EXHIBIT
        10.21

      


      PROMISSORY
        NOTE

      


      U.S.
        $125,000.00

      


      August
        24, 2005  Chandler,
        Arizona

      


      The
        undersigned, DND Technologies, Inc., a Nevada corporation, with offices located
        at 375 E. Elliot Road Suite 6 Chandler, Arizona (85225) (“Borrower”),
        promises to pay to Douglas N. Dixon (“Lender”),
        the
        principal sum of One Hundred and Twenty Five Thousand Dollars ($125,000.00),
        with interest from the 24th day of August 2005 on the unpaid principal balance
        (the “Loan”).
        This
        instrument is secured by a lien on the inventories and accounts receivable
        of
        Aspect Systems, Inc., an Arizona corporation owned by the Borrower, in favor
        of
        Lender (the “Collateral”),
        subject to a lien by Merrill Lynch Business Financial Services (currently
        $873,528.15). Borrower promises to pay principal and interest evidenced hereby
        in accordance with the herein contained and set forth.

      


      	1.    	
              Borrower
                promises to and shall pay Lender the principal of One Hundred and
                Twenty
                Five Thousand Dollars ($125,000.00), plus interest in the amount
                of Twelve
                Thousand and Five Hundred Dollars ($12,500.00), on or before the
                24th day
                of October 2005 (“Maturity”
                or
                “Maturity
                Date”).
                The entire unpaid balance of the principal and interest, if not sooner
                paid, shall be and become due and payable at
                Maturity.

            


      


      	2.    	
              Additional
                interest. In addition to the interest due and payable hereunder at
                the
                Contract Rate, Borrower shall pay to Lender as additional
                interest:

            


      


      	(a)  	
              The
                Late Charge as provided in paragraph 6 hereafter, when
                applicable;

            


      	 	 


      	(b)  	
              The
                Default Fee as provided in paragraph 7 hereafter
                and,

            


      	 	 


      	(c)  	
              The
                Additional Sums as set forth in paragraph 14 hereafter, when
                applicable.

            


      


      	3.    	
              Place
                of payment. Borrower shall make all payments to Lender at 2187 E.
                Victor
                Road, Gilbert, AZ 85296, or at such other place or places as Lender
                may
                designate in writing from time to time.

            


      


      	4.    	
              Lawful
                money. All payments shall be in lawful money of the United States
                of
                America or in such other form which is acceptable to Lender.
                Lender’s
                acceptance of payment in any form other than lawful money of the
                United
                States of America for any partial payment required or permitted under
                the
                provisions of this Note shall not be a waiver of the requirement
                that any
                future payments be made in lawful money of the United States of
                America.

            


      


      	5.    	
              No
                Prepayment penalties. Borrower shall have the right and option to
                prepay
                this Note at any time prior to maturity without penalty or
                premium.

            


      


      	6.    	
              Late
                charge. Should the payment of principal and interest not be paid
                in full
                at Maturity, it is recognized by Borrower that Lender will incur
                extra
                expenses for handling of delinquent payments, the exact amount of
                such
                extra expense being the sum of Six thousand, Two Hundred and Fifty
                Dollars
                ($6,250.00). Therefore, in such event, the principal amount of One
                Hundred
                and Twenty Five Thousand Dollars ($125,000.00), plus interest in
                the
                amount of Twelve Thousand and Five Hundred Dollars ($12,500.00),
                and late
                charge of Six Thousand, Two Hundred and Fifty Dollars ($6,250.00)
                shall be
                due and payable on or before the 23rd
                day of November, 2005, or Borrower is to be declared in default
                hereunder.

            


       

       

      
        
           

        

        
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      	7.    	
              Default:
                This instrument is to be secured against loss as indicated in paragraph
                12.

            


      


      	8.    	
              Remedies
                cumulative. The rights or remedies of Lender as provided in any of
                the
                Purchase Documents shall be cumulative and concurrent, and may be
                pursued
                singularly, successively, or together against Borrower, any Guarantor
                hereof, and any other funds, property or security held by Lender
                for the
                payment hereof or otherwise at the sole, absolute and uncontrolled
                discretion of Lender. The failure to exercise any such right or remedy
                shall in no event be construed as a waiver or release of said rights
                or
                remedies or of the rights to exercise them at any later
                time.

            


      


      	9.    	
              Consent
                and waiver of defenses. Except as otherwise provided herein, Borrower,
                and
                all indemnitors, endorsers, guarantors, sureties, accommodation parties,
                assuming parties hereof, and all other persons liable or to become
                liable
                for all or any part of this indebtedness jointly and severally waive
                all
                applicable exemption rights, whether under the state constitution,
                homestead laws or otherwise, and also jointly and severally waive
                diligence, presentment, protest and demand, and they also jointly
                and
                severally hereby consent to any and all renewals, extensions or
                modifications of the terms hereof, including time of payment, or
                of the
                terms of any of the Purchase Documents, agreed upon by Borrower,
                and
                further agree that any such renewal, extension or modification of
                the
                terms hereof, or of the terms of any of the Purchase Documents or
                the
                release or substitution of any security for the indebtedness evidenced
                hereby or any other indulgences, as agreed upon by Borrower, shall
                not
                affect the liability of any of said parties for the indebtedness
                evidenced
                by this Note. Any such renewals, extensions or modifications which
                have
                been agreed upon by Borrower may be made without notice to any of
                said
                parties. All said parties hereby specifically consent to any future
                action
                whereby (i) this Note may from time to time be extended or renewed
                or its
                terms (including the terms of payment of principal or interest or
                both or
                any part thereof) otherwise modified, (ii) any of the provisions
                of any of
                the Purchase Documents may be amended or any requirement thereof
                or
                default thereunder waived or any departure therefrom consented to
                or any
                other forbearance or indulgence exercised with respect thereto, and
                (iii)
                any collateral now or hereafter securing this Note may be exchanged,
                substituted, realized upon, released, compromised, extended or otherwise
                dealt with or disposed of.

            


      


      	10.    	
              Fees
                and expenses. Borrower, indemnitors, endorsers, guarantors, sureties,
                accommodation parties, assuming parties hereof and all other persons
                liable or to become liable on this Promissory Note, agree, jointly
                and
                severally, to pay all reasonable and customary costs of collection,
                including reasonable attorney’s
                fees as determined by the judge of the court and all reasonable costs
                of
                suit, in case the unpaid principal sum of this Note, or any payment
                of
                interest or principal and interest thereon or premium, is not paid
                when
                due, or in case it becomes necessary to protect the security for
                the
                indebtedness evidenced hereby, or for the foreclosure repossession,
                seizure or other enforcement by Lender of any of the Purchase Documents
                in
                which Lender shall be successful, or in the event Lender is made
                party to
                any litigation because of the existence of the indebtedness evidenced
                by
                this Note, or because of the existence of any of the Purchase Documents
                whether suit be brought or not, and whether through courts of original
                jurisdiction, as well as courts of appellate jurisdiction, or through
                a
                bankruptcy court or other legal
                proceedings.

            


       

       

      
        
           

        

        
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      	11.    	
              Amendment.
                This Note may not be amended, modified or changed, nor shall any
                waiver of
                any provision hereof be effective, except only by an instrument in
                writing
                and signed by the party against whom enforcement of any waiver, amendment,
                change, modification or discharge is sought; provided, however, that
                this
                paragraph shall in no way be a limitation on the provisions of the
                consents and waivers set forth in paragraph
                9.

            


      


      	12.    	
              This
                Note is secured by the inventories and accounts receivable of Aspect
                Systems, Inc., an Arizona corporation owned by
                Borrower.

            


      


      	13.    	
              Interest
                not to exceed legal maximum. The stated rates and fees do not violate,
                and
                are legally allowable for the State of
                Arizona.

            


      


      	14.    	
              Additional
                sums. All fees, charges, goods, things in action or any other sums
                or
                things of value (collectively, the “Additional
                Sums”)
                paid by Borrower to Lender, whether pursuant to this Note or otherwise
                howsoever with respect to the Loan or indebtedness evidenced hereby
                shall,
                for the purpose of any laws of the State of Arizona which may limit
                the
                maximum rate of interest to be charged with respect to such loan
                or
                indebtedness, be payable by Borrower as, and shall be deemed to be,
                additional interest, and for such purposes only, the agreed upon
                and
                contracted rate of interest described above shall be deemed to be
                increased by the Additional Sums.

            


      


      	15.    	
              Successors
                and assigns. whenever used herein, the words “Borrower”
                and “Lender”
                shall be deemed to include their respective heirs, personal
                representatives, successors and assigns. This paragraph shall not
                be a
                consent by Lender for Borrower to assign or transfer any property
                securing
                payment hereof or any rights, powers, obligations or duties of
                Borrower.

            


      


      	16.    	
              Choice
                of laws. Except where preempted by the laws of the United States,
                or
                regulations promulgated thereunder, this Note shall be governed by
                the
                laws of the State of Arizona, and all parties agree and consent to
                Maricopa County, Arizona as the proper forum for the resolution of
                any and
                all disputes.

            


      


      	17.    	
              Notice.
                All notices or other communications required or permitted to be given
                or
                delivered under this Note shall be in writing and delivered (a) by
                hand
                against receipted copy, or (b) by certified or registered mail, return
                receipt requested, with a copy by first class mail, in each case,
                postage
                prepaid, and addressed or delivered to the addresses hereinafter
                set
                forth, or to such other address as Borrower or Lender may designate
                by
                giving notice in the foregoing manner:

            


      


      If
        intended for Borrower:

      


      DND
        Technologies, Inc.

      C/o
        G.
        Dennis Key, CEO

      Aspect
        Systems, Inc.

      375
        E.
        Elliot Road

      Suite
        6

      Chandler,
        Arizona 85225

       

      If
        intended for Lender:

      


      Douglas
        N. Dixon

      2187
        E.
        Victor Road

      Gilbert,
        AZ 85296

       

      
        
           

        

        
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      	18.    	
              Integrated
                contract. This Note, and any Collateral Security Agreement shall
                be and
                become an integrated contract, and all terms, conditions and provisions
                hereof and thereof shall survive the closing of the loan contemplated
                hereby and the recording of all financing
                statements.

            


      


      	19.    	
              Exercise
                of remedies. Failure to pay principal or interest shall carry no
                cure
                period, and default shall be immediate upon such failure to
                pay.

            


      


      	20.    	
              Attorneys’
                fees. Notwithstanding any provision hereof to the contrary, if any
                dispute
                arising under the terms of this Note or any of the Purchase Documents
                shall result in litigation, the prevailing party shall, in addition
                to any
                other relief granted or awarded by the court, be entitled to an award
                of
                reasonable attorneys’
                fees to be determined by the judge of the
                court.

            


      


      	21.    	
              Headings.
                The paragraph headings used herein are for convenience only and are
                not to
                be used to interpret or construe this
                Note.

            


      


      	22.    	
              Time
                is of the Essence. Time is hereby declared to be of the essence for
                the
                performance of all conditions and obligations herein set
                forth.

            


      


      


      EXECUTED
        the dates set forth below to be effective the date first above
        written.

      


      Dated:
        August 24, 2005

      


      ACCEPTED
        AND APPROVED AS TO FORM AND CONTENT:

      


      


      


      /s/G.
        Dennis Key

        
          

        

      

      G.
        Dennis
        Key

       

       

      
        
           

        

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