**Exhibit 10.58**

 

**LIQUIDMETALTECHNOLOGIES, INC.**

**25800Commercentre Dr., Suite 100**

**Lake Forest, California 92630**

 

November 3, 2004

 

Mr. John Kang

Liquidmetal Technologies

 

| Re:    |   | Liability Under Section 16(b) of |
|--------|--------|--------------------------------------------|
|   |   | Securities Exchange Act of 1934            |

 

Dear Mr. Kang:

 

As youknow, the Board of Directors of Liquidmetal Technologies, Inc. (the “Company”)has determined that you are liable to the Company in amount of $301,944.73 (the“Disgorgement Amount”) under Section 16(b) of the Securities ExchangeAct of 1934, as amended, as a result of certain transactions by you in theCompany’s common stock during the period February 2002 through November 2002.  By signing this letter agreement below, youhereby acknowledge and agree to this liability, and you agree that you will paythe Disgorgement Amount to the Company as follows:

 

1.                                       Beginningon the last day of January, 2005 and continuing on the last day of each monththereafter through and including November, 2006, you will make 23 consecutivemonthly payments of $12,581 to the Company.

 

2.                                       Youwill make a final payment of $12,581.73 on the last day of December, 2006.

 

Bysigning this letter below, you agree to comply with the foregoing paymentschedule, provided that you acknowledge that such payment schedule willnot preclude the Board or the Company (in their sole discretion) from demandingthe full unpaid balance of the Disgorgement Amount at any time and for anyreason.  Furthermore, you agree andacknowledge that any amounts owing to you by the Company (for compensation orotherwise) may be at any time set-off against all or any portion of theDisgorgement Amount that remains outstanding at such time, in the Board orCompany’s sole discretion.

 

If youare in agreement with the terms, conditions, and acknowledgements of thisletter agreement, please sign below and return an originally executedcounterpart to the undersigned.  Bysigning below, you acknowledge that you have had an opportunity to consult yourown personal legal counsel regarding the matters herein, and you furtheracknowledge and confirm that Foley & Lardner LLP has acted as theCompany’s legal counsel, and not your personal legal counsel, in connectionwith all matters relating to the determination of your legal liability under Section 16(b),the determination of the disgorgement amount, and the matters set forth herein.

 
|   |   | Sincerely,             |
|--------|--------|------------------------|
|   |   |                   |
|   |   | /s/ Vincent  Addonisio |   |
|   |   |                   |
|   |   | Vincent  Addonisio,    |

 
|   |   |   Lead  Independent Director and Chairman  of the Audit Committee |
|--------|--------|------------------------------------------------------------------------|

 
| Acknowledged and  Agreed as of the |                    |
|------------------------------------|-------------------------|
| 3rd day of November,  2004.        |                    |
|                               |                    |
| Signature:                    | /s/ John Kang           |   |
|                               | John Kang, individually |   |

 

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