**EXHIBIT
      10.20**  **PROMISSORY
        NOTE**
 
 **July
        23, 2005**
 
 **Jersey
                  City, New Jersey**
              **$
                  300,000**
 
 **FOR
        VALUE RECEIVED** ,
        the
        undersigned, **DND
        TECHNOLOGIES, INC.** ,
        a
        Nevada corporation (the “ Company ”),
        promises to pay **CORNELL
        CAPITAL PARTNERS, LP** (the
“ Lender ”),
        the
        principal sum of **Three
        Hundred Thousand U.S. Dollars and 00/100 ($300,000)** (the
        “ Principal
        Amount ”)
        and
        interest at the annual rate of twelve percent (12%) on the unpaid balance
        pursuant to the following terms:
 
 **1.** **Principal
        and Interest** **.** The
        face
        amount of this Promissory Note (this “ Note ”)
        plus
        twelve percent (12%) interest shall be payable to the Lender in fourteen
        (14)
        equal weekly installments of an aggregate of **Twenty
        Thousand Dollars ($20,000.00)** and
        one
        (1) installment in an aggregate **Thirty-Four
        Thousand One Hundred Ninety-Nine Dollars and Sixteen Cents ($34,199.16)** as
        outlined in the Payment
        Schedule attached
        hereto, the first of which shall be due on the earlier of the first Friday
        after
        such date as the Company’s Registration Statement on Form SB-2 to be filed with
        the United States Securities and Exchange Commission (the “ SEC ”)
        on the
        date hereof (the “ Registration
        Statement ”)
        is
        declared effective (the “ Effective
        Date ”)
        by the
        SEC, or ninety (90) days from the date hereof (October 21, 2005) and shall
        be
        payable in full no later than fifteen (15) weeks from October 21, 2005, or
        January 27, 2006. The Payment Schedule attached hereto is based upon repayment
        of this Note commencing on October 21, 2005, in the event the weekly
        installments begin the first Friday after such date as the Company’s
        Registration Statement is declared effective, the final installment reflected
        on
        the Payment Schedule shall be amended to reflect the balance of principal
        and
        interest calculated accordingly. For purposes of clarification, and without
        limiting the preceding sentence, the repayment of this Note is in no manner
        contingent on the Registration Statement being declared effective by the
        SEC.
 
 If
        this
        Note is not paid in full when due, the outstanding principal owed hereunder
        shall be due and payable in full together with interest thereon at the rate
        of
        twenty-four percent (24%) per annum or the highest permitted by applicable
        law,
        if lower.
 
 **2.** **Right
        of Prepayment** .
        Notwithstanding the payment(s) pursuant to Section 1, the Company at its
        option
        shall have the right to prepay, with three (3) business days advance written
        notice, a portion or all outstanding principal plus outstanding Interest
        of this
        Note.
 
 **3.** **Fees** . The
        Lender shall be entitled to a cash fee equal to ten percent (10%) of the
        gross
        amount of this Note as well as a structuring fee of Seven Thousand Five Hundred
        Dollars ($7,500).
 
 **4.** **Waiver
        and Consent** .
        To the
        fullest extent permitted by law and except as otherwise provided herein,
        the
        Company waives demand, presentment, protest, notice of dishonor, suit against
        or
        joinder of any other person, and all other requirements necessary to charge
        or
        hold the Company liable with respect to this Note.
  -1-
  **5.** **Costs,
        Indemnities and Expenses** .
        In the
        event of default as described herein, the Company agrees to pay all reasonable
        fees and costs incurred by the Lender in collecting or securing or attempting
        to
        collect or secure this Note, including reasonable attorneys’ fees and expenses,
        whether or not involving litigation, collecting upon any judgments and/or
        appellate or bankruptcy proceedings. The Company agrees to pay any documentary
        stamp taxes, intangible taxes or other taxes which may now or hereafter apply
        to
        this Note or any payment made in respect of this Note, and the Company agrees
        to
        indemnify and hold the Lender harmless from and against any liability, costs,
        attorneys’ fees, penalties, interest or expenses relating to any such taxes, as
        and when the same may be incurred.
 
 **6.** **Event
        of Default** .
        An
“ Event
        of Default ”
        shall
        be deemed to have occurred upon the occurrence of any of the following: (i)
        the
        Company should fail for any reason or for no reason to make any payment of
        the
        interest or principal pursuant to this Note within ten (10) days of the date
        due
        as prescribed herein; (ii) the Company shall fail to observe or perform any
        other covenant, agreement or warranty contained in, or otherwise commit any
        material breach or default of any material provision of this Note or any
        of the
        Transaction Documents (as defined herein), which is not cured within ten
        (10)
        days notice of the default; (iii) the Company or any subsidiary of
        the
        Company shall commence, or there shall be commenced against the Company or
        any
        subsidiary of the Company under any applicable bankruptcy or insolvency laws
        as
        now or hereafter in effect or any successor thereto, or the Company or any
        subsidiary of the Company commences any other proceeding under any
        reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
        insolvency or liquidation or similar law of any jurisdiction whether now
        or
        hereafter in effect relating to the Company or any subsidiary of the Company
        or
        there is commenced against the Company or any subsidiary of the Company any
        such
        bankruptcy, insolvency or other proceeding which remains undismissed for
        a
        period of 61 days; or the Company or any subsidiary of the Company is
        adjudicated insolvent or bankrupt; or any order of relief or other order
        approving any such case or proceeding is entered; or the Company or any
        subsidiary of the Company suffers any appointment of any custodian, private
        or
        court appointed receiver or the like for it or any substantial part of its
        property which continues undischarged or unstayed for a period of sixty one
        (61)
        days; or the Company or any subsidiary of the Company makes a general assignment
        for the benefit of creditors; or the Company or any subsidiary of the Company
        shall fail to pay, or shall state that it is unable to pay, or shall be unable
        to pay, its debts generally as they become due; or the Company or any subsidiary
        of the Company shall call a meeting of its creditors with a view to arranging
        a
        composition, adjustment or restructuring of its debts; or the Company or
        any
        subsidiary of the Company shall by any act or failure to act expressly indicate
        its consent to, approval of or acquiescence in any of the foregoing; or any
        corporate or other action is taken by the Company or any subsidiary of the
        Company for the purpose of effecting any of the foregoing; (iv) the Common
        Stock
        of the Company shall cease to be quoted for trading or listed for trading
        on the
        National Association of Securities Dealers Inc.’s Over the Counter Bulletin
        Board, Nasdaq SmallCap Market, New York Stock Exchange, American Stock Exchange
        or the Nasdaq National Market (each, a “ Subsequent
        Market ”)
        and
        shall not again be quoted or listed for trading thereon within five (5) Trading
        Days of such delisting; or (v) a breach by the Company of its obligations,
        or an
        event of default, under any of the Transaction Documents, or any other
        agreements entered into between the Company and the Lender which is not cured
        by
        any applicable cure period set forth therein.
  -2-
 
 Upon
        an
        Event of Default (as defined above), the entire principal balance and accrued
        interest outstanding under this Note, and all other obligations of the Company
        under this Note, shall be immediately due and payable without any action
        on the
        part of the Lender, interest shall accrue on the unpaid principal balance
        at
        twenty four percent (24%) or the highest rate permitted by applicable law,
        if
        lower, and the Lender shall be entitled to seek and institute any and all
        remedies available to it.
 
 **7.** **Maximum
        Interest Rate** .
        In no
        event shall any agreed to or actual interest charged, reserved or taken by
        the
        Lender as consideration for this Note exceed the limits imposed by New Jersey
        law. In the event that the interest provisions of this Note shall result
        at any
        time or for any reason in an effective rate of interest that exceeds the
        maximum
        interest rate permitted by applicable law, then without further agreement
        or
        notice the obligation to be fulfilled shall be automatically reduced to such
        limit and all sums received by the Lender in excess of those lawfully
        collectible as interest shall be applied against the principal of this Note
        immediately upon the Lender’s receipt thereof, with the same force and effect as
        though the Company had specifically designated such extra sums to be so applied
        to principal and the Lender had agreed to accept such extra payment(s) as
        a
        premium-free prepayment or prepayments.
 
 **8.** **Cancellation
        of Note** .
        Upon
        the repayment by the Company of all of its obligations hereunder to the Lender,
        including, without limitation, the principal amount of this Note, plus accrued
        but unpaid interest, the indebtedness evidenced hereby shall be deemed canceled
        and paid in full. Except as otherwise required by law or by the provisions
        of
        this Note, payments received by the Lender hereunder shall be applied first
        against expenses and indemnities, next against interest accrued on this Note,
        and next in reduction of the outstanding principal balance of this
        Note.
 
 **9.** **Severability** **.** If any
        provision of this Note is, for any reason, invalid or unenforceable, the
        remaining provisions of this Note will nevertheless be valid and enforceable
        and
        will remain in full force and effect. Any provision of this Note that is
        held
        invalid or unenforceable by a court of competent jurisdiction will be deemed
        modified to the extent necessary to make it valid and enforceable and as
        so
        modified will remain in full force and effect.
 
 **10.** **Amendment
        and Waiver** **.** This
        Note may be amended, or any provision of this Note may be waived, provided
        that
        any such amendment or waiver will be binding on a party hereto only if such
        amendment or waiver is set forth in a writing executed by the parties hereto.
        The waiver by any such party hereto of a breach of any provision of this
        Note
        shall not operate or be construed as a waiver of any other breach.
  -3-
 
 **11.** **Successors** **.** Except
        as otherwise provided herein, this Note shall bind and inure to the benefit
        of
        and be enforceable by the parties hereto and their permitted successors and
        assigns.
 
 **12.** **Assignment** **.** This
        Note shall not be directly or indirectly assignable or delegable by the Company.
        The Lender may assign this Note as long as such assignment complies with
        the
        Securities Act of 1933, as amended.
 
 **13.** **No
        Strict Construction** **.** The
        language used in this Note will be deemed to be the language chosen by the
        parties hereto to express their mutual intent, and no rule of strict
        construction will be applied against any party.
 
 **14.** **Further
        Assurances** **.** Each
        party hereto will execute all documents and take such other actions as the
        other
        party may reasonably request in order to consummate the transactions provided
        for herein and to accomplish the purposes of this Note.
 
 **15.** **Notices,
        Consents, etc.** Any
        notices, consents, waivers or other communications required or permitted
        to be
        given under the terms hereof must be in writing and will be deemed to have
        been
        delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,
        when
        sent by facsimile (provided confirmation of transmission is mechanically
        or
        electronically generated and kept on file by the sending party); or (iii)
        one
        (1) trading day after deposit with a nationally recognized overnight delivery
        service, in each case properly addressed to the party to receive the same.
        The
        addresses and facsimile numbers for such communications shall be:
  If
                  to Company:
              DND
                  Technologies, Inc.375
                  E. Elliott Road, Suite 6Chandler,
                  AZ 85225Attention:Dennis
                  Key
                Chief Financial OfficerTelephone:  
                  (480) 892-7020Facsimile:(480)
                  892-8044With
                  a copy to:
              Kirkpatrick
                  Lockhart Nicholson & Graham201
                  South Biscayne Boulevard - Suite 2000Miami,
                  FL 33131-2399Attention:Clayton
                  E. Parker, Esq.Telephone:(305)
                  539-3300Facsimile:(305)
                  358-7095If
                  to the Lender:
              Cornell
                  Capital Partners, LP101
                  Hudson Street, Suite 3700Jersey
                  City, NJ 07302Attention:    
                  Mark A. AngeloTelephone:  
                  (201) 985-8300Facsimile:     
                  (201)985-8266With
                  a copy to:
              David
                  Gonzalez, Esq.101
                  Hudson Street, Suite 3700Jersey
                  City, NJ 07302Telephone:  
                  (201) 985-8300Facsimile:    
                  (201)985-8266
  -4-
  or
        at
        such other address and/or facsimile number and/or to the attention of such
        other
        person as the recipient party has specified by written notice given to each
        other party three (3) trading days prior to the effectiveness of such change.
        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.
 
 **16.** **Remedies,
        Other Obligations, Breaches and Injunctive Relief** **.** The
        Lender’s remedies provided in this Note shall be cumulative and in addition to
        all other remedies available to the Lender under this Note, at law or in
        equity
        (including a decree of specific performance and/or other injunctive relief),
        no
        remedy of the Lender contained herein shall be deemed a waiver of compliance
        with the provisions giving rise to such remedy and nothing herein shall limit
        the Lender’s right to pursue actual damages for any failure by the Company to
        comply with the terms of this Note. No remedy conferred under this Note upon
        the
        Lender is intended to be exclusive of any other remedy available to the Lender,
        pursuant to the terms of this Note or otherwise. No single or partial exercise
        by the Lender of any right, power or remedy hereunder shall preclude any
        other
        or further exercise thereof. The failure of the Lender to exercise any right
        or
        remedy under this Note or otherwise, or delay in exercising such right or
        remedy, shall not operate as a waiver thereof. Every right and remedy of
        the
        Lender under any document executed in connection with this transaction may
        be
        exercised from time to time and as often as may be deemed expedient by the
        Lender. The Company acknowledges that a breach by it of its obligations
        hereunder will cause irreparable harm to the Lender and that the remedy at
        law
        for any such breach may be inadequate. The Company therefore agrees that,
        in the
        event of any such breach or threatened breach, the Lender shall be entitled,
        in
        addition to all other available remedies, to an injunction restraining any
        breach, and specific performance without the necessity of showing economic
        loss
        and without any bond or other security being required.
 
 **17.**  **Governing
        Law; Jurisdiction** **.** All
        questions concerning the construction, validity, enforcement and interpretation
        of this Agreement shall be governed by the internal laws of the State of
        New
        Jersey, without giving effect to any choice of law or conflict of law provision
        or rule (whether of the State of New Jersey or any other jurisdictions) that
        would cause the application of the laws of any jurisdictions other than the
        State of New Jersey. Each party hereby irrevocably submits to the exclusive
        jurisdiction of the Superior Court of the State of New Jersey sitting in
        Hudson
        County, New Jersey and the United States Federal District Court for the District
        of New Jersey sitting in Newark, New Jersey, for the adjudication of any
        dispute
        hereunder or in connection herewith or therewith, 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 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.
 
 **18.** **No
        Inconsistent Agreements** **.** None of
        the parties hereto will hereafter enter into any agreement, which is
        inconsistent with the rights granted to the parties in this Note.
 
 **19.** **Third
        Parties** **.** Nothing
        herein expressed or implied is intended or shall be construed to confer upon
        or
        give to any person or entity, other than the parties to this Note and their
        respective permitted successor and assigns, any rights or remedies under
        or by
        reason of this Note.
 
 **20.** **Waiver
        of Jury Trial** **.
        AS A MATERIAL INDUCEMENT FOR THE LENDER TO LOAN TO THE COMPANY THE MONIES
        HEREUNDER, THE COMPANY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL
        PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND ALL OF THE
        OTHER
        DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.**
 
 **21.** **Entire
        Agreement** .  This
        Note (including any recitals hereto) set forth the entire understanding of
        the
        parties with respect to the subject matter hereof, and shall not be modified
        or
        affected by any offer, proposal, statement or representation, oral or written,
        made by or for any party in connection with the negotiation of the terms
        hereof,
        and may be modified only by instruments signed by all of the parties
        hereto.
 
 **[REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]**
  -5-
  **IN
        WITNESS WHEREOF** ,
        this
        Promissory Note is executed by the undersigned as of the date
        hereof.
 
 **DND
                TECHNOLOGIES, INC.**By:
              /s/ Dennis
                KeyName:  
                  Dennis Key
                Title:    
                  Chief Financial Officer
 
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