<PAGE>

                                                                   EXHIBIT 10.10

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"). THIS WARRANT SHALL NOT CONSTITUTE AN OFFER
TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES ARE
"RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE
ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

                  PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT

     To Purchase Shares of $0.001 Par Value Common Stock ("Common Stock") of

                         LIQUIDMETAL TECHNOLOGIES, INC.

         THIS CERTIFIES that, for value received, MIDDLEBURY CAPITAL LLC (the
"PURCHASER" or "HOLDER") is entitled, upon the terms and subject to the
conditions hereinafter set forth, at any time on or after the date hereof and on
or prior to 8:00 p.m. New York City Time on the date that is one hundred (100)
calendar days after the first date that a Company registration statement
including the Common Stock underlying this Warrant is declared effective by the
SEC (the "TERMINATION DATE"), but not thereafter, to subscribe for and purchase
from Liquidmetal Technologies, Inc., a Delaware corporation (the "COMPANY"),
161,561 shares of Common Stock (the "WARRANT SHARES") at an Exercise Price equal
to $3.00 per share (as adjusted from time to time pursuant to the terms hereof,
the "EXERCISE PRICE"). The Exercise Price and the number of shares for which the
Warrant is exercisable shall be subject to adjustment as provided herein. This
Warrant is being issued in connection with the Placement Agency Agreement dated
March 1, 2004 (the "PURCHASE AGREEMENT"), entered into between the Company and
the Purchaser. Capitalized terms used herein and not otherwise defined shall
have the meaning ascribed thereto in the Purchase Agreement.

1.       Title of Warrant. Prior to the expiration hereof and subject to
         compliance with applicable laws, this Warrant and all rights hereunder
         are transferable, in whole or in part, at the office or agency of the
         Company by the Holder hereof in person or by duly authorized attorney,
         upon surrender of this Warrant together with (a) the Assignment Form
         annexed hereto properly endorsed, and (b) any other documentation
         reasonably necessary to satisfy the Company that such transfer is in
         compliance with all applicable securities laws. The term "HOLDER" shall
         refer to the Purchaser or any subsequent transferee of this Warrant.

2.       Authorization of Shares. The Company covenants that all shares of
         Common Stock which may be issued upon the exercise of rights
         represented by this Warrant will, upon exercise of the rights
         represented by this Warrant and payment of the Exercise Price as set
         forth herein will be duly authorized, validly issued, fully paid and
         nonassessable and free

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                                                                          Page 2

         from all taxes, liens and charges in respect of the issue thereof
         (other than taxes in respect of any transfer occurring
         contemporaneously with such issue or otherwise specified herein).

3.       Exercise of Warrant.

(a)      (i) The Holder may exercise this Warrant, in whole or in part, at any
         time and from time to time, by delivering (which may be by facsimile)
         to the offices of the Company or any transfer agent for the Common
         Stock this Warrant, together with a Notice of Exercise in the form
         annexed hereto specifying the number of Warrant Shares with respect to
         which this Warrant is being exercised, together with payment in cash to
         the Company of the Exercise Price therefor.

         (ii) by the exchange of this Warrant in whole or in part (with the
         Cashless Exercise subscription form in the form annexed hereto duly
         executed) (a "CASHLESS EXERCISE") at the address of the Company set
         forth herein. Such presentation and exchange shall be deemed a waiver
         of the Holder's obligation to pay the Exercise Price or, in the case of
         a partial exercise of this Warrant, of the portion of the Exercise
         Price that would otherwise be payable in connection with such partial
         exercise. Upon presentment of this Warrant in connection with a
         Cashless Exercise, the number of Warrant Shares subject to this Warrant
         shall be reduced by the number of Warrant Shares specified on the
         Cashless Exercise subscription form, and in exchange for such reduction
         the Holder shall receive the number of Warrant Shares, as the case may
         be, specified on the Cashless Exercise subscription form (up to the
         total number of Warrant Shares which are subject to this Warrant)
         multiplied by a fraction, the numerator of which shall be the
         difference between the then current market price per share of the
         Common Stock and the Exercise Price per share, and the denominator of
         which shall be the then current market price per share of Common Stock.
         For purposes of any computation under this Section 2(a), the then
         current market price shall be the closing price on the trading day
         immediately prior to the execution of the Cashless Exercise
         subscription form by Holder.

         In the event that the Warrant is not exercised in full, the number of
         Warrant Shares shall be reduced by the number of such Warrant Shares
         for which this Warrant is exercised and/or surrendered, and the
         Company, if requested by Holder and at its expense, shall within three
         (3) Trading Days (as defined below) issue and deliver to the Holder a
         new Warrant of like tenor in the name of the Holder or as the Holder
         (upon payment by Holder of any applicable transfer taxes) may request,
         reflecting such adjusted Warrant Shares. Notwithstanding anything to
         the contrary set forth herein, upon exercise of any portion of this
         Warrant in accordance with the terms hereof, the Holder shall not be
         required to physically surrender this Warrant to the Company unless
         such Holder is purchasing the full amount of Warrant Shares represented
         by this Warrant. The Holder and the Company shall maintain records
         showing the number of Warrant Shares so purchased hereunder and the
         dates of such purchases or shall use such other method, reasonably
         satisfactory to the Holder and the Company, so as not to require
         physical surrender of this Warrant upon each such exercise. The Holder
         and any assignee, by

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                                                                          Page 3

         acceptance of this Warrant or a new Warrant, acknowledge and agree
         that, by reason of the provisions of this Section, following exercise
         of any portion of this Warrant, the number of Warrant Shares which may
         be purchased upon exercise of this Warrant may be less than the number
         of Warrant Shares set forth on the face hereof

         Certificates for shares of Common Stock purchased hereunder shall be
         delivered to the Holder hereof within three (3) Trading Days after the
         date on which this Warrant shall have been exercised as aforesaid. The
         Holder may withdraw its Notice of Exercise at any time if the Company
         fails to timely deliver the relevant certificates to the Holder as
         provided in this Agreement. A Notice of Exercise shall be deemed sent
         on the date of delivery if delivered before 8:00 p.m. New York Time on
         such date, or the day following such date if delivered after 8:00 p.m.
         New York Time; provided that the Company is only obligated to deliver
         Warrant Shares against delivery of the Exercise Price from the holder
         hereof and surrender of this Warrant (or appropriate affidavit and/or
         indemnity in lieu thereof).

         In lieu of delivering physical certificates representing the Warrant
         Shares issuable upon conversion of this Warrant, provided the Company's
         transfer agent is participating in the Depository Trust Company ("DTC")
         Fast Automated Securities Transfer ("FAST") program, upon request of
         the Holder, the Company shall use its best efforts to cause its
         transfer agent to electronically transmit the Warrant Shares issuable
         upon exercise to the Holder, by crediting the account of the Holder's
         prime broker with DTC through its Deposit Withdrawal Agent Commission
         ("DWAC") system. The time periods for delivery described above shall
         apply to the electronic transmittals through the DWAC system. The
         Company agrees to coordinate with DTC to accomplish this objective.

(b)      The term "TRADING DAY" means (x) if the Common Stock is not listed on
         the New York or American Stock Exchange but sale prices of the Common
         Stock are reported on Nasdaq National Market or another automated
         quotation system, a day on which trading is reported on the principal
         automated quotation system on which sales of the Common Stock are
         reported, (y) if the Common Stock is listed on the New York Stock
         Exchange or the American Stock Exchange, a day on which there is
         trading on such stock exchange, or (z) if the foregoing provisions are
         inapplicable, a day on which quotations are reported by National
         Quotation Bureau Incorporated.

4.       No Fractional Shares or Scrip. No fractional shares or scrip
         representing fractional shares shall be issued upon the exercise of
         this Warrant. In lieu of issuance of a fractional share upon any
         exercise hereunder, the Company will either round up to nearest whole
         number of shares or pay the cash value of that fractional share, which
         cash value shall be calculated on the basis of the average closing
         price of the Common Stock during the five (5) Trading Days immediately
         preceding the date of exercise.

5.       Charges, Taxes and Expenses. Issuance of certificates for shares of
         Common Stock upon the exercise of this Warrant shall be made without
         charge to the Holder hereof for any issue or transfer tax or other
         incidental expense in respect of the issuance of such certificate, all
         of which taxes and expenses shall be paid by the Company, and such

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                                                                          Page 4

         certificates shall be issued in the name of the Holder of this Warrant
         or in such name or names as may be directed by the Holder of this
         Warrant; provided, however, that in the event certificates for shares
         of Common Stock are to be issued in a name other than the name of the
         Holder of this Warrant, this Warrant when surrendered for exercise
         shall be accompanied by the Assignment Form attached hereto duly
         executed by the Holder hereof; and provided further, that the Company
         shall not be required to pay any tax or taxes which may be payable in
         respect of any transfer involved in the issuance of any Warrant
         certificates or any certificates for the Warrant Shares other than the
         issuance of a Warrant Certificate to the Holder in connection with the
         Holder's surrender of a Warrant Certificate upon the exercise of all or
         less than all of the Warrants evidenced thereby.

6.       Closing of Books. The Company will at no time close its shareholder
         books or records in any manner which interferes with the timely
         exercise of this Warrant.

7.       No Rights as Shareholder until Exercise. Subject to Section 12 of this
         Warrant and the provisions of any other written agreement between the
         Company and the Purchaser, the Purchaser shall not be entitled to vote
         or receive dividends or be deemed the holder of Warrant Shares or any
         other securities of the Company that may at any time be issuable on the
         exercise hereof for any purpose, nor shall anything contained herein be
         construed to confer upon the Purchaser, as such, any of the rights of a
         stockholder of the Company or any right to vote for the election of
         directors or upon any matter submitted to stockholders at any meeting
         thereof, or to give or withhold consent to any corporate action
         (whether upon any recapitalization, issuance of stock, reclassification
         of stock, change of par value, or change of stock to no par value,
         consolidation, merger, conveyance or otherwise) or to receive notice of
         meetings, or to receive dividends or subscription rights or otherwise
         until the Warrant shall have been exercised as provided herein.
         However, at the time of the exercise of this Warrant pursuant to
         Section 3 hereof, the Warrant Shares so purchased hereunder shall be
         deemed to be issued to such Holder as the record owner of such shares
         as of the close of business on the date on which this Warrant shall
         have been exercised.

8.       Assignment and Transfer of Warrant. This Warrant may be assigned by the
         surrender of this Warrant and the Assignment Form annexed hereto duly
         executed at the office of the Company (or such other office or agency
         of the Company or its transfer agent as the Company may designate by
         notice in writing to the registered Holder hereof at the address of
         such Holder appearing on the books of the Company); provided, however,
         that this Warrant may not be resold or otherwise transferred except (i)
         in a transaction registered under the Securities Act of 1933, as
         amended (the "ACT"), or (ii) in a transaction pursuant to an exemption,
         if available, from registration under the Act and whereby, if
         reasonably requested by the Company, an opinion of counsel reasonably
         satisfactory to the Company is obtained by the Holder of this Warrant
         to the effect that the transaction is so exempt.

9.       Loss, Theft, Destruction or Mutilation of Warrant; Exchange. The
         Company represents warrants and covenants that (a) upon receipt by the
         Company of evidence and/or indemnity reasonably satisfactory to it of
         the loss, theft, destruction or mutilation of any

<PAGE>

                                                                          Page 5

         Warrant or stock certificate representing the Warrant Shares, and in
         case of loss, theft or destruction, of indemnity reasonably
         satisfactory to it, and (b) upon surrender and cancellation of such
         Warrant or stock certificate, if mutilated, the Company will make and
         deliver a new Warrant or stock certificate of like tenor and dated as
         of such cancellation, in lieu of this Warrant or stock certificate,
         without any charge therefor. This Warrant is exchangeable at any time
         for an equal aggregate number of Warrants of different denominations,
         as requested by the holder surrendering the same, or in such
         denominations as may be requested by the Holder following determination
         of the Exercise Price. No service charge will be made for such
         registration or transfer, exchange or reissuance.

10.      Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
         taking of any action or the expiration of any right required or granted
         herein shall be a Saturday, Sunday or a legal holiday, then such action
         may be taken or such right may be exercised on the next succeeding day
         not a legal holiday.

11.      Effect of Certain Events. If at any time while this Warrant or any
         portion thereof is outstanding and unexpired there shall be a
         transaction (by merger or otherwise) in which more than 50% of the
         voting power of the Company is disposed of (collectively, a "SALE OR
         MERGER TRANSACTION"), the Holder of this Warrant shall have the right
         thereafter to purchase, by exercise of this Warrant and payment of the
         aggregate Exercise Price in effect immediately prior to such action,
         the kind and amount of shares and other securities and property which
         it would have owned or have been entitled to receive after the
         happening of such transaction had this Warrant been exercised
         immediately prior thereto, subject to further adjustment as provided in
         Section 12.

12.      Adjustments of Exercise Price and Number of Warrant Shares.

         The number of and kind of securities purchasable upon exercise of this
         Warrant and the Exercise Price shall be subject to adjustment from time
         to time as set forth in this Section 12.

(a)      Subdivisions, Combinations, Stock Dividends and other Issuances. If the
         Company shall, at any time while this Warrant is outstanding, (A) pay a
         stock dividend or otherwise make a distribution or distributions on any
         equity securities (including instruments or securities convertible into
         or exchangeable for such equity securities) in shares of Common Stock,
         (B) subdivide outstanding shares of Common Stock into a larger number
         of shares, or (C) combine outstanding Common Stock into a smaller
         number of shares, then the Exercise Price shall be multiplied by a
         fraction, the numerator of which shall be the number of shares of
         Common Stock outstanding before such event and the denominator of which
         shall be the number of shares of Common Stock outstanding after such
         event. Any adjustment made pursuant to this Section 12(a) shall become
         effective immediately after the record date for the determination of
         stockholders entitled to receive such dividend or distribution and
         shall become effective immediately after the effective date in the case
         of a subdivision or combination. The number of shares which may be
         purchased hereunder shall be increased proportionately to any reduction
         in Exercise Price

<PAGE>

                                                                          Page 6

         pursuant to this paragraph 12(a), so that after such adjustments the
         aggregate Exercise Price payable hereunder for the increased number of
         shares shall be the same as the aggregate Exercise Price in effect just
         prior to such adjustments.

(b)      Other Distributions. If at any time after the date hereof the Company
         distributes to holders of its Common Stock, other than as part of its
         dissolution, liquidation or the winding up of its affairs, any shares
         of its capital stock, any evidence of indebtedness or any of its assets
         (other than Common Stock), then the number of Warrant Shares for which
         this Warrant is exercisable shall be increased to equal: (i) the number
         of Warrant Shares for which this Warrant is exercisable immediately
         prior to such event, (ii) multiplied by a fraction, (A) the numerator
         of which shall be the Fair Market Value (as defined below) per share of
         Common Stock on the record date for the dividend or distribution, and
         (B) the denominator of which shall be the Fair Market Value price per
         share of Common Stock on the record date for the dividend or
         distribution minus the amount allocable to one share of Common Stock of
         the value (as jointly determined in good faith by the Board of
         Directors of the Company and the Holder) of any and all such evidences
         of indebtedness, shares of capital stock, other securities or property,
         so distributed. For purposes of this Warrant, "FAIR MARKET VALUE" shall
         equal the average closing trading price of the Common Stock on the
         Principal Market (as defined in the Purchase Agreement) for the 5
         Trading Days preceding the date of determination or, if the Common
         Stock is not listed or admitted to trading on any Principal Market, and
         the average price cannot be determined as contemplated above, the Fair
         Market Value of the Common Stock shall be as reasonably determined in
         good faith by the Company's Board of Directors and the Holder. The
         Exercise Price shall be reduced to equal: (i) the Exercise Price in
         effect immediately before the occurrence of any event (ii) multiplied
         by a fraction, (A) the numerator of which is the number of Warrant
         Shares for which this Warrant is exercisable immediately before the
         adjustment, and (B) the denominator of which is the number of Warrant
         Shares for which this Warrant is exercisable immediately after the
         adjustment.

(c)      Merger, etc. If at any time after the date hereof there shall be a
         merger or consolidation of the Company with or into or a transfer of
         all or substantially all of the assets of the Company to another
         entity, then the Holder shall be entitled to receive upon or after such
         transfer, merger or consolidation becoming effective, and upon payment
         of the Exercise Price then in effect, the number of shares or other
         securities or property of the Company or of the successor corporation
         resulting from such merger or consolidation, which would have been
         received by the Holder for the shares of stock subject to this Warrant
         had this Warrant been exercised just prior to such transfer, merger or
         consolidation becoming effective or to the applicable record date
         thereof, as the case may be. The Company will not merge or consolidate
         with or into any other corporation, or sell or otherwise transfer its
         property, assets and business substantially as an entirety to another
         corporation, unless the corporation resulting from such merger or
         consolidation (if not the Company), or such transferee corporation, as
         the case may be, shall expressly assume in writing the due and punctual
         performance and observance of each and every covenant and condition of
         this Warrant to be performed and observed by the Company.
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                                                                          Page 7

(d)      Reclassification, etc. If at any time after the date hereof there shall
         be a reorganization or reclassification of the securities as to which
         purchase rights under this Warrant exist into the same or a different
         number of securities of any other class or classes, then the Holder
         shall thereafter be entitled to receive upon exercise of this Warrant,
         during the period specified herein and upon payment of the Exercise
         Price then in effect, the number of shares or other securities or
         property resulting from such reorganization or reclassification, which
         would have been received by the Holder for the shares of stock subject
         to this Warrant had this Warrant at such time been exercised.

(e)      Exercise Price Adjustment. In the event that on or subsequent to the
         Closing Date, the Company issues or sells any Common Stock, any
         securities which are convertible into or exchangeable for its Common
         Stock or any convertible securities, or any warrants or other rights to
         subscribe for or to purchase or any options for the purchase of its
         Common Stock or any such convertible securities (other than (i) shares
         which are issued pursuant to the Note, (ii) shares of Common Stock or
         options to purchase such shares issued to employees, consultants,
         officers or directors in accordance with stock plans approved by the
         Board of Directors, and shares of Common Stock issuable under options
         or warrants that are outstanding as of the date of the Purchase
         Agreement, (iii) shares of Common Stock issued pursuant to a stock
         dividend, split or other similar transaction, (iv) shares of Common
         Stock issued to Growell Metal Co., Ltd. pursuant to the Settlement
         Agreement, dated on or about January 10, 2004, between Growell Metal
         Co., Ltd. and the Company's South Korean subsidiary, and (v) shares of
         Common Stock that are issued in lieu of cash in the payment of interest
         under the Notes issued pursuant to the Purchase Agreement) at an
         effective price per share which is less than the Exercise Price, then
         the Exercise Price in effect immediately prior to such issue or sale
         shall be reduced effective concurrently with such issue or sale to an
         amount determined by multiplying the Exercise Price then in effect by a
         fraction, (x) the numerator of which shall be the sum of (1) the number
         of shares of Common Stock outstanding immediately prior to such issue
         or sale, plus (2) the number of shares of Common Stock which the
         aggregate consideration received by the Company for such additional
         shares would purchase at the Exercise Price then in effect; and (y) the
         denominator of which shall be the number of shares of Common Stock of
         the Company outstanding immediately after such issue or sale.

         For the purposes of the foregoing adjustments, in the case of the
         issuance of any convertible securities, warrants, options or other
         rights to subscribe for or to purchase or exchange for, shares of
         Common Stock ("CONVERTIBLE SECURITIES"), the maximum number of shares
         of Common Stock issuable upon exercise, exchange or conversion of such
         Convertible Securities shall be deemed to be outstanding, provided that
         no further adjustment shall be made upon the actual issuance of Common
         Stock upon exercise, exchange or conversion of such Convertible
         Securities.

(f)      In the event of any adjustment in the number of Warrant Shares issuable
         hereunder upon exercise, the Exercise Price shall be inversely
         proportionately increased or decreased as the case may be, such that
         aggregate purchase price for Warrant Shares upon full exercise of this
         Warrant shall remain the same. Similarly, in the event of any
         adjustment in the Exercise Price, the number of Warrant Shares issuable
         hereunder upon exercise shall be

<PAGE>

                                                                          Page 8

         inversely proportionately increased or decreased as the case may be,
         such that aggregate purchase price for Warrant Shares upon full
         exercise of this Warrant shall remain the same.

13.      Voluntary Adjustment by the Company. The Company may at its option, at
         any time during the term of this Warrant, reduce but not increase the
         then current Exercise Price to any amount and for any period of time
         deemed appropriate by the Board of Directors of the Company.

14.      Notice of Adjustment. Whenever the number of Warrant Shares or number
         or kind of securities or other property purchasable upon the exercise
         of this Warrant or the Exercise Price is adjusted, the Company shall
         promptly mail to the Holder of this Warrant a notice setting forth the
         number of Warrant Shares (and other securities or property) purchasable
         upon the exercise of this Warrant and the Exercise Price of such
         Warrant Shares after such adjustment and setting forth the computation
         of such adjustment and a brief statement of the facts requiring such
         adjustment.

15.      Authorized Shares. The Company covenants that during the period the
         Warrant is outstanding and exercisable, it will reserve from its
         authorized and unissued Common Stock a sufficient number of shares to
         provide for the issuance of the Warrant Shares upon the exercise of any
         and all purchase rights under this Warrant. The Company further
         covenants that its issuance of this Warrant shall constitute full
         authority to its officers who are charged with the duty of executing
         stock certificates to execute and issue the necessary certificates for
         the Warrant Shares upon the exercise of the purchase rights under this
         Warrant. The Company will take all such reasonable action as may be
         necessary to assure that such Warrant Shares may be issued as provided
         herein without violation of any applicable law, regulation, or rule of
         any applicable market or exchange.

16.      19.9% Limitations.

         Notwithstanding anything contained herein to the contrary, the number
         of shares of Common Stock issuable by the Company and acquirable by the
         Holder of this Warrant, together with the number of shares issuable
         pursuant to the Notes, the Michigan Notes, the warrants granted
         pursuant to the Purchase Agreement, and the warrants granted in
         connection with the Michigan Notes, shall not exceed 19.9% of the
         number of shares of Common Stock outstanding on the Closing Date,
         subject to appropriate adjustment for stock splits, stock dividends, or
         other similar recapitalizations affecting the Common Stock (the
         "MAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of shares
         hereunder in excess of the Maximum Common Stock Issuance shall first be
         approved by the Company's shareholders in accordance with applicable
         law and the By-laws and Articles of Incorporation of the Company.

17.      Compliance with Securities Laws. (a) The Holder hereof acknowledges
         that the Warrant Shares acquired upon the exercise of this Warrant, if
         not registered (or if no exemption from registration exists), will have
         restrictions upon resale imposed by state and federal securities laws.
         Each certificate representing the Warrant Shares issued to the Holder

<PAGE>

                                                                          Page 9

         upon exercise (if not registered, for resale or otherwise, or if no
         exemption from registration exists) will bear substantially the
         following legend:

         THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
         COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
         AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE
         DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
         UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
         IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

(b)      Without limiting the Purchaser's right to transfer, assign or otherwise
         convey the Warrant or Warrant Shares in compliance with all applicable
         securities laws, the Holder of this Warrant, by acceptance hereof,
         acknowledges that this Warrant and the Warrant Shares to be issued upon
         exercise hereof are being acquired solely for the Purchaser's own
         account and not as a nominee for any other party, and that the
         Purchaser will not offer, sell or otherwise dispose of this Warrant or
         any Warrant Shares to be issued upon exercise hereof except under
         circumstances that will not result in a violation of applicable federal
         and state securities laws.

18.      Miscellaneous.

(a)      Issue Date; Choice of Law; Venue; Jurisdiction. The provisions of this
         Warrant shall be construed and shall be given effect in all respects as
         if it had been issued and delivered by the Company on the date hereof.
         This Warrant shall be binding upon any successors or assigns of the
         Company. This Warrant will be construed and enforced in accordance with
         and governed by the laws of the State of California, except for matters
         arising under the Act, without reference to principles of conflicts of
         law. Each of the parties consents to the exclusive jurisdiction of the
         Federal and State Courts sitting in the County of New York in the State
         of New York in connection with any dispute arising under this Warrant
         and hereby waives, to the maximum extent permitted by law, any
         objection, including any objection based on forum non conveniens or
         venue, to the bringing of any such proceeding in such jurisdiction.
         EACH PARTY HERETO WAIVES THE RIGHT TO A TRIAL BY JURY.

(b)      Modification and Waiver. This Warrant and any provisions hereof may be
         changed, waived, discharged or terminated only by an instrument in
         writing signed by the party against which enforcement of the same is
         sought. Any amendment effected in accordance with this paragraph shall
         be binding upon the Purchaser, each future holder of this Warrant and
         the Company. No waivers of, or exceptions to, any term, condition or
         provision of this Warrant, in any one or more instances, shall be
         deemed to be, or construed as, a further or continuing waiver of any
         such term, condition or provision.

<PAGE>

                                                                         Page 10

(c)      Notices. Any notice or other communication required or permitted to be
         given hereunder shall be in writing by facsimile, mail or personal
         delivery and shall be effective upon actual receipt of such notice. The
         addresses for such communications shall be to the addresses as shown on
         the books of the Company or to the Company at the address set forth in
         the Purchase Agreement. A party may from time to time change the
         address to which notices to it are to be delivered or mailed hereunder
         by notice in accordance with the provisions of this Section 18(c).

(d)      Severability. Whenever possible, each provision of this Warrant shall
         be interpreted in such manner as to be effective and valid under
         applicable law, but if any provision of this Warrant is held to be
         invalid, illegal or unenforceable in any respect under any applicable
         law or rule in any jurisdiction, such invalidity, illegality or
         unenforceability shall not affect the validity, legality or
         enforceability of any other provision of this Warrant in such
         jurisdiction or affect the validity, legality or enforceability of any
         provision in any other jurisdiction, but this Warrant shall be
         reformed, construed and enforced in such jurisdiction as if such
         invalid, illegal or unenforceable provision had never been contained
         herein.

(f)      Specific Enforcement. The Company and the Holder acknowledge and agree
         that irreparable damage would occur in the event that any of the
         provisions of this Warrant were not performed in accordance with their
         specific terms or were otherwise breached. It is accordingly agreed
         that the parties shall be entitled to an injunction or injunctions to
         prevent or cure breaches of the provisions of this Warrant and to
         enforce specifically the terms and provisions hereof, this being in
         addition to any other remedy to which either of them may be entitled by
         law or equity.

                            [Signature Page Follows]
<PAGE>

                                                                         Page 11

         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officers thereunto duly authorized.

Dated:  March 1, 2004

                                       LIQUIDMETAL TECHNOLOGIES, Inc.

                                       By: ______________________________
                                           John Kang,
                                           President and Chief Executive Officer

ATTEST:

__________________________
Print Name:

<PAGE>

                               NOTICE OF EXERCISE

To:      Liquidmetal Technologies, Inc.

(1)      The undersigned hereby elects to exercise the attached Warrant for and
to purchase thereunder, ______ shares of Common Stock, and herewith makes
payment therefor of $_______.

(2)      Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:

                           _______________________________
                           (Name)

                           _______________________________
                           (Address)

                           _______________________________

(3)      Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned or in such other name as is specified
below:

                                                 _______________________________
                                                 (Name)

__________________________                       _______________________________
(Date)                                           (Signature)

                                                 _______________________________
                                                 (Address)

Dated:

_______________________________
Signature

<PAGE>

                           NOTICE OF CASHLESS EXERCISE

SUBSCRIPTION (CASHLESS EXERCISE)

To:      Liquidmetal Technologies, Inc.

The undersigned Holder ___________________, pursuant to the provisions of the
Warrant, hereby elects to exchange its Warrant, in whole or in part, as
appropriate, for ______ shares of Common Stock, stated value $___ per share, of
the Company, pursuant to the cashless exercise provisions of Section 3(a)(ii) of
the Warrant.

(2)      Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:

                           ________________________________
                           (Name)

                           ________________________________
                           (Address)

                           ________________________________

(3) Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned or in such other name as is specified
below:

                                                ________________________________
                                                (Name)

__________________________                      ________________________________
(Date)                                          (Signature)

                                                ________________________________
                                                (Address)

Dated:

________________________________
Signature

<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

         FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________________.

________________________________________________________________________

                                                 Dated:  ______________,

                       Holder's Signature: _____________________________

                       Holder's Address:   _____________________________

                                           _____________________________

Signature Guaranteed:  ___________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.