Exhibit 10.23

First Amendment to Loan
This First Amendment to the Personal Loan is entered into as of August 3, 2026, by and between KOLE & MARLEE HOLDINGS, LTD (“Lender”) and VME PROCESS INC, a subsidiary of VME COMPANIES, INC. (collectively “Borrower”).
Whereas, the Lender and the Borrower entered into that certain Personal Loan agreement with a principal amount of $250,000.00 dated June 26, 2026, (the “Loan Agreement”); and
Whereas, the Lender and Borrower desire to extend the term and maturity date of the loan; and
Whereas, the Lender and Borrower no longer desire to accelerate the repayment of the loan upon the occurrence of an Initial Public Offering of VME Companies, Inc. (the “IPO”);
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend and restate the Terms of the Loan Agreement as follows:
The outstanding principal balance of the loan, together with all accrued and unpaid interest thereon, shall be due and payable in full on December 31, 2026.
Notwithstanding anything to the contrary contained in this agreement, immediately upon the consummation of an IPO of the equity securities of the Borrower, all outstanding principal and accrued and unpaid interest, shall become immediately due and payable in full, without demand, notice, or legal process of any kind.
This agreement is effective as of the date first shown above.
| /s/ Kuoh Lee | |
| Kuoh Lee | |
| President | |
| Kole & Marlee Holdings, Ltd |
| /s/ David Falls | |
| David Falls | |
| Vice President Accounting and | |
| Assistant Secretary | |
| VME Process, Inc. |
| P +1 903 561 4082 | 3300 S. Broadway Ave | |
| F +1 903 939 3364 | Suite 205 | |
| Tyler, TX USA 75701 | ||
| vmecompanies.com |