**Exhibit10.37**

 

 

October 31, 2007

 
| To:    |   | Holders  of 8% Unsecured Subordinated Notes |   |
|--------|--------|---------------------------------------------|--------|
|   |   | of  Liquidmetal Technologies, Inc.     |   |

 

This letter is being sent toeach Holder (a “Holder”) of the 8% Unsecured Subordinated Notes (the “OutstandingNotes”) issued by Liquidmetal Technologies, Inc. (the “Company”)between May and December 2006. The purpose of this letter is to provide for, subject to the due dateextension of the Outstanding Note to allow the Company to finalize its currentjoint venture and licensing relationship negotiations, the amendment of yourOutstanding Note and the amendment of the Common Stock Purchase Warrantpreviously granted to you in connection with the Outstanding Note (the “OutstandingWarrant”).  Please return an executedcopy of this letter to the Company to confirm your agreement to the following:

 

(1)  The secondsentence of the first paragraph of your Outstanding Note is hereby amended bydeleting said sentence in its entirety and replacing it with thefollowing:  “All principal and interestunder this Note shall become due and payable on November 30, 2007 (the “**Maturity Date**”).”

 

(2)  With respect toyour Outstanding Warrant and in consideration of the due date extension of yourOutstanding Note as described in the preceding paragraph, the Exercise Price(as defined in the Outstanding Warrant) shall be adjusted to $1.75 per share,which adjustment shall be effective as of the date of this letter, and themaximum number of Warrant Shares (as defined in the Outstanding Warrant) thatmay be purchased upon the exercise of the Outstanding Warrant shall beincreased as of the date of this letter by an amount equal to thirty percent(30%) of the maximum number of Warrant Shares subject to the OutstandingWarrant immediately prior to such increase.

 

(3)  The followinginformation correctly reflects the original issue date of your Outstanding Noteand Outstanding Warrant, the original principal amount of your OutstandingNote, the original number of Warrant Shares included in your Outstanding Warrant,and the number of Warrant Shares that will be subject to your OutstandingWarrant as a result of the upward adjustment described in the precedingparagraph.

 
| **HOLDER’S NAME** | ** ** | **ORIGINAL ISSUE  DATE OF  OUTSTANDING  NOTE AND  WARRANT** | ** ** | **ORIGINAL  PRINCIPAL  AMOUNT OF  OUTSTANDING  NOTE** | ** ** | **ORIGINAL # OF  WARRANT SHARES  SUBJECT TO  OUTSTANDING  WARRANT*** | ** ** | **TOTAL # OF WARRANT  SHARES SUBJECT TO  OUTSTANDING WARRANT  AS A RESULT OF ABOVE-  DESCRIBED ADJUSTMENT** | ** ** |
|-----------------------------|------------|----------------------------------------------------------------------------|------------|------------------------------------------------------------|------------|------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
|                        |       |                                                                       |       |                                                       |       |                                                                                     |       |                                                                                                                                                               |       |
|                        |       |                                                                       |       |                                                       |       |                                                                                     |       |                                                                                                                                                               |       |
|                        |       |                                                                       |       |                                                       |       |                                                                                     |       |                                                                                                                                                               |       |

 

[lettercontinues on next page]

 

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We kindly request that you signand return this letter as soon as possible to the Company.

 

If you have any questionsregarding the matters set forth herein, please do not hesitate to call JohnKang at (949) 635-2100.
|   |                             |
|--------|----------------------------------|
|   | Sincerely,                       |
|   |                             |
|   | /s/ John Kang                    |
|   |                             |
|   | John Kang, Chairman of the Board |
|   |                             |

 
| **AGREED  TO AND ACKNOWLEDGED:** | ** ** |
|----------------------------------|------------|
| ** **                       | ** ** |
| Name  of                         | ** ** |
| Holder:                          |       |   |
| By:                              |       |   |
| Name:                            |       |   |
| Title:                           |       |   |
| Date:                            |       | ,  2007 |   |
|                                  |            |  |  |  |  |

 

 

**Pleasecomplete, sign, and return as soon as possible to:**

 

WonChung, Vice President- Finance

LiquidmetalTechnologies, Inc.

30452 EsperanzaRancho Santa Margarita, California 92688

Fax No.: (949) 635-2108

won.chung@liquidmetal.com

 

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