EXHIBIT 10.11

                       SECOND AMENDMENT TO LOAN AGREEMENT

      This Second  Amendment to Loan Agreement (the  "Amendment")  is made as of
September 26, 1997 by and among Phoenix Gold  International,  Inc.  ("Borrower")
and United States National Bank of Oregon ("Bank").

      Borrower  and Bank are parties to an  agreement  entitled  Loan  Agreement
dated as of February 4, 1997 ("the Loan  Agreement")  which has been  previously
amended.  Borrower and Bank now wish to modify  certain terms and  provisions of
the Loan Agreement.

      For valuable consideration, Borrower and Bank agree as follows:

     1. DEFINITIONS. Except as otherwise provided in this Amendment, terms which
are  capitalized in this Amendment and defined in the Loan Agreement  shall have
the meaning provided in Loan Agreement.

     2. FINANCIAL COVENANTS.  Section 8 of the Loan Agreement is replaced in its
entirety with the following:

           "(a) Current  Ratio.  Borrower  shall  maintain as of each  month-end
set forth below,  a Current Ratio of at least the following:

           Month End                            Current Ratio
           ---------                            -------------

           September 1997                              2.10:1
           October 1997                                2.10:1
           November 1997                               2.10:1
           December 1997                               2.10:1

           (b)  Minimum  Tangible  Net  Worth.  Borrower  shall  maintain  as of
each  month-end  set  forth  below Tangible Net Worth of at least the following:

           Month End                            Tangible Net Worth
           ---------                            ------------------

           September 1997                              $10,825,000
           October 1997                                $10,825,000
           November 1997                               $10,825,000
           December 1997                               $10,825,000



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           (c)  Maximum  Inventory.  Borrower  shall  maintain  inventory,  
valued at the lower of cost or  market, not to exceed the following amounts 
during the following time periods:

           Month End                            Maximum Inventory
           ---------                            -----------------

           September 1997                             $7,800,000
           October 1997                               $7,800,000
           November 1997                              $7,800,000
           December 1997                              $7,800,000

           (d) Debt Service  Coverage Ratio.  Borrower shall maintain as of each
fiscal  quarter  year-end set forth below a minimum Debt Service  Coverage Ratio
commencing October 1, 1996, measured quarterly on a cumulative basis through the
fiscal  quarter ending  September 1997 and thereafter on a rolling  four-quarter
basis, of at least the ratios set forth below:

           Quarter-Ending            Debt Service Coverage Ratio
           --------------            ---------------------------

           September 1997                       1.25:1
           December 1997                        1.25:1

     3. WHOLE AGREEMENT. This Amendment and the other Loan Documents (each as it
may have  been or is  amended  in  writing)  represent  the  complete  and final
understanding  of the parties  with  respect to the matters  addressed  in those
documents.

      4. WAIVER.  Borrower  waives and discharges any and all defenses,  claims,
counterclaims  and offsets  which  Borrower may have against Bank and which have
arisen or accrued through the date of this Amendment. Borrower acknowledges that
Bank and Bank's employees,  agents and attorneys have made no representations or
promises to Borrower except as  specifically  reflected in this Amendment and in
the written agreements which have been previously executed.

     5. GENERAL  PROVISIONS.  To induce Bank to accept this Amendment,  Borrower
makes the following representations, warranties and covenants:

           (a) Each and every recital,  representation and warranty contained in
this Amendment, the Loan Agreement and the other Loan Documents is correct as of
the date of this Amendment.


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           (b) No Event of Default  or event  which with the giving of notice of
the passage of time (or both) would  constitute an Event of Default has occurred
under the Loan Agreement or the other Loan Documents.

           (c) To induce Bank to enter into this  Amendment,  Borrower  will pay
all expenses, including reasonable attorney fees, that Bank incurs in connection
with the preparation of this Amendment and any related documents.

     6.  EFFECT  OF  AMENDMENT.  Except  as  specifically  provided  above,  the
Agreement  and the  other  Loan  Documents  remain  fully  valid,  binding,  and
enforceable according to their terms.

     7. DISCLOSURE.  BY OREGON STATUTE (ORS 41.580), THE FOLLOWING DISCLOSURE IS
REQUIRED:

      UNDER  OREGON LAW,  MOST  AGREEMENTS,  PROMISES  AND  COMMITMENTS  MADE BY
LENDERS AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH
ARE NOT FOR  PERSONAL,  FAMILY OR  HOUSEHOLD  PURPOSES OR SECURED  SOLELY BY THE
BORROWER'S RESIDENCE,  MUST BE IN WRITING, EXPRESS CONSIDERATION,  AND BE SIGNED
BY THE LENDER TO BE ENFORCEABLE.


UNITED STATES NATIONAL             PHOENIX GOLD INTERNATIONAL, INC.
BANK OF OREGON

BY:   /s/ Daniel A. Rice           BY:  /s/ Joseph K. O'Brien
------------------------           --------------------------

TITLE: Vice President              TITLE:   CFO
-----------------------            --------------------------


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