Exhibit 10.11

August 10, 1999



Mr. Stan Ciepcielinski
Glenayre Electronics, Inc.
5935 Carnegie Boulevard
Charlotte, NC  28209

         Re:      Employment Agreement

Dear Stan:

         On May 21, 1997, Glenayre Technologies Inc. ("Glenayre") and you
entered into an Employment Agreement (your "Employment Agreement"), pursuant to
which your employment as Executive Vice President, Treasurer and Chief Financial
Officer was continued on the terms and conditions stated therein. Unless
otherwise defined in this letter, the capitalized terms used in this letter
shall have the same meanings as ascribed to them in the Employment Agreement.

         Under your Employment Agreement, upon the occurrence of an event which
constitutes "Good Reason", you may terminate your employment and be entitled,
among other payments and benefits, to a severance payment equal to two times
your annual rate of your "Base Salary" (except "Good Reason" which is caused by
a "Change in Control," in which case the payment is two and one-half times the
annual rate of your "Base Salary").

         As originally written, "Good Reason" included any material change by
Glenayre in your functions, duties or responsibilities which would cause the
ranking or level, dignity, responsibility, importance or scope of your position
with Glenayre to become less than those of Executive Vice President, Treasurer
and Chief Financial Officer. Effective October 1, 1998, you were elected to the
office of Chief Operating Officer in addition to your other duties and a search
was begun for a new Chief Financial Officer. Although your Employment Agreement
was not formally amended when you assumed this new position, Glenayre
acknowledges that "Good Reason" was intended to include, and does include, any
material change in your responsibilities as Chief Operating Officer.



<PAGE>

Mr. Stan Ciepcielinski
August 10, 1999
Page 2


         As you and I have discussed, as part of the reorganization here at
Glenayre, the position of Chief Operating Officer is being eliminated, effective
August 10, 1999, but Glenayre desires that you continue to serve as Executive
Vice President, Treasurer and Chief Financial Officer on the terms contained in
your Employment Agreement. We have agreed, however, that your continuation in
this position should not prejudice your rights under your Employment Agreement.

         Therefore, in order to induce you to stay with Glenayre, on behalf of
Glenayre I propose that you continue to serve as Executive Vice President,
Treasurer and Chief Financial Officer of Glenayre with the agreement that at any
time, upon 90 days prior written notice by you to Glenayre, you may terminate
your employment with Glenayre. Such termination will be considered to be "Good
Reason" under the terms of your Employment Agreement and you will be entitled to
all of the benefits and payments due you as a result of a termination for "Good
Reason" (including a severance payment in the amount of two times your annual
"Base Salary"). Specifically:

(1)           Paragraph 2(e) of your Employment Agreement will be deemed amended
              to include as "Good Reason" any termination by you of your
              employment with Glenayre at any time upon 90 days written notice
              to Glenayre. Therefore, such a termination of employment would be
              deemed to be pursuant to the provisions of Paragraph 2(b)(3) of
              your Employment Agreement.

(2)           Inasmuch as the termination of your employment as described in
              Clause (1) above will be considered "Good Reason", the payments
              and benefits described in Paragraphs 3(a)(2), 3(a)(3) and 3(c) of
              your Employment Agreement, together with the payments and benefits
              otherwise due you under Paragraph 3 of your Employment Agreement,
              will be paid and provided to you in the event of such termination.



<PAGE>

Mr. Stan Ciepcielinski
August 10, 1999
Page 3

If you accept these terms, this letter will serve as an amendment to your
Employment Agreement as provided herein, and except as provided in this letter,
your Employment Agreement will continue in full force and effect and apply to
you in the position of Executive Vice President, Treasurer and Chief Financial
Officer. You waive any right you may have to terminate your employment by virtue
of the elimination of your duties as Chief Operating Officer. Please signify
your acceptance by signing where provided below.

                                             Very truly yours,

                                             /s/ Eric L. Doggett

                                             Eric L. Doggett
                                             President & Chief Executive Officer



ACCEPTED AND AGREED TO:


 /s/ Stan Ciepcielinski
-----------------------
Stan Ciepcielinski