May
      1,
      2006

     

    VIA
      FEDEX and Facsimile

    


    
      	
              DND
                Technologies, Inc.

            
	
              375
                E. Elliott Road - Suite 6

            
	
              Chandler,
                AZ 85225

            
	
              Attention: Dennis
                Key

            


    

    


    Dear
      Mr.
      Key:

    


    On
      July
      23, 2005, DND Technologies, Inc. a Nevada corporation (“DND”)
      and
      Cornell Capital Partners, LP (“Cornell”)
      entered into a twelve percent (12%) Promissory Note in the principal amount
      of
      Three Hundred Thousand Dollars ($300,000) (the “Note”).
      Such
      principal and interest under the Note was due and payable in full on or before
      January 27, 2006. DND is in default of its payment obligations under the Note.
      On January 17, 2006 Cornell advised DND in writing of its default of its payment
      obligations under the Note. The outstanding principal amount due under the
      Note
      is Three Hundred Thousand Dollars ($300,000) as well as twenty-seven
      thousand eight hundred thirteen dollars and seventy cents
      ($27,813.70)
      outstanding and accrued interest as of the date hereof.
      

    


    Now,
      therefore, in consideration of the promises and mutual covenants herein
      contained, and for other good and valuable consideration, the adequacy and
      receipt of which are hereby acknowledged, Cornell and DND hereby agree as
      follows:

    


    1.
      DND
      shall make the following payments to Cornell under the Notes, which the twelve
      (12) monthly payments outlined below shall be applied to the outstanding
      principal amount of the Note and the final balloon payment outlined below shall
      be applied to the remaining
      outstanding principal amount plus all outstanding accrued interest as of the
      date of the final balloon payment:

    


    (a) Monthly
      Payments.
      For
      twelve (12) consecutive months commencing on May 1, 2006 and on or before the
      fifth (5th)
      day of
      each month thereafter DND shall pay Cornell the sum of Twelve Thousand Five
      Hundred Dollars ($12,500). Such Monthly Payments shall be applied to the
      outstanding principal amount of the Note (individually referred to as a
“Monthly
      Payment”
and
      collectively referred to as the “Monthly
      Payments”).

    


    In
      the
      event that DND fails to make a Monthly Payment within the time prescribed herein
      Cornell shall provide DND five (5) business days written notice to cure such
      failure to remit payment (“Monthly
      Payment Notice”).
      Notwithstanding the foregoing a failure to remit a single Monthly Payment within
      the time prescribed and after receipt of a Monthly Payment Notice shall be
      deemed an event of default under this Agreement.

    


    (b)
      Final
      Balloon Payment.
      On May
      1, 2007 DND shall pay to Cornell the sum of two hundred four thousand one
      hundred six dollars and eighty-five cents ($204,106.85) which shall consist
      of
      the remaining outstanding principal amount of the Note plus all outstanding
      and
      accrued interest as of the date of such Final Balloon Payment. 

     

    
      
         

      

      
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    In
      the
      event that DND fails to make the Final Balloon Payment within the time
      prescribed herein Cornell shall provide DND five (5) business days written
      notice to cure such failure to remit payment (“Final
      Balloon Payment
      Notice”).
      Notwithstanding the foregoing a failure to remit the Final Balloon Payment
      within the time prescribed and after receipt of a Final Balloon Payment Notice
      shall be deemed an event of default under this Agreement.

    


    


    The
      date
      of May 1, 2006 through May 1, 2007 shall be referred to as the payback period
      (the “Payback
      Period”).
      

    


    (c)
      Interest
      Rate. Notwithstanding
      DND’s default under the Note and contrary to Section 6 therein the interest rate
      on the Note during the Payback Period shall be twelve percent
      (12%).

    


    2.
      Events
      of Default.For
      the
      purposed hereof an “Event of Default” shall mean (a) any
      failure by DND to make a single Monthly Payment with in the time prescribed
      herein and provided that such failure to make such Monthly Payment remains
      uncured five (5) days after the date that Cornell delivers Monthly Payment
      Notice, (b) failure by DND to make the Final Balloon Payment with in the time
      prescribed herein and provided that such failure to make the Final Balloon
      Payment remains uncured five (5) days after the date that Cornell delivers
      a
      Final Balloon Payment Notice or (c) a material breach of the terms of this
      Agreement. Upon an Event
      of
      Default Cornell shall have the right to avail itself of any and all legal
      remedies available at law or in equity under any and all agreements by and
      between DND and Cornell, including but not limited to this Agreement and the
      Note. 

    


    3. Upon
      the
      full payment of the Note as contemplated herein Cornell shall be deemed to
      have
      released DND from all claims and obligations under all agreements by and between
      DND and Cornell, including but not limited to the Note.

    


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    Please
      indicate your agreement to the foregoing by signing below where indicated.
      

     

    
      	 	  
Sincerely,
	 	 	 
	 	
                
                Cornell Capital Partners, LP

            
	 
 	 
 	 
 
	 	   By: Yorkville
              Advisors, LLC
	 	
                
                Its: General Partner

            


    

    


    
      	 	  
	 
 	 
 	 
 
	 	  
              By:  /s/ Mark
              Angelo
	 	
              Name:
                Mark Angelo

            
	 	Its:
               President
              and Portfolio Manager


    

     

    
      	 	 	 
	
              Acknowledged
                and Agreed
                
                on
                  May 1, 2006:

              

            	 
	 
 	 
 	 
 
	
              DND
                Technologies, Inc. 

            	 	 
	 	
            
	By: /s/
              Dennis Key	 
	
              Name: 
                Dennis Key

            	 
	
              Title:
                Chief Executive Officer

            	 


    

     

    
      
         

      

      
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