EXHIBIT 10.11

        SECOND AMENDMENT TO EXTENSION AND MODIFICATION OF LOANS AGREEMENT
        -----------------------------------------------------------------


     This  Second  Amendment  to  Extension  and Modification of Loans Agreement
("Second  Amendment")  is made and entered into on this 10th of September, 2003,
by  and  among  SOUTHTRUST  BANK, a state banking corporation, formerly known as
SouthTrust  Bank,  N.A. and SouthTrust Bank, National Association, whose address
is  112  W. 23rd Street, Panama City, FL 32405 (the "Bank"); DONAL R. MYRICK, an
individual  whose  place  of  residence  is 511 Circle Avenue, Ft. Walton Beach,
Florida  32548 (collectively, the "Guarantor"); and SPECTRUM SCIENCE & SOFTWARE,
INC.,  a  Florida  corporation having its principal place of business at 91 Hill
Avenue,  Ft.  Walton  Beach,  Florida  32548  (the  "Company").

RECITALS.
---------

     A.   The parties described above entered into an Extension and Modification
          of  Loans  Agreement  on  the  31st  day  of January, 2003 ("Extension
          Agreement").

     B.   The  parties amended the Extension Agreement by a document executed on
          August  26,  2003,  ("First  Amendment").

     C.   The  parties have elected to further amend the Extension Agreement and
          have  elected  to  reduce  such  amendment  to  writing.

     Now,  therefore  in  consideration of the mutual covenants contained herein
and  other good and viable consideration the receipt and sufficiency of which is
hereby  acknowledged,  each  of  the  parties  agrees  as  follows:

1.     Paragraph  1(F)  is  hereby  deleted in its entirety and notation is made
"intentionally  left  blank."

2.     Paragraph  11  No  Waiver is hereby amended by inserting the following in
                      ----------
line  3  after  the  words  "Loan  Documents":

     "or  the  Extension  Agreement  or  any  of  the  Prior  Agreements.

3.     In  all respects other than as amended hereby and by the First Amendment,
the Extension Agreement remains in full force and effect according to all of its
unamended  original  terms  and  conditions.

4.     Those  persons  executing this Second Amendment, for and on behalf of the
company,  hereby warrant and represent that they hold the offices for which they
are  identified and that they have the full authority to bind the company to all
of  the  terms  and  conditions of this Amendment and the Extension Agreement as
amended.


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5.     This  document  may  be  executed  in  counterparts.


      IN  WITNESS WHEREOF, the parties have caused this Agreement to be executed
as  of  the  first  date  set  forth  above.

Signed,  sealed  and  delivered
in  the  presence  of:

                                              SOUTHTRUST  BANK


                                              By:  /S/  Russell  R.  Enfinger
-------------------------------                    --------------------------
(name)                                        Russell  R.  Enfinger
                                              Senior  Vice  President


                                              GUARANTOR


     /S/  Leann  Sanders                      /S/  Donal  R.  Myrick
-------------------------------               --------------------------
(name)                                        Donal  R.  Myrick

-------------------------------
(name)


                                              SPECTRUM SCIENCES & SOFTWARE, INC.


     /S/  Leann  Sanders                      By:    /S/  Donal  R.  Myrick
-------------------------------                      --------------------------
(name)                                        (name)  Donal  R.  Myrick
                                              Its:  President


-------------------------------
(name)
                                              and


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     /S/  Leann  Sanders                      By:  /S/  Donald  L  Garrison
-------------------------------                    ----------------------------
(name)                                        (name)  Donald  L.  Garrison
                                              Its:   Chief  Operating  Officer


------------------------------
(name)



STATE  OF  FLORIDA
COUNTY  OF  BAY

     The  foregoing  instrument  was  acknowledged before me this _______ day of
___________, 2003, by Russell R. Enfinger, as Senior Vice President of the Bank,
on  behalf  of  the  Bank,  who:  (notary  MUST  check  applicable  line)

_____     is  personally  known  to  me.
_____     produced  a  current  Florida  driver's  license  as  identification.
_____     produced  _____________________________  as  identification.



                                      --------------------------
                                      Notary  Public
                                      My  Commission  Expires:



STATE  OF
COUNTY  OF

     The  foregoing  instrument  was  acknowledged  before me this ______ day of
________,  2003,  by  Donal  R.  Myrick,  individually,  who: (notary MUST check
applicable  line)

_____     is  personally  known  to  me.
_____     produced  a  current  driver's  license  as  identification.
_____     produced  _____________________________  as  identification.


                                       /S/  Virginia  Taylor
                                      --------------------------
                                      Notary  Public
                                      My  Commission  Expires:


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STATE  OF  FLORIDA
COUNTY  OF

     The  foregoing  instrument  was  acknowledged  before me this ______ day of
________,  2002,  by  Donal  R.  Myrick,  as  President  of  Spectrum Sciences &
Software,  Inc.,  a  Florida  corporation,  on  behalf  of the corporation, who:
(notary  MUST  check  applicable  line)

_____     is  personally  known  to  me.
_____     produced  a  current  Florida  driver's  license  as  identification.
_____     produced  _____________________________  as  identification.


                                       /S/  Donal Myrick
                                      --------------------------
                                      Notary  Public
                                      My  Commission  Expires:


STATE  OF
COUNTY  OF

     The  foregoing  instrument  was  acknowledged before me this _______ day of
________,  2003,  by  Donald  L.  Garrison,  Chief Operating Officer of Spectrum
Sciences,  who:  (notary  MUST  check  applicable  line)

_____     is  personally  known  to  me.
_____     produced  a  current  driver's  license  as  identification.
_____     produced  _____________________________  as  identification.


                                       /S/  Donal Myrick
                                      --------------------------
                                      Notary  Public
                                      My  Commission  Expires:


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