Exhibit 10.76


AMENDMENT #2 TO
FACTORING, 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, Suite
100, 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 this
Amendment to amend the Agreement as herein provided.


AGREEMENT:


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


1.             Amendments.


Section
2                Paragraph
2.1(a) (ii) and 2.1(d) of the Agreement are hereby amended as follows:


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


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


Section
4                Paragraph
4.1 of the Agreement is hereby amended as follows:


“4.1         Client will pay Hana interest on the
Daily Balance.  Interest will be
calculated daily at a rate equal to the sum of one half of a whole percent (0.5%) plus the Base Rate (the “Interest
Rate”) and will be paid by Client or charged to Client’s account monthly at the
end of each month.  The Interest Rate
will also be charged to Client on all other obligations, except those
specifying a different rate, from the date incurred through the date paid.  Any publicly announced decrease or increase
in the Base Rate will result in an adjustment to the Interest Rate on the next
business day.  After the occurrence of an
Event of Default and for so long as such Event of Default continues, all the
Obligations will, at Hana’s option, bear interest at a rate per annum equal to
five percent (5.0%) plus the Interest Rate. 
Interest will be calculated on the basis of a 360-day year for the
actual number of days elapsed.  In no
event will the total amount of interest received by Hana exceed the maximum
rate permitted by applicable law and in the event excess interest is determined
by a court of competent jurisdiction to have been paid by Client to Hana, such
excess interest will be applied as a credit against the outstanding Obligations
and Client will not have any action against Hana for any damages arising out of
the payment or collection of such excess interest.”


 











 


Section
10              Paragraph
10.1 of the Agreement is hereby amended as follows:


“10.1       This Agreement will continue in full
force and effect for one (1) year
from February 1, 2007 and shall renew for one (1) year terms thereafter unless
either party hereto gives the other party not less than sixty (60) days prior
Written Notice prior to the end of the initial or any renewal term of their
intention to terminate this Agreement as of the end of such term.”


2.             Interpretation.      All
initial capitalized terms not herein defined shall have the meaning ascribed to
such terms in the Agreement.


3.             Continuing
Effectiveness.  Except
to the extent specifically herein amended, the Agreement shall continue
unmodified and in full force and effect. 
In the event of any conflict between the provisions of the Agreement and
the provisions of this Amendment, the provisions of this Amendment shall
control.


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
first written above.


	
  HANA FINANCIAL, INC.

  	
   

  	
  LIQUIDMETAL TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Ken Lee

  	
   

  	
  /s/ Larry Buffington

  
	
  Ken Lee

  	
   

  	
  Larry Buffington

  
	
  Vice President

  	
   

  	
  Chief Executive Officer