Exhibit 10.11

EXECUTION COPY

EMPLOYMENT AGREEMENT  Richard D. Smith

THIS EMPLOYMENT AGREEMENT, dated and effective as of August 1, 2003 is between Allied Motion Technologies, Inc., a Colorado corporation (the
"Company"), and Richard D. Smith ("Employee").

RECITALS:

The Employee has acknowledged skills and experience in the business conducted by the Company and the Company desires to obtain the benefit of the Employee's
knowledge, skills and experience and assure itself of the ongoing right to Employee's services from and after the date hereof, and is willing to do so on the terms and conditions set forth in this
Agreement. Employee is willing and able to render services to the Company, from and after the date hereof, on the terms and conditions set forth in this Agreement.

AGREEMENT:

NOW, THEREFORE, the Company and Employee agree as follows:

1.Employment.



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2.Term of Employment.Unless terminated as provided in
Section 4 hereof, the term of this Agreement shall extend to July 31, 2008 (the "Initial Period"), and thereafter shall automatically continue on a year to year basis (each a "Subsequent
Period") unless the Company or Employee shall give the other party notice at least 60 days prior to the termination of the Initial Period or any Subsequent Period of its or his election not to
renew the term of employment, in which case this Agreement shall terminate at the end of the period in which the notice is given;provided, however, the
Company's obligation to pay compensation pursuant to Section 3 or perform any other acts with respect to the last year for which this Agreement is effective shall continue and be enforceable
notwithstanding the termination of this Agreement.

3.Compensation Benefits.



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4.Termination.This Agreement may be terminated by the Company
or Employee as provided in this Section 4.

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5.Confidential Information



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6.Inventions and Discoveries.Employee hereby assigns to the
Company all of the Employee's rights, title and interest in and to all inventions, techniques, discoveries, processes, designs or improvements (whether patentable or not), any industrial design
(whether registrable or not), or uses Confidential Information as described in Section 5.1, or other intellectual property rights pertaining thereto, that relates in any way to, or is useful in
any manner in, the business then being conducted or proposed to be conducted by the Company, and any such item created by the Employee, either solely or in conjunction with others, following
termination of Employee's employment with the Company (hereinafter referred to collectively as the "Inventions"). Promptly upon the development or making of any Invention or improvement thereon,
Employee shall disclose the same to the Company and shall execute and deliver to the Company such reasonable documents as the Company may request to confirm the assignment of Employee's rights therein
and if requested by the Company, shall assist the Company in applying for and prosecuting any patents which may be available in respect thereof. Employee acknowledges that all of Employee's
Company-related writing, works of authorship, specially commissioned works and other Employee Inventions are works made for hire, property of the Company, including all copyrights, patents, and other
intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Employee hereby assigns to the Company all of the Employee's right, title, and
interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Inventions.

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7.Restrictive Covenant.



8.Arbitration.Any controversy or claim arising out of or
relating to this Agreement or the breach thereof shall be settled by arbitration in the City and County of Denver in accordance with the rules of the American Arbitration Association. Judgment upon
the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The Company shall pay all costs of arbitration. In the event that it shall be necessary or desirable for
Employee to retain legal counsel and/or incur other
costs and expenses in connection with interpretation of his rights under this Agreement, including any procedure in arbitration, Employee shall be entitled to recover from the Company reasonable
attorneys' fees and costs and expenses incurred by him in connection with such interpretation or arbitration, regardless of the final outcome, unless the arbitrator shall determine that under the
circumstances such payment would be unjust.

9.Mitigation.Employee shall not be required to mitigate the
amount of any payment provided in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided in this Agreement be reduced by any compensation
earned by Employee as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by Employee to the Company, or otherwise.

10.Announcements.No public announcement regarding termination
of employment of the Employee or any change in status of the Employee of the Company shall be made without Employee's approval except the Company may announce Employee's termination if Company is
otherwise required to do so pursuant to the rules of the Securities and Exchange Commission or to any other legal requirement. All matters with respect to termination of employment of Employee,
retirement of Employee or other action taken pursuant to this Agreement shall be kept confidential and neither Company nor Employee will make unfavorable comments about the other in connection with
this Agreement.

11.Severability.If any provision of this Agreement, including
the Restrictive Covenant in Section 7, is held invalid or unenforceable, either in its entirety or by virtue of its scope or application to given circumstances, such provision shall thereupon
be deemed modified only to the extent necessary to render same valid, or not applicable to given circumstances, or excised from this Agreement, as the situation may require, and this Agreement shall
be construed and enforced as if such provision had been included herein as so modified in scope or application, or had not been included herein, as the case may be.

12.Non-Assignability.In light of the unique
personal services to be performed by Employee hereunder, it is acknowledged and agreed that any purported or attempted assignment or transfer by

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Employee
of this Agreement or any of Employee's duties, responsibilities or obligations hereunder shall be void. This Agreement may not be assigned by the Company without the prior written consent of
Employee.

13.Notices.Any notice, request, demand or other communication
required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or on the date of receipt when mailed by certified mail, return receipt
requested, addressed as follows:

If to the Company:

Allied Motion Technologies, Inc.
23 Inverness Way East, Ste 150
Englewood, Colorado 80112
Attention: Chairman and SecretaryIf to the Employee:

Richard D. Smith
8422 Newland Drive
Arvada, CO 80003




14.General



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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the date first set forth above.

| |  | ALLIED MOTION TECHNOLOGIES, INC.
| |  | --------------------------------
| |  | By:                             
| |  | By:                             

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