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                                                                   Exhibit 10.25

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR THE
SECURITIES OR BLUE SKY LAWS OF CALIFORNIA OR ANY OTHER STATE AND MAY NOT BE
SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE NOTE UNDER THE SECURITIES ACT OF
1933, AND OTHER APPLICABLE SECURITIES OR BLUE SKY LAWS, OR AN OPINION OF COUNSEL
SATISFACTORY TO LIQUIDMETAL TECHNOLOGIES THAT REGISTRATION IS NOT REQUIRED UNDER
SUCH ACT AND APPLICABLE STATUTES.


                          SUBORDINATED PROMISSORY NOTE


$2,000,000.00                                          Lake Forest, California
                                                                March 12, 2002


      FOR VALUE RECEIVED, LIQUIDMETAL TECHNOLOGIES, a California corporation
(the "Maker"), promises to pay to the order of JOHN KANG or his successors or
assigns (the "Holder") at 100 North Tampa St., Suite 3150, Tampa, Florida 33602,
or at such other place as the Holder may designate in writing from time to time,
in lawful money of the United States of America, the principal sum of TWO
MILLION DOLLARS ($2,000,000.00), together with interest thereon as set forth
below.

      1.    Payment.

            a. Interest on the unpaid principal balance under this Note shall
accrue at the rate of eight percent (8.0%) per annum beginning on the date
hereof. No interest shall be due and payable under this Note until the maturity
date hereof. If the interest rate hereunder is determined by a court of
competent jurisdiction to be usurious or otherwise in violation of California
law, the interest rate under this Note shall equal the maximum interest rate
allowable by California law. In all cases, interest shall accrue during the
actual number of days elapsed and shall be computed on the basis of a 360-day
year. The entire principal balance and all accrued but unpaid interest under
this Note shall be due and payable on the earliest of (i) May 1, 2003, and (ii)
the date on which the Maker receives the proceeds from Maker's initial
underwritten public offering of its common stock.

            b. The Maker shall be liable for all fees and expenses arising from
the interpretation or enforcement of this Note, or from the collection of
amounts due hereunder, including but not limited to reasonable legal fees and
expenses (collectively, the "Additional Amounts").



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      2. Subordination. THE RIGHTS OF THE HOLDER OF THIS NOTE TO RECEIVE PAYMENT
OF ANY PRINCIPAL HEREOF OR INTEREST HEREON IS SUBJECT AND SUBORDINATE TO THE
PRIOR PAYMENT OF THE PRINCIPAL OF AND INTEREST ON ALL OTHER INDEBTEDNESS OF THE
MAKER, WHETHER NOW OUTSTANDING OR SUBSEQUENTLY INCURRED, WHETHER SECURED OR
UNSECURED, AND ANY DEFERRALS, RENEWALS OR EXTENSIONS OF SUCH INDEBTEDNESS OR ANY
DEBENTURES, BONDS OR NOTES EVIDENCING SUCH INDEBTEDNESS (THE "SENIOR
INDEBTEDNESS"). UPON ANY RECEIVERSHIP, INSOLVENCY, ASSIGNMENT FOR THE BENEFIT OF
CREDITORS, BANKRUPTCY, REORGANIZATION, SALE OF ALL OR SUBSTANTIALLY ALL OF THE
ASSETS AND LIABILITIES OF THE MAKER, OR IN THE EVENT THIS NOTE IS DECLARED DUE
AND PAYABLE UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, THEN NO AMOUNT SHALL BE
PAID BY THE MAKER WITH RESPECT TO PRINCIPAL AND INTEREST HEREON UNLESS AND UNTIL
THE PRINCIPAL OF, AND INTEREST ON, ALL SENIOR INDEBTEDNESS THEN OUTSTANDING IS
PAID IN FULL.

      3.    Prepayments. This Note and all accrued interest hereunder
may be prepaid by Maker without penalty at any time at Maker's option.

      4. Events of Default. The occurrence of any of the following events shall
constitute an "Event of Default" under this Note:

            a. any failure by the Maker to pay principal, accrued but unpaid
interest or other amounts when due under this Note, unless such failure is cured
in full within ten (10) Business Days after receiving written notice informing
the Maker of such failure;

            b. any material breach, violation or default (including but not
limited to technical and non-monetary defaults) by the Maker with respect to any
of its other covenants, obligations or duties under this Note, unless such
breach, violation or default is cured in full within sixty (60) Business Days
after receiving written notice informing the Maker of such breach, violation or
default;

            c. the filing against the Maker of any bankruptcy petition that is
not dismissed within ninety (90) days after filing or the filing by or on behalf
of the Maker of any bankruptcy petition;

            d. the appointment of receiver, custodian or trustee to operate or
manage the Maker or substantially all of its assets or businesses;

            e. the entry of any un-appealed, non-appealable or otherwise final
judgment, or series of such judgments within any twelve-month period, against
the Maker in an amount, or in an aggregate amount, of $500,000 or more, unless
such judgment (or each judgment in such series) is satisfied in full within
thirty (30) days after entry without causing an Event of Default;


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            f. the dissolution or liquidation of the Maker; or

            g. any merger involving, consolidation involving, sale of all or
substantially all assets by, or share exchange by, the Maker, except in
connection with a public offering by the Maker.

      5. Rights Remedies and Waivers. The Holder shall have all rights and
remedies available at law, in equity or by constitution, statute, rule,
regulation or ordinance, including but not limited to rights and remedies
granted in this Note with respect to any Event of Default.

      Without limiting the generality of the foregoing provisions of this
Section, the Holder shall have the right, upon any Event of Default, to declare
the entire principal balance and accrued but unpaid interest due from the Maker
to be immediately due and payable in full. The Maker shall be liable for
Additional Amounts, as defined in Section 1.b. of this Note.

      In no event shall a waiver of rights or remedies arise solely from the
oral representations of the Holder or from any delay by it in exercising, or any
past failures to exercise, rights or remedies. A waiver of rights and remedies
by the Holder shall not be effective or binding unless, and then only to the
extent that, such waiver appears in this Note, or the Holder signs an express
written waiver of rights or remedies and causes such written waiver to be
delivered to the Maker.

      The Maker, to the maximum extent permitted by law, hereby waives each of
the following: (a) the benefit of, and the right to assert, any statute of
limitations defenses affecting the Maker's rights, duties or obligations under
this Note; (b) presentation, demand, protest, notices of dishonor and protest
and the benefits of homestead exemptions; and (c) all defenses and pleas with
respect to any extensions of the time for payment under this Note, except as may
be granted expressly by the Holder, in its sole discretion, in a written
instrument signed by the Holder and delivered to the Maker.

      6. Governing Law. The Holder shall be entitled to have all of its claims,
causes of action, suits, demands, counterclaims and defenses under this Note
interpreted and enforced in accordance with the laws of the State of California,
without regard to any conflicts of law provisions or principles thereof to the
contrary.

      7. Modification. This Note shall not be modified unless, and then only to
the extent that, a written modification is executed by the Holder and the Maker,
or its respective successors and assigns.

      8. Assignment. The Maker shall not assign or delegate, whether in whole or
in part, any of its rights, duties or obligations under this Note, and any
attempted assignment or delegation in violation of this Note shall be void.

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      9. Severable Provisions. All provisions in this Note are severable and
each valid and enforceable provision shall remain in full force and effect,
regardless of any determination that is binding upon the parties hereto and that
renders other provisions of this Note invalid or unenforceable To the extent, if
any, that a court of competent jurisdiction determines that certain provisions
of this Note are invalid or unenforceable, the Maker and the Holder hereby
authorize such court to modify such provisions, in a manner consistent with the
intent of the Maker and the Holder, as such court deems reasonably necessary to
make such provisions valid and enforceable.

      10. Terms of Convenience. References to this Note mean this Subordinated
Promissory Note, as it may be amended or replaced from time to time. Terms such
as "hereof," "herein," "hereto," "hereby," "hereunder" and similar references to
this Note shall be deemed to refer to this Note as a whole and not to any
particular section or provision of this Note. Captions and headings are used in
this Note for convenience only and shall not be construed to affect the meaning
of this Note.

      IN WITNESS WHEREOF, this Subordinated Promissory Note has been executed as
of the first date written above.

MAKER:

                              LIQUIDMETAL TECHNOLOGIES

                              By:  /s/ James Kang
                                    James Kang,
                                    Chairman of the Board of Directors




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