#### **Exhibit 10.76**

#### **AMENDMENT #2 TOFACTORING, LOAN & SECURITY AGREEMENT**

This Amendment to that certain Factoring, Loan &Security Agreement (“Amendment”) is made as of January 23, 2007 by and between Liquidmetal Technologies,Inc., with its principal place of business at 25800 Commercentre drive, Suite100, Lake forest, CA 92630  (“Client”)and Hana Financial, Inc., located at 1000 Wilshire Blvd., Suite 2000,Los Angeles, CA 90017 (“Hana”), with respect to the following:

RECITALS:

WHEREAS, Client and Hana entered into that certain Factoring,Loan & Security Agreement, dated April 21, 2005 (the “Agreement”); and

WHEREAS, Client and Hana now desire to enter into thisAmendment to amend the Agreement as herein provided.

AGREEMENT:

NOW,THEREFORE, for good and valuable consideration, the receipt and sufficiency arehereby acknowledged, Client and Hana agree to amend the Agreement as follows:

**1.             Amendments.**

Section2                Paragraph2.1(a) (ii) and 2.1(d) of the Agreement are hereby amended as follows:

“2.1(a)(ii)                if the Eligible Account is aNon-Approved Account, Hana may advance to Client up to **eighty percent (80%)** of the Purchase Priceof such Non-Approved Account.”

“2.1(d)    Hana does not intend to make any advances onany Non-Approved Accounts to the extent any such advance would cause theaggregate amount of outstanding advances with respect to Non-Approved Accountsto exceed **one million dollars ($1,000,000.00)**;and Hana does not intend to make any advances on any Accounts to the extent anysuch advance would cause the aggregate amount of outstanding Obligations toexceed **five million dollars ($5,000,000.00)**(the “Credit Limit”).”

Section4                Paragraph4.1 of the Agreement is hereby amended as follows:

“4.1         Client will pay Hana interest on theDaily Balance.  Interest will becalculated daily at a rate equal to the sum of **one half of a whole percent (0.5%)** plus the Base Rate (the “InterestRate”) and will be paid by Client or charged to Client’s account monthly at theend of each month.  The Interest Ratewill also be charged to Client on all other obligations, except thosespecifying a different rate, from the date incurred through the date paid.  Any publicly announced decrease or increasein the Base Rate will result in an adjustment to the Interest Rate on the nextbusiness day.  After the occurrence of anEvent of Default and for so long as such Event of Default continues, all theObligations will, at Hana’s option, bear interest at a rate per annum equal tofive percent (5.0%) plus the Interest Rate. Interest will be calculated on the basis of a 360-day year for theactual number of days elapsed.  In noevent will the total amount of interest received by Hana exceed the maximumrate permitted by applicable law and in the event excess interest is determinedby a court of competent jurisdiction to have been paid by Client to Hana, suchexcess interest will be applied as a credit against the outstanding Obligationsand Client will not have any action against Hana for any damages arising out ofthe payment or collection of such excess interest.”

 

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Section10              Paragraph10.1 of the Agreement is hereby amended as follows:

“10.1       This Agreement will continue in fullforce and effect for **one (1)** yearfrom February 1, 2007 and shall renew for one (1) year terms thereafter unlesseither party hereto gives the other party not less than sixty (60) days priorWritten Notice prior to the end of the initial or any renewal term of theirintention to terminate this Agreement as of the end of such term.”

**2.             Interpretation.**      Allinitial capitalized terms not herein defined shall have the meaning ascribed tosuch terms in the Agreement.

**3.             ContinuingEffectiveness.**  Exceptto the extent specifically herein amended, the Agreement shall continueunmodified and in full force and effect. In the event of any conflict between the provisions of the Agreement andthe provisions of this Amendment, the provisions of this Amendment shallcontrol.

INWITNESS WHEREOF, the parties hereto have executed this Amendment as of the datefirst written above.
| **HANA FINANCIAL, INC.** | ** ** | **LIQUIDMETAL TECHNOLOGIES, INC.** |
|--------------------------|------------|------------------------------------|
| ** **               | ** ** | ** **                         |
| ** **               | ** ** | ** **                         |
| /s/ Ken Lee              |       | /s/ Larry Buffington               |
| Ken Lee                  |       | Larry Buffington                   |
| Vice President           |       | Chief Executive Officer            |

 

 

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