall be converted into
such number of fully paid, validly issued and non-assessable shares of Common
Stock, free of any liens, claims and encumbrances, as is determined by dividing
the outstanding Principal Amount being converted by the then applicable
Conversion Price. If a conversion under this Note cannot be effected in full for
any reason, the Company shall, upon request by the Holder, promptly pay to the
Holder in cash (but no later than five Trading Days after the Conversion Date)
an amount equal to the greater of (i) such outstanding Principal Amount as has
not been converted and (ii) the Market Price of the Underlying Shares of such
outstanding unconverted Principal Amount as of the Conversion Date that could
have been sold by the Holder pursuant to the Registration Statement on the
Conversion Date.

(e) Stock Certificates or DWAC. The Company will deliver to the Holder not later
than three (3) Trading Days after the Conversion Date, a certificate or
certificates which shall be free of restrictive legends and trading
restrictions(assuming that the Registration Statement has been declared
effective), representing the number of shares of Common Stock being acquired
upon the conversion of this Note. In lieu of delivering physical certificates
representing the shares of Common Stock issuable upon conversion of this Note,
provided the Company's transfer agent is participating in the Depository Trust
Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon
request of the Holder, the Company shall use commercially reasonable efforts to
cause its transfer agent to electronically transmit such shares issuable upon
conversion to the Holder (or its designee), by crediting the account of the
Holder's (or such designee's) prime broker with DTC through its Deposit
Withdrawal Agent Commission system (provided that the same time periods herein
as for stock certificates shall apply).

(f) Conversion Price Adjustments.

(i) Stock Dividends, Splits and Combinations. If the Company or any of its
subsidiaries, at any time while the Note is outstanding (A) shall pay a stock
dividend or otherwise make a distribution or distributions on any equity
securities (including instruments or securities convertible into or exchangeable
for such equity securities but excluding any stockholder rights granted pursuant
to a poison pill) in shares of Common Stock, (B) subdivide outstanding Common
Stock into a larger number of shares, (C) combine outstanding Common Stock into
a smaller number of shares, or (D) issues new securities by reclassification of
the shares of Common Stock of the Company, then, and in each such case, the
Conversion Price (as defined below) in effect immediately prior to such event or
the record date therefor, whichever is earlier, shall be adjusted so that the
Holder shall be entitled to receive the number of shares of Common Stock or
other securities of the Company which such Holder would have owned or have been
entitled to receive after the occurrence of any of the events described above,
had such Note been surrendered for conversion immediately prior to the
occurrence of such event or record date therefore, whichever is earlier. Any
adjustment made pursuant to this Section 3(f) shall become effective (x) in the
case of any such dividend or distribution, immediately after the close of
business on the record date for the determination of holders of shares of Common
Stock entitled to receive such dividend or distribution, or (y) in the case of


                                       5
<PAGE>

such subdivision, reclassification or combination, at the close of business on
the day upon which such corporate action becomes effective.

(ii) Distributions. If the Company or any of its subsidiaries, at any time while
the Note is outstanding, shall distribute to all holders of Common Stock
evidences of its indebtedness or assets or cash or rights or warrants to
subscribe for or purchase any security of the Company or any of its subsidiaries
(excluding those referred to in Section 3(f)(i) above), then concurrently with
such distributions to holders of Common Stock, the Company shall distribute to
the Holder of the Note the amount of such indebtedness, assets, cash or rights
or warrants which the Holder of the Note would have received had the Note been
converted into Common Stock at the then applicable the Conversion Price
immediately prior to the record date for such distribution.

(iii) Common Stock Issuances. In the event that the Company or any of its
Subsidiaries on or subsequent to the Closing Date issues or sells any Common
Stock or any Convertible Securities (other than (i) as required under the
Securities Purchase Agreement or the Exchange Agreement or pursuant to exercise
of Convertible Securities, (ii) shares of Common Stock or options to purchase
such shares issued to employees, consultants, officers or directors in
accordance with stock plans approved by the Board of Directors, and shares of
Common Stock issuable under options or warrants that are outstanding as of the
date of the Exchange Agreement, (iii) shares of Common Stock issued pursuant to
a stock dividend, split or other similar transaction, (iv) shares of Common
Stock issued to Growell Metal Co., Ltd. pursuant to the Settlement Agreement,
dated on or about January 10, 2004, between Growell Metal Co., Ltd. and the
Company's South Korean subsidiary, and (v) shares of Common Stock that are
issued in lieu of cash in the payment of interest under these Notes) at an
effective Per Share Selling Price which is less than the Conversion Price in
effect immediately prior to such issue or sale or record date, as applicable,
then the Conversion Price shall be reduced effective concurrently with such
issuance or sale to an amount determined by multiplying the Conversion Price
then in effect by a fraction, (x) the numerator of which shall be the sum of (1)
the number of shares of Common Stock outstanding immediately prior to such
issuance or sale, plus (2) the number of shares of Common Stock which the
aggregate consideration received by the Company for such additional shares would
purchase at such Conversion Price, and (y) the denominator of which shall be the
number of shares of Common Stock of the Company outstanding immediately after
such issuance or sale. For the purposes of the foregoing adjustment, in the case
of any Convertible Securities, the maximum number of shares of Common Stock
issuable upon exercise, exchange or conversion of such Convertible Securities
shall be deemed to be outstanding, provided that no further adjustment shall be
made upon the actual issuance of Common Stock upon exercise, exchange or
conversion of such Convertible Securities.

(iv) Rounding of Adjustments. All calculations under this Section 3 shall be
made to the nearest cent or the nearest 1/100th of a share, as the case may be.

(v) Notice of Adjustments. Whenever the Conversion Price is adjusted pursuant to
this Section 3(f), the Company shall promptly deliver to each holder of the
Note, a notice setting forth the Conversion Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment, provided
that any failure to so provide such notice shall not affect the automatic
adjustment hereunder.


                                       6
<PAGE>

(vi) Fundamental Changes. In case any transaction or event (including, without
limitation, any merger, consolidation, combination, recapitalization, sale of
assets, tender or exchange offer, reclassification, compulsory share exchange or
liquidation) shall occur in which all or substantially all outstanding shares of
Common Stock are converted into or exchanged or acquired for or constitute the
right to receive stock, or other securities, cash, property or assets (each,
"Fundamental Change"), the Holder of this Note outstanding immediately prior to
the occurrence of such Fundamental Change shall have the right upon any
subsequent conversion to receive the kind and amount of stock, other securities,
cash, property or assets that such holder would have received if such share had
been converted immediately prior to such Fundamental Change.

(vii) Notice of Certain Events. If:

                                    A.     the Company shall declare a dividend
                                           (or any other distribution) on its
                                           Common Stock; or

                                    B.     the Company shall declare a special
                                           nonrecurring cash dividend on or a
                                           redemption of its Common Stock; or

                                    C.     the Company shall authorize the
                                           granting to all holders of the Common
                                           Stock rights or warrants to subscribe
                                           for or purchase any shares of capital
                                           stock of any class or of any rights;
                                           or

                                    D.     the approval of any stockholders of
                                           the Company shall be required in
                                           connection with any reclassification
                                           of the Common Stock of the Company,
                                           any consolidation or merger to which
                                           the Company is a party, any sale or
                                           transfer of all or substantially all
                                           of the assets of the Company, of any
                                           compulsory share of exchange whereby
                                           the Common Stock is converted into
                                           other securities, cash or property;
                                           or

                                    E.     the Company shall authorize the
                                           voluntary or involuntary dissolution,
                                           liquidation or winding up of the
                                           affairs of the Company;

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of this Note, and shall cause to be mailed to the
Holder at its last address as it shall appear upon the books of the Company, on
or prior to the date notice to the Company's stockholders generally is given, a
notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution, redemption, rights or warrants, or if a record is
not to be taken, the date as of which the holders of Common Stock of record to
be entitled to such dividend, distributions, redemption, rights or warrants are
to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or
close, and the date as of which it is expected that holders of Common Stock of
record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange.

(g) Reservation and Issuance of Underlying Securities. The Company covenants
that it will at all times reserve and keep available out of its authorized and
unissued Common Stock solely for the purpose of issuance upon conversion of


                                       7
<PAGE>

this Note (including repayments in stock), free from preemptive rights or any
other actual contingent purchase rights of persons other than the holders of
the Note, not less than such number of shares of Common Stock as shall (subject
to any additional requirements of the Company as to reservation of such shares
set forth in the Exchange Agreement) be issuable (taking into account the
adjustments under this Section 3 but without regard to any ownership
limitations contained herein) upon the conversion of this Note hereunder in
Common Stock (including repayments in stock). The Company covenants that all
shares of Common Stock that shall be so issuable shall, upon issue, be duly
authorized, validly issued, fully paid, nonassessable and freely tradeable.

(h) No Fractions. Upon a conversion hereunder the Company shall not be required
to issue stock certificates representing fractions of shares of Common Stock,
but may if otherwise permitted, make a cash payment in respect of any final
fraction of a share based on the closing price of a share of Common Stock at
such time. If the Company elects not, or is unable, to make such cash payment,
the Holder shall be entitled to receive, in lieu of the final fraction of a
share, one whole share of Common Stock.

(i) Charges, Taxes and Expenses. Issuance of certificates for shares of Common
Stock upon the conversion of this Note (including repayment in stock) shall be
made without charge to the holder hereof for any issue or transfer tax or other
incidental expense in respect of the issuance of such certificate, all of which
taxes and expenses shall be paid by the Company, and such certificates shall be
issued in the name of the Holder or in such name or names as may be directed by
the Holder; provided, however, that in the event certificates for shares of
Common Stock are to be issued in a name other than the name of the Holder, this
Note when surrendered for conversion shall be accompanied by an assignment
form; and provided further, that the Company shall not be required to pay any
tax or taxes which may be payable in respect of any such transfer.

(j) Cancellation. After all of the Principal Amount (including accrued but
unpaid interest and default payments at any time owed on this Note) have been
paid in full or converted into Common Stock, this Note shall automatically be
deemed canceled and the Holder shall promptly surrender the Note to the Company
at the Company's principal executive offices.

(k) Notices Procedures. Any and all notices or other communications or
deliveries to be provided by the Holder hereunder, including, without
limitation, any Conversion Notice, shall be in writing and delivered
personally, by confirmed facsimile, or by a nationally recognized overnight
courier service to the Company at the facsimile telephone number or address of
the principal place of business of the Company as set forth in the Exchange
Agreement. Any and all notices or other communications or deliveries to be
provided by the Company hereunder shall be in writing and delivered personally,
by facsimile, or by a nationally recognized overnight courier service addressed
to the Holder at the facsimile telephone number or address of the Holder
appearing on the books of the Company, or if no such facsimile telephone number
or address appears, at the principal place of business of the Holder. Any
notice or other communication or deliveries hereunder shall be deemed delivered
(i) upon receipt, when delivered personally, (ii) when sent by facsimile, upon
receipt if received on a Business Day prior to 5:00 p.m. (Eastern Time), or on
the first Business Day following such receipt if received on a Business Day
after 5:00 p.m. (Eastern Time) or (iii) upon receipt, when deposited with a
nationally recognized overnight courier service.


                                       8
<PAGE>

(l) Overall Limit on Common Stock Issuable. Notwithstanding anything contained
herein to the contrary, the number of shares of Common Stock issuable by the
Company and acquirable by the Holders of the Notes, together with the number of
shares issuable pursuant to the Old Middlebury Notes or New Middlebury Notes,
the warrants issued in connection with the Old Middlebury Notes, and the
warrants granted to Middlebury Capital LLC as placement agent for the Old
Middlebury Notes, shall not exceed 19.9% of the number of shares of Common
Stock outstanding on the Closing Date, subject to appropriate adjustment for
stock splits, stock dividends, or other similar recapitalizations affecting the
Common Stock (the "Maximum Common Stock Issuance"), unless the issuance of
shares hereunder in excess of the Maximum Common Stock Issuance shall first be
approved by the Company's shareholders in accordance with applicable law and
the By-laws and Certificate of Incorporation of the Company (a "20% Approval").
If at any point in time and from time to time written notice from the Holders
of the Note to the Company (each a "Trigger Date") the number of Common Shares
issued pursuant to conversion of the Note would exceed the Maximum Common Stock
Issuance but for this Section 3(l), then the Company shall, at the Company's
election, either (A) promptly call a stockholders meeting to obtain a
stockholder vote on the issuance of Common Shares hereunder in excess of the
Maximum Common Stock Issuance, or (B) purchase from the Holder the Principal
Amount of the Note which cannot be converted or exercised due to such Maximum
Common Stock Issuance limitation ("Shortfall") at a redemption price equal to
the greater of (i) such Principal Amount of such Shortfall and (ii) the Market
Price as of the Trigger Date of the Underlying Shares of such Shortfall that
could have been sold by the Holder pursuant to the Registration Statement,
which redemption price shall be paid within three (3) Trading Days after a
Trigger Date if this clause (B) is elected (although for purposes of
clarification, if clause (A) is elected by the Company and the Company's
stockholders do not approve the proposal, the Company will not be required to
comply with clause (B)). The Company may make such election at any time within
thirty (30) days following the Trigger Date by giving written notice to the
Holder of the Note, in which case the Company shall purchase the Shortfall at
the price stated above within three (3) Trading Days of delivery of said
notice.

(m) Mandatory Conversion.

(i) If at any time after the Issuance Date, the closing per share price of the
Common Stock exceeds $4.00 (as such price may be proportionally adjusted for
stock splits, reverse splits, stock dividends and recapitalizations) for 30
consecutive Trading Days (the "Pricing Event"), and further provided that there
has been Effective Registration for at least such 30 Trading Day period and
including the Mandatory Conversion Date (as defined below) the Company shall
have the option, exercisable by delivering an irrevocable notice to the Holder
(the "Mandatory Conversion Notice") to provide that the Note shall be converted
at the Conversion Price on a date (the "Mandatory Conversion Date") at least 30
but no more than 60 days from the date of the Mandatory Conversion Notice. The
foregoing shall not affect the right of the Holder to convert this Note
pursuant to Section 3(a) above at all times up to and including the Mandatory
Conversion Date.

(ii) Notwithstanding the preceding subsection (m)(i), the Holder of the Note
shall not be obligated to convert this Note on a Mandatory Conversion Date
unless and until each of the following conditions has been satisfied at all
times from the date of the Mandatory Conversion Notice up to and including the
Mandatory Conversion Date:


                                       9
<PAGE>

(A) There is Effective Registration;

(B) No Event of Default has occurred and is continuing; and

(C) The Holder has received unlegended certificates representing Common Shares
(as defined in the Exchange Agreement) with respect to all conversions for
which Conversion Notices have been given.

(iii) In the event that the number of shares of Common Stock that would be
issued to the Holder would result in the Holder exceeding the limitation set
fort in Section 3(l) above, then the Company shall issue to the Holder upon
conversion of the Holder's Note, only the number of shares as would not cause
the Holder to exceed such amount and with respect to the balance of the Note,
an amount in cash equal to the greater of (i) the Principal Amount of such
balance of the Note and (ii) the Market Price of the Underlying Shares of such
balance of the Note as of the date of the Mandatory Conversion Date.

(iv) Such forced conversion shall be subject to and governed by all the
provisions relating to voluntary conversion of the Note contained herein.




                                       10
<PAGE>

Section 4.   Defaults and Remedies.

(a) Events of Default. An "Event of Default" is: (i) a default in payment of the
Principal Amount, when due, or failure to pay any accrued but unpaid interest
thereon of the Note within five (5) days the date such interest payment is due
(to the extent such principal and/or amount has not been converted into Common
Stock in accordance with the terms hereof); (ii) a default in the timely
issuance of Underlying Shares upon and in accordance with the terms hereof
(where for purposes of this Note, the term "timely" shall mean within ten (10)
days following the Conversion Date); (iii) failure by the Company for thirty
(30) days after written notice has been received by the Company to comply with
any other material provision of the Note, the Exchange Agreement the Security
Agreement or the Registration Rights Agreement, (iv) a material breach by the
Company of its representations or warranties in the Exchange Agreement or the
Registration Rights Agreement that remains uncured for thirty (30) business days
after notice to the Company; (vi) any event or condition shall occur which (x)
results in the acceleration of the maturity of any material long-term debt
(other than the Note) of the Company or any of its Subsidiaries, or (y) enables
(or, with the giving of notice or lapse of time or both, would enable) the
holder of such material long-term debt or any or person acting on behalf of such
holder's behalf to accelerate the maturity thereof, or (vii) if the Company or
any of its Subsidiaries is subject to any Bankruptcy Event (as defined in the
Exchange Agreement).

(b) Remedies. If an Event of Default occurs and is continuing with respect to
the Note, the Holder may declare all of the then outstanding Principal Amount of
this Note, including any interest due thereon, to be due and payable
immediately. The Company shall pay interest on such amount in cash at the
Default Rate to the Holder if such amount is not paid within two (2) days of
Holder's request. The remedies under this Note shall be cumulative.

Section 5.        General.

(a) Payment of Expenses. The Company agrees to pay all reasonable charges and
expenses, including attorneys' fees and expenses, which may be incurred by the
Holder in successfully enforcing this Note and/or collecting any amount due
under this Note.

(b) Savings Clause. In case any provision of this Note is held by a court of
competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible,
so that it is enforceable to the maximum extent possible, and the validity and
enforceability of the remaining provisions of this Note will not in any way be
affected or impaired thereby. In no event shall the amount of interest paid
hereunder exceed the maximum rate of interest on the unpaid principal balance
hereof allowable by applicable law. If any sum is collected in excess of the
applicable maximum rate, the excess collected shall be applied to reduce the
principal debt. If the interest actually collected hereunder is still in excess
of the applicable maximum rate, the interest rate shall be reduced so as not to
exceed the maximum allowable under law.

(c) Amendment. Neither this Note nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the
Company and the Holder.

(d) Assignment, Etc. The Holder may assign or transfer this Note to any
transferee. The Holder shall notify the Company of any such assignment or
transfer promptly.


                                       11
<PAGE>

This Note shall be binding upon the Company and its successors and shall inure
to the benefit of the Holder and its successors and permitted assigns.

(e) No Waiver. No failure on the part of the Holder to exercise, and no delay in
exercising any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by the Holder of any right,
remedy or power hereunder preclude any other or future exercise of any other
right, remedy or power. Each and every right, remedy or power hereby granted to
the Holder or allowed it by law or other agreement shall be cumulative and not
exclusive of any other, and may be exercised by the Holder from time to time.

(f) Governing Law; Jurisdiction.

(i) Governing Law. THIS NOTE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ANY CONFLICTS OF LAWS
PROVISIONS THEREOF THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF
ANY OTHER JURISDICTION.

(ii) Jurisdiction. The Company irrevocably submits to the jurisdiction of any
State or Federal Court sitting in the State of California, County of Orange,
over any suit, action, or proceeding arising out of or relating to this Note.
The Company irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such suit, action, or proceeding brought in such a court and any claim that
suit, action, or proceeding has been brought in an inconvenient forum.

                               The Company agrees that the service of process
upon it mailed by certified or registered mail, postage prepaid and return
receipt requested (and service so made shall be deemed complete three days after
the same has been posted as aforesaid) or by personal service shall be deemed in
every respect effective service of process upon it in any such suit or
proceeding. Nothing herein shall affect Holder's right to serve process in any
other manner permitted by law. The Company agrees that a final non-appealable
judgment in any such suit or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on such judgment or in any other lawful manner.

(iii) No Jury Trial. The COMPANY hereBY knowingly and voluntarily waives any and
all rights it may have to a trial by jury with respect to any litigation based
on, or arising out of, under, or in connection with, this Note.

(g) Replacement Notes. This Note may be exchanged by Holder at any time and from
time to time for a Note or Notes with different denominations representing an
equal aggregate outstanding Principal Amount, as reasonably requested by Holder,
upon surrendering the same. No service charge will be made for such registration
or exchange. In the event that Holder notifies the Company that this Note has
been lost, stolen or destroyed, a replacement Note identical in all respects to
the original Note (except for registration number and Principal Amount, if
different than that shown on the original Note), shall be issued to the Holder,
provided that the Holder executes and delivers to the Company an agreement
reasonably satisfactory to the Company to indemnify the Company from any loss
incurred by it in connection with the Note.


                                       12
<PAGE>

                   IN WITNESS WHEREOF, the Company has caused this Note to be
duly executed on July 29, 2004.



                                        LIQUIDMETAL TECHNOLOGIES, Inc.


                                        By:_____________________________________
                                               John Kang, President and Chief
                                                 Executive Officer




Attest:
------



Sign:______________________________________
        Print Name:





                                       13
<PAGE>

                                    EXHIBIT A
                            FORM OF CONVERSION NOTICE
                            -------------------------


(To be Executed by the Holder
in order to Convert a Note)
The undersigned hereby elects to convert the aggregate outstanding Principal
Amount (as defined in the Note) indicated below of this Note into shares of
Common Stock, $0.001 par value per share (the "Common Stock"), of LIQUIDMETAL
TECHNOLOGIES, Inc. (the "Company") according to the conditions hereof, as of the
date written below. If shares are to be issued in the name of a person other
than the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto and is delivering herewith such certificates and opinions as
reasonably requested by the Company in accordance therewith. No fee will be
charged to the holder for any conversion, except for such transfer taxes, if
any.
Conversion information:
                                ________________________________________________
                                Date to Effect Conversion

                                ________________________________________________
                                Aggregate Principal Amount of Note Being
                                Converted

                                ________________________________________________
                                Number of shares of Common Stock to be Issued

                                ________________________________________________
                                Applicable Conversion Price

                                ________________________________________________
                                Signature

                                ________________________________________________
                                Name

                                ________________________________________________
                                Address



<PAGE>



                                    EXHIBIT B

                               Form of 1-Year Note




<PAGE>

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A
PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR
CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL AMOUNT
REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT AND ACCRUED
INTEREST SET FORTH BELOW.


                    10% SENIOR SECURED NOTE DUE JULY_29, 2005
                    -----------------------------------------

                                       OF
                                       --

                         LIQUIDMETAL TECHNOLOGIES, INC.
                         ------------------------------

                    (Short-term Note; Korea-based investors)
                    ----------------------------------------


Note No.:  D-___                      Original Principal Amount: $______________
Original Issuance Date:   July 29, 2004                  Lake Forest, California


         THIS NOTE (this "Note") is one of a duly authorized issue of Notes
issued by LIQUIDMETAL TECHNOLOGIES, INC., a corporation duly organized and
existing under the laws of the State of Delaware (the "Company"), designated as
the Company's 10% Senior Secured Short Term Note Due July 29, 2005 ("Maturity
Date") in an aggregate principal amount equal to ______________ U.S. Dollars
(U.S. $__________) (the "Notes").

         FOR VALUE RECEIVED, the Company hereby promises to pay to the order of
___________, or its registered assigns or successors-in-interest ("Holder") the
principal sum of _________________________________ (U.S. $__________) together
with all accrued but unpaid interest thereon, if any, on the Maturity Date, to
the extent such principal amount and interest has not been converted into the
Company's Common Stock, $0.001 par value per share (the "Common Stock"), in
accordance with the terms hereof. Interest on the unpaid principal balance
hereof shall accrue at the rate of 10% per annum from the original date of
issuance, July 29, 2004 (the "Issuance Date"), until the same becomes due and
payable on the Maturity Date, or such earlier date upon acceleration or by
conversion or redemption in accordance with the terms hereof or of the other
Transaction Documents. Interest on this Note shall accrue daily commencing on
the Issuance Date and shall be computed on the basis of a 360-day year, 30-day
months and actual days elapsed and shall be payable in accordance with Section 1
hereof. Notwithstanding anything contained herein, this Note shall bear interest
on the due and unpaid Principal Amount from and after the occurrence and during
the continuance of an Event of Default pursuant to Section 4(a), at the rate
(the "Default Rate") equal to the lower of ten percent (10%) per annum or the
highest rate permitted by law. Unless otherwise agreed or required by applicable


                                       1
<PAGE>

law, payments will be applied first to any unpaid collection costs, then to
unpaid interest and fees and any remaining amount to principal.

         Except as otherwise provided herein, all payments of principal and
interest on this Note shall be made in lawful money of the United States of
America by wire transfer of immediately available funds to such account as the
Holder may from time to time designate by written notice in accordance with the
provisions of this Note. This Note may not be prepaid in whole or in part except
as otherwise provided herein or in the Transaction Documents. Whenever any
amount expressed to be due by the terms of this Note is due on any day which is
not a Business Day (as defined below), the same shall instead be due on the next
succeeding day which is a Business Day.

         Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Note Exchange Agreement dated on or about the Issuance
Date pursuant to which the Note was originally issued (the "Exchange
Agreement"). Any references herein to the "Registration Rights Agreement" and
"Security Agreement" shall refer to such agreements as amended by the Exchange
Agreement. For purposes hereof the following terms shall have the meanings
ascribed to them below:

         "Business Day" shall mean any day other than a Saturday, Sunday or a
day on which commercial banks in the City of New York are authorized or required
by law or executive order to remain closed.

          "Conversion Price" shall be $2.00 (U.S.) per share (which Conversion
Price shall be subject to adjustment as set forth herein).

         "Convertible Securities" means any convertible securities, warrants,
options or other rights to subscribe for or to purchase or exchange for, shares
of Common Stock.

         "Debt" shall mean indebtedness of any kind.

         "Effective Date" means the date on which a Registration Statement
covering all the Underlying Shares and other Registrable Securities (as defined
in the Registration Rights Agreement) is declared effective by the SEC.

         "Effective Registration" shall have the meaning set forth in the
Exchange Agreement.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Market Price" shall equal the average closing price of the Common
Stock on the Principal Market for the five (5) Trading Days immediately
preceding the date on which such Market Price is being determined.

         "Per Share Selling Price" shall include the amount actually paid by
third parties for each share of Common Stock in a sale or issuance by the
Company. A sale of shares of Common Stock shall include the sale or issuance of
rights, options, warrants or convertible, exchangeable or exercisable
securities, issued or sold on or subsequent to the Closing Date, under which the
Company is or may become obligated to issue shares of Common Stock, and in such
circumstances the Per Share Selling Price of the Common Stock covered thereby
shall also include the exercise, exchange or conversion price thereof (in
addition to the consideration received by the Company upon such sale or issuance


                                       2
<PAGE>

less the fee amount as provided above). If shares are issued for a consideration
other than cash, the Per Share Selling Price shall be the fair value of such
consideration as determined in good faith by the board of directors of the
Company.

         "Principal Amount" shall refer to the sum of (i) the original principal
amount of this Note, (ii) all accrued but unpaid interest hereunder, and (iii)
any default payments owing under the Transaction Documents but not previously
paid or added to the Principal Amount.

         "Principal Market" shall mean the market, exchange, or quotation
service on which the Common Stock is then listed or quoted for trading.

         "Registration Statement" shall have the meaning set forth in the
Registration Rights Agreement.

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "Trading Day" shall mean a day on which there is trading on the
Principal Market.

         "Underlying Shares" means the shares of Common Stock into which this
Note is convertible (including repayment in Common Stock as set forth herein) in
accordance with the terms hereof and the Exchange Agreement.

         The following terms and conditions shall apply to this Note:

Section 1.        Payments of Principal and Interest.

(a) Interest Payments. The Company shall pay all accrued but unpaid interest on
the Principal Amount of this Note (the "Quarterly Amount"), on the first
business day of each consecutive calendar quarter (each an "Interest Payment
Date") beginning on October 1, 2004. The Quarterly Amount shall be paid in cash.

(b) Payment of Principal. Subject to the provisions hereof, including, without
limitation, the right to obtain prepayment of the Principal Amount provided
herein, the Principal Amount of this Note shall be due and payable on the
Maturity Date. Payment of the Principal Amount shall be effected in cash.

(c) Taxes. Company may withhold and pay over to the relevant authorities any
appropriate tax or other legally required withholdings from any interest payment
to be made to the Holder to the extent that such withholding is required by the
Internal Revenue Code or any other applicable law, rule, or regulation. If
Holder believes that such payments may qualify for one of the exceptions from
withholding under the Internal Revenue Code, or for a reduced withholding rate
under the U.S./Korean tax treaty, then the Holder shall submit, 30 days prior to
the first interest payment, properly executed certification (e.g. Form W-8) to
the Company showing that it is exempt from withholding responsibilities. If
Holder provides such certification to the Company, and it is later determined
that that certification was inaccurate and the Company should have withheld tax,


                                       3
<PAGE>

the Holder agrees to indemnify the Company for all related tax, penalties, and
interest.

(d) Redemption Right. This Note will be redeemable at the option of the Holder
if, on the date that is 180 calendar days of the Original Issuance Date of this
Note, the Company is either (i) not then current in the filing of its periodic
reports with the U.S. Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, or (ii) not listed, traded, or quoted on an
Approved Market (the "Redemption Right"). The redemption price of this Note
under this Redemption Right will be equal to the principal amount of this Note
plus all accrued and unpaid interest thereon. Holder's election to exercise this
Redemption Right must be made in writing (a "Notice of Exercise") within seven
(7) days after the date which is 180 calendar days from the Original Issuance
Date of this Note, and the Company will effect such redemption and pay the
redemption price within 30 days of the delivery to the Company of the Notice of
Exercise, although the Company shall not be required to pay the redemption price
unless and until the Holder tenders to the Company the originally executed
version of this Note. In the event that the Redemption Right is properly
exercised for this Note, this Note shall be deemed to have accrued interest at a
rate equal to 14% per annum since the Original Issuance Date (in lieu of and
notwithstanding the interest rate otherwise specified herein), provided that any
additional interest above the rate otherwise specified herein and payable by
reason of the operation of this paragraph shall not be due and payable until the
date on which this Note is actually required to be redeemed by the Company. In
the event that Holder elects to exercise the Redemption Right, then the payment
by the Company of the redemption price in accordance with this paragraph shall
constitute the sole and exclusive remedy of Holder with respect to any breach or
Event of Default under this Note, the Exchange Agreement, and the Original
Transaction Documents, and by electing to exercise the Redemption Right, Holder
irrevocably waives any and all provisions.

Section 2. Seniority. The obligations of the Company hereunder shall rank senior
to all other Debt of the Company, whether now or hereinafter existing, except to
the existing debt facility with Kookmin Bank and except as otherwise provided in
Section 3.13 of the Exchange Agreement.

Section 3.        Conversion.

(a) Conversion by Holder. Subject to the terms hereof and restrictions and
limitations contained herein, the Holder shall have the right, at Holder's
option, at any time and from time to time to convert, in part or in whole, the
outstanding Principal Amount under this Note by delivering to the Company a
fully executed notice of conversion in the form of conversion notice attached
hereto as Exhibit A (the "Conversion Notice"), which may be transmitted by
facsimile (with the original mailed on the same date by certified or registered
mail, postage prepaid and return receipt requested) on the date of conversion
(the "Conversion Date"). Notwithstanding anything to the contrary herein, this
Note and the outstanding Principal Amount hereunder shall not be convertible
into Common Stock to the extent that such conversion would result in the Holder
hereof exceeding the limitations contained in, or otherwise violating the
provisions of Section 3(l) below.

(b) [Intentionally omitted]

(c) [Intentionally omitted]


                                       4
<PAGE>

(d) Conversion Date Procedures. Upon conversion of this Note pursuant to this
Section 3, the outstanding Principal Amount hereunder shall be converted into
such number of fully paid, validly issued and non-assessable shares of Common
Stock, free of any liens, claims and encumbrances, as is determined by dividing
the outstanding Principal Amount being converted by the then applicable
Conversion Price. If a conversion under this Note cannot be effected in full for
any reason, the Company shall, upon request by the Holder, promptly pay to the
Holder in cash (but no later than five Trading Days after the Conversion Date)
an amount equal to the greater of (i) such outstanding Principal Amount as has
not been converted and (ii) the Market Price of the Underlying Shares of such
outstanding unconverted Principal Amount as of the Conversion Date that could
have been sold by the Holder pursuant to the Registration Statement on the
Conversion Date.

(e) Stock Certificates or DWAC. The Company will deliver to the Holder not later
than three (3) Trading Days after the Conversion Date, a certificate or
certificates which shall be free of restrictive legends and trading
restrictions(assuming that the Registration Statement has been declared
effective), representing the number of shares of Common Stock being acquired
upon the conversion of this Note. In lieu of delivering physical certificates
representing the shares of Common Stock issuable upon conversion of this Note,
provided the Company's transfer agent is participating in the Depository Trust
Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon
request of the Holder, the Company shall use commercially reasonable efforts to
cause its transfer agent to electronically transmit such shares issuable upon
conversion to the Holder (or its designee), by crediting the account of the
Holder's (or such designee's) prime broker with DTC through its Deposit
Withdrawal Agent Commission system (provided that the same time periods herein
as for stock certificates shall apply).

(f) Conversion Price Adjustments.

(i) Stock Dividends, Splits and Combinations. If the Company or any of its
subsidiaries, at any time while the Note is outstanding (A) shall pay a stock
dividend or otherwise make a distribution or distributions on any equity
securities (including instruments or securities convertible into or exchangeable
for such equity securities but excluding any stockholder rights granted pursuant
to a poison pill) in shares of Common Stock, (B) subdivide outstanding Common
Stock into a larger number of shares, (C) combine outstanding Common Stock into
a smaller number of shares, or (D) issues new securities by reclassification of
the shares of Common Stock of the Company, then, and in each such case, the
Conversion Price (as defined below) in effect immediately prior to such event or
the record date therefor, whichever is earlier, shall be adjusted so that the
Holder shall be entitled to receive the number of shares of Common Stock or
other securities of the Company which such Holder would have owned or have been
entitled to receive after the occurrence of any of the events described above,
had such Note been surrendered for conversion immediately prior to the
occurrence of such event or record date therefore, whichever is earlier. Any
adjustment made pursuant to this Section 3(f) shall become effective (x) in the
case of any such dividend or distribution, immediately after the close of
business on the record date for the determination of holders of shares of Common
Stock entitled to receive such dividend or distribution, or (y) in the case of
such subdivision, reclassification or combination, at the close of business on
the day upon which such corporate action becomes effective.


                                       5
<PAGE>

(ii) Distributions. If the Company or any of its subsidiaries, at any time while
the Note is outstanding, shall distribute to all holders of Common Stock
evidences of its indebtedness or assets or cash or rights or warrants to
subscribe for or purchase any security of the Company or any of its subsidiaries
(excluding those referred to in Section 3(f)(i) above), then concurrently with
such distributions to holders of Common Stock, the Company shall distribute to
the Holder of the Note the amount of such indebtedness, assets, cash or rights
or warrants which the Holder of the Note would have received had the Note been
converted into Common Stock at the then applicable the Conversion Price
immediately prior to the record date for such distribution.

(iii) Common Stock Issuances. In the event that the Company or any of its
Subsidiaries on or subsequent to the Closing Date issues or sells any Common
Stock or any Convertible Securities (other than (i) as required under the
Securities Purchase Agreement or the Exchange Agreement or pursuant to exercise
of Convertible Securities, (ii) shares of Common Stock or options to purchase
such shares issued to employees, consultants, officers or directors in
accordance with stock plans approved by the Board of Directors, and shares of
Common Stock issuable under options or warrants that are outstanding as of the
date of the Exchange Agreement, (iii) shares of Common Stock issued pursuant to
a stock dividend, split or other similar transaction, and (iv) shares of Common
Stock issued to Growell Metal Co., Ltd. pursuant to the Settlement Agreement,
dated on or about January 10, 2004, between Growell Metal Co., Ltd. and the
Company's South Korean subsidiary) at an effective Per Share Selling Price which
is less than the Conversion Price in effect immediately prior to such issue or
sale or record date, as applicable, then the Conversion Price shall be reduced
effective concurrently with such issuance or sale to an amount determined by
multiplying the Conversion Price then in effect by a fraction, (x) the numerator
of which shall be the sum of (1) the number of shares of Common Stock
outstanding immediately prior to such issuance or sale, plus (2) the number of
shares of Common Stock which the aggregate consideration received by the Company
for such additional shares would purchase at such Conversion Price, and (y) the
denominator of which shall be the number of shares of Common Stock of the
Company outstanding immediately after such issuance or sale. For the purposes of
the foregoing adjustment, in the case of any Convertible Securities, the maximum
number of shares of Common Stock issuable upon exercise, exchange or conversion
of such Convertible Securities shall be deemed to be outstanding, provided that
no further adjustment shall be made upon the actual issuance of Common Stock
upon exercise, exchange or conversion of such Convertible Securities.

(iv) Rounding of Adjustments. All calculations under this Section 3 shall be
made to the nearest cent or the nearest 1/100th of a share, as the case may be.

(v) Notice of Adjustments. Whenever the Conversion Price is adjusted pursuant to
this Section 3(f), the Company shall promptly deliver to each holder of the
Note, a notice setting forth the Conversion Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment, provided
that any failure to so provide such notice shall not affect the automatic
adjustment hereunder.

(vi) Fundamental Changes. In case any transaction or event (including, without
limitation, any merger, consolidation, combination, recapitalization, sale of
assets, tender or exchange offer, reclassification, compulsory share exchange or
liquidation) shall occur in which all or substantially all outstanding shares of
Common Stock are converted into or exchanged or acquired for or constitute the
right to receive stock, or other securities, cash, property or assets (each,


                                       6
<PAGE>

"Fundamental Change"), the Holder of this Note outstanding immediately prior to
the occurrence of such Fundamental Change shall have the right upon any
subsequent conversion to receive the kind and amount of stock, other securities,
cash, property or assets that such holder would have received if such share had
been converted immediately prior to such Fundamental Change.

(vii) Notice of Certain Events. If:

                                    A.     the Company shall declare a dividend
                                           (or any other distribution) on its
                                           Common Stock; or

                                    B.     the Company shall declare a special
                                           nonrecurring cash dividend on or a
                                           redemption of its Common Stock; or

                                    C.     the Company shall authorize the
                                           granting to all holders of the Common
                                           Stock rights or warrants to subscribe
                                           for or purchase any shares of capital
                                           stock of any class or of any rights;
                                           or

                                    D.     the approval of any stockholders of
                                           the Company shall be required in
                                           connection with any reclassification
                                           of the Common Stock of the Company,
                                           any consolidation or merger to which
                                           the Company is a party, any sale or
                                           transfer of all or substantially all
                                           of the assets of the Company, of any
                                           compulsory share of exchange whereby
                                           the Common Stock is converted into
                                           other securities, cash or property;
                                           or

                                    E.     the Company shall authorize the
                                           voluntary or involuntary dissolution,
                                           liquidation or winding up of the
                                           affairs of the Company;

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of this Note, and shall cause to be mailed to the
Holder at its last address as it shall appear upon the books of the Company, on
or prior to the date notice to the Company's stockholders generally is given, a
notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution, redemption, rights or warrants, or if a record is
not to be taken, the date as of which the holders of Common Stock of record to
be entitled to such dividend, distributions, redemption, rights or warrants are
to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or
close, and the date as of which it is expected that holders of Common Stock of
record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange.

(g) Reservation and Issuance of Underlying Securities. The Company covenants
that it will at all times reserve and keep available out of its authorized and
unissued Common Stock solely for the purpose of issuance upon conversion of this
Note (including repayments in stock), free from preemptive rights or any other
actual contingent purchase rights of persons other than the holders of the Note,
not less than such number of shares of Common Stock as shall (subject to any
additional requirements of the Company as to reservation of such shares set
forth in the Exchange Agreement) be issuable (taking into account the


                                       7
<PAGE>

adjustments under this Section 3 but without regard to any ownership limitations
contained herein) upon the conversion of this Note hereunder in Common Stock
(including repayments in stock). The Company covenants that all shares of Common
Stock that shall be so issuable shall, upon issue, be duly authorized, validly
issued, fully paid, nonassessable and freely tradeable.

(h) No Fractions. Upon a conversion hereunder the Company shall not be required
to issue stock certificates representing fractions of shares of Common Stock,
but may if otherwise permitted, make a cash payment in respect of any final
fraction of a share based on the closing price of a share of Common Stock at
such time. If the Company elects not, or is unable, to make such cash payment,
the Holder shall be entitled to receive, in lieu of the final fraction of a
share, one whole share of Common Stock.

(i) Charges, Taxes and Expenses. Issuance of certificates for shares of Common
Stock upon the conversion of this Note (including repayment in stock) shall be
made without charge to the holder hereof for any issue or transfer tax or other
incidental expense in respect of the issuance of such certificate, all of which
taxes and expenses shall be paid by the Company, and such certificates shall be
issued in the name of the Holder or in such name or names as may be directed by
the Holder; provided, however, that in the event certificates for shares of
Common Stock are to be issued in a name other than the name of the Holder, this
Note when surrendered for conversion shall be accompanied by an assignment form;
and provided further, that the Company shall not be required to pay any tax or
taxes which may be payable in respect of any such transfer.

(j) Cancellation. After all of the Principal Amount (including accrued but
unpaid interest and default payments at any time owed on this Note) have been
paid in full or converted into Common Stock, this Note shall automatically be
deemed canceled and the Holder shall promptly surrender the Note to the Company
at the Company's principal executive offices.

(k) Notices Procedures. Any and all notices or other communications or
deliveries to be provided by the Holder hereunder, including, without
limitation, any Conversion Notice, shall be in writing and delivered personally,
by confirmed facsimile, or by a nationally recognized overnight courier service
to the Company at the facsimile telephone number or address of the principal
place of business of the Company as set forth in the Exchange Agreement. Any and
all notices or other communications or deliveries to be provided by the Company
hereunder shall be in writing and delivered personally, by facsimile, or by a
nationally recognized overnight courier service addressed to the Holder at the
facsimile telephone number or address of the Holder appearing on the books of
the Company, or if no such facsimile telephone number or address appears, at the
principal place of business of the Holder. Any notice or other communication or
deliveries hereunder shall be deemed delivered (i) upon receipt, when delivered
personally, (ii) when sent by facsimile, upon receipt if received on a Business
Day prior to 5:00 p.m. (Eastern Time), or on the first Business Day following
such receipt if received on a Business Day after 5:00 p.m. (Eastern Time) or
(iii) upon receipt, when deposited with a nationally recognized overnight
courier service.

(l) verall Limit on Common Stock Issuable. Notwithstanding anything contained
herein to the contrary, the number of shares of Common Stock issuable by the
Company and acquirable by the Holders of the Note, together with the number of
shares issuable pursuant to the Old Middlebury Notes or New Middlebury Notes,
the warrants issued in connection with the Old Middlebury Notes, and the
warrants granted to Middlebury Capital LLC as placement agent for the Old


                                       8
<PAGE>

Middlebury Notes, shall not exceed 19.9% of the number of shares of Common Stock
outstanding on the Closing Date, subject to appropriate adjustment for stock
splits, stock dividends, or other similar recapitalizations affecting the Common
Stock (the "Maximum Common Stock Issuance"), unless the issuance of shares
hereunder in excess of the Maximum Common Stock Issuance shall first be approved
by the Company's shareholders in accordance with applicable law and the By-laws
and Certificate of Incorporation of the Company (a "20% Approval"). If at any
point in time and from time to time written notice from the Holders of the Note
to the Company (each a "Trigger Date") the number of Common Shares issued
pursuant to conversion of the Note would exceed the Maximum Common Stock
Issuance but for this Section 3(l), then the Company shall, at the Company's
election, either (A) promptly call a stockholders meeting to obtain a
stockholder vote on the issuance of Common Shares hereunder in excess of the
Maximum Common Stock Issuance, or (B) purchase from the Holder the Principal
Amount of the Note which cannot be converted or exercised due to such Maximum
Common Stock Issuance limitation ("Shortfall") at a redemption price equal to
the greater of (i) such Principal Amount of such Shortfall and (ii) the Market
Price as of the Trigger Date of the Underlying Shares of such Shortfall that
could have been sold by the Holder pursuant to the Registration Statement, which
redemption price shall be paid within three (3) Trading Days after a Trigger
Date if this clause (B) is elected (although for purposes of clarification, if
clause (A) is elected by the Company and the Company's stockholders do not
approve the proposal, the Company will not be required to comply with clause
(B)). The Company may make such election at any time within thirty (30) days
following the Trigger Date by giving written notice to the Holder of the Note,
in which case the Company shall purchase the Shortfall at the price stated above
within three (3) Trading Days of delivery of said notice.

(m) Mandatory Conversion.

(i) If at any time after the Issuance Date, the closing per share price of the
Common Stock exceeds $4.00 (as such price may be proportionally adjusted for
stock splits, reverse splits, stock dividends and recapitalizations) for 30
consecutive Trading Days (the "Pricing Event"), and further provided that there
has been Effective Registration for at least such 30 Trading Day period and
including the Mandatory Conversion Date (as defined below) the Company shall
have the option, exercisable by delivering an irrevocable notice to the Holder
(the "Mandatory Conversion Notice") to provide that the Note shall be converted
at the Conversion Price on a date (the "Mandatory Conversion Date") at least 30
but no more than 60 days from the date of the Mandatory Conversion Notice. The
foregoing shall not affect the right of the Holder to convert this Note pursuant
to Section 3(a) above at all times up to and including the Mandatory Conversion
Date.

(ii) Notwithstanding the preceding subsection (m)(i), the Holder of the Note
shall not be obligated to convert this Note on a Mandatory Conversion Date
unless and until each of the following conditions has been satisfied at all
times from the date of the Mandatory Conversion Notice up to and including the
Mandatory Conversion Date:

(A) There is Effective Registration;

(B) No Event of Default has occurred and is continuing; and

(C) The Holder has received unlegended certificates representing Common Shares
(as defined in the Exchange Agreement) with respect to all conversions for which
Conversion Notices have been given.


                                       9
<PAGE>

(iii) In the event that the number of shares of Common Stock that would be
issued to the Holder would result in the Holder exceeding the limitation set
fort in Section 3(l) above, then the Company shall issue to the Holder upon
conversion of the Holder's Note, only the number of shares as would not cause
the Holder to exceed such amount and with respect to the balance of the Note, an
amount in cash equal to the greater of (i) the Principal Amount of such balance
of the Note and (ii) the Market Price of the Underlying Shares of such balance
of the Note as of the date of the Mandatory Conversion Date.

(iv) Such forced conversion shall be subject to and governed by all the
provisions relating to voluntary conversion of the Note contained herein.




                                       10
<PAGE>

Section 4.  Defaults and Remedies.

(a) Events of Default. An "Event of Default" is: (i) a default in payment of the
Principal Amount, when due, or failure to pay any accrued but unpaid interest
thereon of the Note within five (5) days the date such interest payment is due
(to the extent such principal and/or amount has not been converted into Common
Stock in accordance with the terms hereof); (ii) a default in the timely
issuance of Underlying Shares upon and in accordance with the terms hereof
(where for purposes of this Note, the term "timely" shall mean within ten (10)
days following the Conversion Date); (iii) failure by the Company for thirty
(30) days after written notice has been received by the Company to comply with
any other material provision of the Note, the Exchange Agreement the Security
Agreement or the Registration Rights Agreement, (iv) a material breach by the
Company of its representations or warranties in the Exchange Agreement or the
Registration Rights Agreement that remains uncured for thirty (30) business days
after notice to the Company; (vi) any event or condition shall occur which (x)
results in the acceleration of the maturity of any material long-term debt
(other than the Note) of the Company or any of its Subsidiaries, or (y) enables
(or, with the giving of notice or lapse of time or both, would enable) the
holder of such material long-term debt or any or person acting on behalf of such
holder's behalf to accelerate the maturity thereof, or (vii) if the Company or
any of its Subsidiaries is subject to any Bankruptcy Event (as defined in the
Exchange Agreement).

(b) Remedies. If an Event of Default occurs and is continuing with respect to
the Note, the Holder may declare all of the then outstanding Principal Amount of
this Note, including any interest due thereon, to be due and payable
immediately. The Company shall pay interest on such amount in cash at the
Default Rate to the Holder if such amount is not paid within two (2) days of
Holder's request. The remedies under this Note shall be cumulative.

Section 5.        General.

(a) Payment of Expenses. The Company agrees to pay all reasonable charges and
expenses, including attorneys' fees and expenses, which may be incurred by the
Holder in successfully enforcing this Note and/or collecting any amount due
under this Note.

(b) Savings Clause. In case any provision of this Note is held by a court of
competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible,
so that it is enforceable to the maximum extent possible, and the validity and
enforceability of the remaining provisions of this Note will not in any way be
affected or impaired thereby. In no event shall the amount of interest paid
hereunder exceed the maximum rate of interest on the unpaid principal balance
hereof allowable by applicable law. If any sum is collected in excess of the
applicable maximum rate, the excess collected shall be applied to reduce the
principal debt. If the interest actually collected hereunder is still in excess
of the applicable maximum rate, the interest rate shall be reduced so as not to
exceed the maximum allowable under law.

(c) Amendment. Neither this Note nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the
Company and the Holder.

(d) Assignment, Etc. The Holder may assign or transfer this Note to any
transferee. The Holder shall notify the Company of any such assignment or
transfer promptly. This Note shall be binding upon the Company and its


                                       11
<PAGE>

successors and shall inure to the benefit of the Holder and its successors and
permitted assigns.

(e) No Waiver. No failure on the part of the Holder to exercise, and no delay in
exercising any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by the Holder of any right,
remedy or power hereunder preclude any other or future exercise of any other
right, remedy or power. Each and every right, remedy or power hereby granted to
the Holder or allowed it by law or other agreement shall be cumulative and not
exclusive of any other, and may be exercised by the Holder from time to time.

(f) Governing Law; Jurisdiction.

(i) Governing Law. THIS NOTE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ANY CONFLICTS OF LAWS
PROVISIONS THEREOF THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF
ANY OTHER JURISDICTION.

(ii) Jurisdiction. The Company irrevocably submits to the jurisdiction of any
State or Federal Court sitting in the State of California, County of Orange over
any suit, action, or proceeding arising out of or relating to this Note. The
Company irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such suit, action, or proceeding brought in such a court and any claim that
suit, action, or proceeding has been brought in an inconvenient forum.

                               The Company agrees that the service of process
upon it mailed by certified or registered mail, postage prepaid and return
receipt requested (and service so made shall be deemed complete three days after
the same has been posted as aforesaid) or by personal service shall be deemed in
every respect effective service of process upon it in any such suit or
proceeding. Nothing herein shall affect Holder's right to serve process in any
other manner permitted by law. The Company agrees that a final non-appealable
judgment in any such suit or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on such judgment or in any other lawful manner.

(iii) No Jury Trial. The COMPANY hereBY knowingly and voluntarily waives any and
all rights it may have to a trial by jury with respect to any litigation based
on, or arising out of, under, or in connection with, this Note.

(g) Replacement Notes. This Note may be exchanged by Holder at any time and from
time to time for a Note or Notes with different denominations representing an
equal aggregate outstanding Principal Amount, as reasonably requested by Holder,
upon surrendering the same. No service charge will be made for such registration
or exchange. In the event that Holder notifies the Company that this Note has
been lost, stolen or destroyed, a replacement Note identical in all respects to
the original Note (except for registration number and Principal Amount, if
different than that shown on the original Note), shall be issued to the Holder,
provided that the Holder executes and delivers to the Company an agreement
reasonably satisfactory to the Company to indemnify the Company from any loss
incurred by it in connection with the Note.


                                       12
<PAGE>

                   IN WITNESS WHEREOF, the Company has caused this Note to be
duly executed on July 29, 2004.



                                        LIQUIDMETAL TECHNOLOGIES, Inc.


                                        By:_____________________________________
                                              John Kang, President and Chief
                                                Executive Officer




Attest:
------



Sign:
     --------------------------------------
        Print Name:




                                       13
<PAGE>

                                    EXHIBIT A
                                    ---------
                            FORM OF CONVERSION NOTICE


(To be Executed by the Holder
in order to Convert a Note)
The undersigned hereby elects to convert the aggregate outstanding Principal
Amount (as defined in the Note) indicated below of this Note into shares of
Common Stock, $0.001 par value per share (the "Common Stock"), of LIQUIDMETAL
TECHNOLOGIES, Inc. (the "Company") according to the conditions hereof, as of the
date written below. If shares are to be issued in the name of a person other
than the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto and is delivering herewith such certificates and opinions as
reasonably requested by the Company in accordance therewith. No fee will be
charged to the holder for any conversion, except for such transfer taxes, if
any.
Conversion information:
                                ________________________________________________
                                Date to Effect Conversion

                                ________________________________________________
                                Aggregate Principal Amount of Note Being
                                Converted

                                ________________________________________________
                                Number of shares of Common Stock to be Issued

                                ________________________________________________
                                Applicable Conversion Price

                                ________________________________________________
                                           Signature

                                ________________________________________________
                                           Name

                                ________________________________________________
                                           Address



<PAGE>



<TABLE>
                                                                 SCHEDULE I
                                                                 ----------


<CAPTION>
    Noteholder                    Address                     Principal Amount of    Principal Amount of     Principal Amount of
    ----------                    -------                       Original Note            3-Year Note              1-Year Note
                                                                -------------            -----------              -----------

<S>                      <C>                                  <C>                     <C>                      <C>
Winvest Venture          Cambridge B/D 2F, 1461-15            $500,000.00 (U.S.)      $250,000.00 (U.S.)       $250,000.00 (U.S.)
Partners Inc.            Seochodong, Seochogu,
                         Seoul Korea 137-720
                         Telephone:  82-2-525-2129
                         Facsimile:  82-2-525-2130
                         Attention:  Mr. Chang-Ki, Cho
</TABLE>



</TEXT>
</DOCUMENT>
